The AMA Handbook of Due Diligence

Table of contents

1. Contents
2. List of Forms (1/2)
3. List of Forms (2/2)
4. 1. Preface
   1. What’s New In This Edition
   2. What Is “Due Diligence?”
   3. Overview: The Art And Science Of Due Diligence
   4. Why Is Due Diligence Necessary?
   5. Common Due Diligence Problems And Exposure Areas
   6. Common Mistakes Made By The Buyer During The Due Diligence Investigation
   7. Special Due Diligence Considerations In A Post Sarbanes-Oxley Age
   8. The Disclosure Requirements
   9. Checklist Of Items Post Sarbox
   10. Some Useful Definitions
5. 2. How To Use The Due Diligence Handbook
   1. Master Copy / Files On CD
   2. Page Numbering—Text And Forms
   3. Use Of Header Block On Form Sheets
   4. Use Of Footer Block On Form Sheets
   5. Suggestions For Conducting The Due Diligence Investigation
6. 3. Overview Of Entity
   1. Introduction
   2. Background Information On Entity: Form 3-01
   3. Financial Summary: Form 3-02
7. 4. Compatibility With Investment / Acquisition Objectives
   1. Introduction
   2. Compatibility With Investment/Acquisition Objectives: Form 4-01
   3. Compatibility With Investment/Acquisition Criteria: Form 4-02
   4. Potential Impact Of External Factors: Form 4-03
   5. Potential Benefits From Acquisition: Form 4-04
   6. Potential Impact Of Locational Factors On A Prospective Investment: Form 4-05
   7. Characteristics You May Wish To Avoid: Form 4-06
   8. Why Is Entity Available?: Form 4-07
   9. Comparison With Other Potential Investment/Acquisition Candidates: Form 4-08 (1/4)
   10. Comparison With Other Potential Investment/Acquisition Candidates: Form 4-08 (2/4)
   11. Comparison With Other Potential Investment/Acquisition Candidates: Form 4-08 (3/4)
   12. Comparison With Other Potential Investment/Acquisition Candidates: Form 4-08 (4/4)
8. 5. Capitalization And Ownership
   1. Introduction
   2. Summary Of Capitalization: Form 5-01
   3. Capitalization - Common Stock: Form 5-02
   4. Common Stock - Miscellaneous Information: Form 5-03
   5. Common Stock - Dividend Record: Form 5-04
   6. Common Stock - Price And Trading Volume: Form 5-05
   7. Common Stock - Holders Of More Than Four Percent Of Shares: Form 5-06
   8. Capitalization - Preferred Stock: Form 5-07
   9. Preferred Stock Dividend Record: Forms 5-08
   10. Capitalization - Bonds: Form 5-09
   11. Bond Yields And Major Bond Holders: Forms 5-10
9. 6. Organization And Management
   1. Board Of Directors: From 6-01
   2. Board Of Directors - Other Affiliations And Compensation: Form 6-02
   3. Board Of Directors - Current And Prospective Security Holdings: Form 6-03
   4. Corporate Organization - Form 6-04
   5. Management Style
   6. Corporate Management Resumes: From 6-05
   7. Recent Compensation History Of Corporate Management Personnel: Form 6-06
   8. Company Security Holdings Of Corporate Management Personnel: Form 6-07
   9. Organization And Management Information Requests: Form 6-08
   10. Board Of Directors Opinions Of Management: Form 6-09
   11. Board Members Apparent Position Regarding Potential Acquisition: Form 6-10
   12. Overall Management Assessment: Form 6-11
   13. Assessment Of Individual Management Personnel: Form 6-12
10. 7. Relationships With Outside Organizations
    1. Introduction
    2. Relationship With Accounting Firms: Form 7-01
    3. Relationships With Law Firms: Form 7-02
    4. Relationships With Commercial Banks: Form 7-03
    5. Relationships With Investment Banks: Form 7-04
    6. Relationships With Venture Capital Firms: Form 7-05
    7. Relationships With Private Investors And/Or Investment Groups: Form 7-06
    8. Relationships With Consulting Firms: Form 7-07
    9. Relationships With Trade Associations: Form 7-08
    10. Relationships With Other Professional Organizations: Form 7-09
    11. Outside Organization Information Request: Form 7-10
11. 8. Description Of Products And/Or Services
    1. Introduction
    2. Summary Of Product Lines And Services: Form 8-01
    3. Individual Product Line / Service Overview: Form 8-02
    4. Competitive Product / Service Analysis: Form 8-03
    5. Product Line Positioning: Form 8-04
    6. Identified Product And Service Improvement Projects: Form 8-05
    7. Potential Future Product And Service Improvement Opportunities: Form 8-06
    8. Recently Discontinued Products And/Or Services; Products And/Or Services Potentially Subject To Early Termination: Form 8-07
    9. New Product And/Or New Service Development Projects: Form 8-08
    10. New Product Development — Summary Of Current Projects: Form 8-09
    11. Schedule Of Expenditures For Approved Development Projects: Form 8-10
    12. Performance On Past Development Projects: Form 8-11
    13. Distribution Of Company Development Funds: Form 8-12
    14. Source Of Total Development Funds: Form 8-13
    15. Trend In Development Expenditures, Salaries And Staffing Levels; Comparison Of Budget Versus Actual Development Expenditures: Form 8-14
    16. Comparison Of Development Expenditures With Other Companies: Form 8-15
    17. Current Development Budget Considerations: Form 8-16
    18. Future Development Requirements: Form 8-17
    19. Accounting For Development Expenditures: Form 8-18
    20. Development Organization: Form 8-19
    21. Development Organization — Resumes of Key Personnel: Form 8-20
    22. Compensation Of Key Development Personnel: Form 8-21
    23. Development Staffing Levels: Form 8-22
    24. Trend In Development Staffing: Form 8-23
    25. Internal Development Procedures: Form 8-24
    26. Current Product/Service Information Request: Form 8-25
    27. New Product/Service Development Information Request: Form 8-26
    28. Summary of Major Development Strengths And Weaknesses: Form 8-27
    29. Potential Impact Of An Acquisition On The Development Organizations: Form 8-28
12. 9. Revenues And Market Share
    1. Introduction
    2. Trend In Total Revenues - All Products And/Or Services: Form 9-01
    3. Trend In Revenues By Product Line Or Service: Form 9-02
    4. Trend In Market Share By Individual Product Line Or Service: Form 9-03
    5. Revenues By Major Customer: Form 9-04
    6. Trend In Revenues By Customer: Form 9-05
    7. Revenues By Channel Of Distribution: Form 9-06
    8. Revenues By Distribution Channel - Direct Sales to Customers, Retailers: Form 9-07
    9. Revenues By Distribution Channel - Direct Sales to Industry, Government: Form 9-08
    10. Revenues By Distribution Channel - Sales Through Wholesale Offices, Distributors: Form 9-09
    11. Revenues By Distribution Channel - Through Sales Representatives, Other Channels: Form 9-10
    12. Revenues By Geographic Region: Form 9-11
    13. Trend In Revenues By Geographic Region: Form 9-12
    14. Trend In Revenues By Month: Form 9-13
    15. Seasonal Variation In Revenues: Form 9-14
    16. Trend In Revenues From Commercial Negotiated Contracts: Form 9-15
    17. Commercial Negotiated Contracts: Form 9-16
    18. Commercial Negotiated Contracts—Renegotiation Experience; Status of Current Renegotiations: Form 9-17
    19. Trend In Revenues From Government Contracts: Form 9-18
    20. Government Contracts: Form 9-19
    21. Government Contracts—Renegotiation Experience; Status of Current Negotiations: Form 9-20
    22. Trend In Revenues Generated Through Independent Distributors; Ten Largest Independent Distributors: Form 9-21
    23. Trend In Revenues Generated By Independent Sales Representatives; Ten Largest Independent Sales Representatives: Form 9-22
    24. Summary Of Factors Impacting Market Share: Form 9-23
    25. Backlog By Product Line Or Service: Form 9-24
    26. Book-To-Ship Ratio: Form 9-25
    27. Schedule Of Deliverable Backlog: Form 9-26
    28. Lost Sales; Current Or Potential Problem Customers: Form 9-27
    29. Revenue Information Request: Form 9-28
    30. Potential Revenue Improvement Opportunities: Form 9-29
    31. Potential Impact Of An Acquisition On The Combined Revenues: Form 9-30
13. 10. Marketing Operations
    1. Introduction
    2. Marketing Organization: Form 10-01
    3. Marketing Organization - Resumes Of Key Marketing Personnel: Form 10-02
    4. Compensation Of Key Marketing Staff Personnel: Form 10-03
    5. Qualification, Recruiting And Training Of Direct Sales Personnel: Form 10-04
    6. Compensation Of Direct Sales Personnel: Form 10-05
    7. Marketing Organization - Expense Accounts: Form 10-06
    8. Marketing Locations And Facilities - Domestic: Form 10-07
    9. Marketing Locations And Facilities - Foreign: Form 10-08
    10. Marketing Channels: Form 10-09
    11. Distribution Channels - Characteristics of Present System: Form 10-10
    12. Distribution Channels - Miscellaneous Questions: Form 10-11
    13. Market Planning And Research - Organization And Activities: Form 10-12
    14. Market Planning And Research - Methodology and Expenditures: Form 10-13
    15. Advertising Organization And Activities: Form 10-14
    16. Advertising Media; Advertising Expenditures: Form 10-15
    17. Comparison Of Advertising Expenditures With Competitors: Form 10-16
    18. Sales Promotion Organization And Activities: Form 10-17
    19. Trade Show Participation: Form 10-18
    20. Sales Promotion Expense: Form 10-19
    21. Comparison of Sales Promotion Programs With Major Competitors: Form 10-20
    22. Foreign Marketing Considerations: Form 10-21
    23. Franchise Operations - Franchiser: Form 10-22
    24. Franchise Operations - Franchisee: Form 10-23
    25. Factors Impacting Marketing Activities: Form 10-24
    26. Pricing - Organization: Form 10-25
    27. Internal Pricing Policies: Form 10-26
    28. Special Pricing Situations: Form 10-27
    29. Price Trends: Form 10-28
    30. Current Pricing Environment: Form 10-29
    31. Terms Of Sale And Credit Policies: Form 10-30
    32. Terms of Sale - Product Warranty And Return Policies: Form 10-31
    33. Terms of Sale - Competitive Environment: Form 10-32
    34. Product Leasing Programs: Form 10-33
    35. Other Marketing Programs: Form 10-34
    36. Marketing Financial Performance: Form 10-35
    37. Marketing Performance Versus Budget: Form 10-36
    38. Marketing Information Request: Form 10-37
    39. Summary Of Observations Regarding Marketing Activities: Form 10-38
    40. Third Party Comments Regarding Marketing Activities: Form 10-39
    41. Summary Of Major Marketing Strengths And Weaknesses: Form 10-40
    42. Potential Impact Of An Acquisition On Marketing Organizations: Form 10-41
    43. Potential Impact Of An Acquisition On Outside Marketing Firms: Form 10-42
14. 11. Customer Service
    1. Introduction
    2. Customer Service Organization: Form 11-01
    3. Resumes Of Key Customer Service Personnel: Form 11-02
    4. Compensation Of Key Customer Service Personnel: Form 11-03
    5. Customer Service Locations: Form 11-04
    6. Trend In Customer Service Staffing; Customer Service Financial Performance: Form 11-05
    7. Customer Service Activities: Form 11-06
    8. Quality Of Customer Services: Form 11-07
    9. Profitability of Service And Repair Operations: Form 11-08 (1/3)
    10. Profitability of Service And Repair Operations: Form 11-08 (2/3)
    11. Profitability of Service And Repair Operations: Form 11-08 (3/3)
15. 12. Inventory Control And Purchasing
    1. Introduction
    2. Inventory Control Organization: Form 12-01
    3. Resumes Of Key Inventory Control Personnel: Form 12-02
    4. Compensation Of Key Inventory Control Personnel: Form 12-03
    5. Inventory Control Activities: Form 12-04
    6. Trend In Inventory Control Staffing; Inventory Control Financial Performance: Form 12-05
    7. Purchasing Organization: Form 12-06
    8. Resumes Of Key Purchasing Personnel: Form 12-07
    9. Compensation Of Key Purchasing Personnel: Form 12-08
    10. Purchasing Activities: Form 12-09
    11. Availability Of Materials And Supplies: Form 12-10
    12. Identification Of Critical Materials And Supplies: Form 12-11
    13. Price Trends For Purchased Materials And Supplies: Form 12-12
    14. Characteristics Of Major Suppliers: Form 12-13
    15. Summary Of Largest Outstanding Purchase Orders: Form 12-14
    16. Summary Of Largest Outstanding Purchase Contracts: Form 12-15
    17. Purchasing Policies And Procedures: Form 12-16
    18. Trend In Purchasing Staffing; Purchasing Department Financial Performance: Form 12-17
    19. Inventory Control And Purchasing Information Request: Form 12-18
    20. Observations Of Inventory Control And Purchasing Activities: Form 12-19
    21. Notes Regarding Observations Of Inventory Control Activities: Form 12-20
    22. Notes Regarding Observations Of Purchasing Activities: Form 12-21
    23. Potential Impact Of An Acquisition On Inventory Control Organizations: Form 12-22
    24. Potential Impact Of An Acquisition On Purchasing Organizations: Form 12-23
16. 13. Production
    1. Introduction
    2. Production Organization: Form 13-01
    3. Resumes Of Key Production Personnel: Form 13-02
    4. Compensation Of Key Production Personnel: Form 13-03
    5. Production Methods And Processes: Form 13-04
    6. Production Facilities: 13-05
    7. Production Equipment: Form 13-06
    8. Future Production Equipment Requirements: Form 13-07
    9. Surplus Production Equipment: Form 13-08
    10. Trend In Production Equipment Acquisitions And Accounting Policies: Form 13-09
    11. Production Tooling: Form 13-10
    12. Production Capacity And Utilization; Potential Impediments To Nearby Expansion: Form 13-11
    13. Production Planning And Control: Form 13-12
    14. Quality Control: Form 13-13
    15. Stockroom Operations: Form 13-14
    16. Production Training Programs: Form 13-15
    17. Production Cost Accounting: Form 13-16
    18. Intra-Company Material Transactions: Form 13-17
    19. Subcontracting To Others: Form 13-18
    20. Plant Safety: Form 13-19
    21. Utility Services: Form 13-20
    22. Plant Maintenance: Form 13-21
    23. Trend In Production Staffing: Form 13-22
    24. Production Department Financial Performance: Form 13-23
    25. Trend In Production Productivity: Form 13-24
    26. Competitive Production Environment: Form 13-25
    27. Production Information Request: Form 13-26
    28. Summary of Observations Regarding Production Activities: Form 13-27
    29. Summary Of Major Production Strengths And Weaknesses: Form 13-28
    30. Potential Impact Of An Acquisition On Production Organizations: Form 13-29
17. 14. Physical Distribution
    1. Introduction
    2. Physical Distribution Organization: Form 14-01
    3. Resumes Of Key Distribution Personnel: Form 14-02
    4. Compensation Of Key Distribution Personnel: Form 14-03
    5. Physical Distribution Activities: Form 14-04
    6. Warehouse Facilities: Form 14-05
    7. Major Distribution Equipment: Form 14-06
    8. Trend In Distribution Equipment Acquisitions; Accounting Policies With Respect To Major Equipment Items: Form 14-07
    9. Trend In Distribution Staffing; Distribution Financial Performance: Form 14-08
    10. Distribution Of Outbound Transportation By Type of Carrier; Competitive Distribution Environment: Form 14-09
    11. Distribution Information Request: Form 14-10
    12. Summary Of Observations Regarding Distribution Activities: Form 14-11
    13. Summary Of Observations Regarding Distribution Activities - Notes: Form 14-12
    14. Summary Of Major Distribution Strengths And Weaknesses: Form 14-13
    15. Potential Impact Of An Acquisition On The Distribution Organization: Form 14-14
18. 15. Computer, Communications And Information Systems
    1. Introduction
    2. Organization Of Computer, Communications And Information Systems: Form 15-01
    3. Resumes Of Key Computer, Communications And Information Systems Personnel: Form 15-02
    4. Compensation Of Key Computer, Communications And Information Systems Personnel: Form 15-03
    5. Computer Applications: Form 15-04
    6. Outside Computer Services: Form 15-05
    7. Planned New Computer Applications: Form 15-06
    8. Computer Inventory: Form 15-07
    9. Communications Applications: Form 15-08
    10. Major Communications Equipment - Other Than Regular Telephones: Form 15-09
    11. Integrated Computer / Communications Systems: Form 15-10
    12. Information Systems: Form 15-11
    13. Integrated Computer / Communications / Information Systems: Form 15-12
    14. Trend In Computer, Communications And Information Systems Staffing: Form 15-13
    15. Trend In Computer, Communications And Information Systems Expenses: Form 15-14
    16. Competitive Computer, Communications And Information Systems Environment: Form 15-15
    17. Computer, Communications And Information Systems Information Request: Form 15-16
    18. Summary Of Observations Regarding Computer, Communications And Information Systems: Form 15-17
    19. Summary Of Computer, Communications And Information Systems Strengths And Weaknesses: Form 15-18
    20. Potential Impact Of An Acquisition On The C.C. & I. Organization: Form 15-19
19. 16. Financial Management
    1. Introduction
    2. Financial Organization: Form 16-01
    3. Resumes Of Key Financial Personnel: Form 16-02
    4. Compensation Of Key Financial Personnel: Form 16-03
    5. Accounting Policies And Procedures: Form 16-04
    6. Financial Controls: Form 16-05
    7. Foreign Exchange Transactions: Form 16-06
    8. Internal Audit Function: Form 16-07
    9. Financial Planning And Budgeting: Form 16-08
    10. Financial Reporting: Form 16-09
    11. Financing Activities: Form 16-10
    12. Investor Relations: Form 16-11
    13. Investment Management: Form 16-12
    14. Insurance Management: Form 16-13
    15. Tax Management: Form 16-14
    16. Trend In Finance Department Staffing: Form 16-15
    17. Trend In Finance Department Expenses: Form 16-16
    18. Financial Operations Information Request: Form 16-17
    19. Summary Of Observations Regarding Financial Operations: Form 16-18
    20. Summary Of Financial Strengths And Weaknesses: Form 16-19
    21. Potential Impact Of An Acquisition On The Finance Organization: Form 16-20
20. 17. Legal Affairs
    1. Introduction
    2. Legal Organization; Compensation Of Key Legal Personnel: Form 17-01
    3. Resumes Of Key Legal Personnel: Form 17-02
    4. Legal Department Activities: Form 17-03
    5. Litigation Summary - Entity Is Plaintiff: Form 17-04
    6. Litigation Summary - Entity Is Defendant: Form 17-05
    7. Potential Litigation - Entity Is Plaintiff: Form 17-06
    8. Potential Litigation - Entity Is Defendant: Form 17-07
    9. Recently Concluded Litigation - Entity Was Plaintiff: Form 17-08
    10. Recently Concluded Litigation - Entity Was Defendant: Form 17-09
    11. Patents, Copyrights And Trademarks: Form 17-10
    12. Licensing Agreements: Form 17-11
    13. Regulatory Affairs: Form 17-12
    14. Regulatory Compliance Actions: Form 17-13
    15. Officers’ And Directors’ Background Information: Form 17-14
    16. Trend In Legal Department Staffing; Outside Legal Services: Form 17-15
    17. Trend In Legal Department Expenses: Form 17-16
    18. Legal Activities Information Request: Form 17-17
    19. Summary Of Observations Regarding Legal Activities: Form 17-18
    20. Summary Of Major Legal Strengths And Weaknesses: Form 17-19
    21. Potential Impact Of An Acquisition On The Legal Organization: Form 17-20
21. 18. Security And Safety
    1. Introduction
    2. Security Organization; Safety Organization: Form 18-01
    3. Potential Security Problems: Form 18-02
    4. Potential Safety Problems: Form 18-03
    5. Other Security / Safety Matters: Form 18-04
22. 19. Human Resources
    1. Human Resources Organization; Compensation Of Key Human Resources Personnel: Form 19-01
    2. Resumes Of Key Human Resources Personnel: Form 19-02
    3. Trend In Human Resources Department Staffing; Outside Services: Form 19-03
    4. Trend In Human Resources Department Expenses: Form 19-04
    5. Distribution Of Personnel By Various Categories: Form 19-05
    6. Benefit Plans For Active Personnel: Form 19-06
    7. Retirement Benefits - Pension Plans: Form 19-07
    8. Retirement Benefits - Other Than Pension Plans: Form 19-08
    9. Basic Wage And Salary Factors: Form 19-09
    10. Incentive Programs: Form 19-10
    11. Perquisites; Reimbursement For Relocation Expenses: Form 19-11
    12. Employment Contracts: Form 19-12
    13. Organized Labor Agreements: Form 19-13
    14. Labor-Management Relations: Form 19-14
    15. Hiring Policies And Procedures: Form 19-15
    16. Termination Policies; Termination Benefits: Form 19-16
    17. Training Programs: Form 19-17
    18. Local Labor Environment: Form 19-18
    19. Human Resources Information Request: Form 19-19
    20. Summary Of Observations Regarding Human Resources Activities: Form 19-20
    21. Summary Of Major Human Resources Strengths And Weaknesses: Form 19-21
    22. Potential Impact Of An Acquisition On The Human Resources Organization: Form 19-22
    23. Potential Cost Of Integrating Human Resources Policies: Form 19-23
    24. Estimated Personnel Relocation Expenses: Form 19-24
23. 20. Land And Buildings
    1. Introduction
    2. Summary Of Active Domestic Facilities: Forms 20-01
    3. Summary Of Active Foreign Facilities: Form 20-02
    4. Physical Characteristics Of Active Facilities: Form 20-03
    5. Financial Characteristics Of Owned Facilities: Form 20-04
    6. Financial Characteristics Of Leased Facilities: Form 20-05
    7. Miscellaneous Facility Characteristics: Form 20-06
    8. Factors Potentially Impacting The Future Value Of Existing Facilities: Form 20-07
    9. Production Capacity And Potential Modifications To Existing Facilities: Form 20-08
    10. Summary Of Currently Inactive Facilities; Potential Retirement Of Currently Active Facilities: Form 20-09
    11. Summary Of Undeveloped Land; Trend In Real Property Taxes: Form 20-10
    12. Potential Acquisition Of New Facilities: Form 20-11
    13. Property And Facilities Information Request: Form 20-12
24. 21. Introduction To Financial Analyses (1/2)
25. 21. Introduction To Financial Analyses (2/2)
26. 22. Balance Sheet Analysis - Liabilities
    1. Introduction - Classification of Current Liablilities
    2. Short-Term Notes Payable: Form 22-01
    3. Short-Term Debt Service Payments; Principal Balances Of Short-Term Debt: Form 22-02
    4. Payable Aging For The Twenty-Five Largest Accounts: Form 22-03
    5. Explanation For Overdue Payables: Form 22-04
    6. Accounts Payable Analysis: Form 22-05
    7. Trend In Unearned Revenues; Trend in Accrued Expenses: Form 22-06
    8. Trend In Total Current Liabilities: Form 22-07
    9. Long-Term Notes Payable: Form 22-08
    10. Features of Bond Issues: Form 22-09
    11. Long-Term Debt Service Payments; Principal Balances Of Long-Term Debt: Form 22-10
    12. Recent Bond Performance: Form 22-11
    13. Other Noncurrent Liabilities: Form 22-12 (1/3)
    14. Other Noncurrent Liabilities: Form 22-12 (2/3)
    15. Other Noncurrent Liabilities: Form 22-12 (3/3)
27. 23. Revenues
    1. Introduction
    2. Classification Of Revenue Accounts
    3. Trend In Gross Revenues, Revenue Reductions, And Net Revenues: Form 23-01
28. 24. Operating Expenses
    1. Introduction
    2. Selling Expenses: Form 24-01
    3. Selling Expenses As A Percent Of Net Revenues: Form 24-02
    4. Variation In Selling Expense With Net Revenues: Form 24-03
    5. Comparison Of Selling Expenses As A Percent Of Net Revenues: 24-04
    6. General And Administration Expenses: Form 24-05
    7. General And Administration Expenses As Percent Of Net Revenues: Form 24-06
    8. Variation In General And Administrative Expenses With Net Revenues: Form 24-07
    9. Comparison Of General And Administrative Expenses As A Percent Of Net Revenues: Form 24-08
    10. Allocation Of Office Occupancy And Office Equipment And Furniture Expenses: Form 24-09
    11. Payroll Related Expenses As A Percent Of Payroll Expenses: Form 24-10
    12. Comparison Of Payroll Related Expenses As A Percent Of Payroll Expenses: Form 24-11
29. 25. Income Taxes
    1. Introduction
    2. Status Of Income Tax Filings And Audits; Provision For Income Taxes: Form 25-01
    3. Elements Of Deferred Taxes; Effective Tax Rate: Form 25-02
    4. Availability Of Net Operating Loss; Deficiency Claim Settlements: Form 25-03
    5. Income Tax Information Request: Form 25-04
30. 26. Net Income
    1. Introduction
    2. Trend In Net Income; Comparison Of Profit Margin With Industry Averages And With Selected Companies: Form 26-01
31. 27. Capital Expenditures
    1. Trend In Capital Expenditures; Comparison With Depreciation Expense And Net Revenues: Form 27-01
    2. Trend In Adjusted Capital Expenditures; Comparison Of Adjusted Capital Expenditures With Net Revenues: Form 27-02
32. 28. Cash Flow
    1. Trend In Cash Flow: Form 28-01
33. 29. Financial Ratio Analysis
    1. Introduction
    2. Profitability Ratios: Form 29-01
    3. Stock Performance Ratios: Form 29-02
    4. Liquidity Measures: Form 29-03
    5. Debt Ratios: Form 29-04
    6. Activity Ratios: Form 29-05
    7. Trend In Profitability Ratios: Form 29-06
    8. Trend In Common Stock Performance Ratios: Form 29-07
    9. Trend In Liquidity Measures: Form 29-08
    10. Trend In Debt Ratios: Form 29-09
    11. Trend In Activity Ratios: Form 29-10
34. 30. Income Statement Projections
    1. Introduction and Alternative Approaches
    2. Projection Of Gross And Net Revenues: Form 30-01
    3. Projection Of Cost Of Goods Sold And Gross Margin: Form 30-02
    4. Projection Of Selling Expenses: Form 30-03
    5. Projection Of General And Administrative Expenses: Form 30-04
    6. Projection Of Selling, General And Administrative Expenses: Form 30-05
    7. Projection Of Operating Income: Form 30-06
    8. Projection Of Other Income And Expenses: Form 30-07
    9. Projection Of Unusual And Infrequent Items: Form 30-08
    10. Projection Of Unusual, Infrequent And Extraordinary Items: Form 30-09
    11. Basis For Projections Of Unusual, Infrequent And Extraordinary Items: Form 30-10
    12. Projection Of Net Income: Form 30-11
    13. Comparison Of Entity’s And Investigator’s Projections: Form 30-12
35. 31. Balance Sheet Projections
    1. Introduction
    2. Projection Of Current Asset Requirements: Form 31-01
    3. Projection Of Property, Plant And Equipment: Form 31-02
    4. Projection Of Other Noncurrent Assets: Form 31-03
    5. Projection Of Short-Term Debt: Form 31-04
    6. Projection Of Accounts Payable: Form 31-05
    7. Projection Of Unearned Revenues And Accrued Expenses: Form 31-06
    8. Projection Of Other Noncurrent Liabilities: Form 31-07
    9. Projection Of Shareholders’ Equity Other Than Retained Earnings: Form 31-08
    10. Projection Of Change In Retained Earnings: Form 31-09
    11. Summary Balance Sheet Form 31-10 (1/3)
    12. Summary Balance Sheet Form 31-10 (2/3)
    13. Summary Balance Sheet Form 31-10 (3/3)
36. 32. Cash Flow Projections
    1. Projection Of Cash Flow: Form 32-01
    2. Monthly Debt Service Payments On Current Short-Term Notes Payable And Current Portion of Long-Term Debt: Form 32-02
    3. Annual Debt Service Payments Based On Current Debt: Form 32-03
37. 33. Due Diligence Checklists
    1. Section 33-01: Restaurant Businesses
    2. Section 33-02: Franchising Companies
    3. Section 33-03: Hospitals and Health Care Facilities
    4. Section 33-04: Technology-Driven Companies
    5. Section 33-05: Outsourcing Technological Services
    6. Section 33-06: Private Equity And Hedge Funds
    7. Section 33-07: Family And Closely-Held Businesses
38. 34. Transaction - Specific Due Diligence Checklists For Acquisitions Or Investments On Specific Dealings In Selected Industries
    1. Section 34-01: Due Diligence Checklists For Joint Ventures/Strategic Alliances
    2. Section 34-02: Due Diligence Checklists For Technology Licensing Arrangement
    3. Section 34-03: Due Diligence Checklists For Dealership & Distributorship Arrangement
39. 35. Sample Forms Related To Effective Due Diligence
    1. Section 35-01: Confidentiality Agreement
    2. Section 35-02: Investor Questionnaire In Connection With Private Placement Offerings (1/2)
    3. Section 35-02: Investor Questionnaire In Connection With Private Placement Offerings (2/2)
    4. Section 35-03: Officer And Director (Employee & Non-Employee) Questionnaire To Conduct Due Diligence Of Existing Board Members Prior To An Offering Or In Connection With An M&A Transaction (1/4)
    5. Section 35-03: Officer And Director (Employee & Non-Employee) Questionnaire To Conduct Due Diligence Of Existing Board Members Prior To An Offering Or In Connection With An M&A Transaction (2/4)
    6. Section 35-03: Officer And Director (Employee & Non-Employee) Questionnaire To Conduct Due Diligence Of Existing Board Members Prior To An Offering Or In Connection With An M&A Transaction (3/4)
    7. Section 35-03: Officer And Director (Employee & Non-Employee) Questionnaire To Conduct Due Diligence Of Existing Board Members Prior To An Offering Or In Connection With An M&A Transaction (4/4)
40. 36. Due Diligence Checklists For Special Situations
    1. 36-01: Employee Benefit Plans And ERISA Matters
    2. 36-02: Hart-Scott-Rodino Questionnaire (Antitrust Compliance Filings)
    3. 36-03: Environmental Matters
    4. 36-04: Real Estate And REIT Matters (1/2)
    5. 36-04: Real Estate And REIT Matters (2/2)
41. Appendix A: Bibliography And Recommended Further Reading
42. Appendix B: A Selection Of Blank Forms (1/2)
43. Appendix B: A Selection Of Blank Forms (2/2)
44. Index
    1. A
    2. B
    3. C
    4. D
    5. E
    6. F
    7. G
    8. H
    9. I
    10. J
    11. L
    12. M
    13. N
    14. O
    15. P
    16. Q
    17. R
    18. S
    19. T
    20. U
    21. V
    22. W
    23. Z
45. About the Authors