Buyers Guide for conducting management calls with Sellers / Owners in SMB Acquisitions - my detailed agenda:
    1. Brief Overview of the Business History
    · Company Background / Management History
    - Provide a general History of the Company and any recent or key inflection points.
    · Discuss Primary Revenue Streams
    · So how's the business doing today?
    2. Management Team / Owner and Employee Structure
    · Owner Roles in Day-to-Day Operations
    · Accounting Team: Overview, Responsibilities, and Day-to-Day Bookkeeping
    · Role of CPA?
    · Other Key Personnel, Significant Recent Changes in Management, and Key Departures
    3. Revenue & Accounts Receivable (AR)
    • Discuss Top Customers
    • Any significant New or Lost Customers in the Last Three Years?
    • How do you account for Sales Rebates/ Discounts?
    • Accounts Receivables: How are customer collections?
    • Discuss Customer Payment Terms
    4. Employee Matters
    • Does the Company offer Benefits? (ie. Health, Dental 401K)
    • Are EE's W-2 or do you use 1099 workers?
    • Any Bonus/Commission Plans?
    • Any Severance Payments or One-Time Bonuses in the Last###-###-#### Months?
    5. Property & Equipment (PP&E)
    • Major Additions & Retirements in the Last Three Fiscal Years
    • Any expected Capital Expenditures need to support the business in the Next###-###-#### Months?
    6. Vendor Matters
    • Key Vendor Relationships and Payment Terms
    • Contractual Agreements with Vendors
    • Rebate Programs Offered by Vendors
    • What are Vendor payment terms? ie. DPO trends
    7. Additional Questions & Other matters Part 1:
    • Pending or Threatened Litigation?
    • Related Party Transactions?
    • Any Changes in Contracts or Relationships expected in the next 3-12 months?
    8. Additional Questions & Other matters Part 2:
    • Any one time revenue or expenses?
    • Did the company pay for any personal / owner expenses which were not business related?
    9. Last note on the importance of management calls
    - Every acquisition must have at least 1 in person or zoom management call.
    - Why? Often these calls uncover material items never mentioned in the CIM or company provided information.
    10. What other questions do you ask owners?

    Drop them in comments below

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