Commercial Due Diligence Questionnaire

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Your Business

MJ Commercial Due Diligence Questionnaire (V.1.2)

Current Year

Current Financial Year

Next Year

Next Financial Year

Past Year

Past Financial Year

Form Version

Step 1 - Generic Details

The following Commercial Due Diligence Questionnaire contributes towards the data portal on the business for our team, and forms part of the Due Diligence process to optimise the company and develop a readiness approach for a future M&A transaction.

It has about 180 questions enabling Matt Joy and his team to get a better understanding of the financial aspects of your business. The output is to be read in context with the Business Discovery Questionnaire, the Legal Due Diligence Questionnaire and Financial Due Diligence Questionnaire.

On average, it takes about 120 to 150 minutes to complete this questionnaire. Once done, you will receive a email summary.

Note: To save an unfinished form, click on the button “Save”. This will display a custom URL linked to your unfinished form and an email field that you can use to send to yourself the specific URL. Using this custom URL will allow you to come back on the saved form at a later stage.

First Name

Last Name

Company Name

Step 2 - Business History

Do you have a document describing the company / group's history and development, including the background to the establishment, development and any business restructuring?

Yes

Please upload your company/group history and development document

Choose File

Please describe the company / group's history and development, including the background to the establishment, development and any business restructuring)

What was the initial capitalisation of the company?

Who were the sources of the initial capitalisation, what are their relationships to the current shareholders and the amount of their initial participation expressed in percentage?

Source Name	Relationship	Participation (%)

Is there any company that is or was part of your group that has been disposed of or excluded from this Due Diligence process?

Yes

Please provide details of the companies disposed of or excluded and why

Company Name	Reasons	Details

Step 3 - Business Structure

Do you have subsidiares, sister companies, joint ventures, partnerships, intra-group arrangements or holdings in other related businesses (other than being related by virtue of holding shares)?

Yes

Do you have an organisational schematic to represent these relationships, including the trust structures if any that hold an interest in the company?

Yes

Please upload your organisational schematic document

Choose File

Do you have a document describing the interests of these relationships, including their purpose relative to the group, and whether there are any perceived or actual competitive elements to the group?

Yes

Please upload your document describing the interests of these relationships

Choose File

Please describe the interests of these relationships

Step 4 - Industry Macro Analysis

Please define the industry you are in, with as much detail as you can

What is the overall size of your industry, expressed in USD?

USD

What is the overall annual growth rate percentage of your industry?

What are the factors behind this growth rate?

How is your industry impacted by macro-economic factors such as GDP growth, inflation and interest rates?

What environmental or social trends may, or are likely to affect your industry?

Please describe your applicable regulatory environment and its impact on your industry.

How is technology changing your industry?

Step 5 - Covid-19 Impacts

In the Covid-19 Pandemic, did your business

Lose revenue

Have a reduced margin

Lay off staff or contractors

Other adverse impacts that affected the company's commercial performance

None of the above

What was your revenue loss due to Covid-19 pandemic, expressed in percentage?

Please detail the situation and reasons leading to this revenue loss

By how much was your margin reduced due to Covid-19 pandemic, expressed in percentage?

Please detail the situation and reasons leading to this reduced margin

By how much did you have to lay off staff and contractors due to Covid-19 pandemic, expressed in percentage?

Please detail the situation and reasons leading to this lay off of staffs and contractors

Please detail the other adverse impacts that affected the company's commercial performance due to Covid-19 pandemic

Step 6 - Market and Competition

How do you expect the competition to evolve over the next 3 years?

Materially decrease

Stable

Materially increase

Please explain your reasoning for your competition expectation

Have you done a Competitor Analysis?

Yes

Please upload your Competitor Analysis

Choose File

Please identify the key players in your industry. their respective market share, and their strengths and weaknesses relative to your business

Competitor Name	Market Share (%)	Their Strengths	Their Weaknesses

Are you aware of any business operated by any existing shareholders, directors or other connected persons of the company / group which competes or may compete with the business of the company / group?

Yes

Please share more information about these (potential) competitors

What creates cut through in your market to secure marketshare, other than price?

What are the most common reasons for any loss of business you have sustained, or tenders you have not won, and why?

If you had funding available, what businesses would you acquire to roll into yours?

What would be the main motivations for these acquisitions?

What organic growth rate percentage (e.g. without acquisitions) could you achieve year-on-year over the next 3 years?

Year 1 Growth Rate

Year 2 Growth Rate

Year 3 Growth Rate

What challenges and/or opportunities will impact your organic growth rate?

If you had access to capital at commercially suitable terms, how would you deploy these funds to achieve faster growth rate?

Given your deployment of funds, what inorganic growth rate percentage might you achieve year-on-year over the next 3 years?

Step 7 - Suppliers

Please identify your main suppliers to your business, the approximate yearly costs in dollars and as a percentage of your current revenue

Supplier Name	Yearly Cost ($)	Yearly Cost (as Yearly Revenue %)

Have you had a change in any key suppliers over the last 24 months?

Yes

Please provide the reasons for this change

Do you have a concentration risk or over reliance on any one key supplier?

Yes

Please provide some context about this risk

Have any of your key suppliers ever done one or more of the following?

Exercised bargaining power

Proven unreliable

Threatened to move to your competitors in negotiation

None of the above

Step 9 - Marketing and Go to Market (GTM)

How would you define your ideal customer?

Do you answer a customer "need" or a customer "want"?

Customer's need

Customer's want

Have you define a marketing strategy with clear and actionable objectives?

Yes

Please describe your marketing strategy and objectives?

What is your marketing spend as a percentage of revenue?

How do you position yourself in the market (either actual or desired)?

Please detail your current channels (for instance Social Media(s), Referral, Cold Call, Business Networking, ...) for sourcing leads, their approximate conversion rate and their approximate revenue mix expressed in percentage

Channel Name	Channel Conversion Rate (%)	Channel Revenue (as % of total revenue)

What are the barriers to entry for new competitors?

Please details the other elements included in GTM strategy

How do you sell your services and/or products?

Sell direct

Sell through Channel Partners

Sell both ways

Please detail the reasons that led you to use both ways for your services and/or products

Please detail the reasons that led you not to sell through Channels Partners

Please outline your services and/or products by category sold by Channel Partners

Category Name	Product or Service Name

Do you envision to sell more services and/or products through Channel Partners?

Yes

What is the percentage of Gross Revenue for FY generated by Channel Partners?

What is the expected percentage of Gross Revenue for FY generated by Channel Partners?

Step 10 - Sales

Please outline your services and products by category and the approximate FY revenue forecast mix expressed in percentage

Category Name	FY Revenue Forecast (%)
	Revenue Forecast (%)">

Please outline your services and products by category and details the key components of cost of sales for each category

Category Name	Item 1: Name	Item 1: Cost (%)	Item 2: Name	Item 2: Cost (%)	Item 3: Name	Item 3: Cost (%)

Which services and/or products has the highest potential?

Please identify any other products and/or services that you could add to expand your verticals from supply to delivery

Please outline your next 3-year sales pipeline for your services and products by category, and your typical conversion rate expressed as a percentage

Category Name	Next 3 Year Pipeline ($)	Conversion Rate (%)

Do you sell services and/or products only in Australia?

Yes

Please outline your services and products by category and the approximate FY revenue forecast mix expressed in percentage

Country Name	FY Revenue Forecast (%)
	Revenue Forecast (%)">

Do you expect this geographic revenue distribution to significantly change over the coming 3 years?

Yes

Do you sell your services and/or products to

Other businesses (B2B)

Consumers (B2C)

Both

Do you have retainer agreements with some or all your B2B customers?

Yes

On average, what is your contract term for B2B retainer agreement?

How is the renewal process handled for B2B retainer agreements?

Do you have retainer agreements with some or all your B2C customers?

Yes

Is your B2C retainer agreement (or Terms of Services) the same for all your B2C customers?

Yes

Please detail the different variations of your B2C retainer agreements for B2C customers

Do the B2C retainer agreements have a set contract term?

Yes

On average, what is your contract term for B2C retainer agreement?

How is the renewal process handled for B2C retainer agreements?

Step 13 - IT (Sales and Customer Support)

Do you have a Customer Relationship Management (CRM) software?

Yes

What is your CRM software?

Is this widely adopted and used as the single source of truth throughout the business?

Yes

What are the reasons preventing your CRM adoption and usage as a single source of truth?

How are you managing your sales pipeline, leads, forecasts and account management activities?

What roles do you have in your sales cycle?

Role Name	Role Description

Do you incentivise your sales team members?

Yes

How do you incentivise your sales team members?

Are your sales incentives capped?

Yes

Do you have a Customer Success Management Role?

Yes

Please describe the duties of Customer Success Management Role

Step 14 - Software Business

Do you consider the main activity of your company or group to be related to software?

Yes

What third-party products can your software integrate with? If more than 6, just reference the 6 most commonly used integrations by your customers.

Third-Party Product Name

Step 15 - SaaS Business

Do you sell your products and/or services sold under a Software-As-A-Service (SaaS) business model?

Yes

How much of your products and/or services are sold under a SaaS business model, expressed as a revenue percentage?

Is your payment platform digitised?

Yes

What are your typical collection arrears expressed in days?

days

Do you track and monitor the use of your software by your customers?

Yes

Please describe how you track, monitor and analyse (for improvements) the use of your software by your customers

Please detail the reasons why you are not tracking and monitoring your customers data usage

What could you improve to ease and fasttrack your sales cycle?

What is the minimum of touch points required to onboard a new customer?

touch points

What is the minimum of touch points required for an existing customer to buy more from you (e.g more licenses, upgrade tier-plan, …)

touch points

Which of the following business metrics to you monitor?

Customer Acquisition Cost (CAC)

Customer Lifetime Value (CLV)

Churn Rate

Other

None of the above

Please outline your current CAC per channel of acquisition

Acquisition Channel	CAC ($)

What is your average CLV over the last 12 months?

What is your yearly Churn Rate over the last 12 months?

Please detail your other business metrics you are monitoring

Tell Us More About Your Business

Tell Us More About
Your Business