Operational Due Diligence: Three Steps to Accelerate and Unlock Value on Your Next Transaction
The pandemic has changed the requirements for operational due diligence
Traditional due diligence has always focused on the basic metrics of the target company and its industry such as market size, competition, and financials. Even before the pandemic hit, acquiring companies and PE firms were beginning to realize that such a boilerplate approach is woefully inadequate and does not go far enough in uncovering existing weaknesses and inefficiencies as well as cash and growth opportunities that may be hidden in the target company's supply chain and operation. As the pandemic became a global crisis, the world experienced firsthand what happens to companies when operational due diligence is viewed as a "check-the-box" exercise. Supply chains that worked well suddenly failed, and long-standing strategies that focused on cost-based sourcing from a small number of large suppliers in a single region had to be re-evaluated. Operational due diligence -- during the pandemic and post-pandemic environment -- is much more likely to uncover the potential for failure, as well as opportunities for de-risking and accelerating time-to-rebalance.
For sophisticated deal makers, operational due diligence (ODD) is much more than a defensive tactic to identify and mitigate risk. Rather, it's viewed to be value driven and designed to embed value from the start by increasing bidding confidence and competitiveness, improving lender/investor dialogue and accelerating time-to-close. These same deal makers understand ODD helps identify all the value levers that, when acted upon, will enable the investment to drive EBITDA, cash and growth and ultimately reduce their holding period, in turn optimizing the internal rate of return (IRR), and overall fund performance.
Three steps you should take to accelerate and unlock value on your next deal1. Be more diligent in your operational due diligence
Historical data in the post-pandemic era may be less relevant than ever. Short and long-term disruptions and the potential for future losses may not yet have been accounted for in the target company's financials and as a result due diligence needs to focus on several other factors besides historical data, most importantly on what the future outlook holds. Understanding the target company's ability to anticipate demand signals and adapt to their customers' reshaped demand profile is crucial. Also, understanding how well the company can share this information with their suppliers and appreciate the issues and challenges that will arise from their suppliers' supplier is the piece that is often overlooked. Needless to say, how well a target company succeeds going forward will also depend on the existence of risk management protocols and business continuity plans -- and the operational due diligence process will examine those plans.
2. Take an end-to-end perspective on the supply chain and operations
The end-to-end supply chain can be simply illustrated by the company's ability to plan-buy-make-move/fulfill customer orders:
Plan -- Interest in sales & operations planning (S&OP) is growing across all industries to ensure the balance of demand and supply of products and services. Understanding the target company's product & service operating environments and evaluating how to best optimize the "cost to serve" through process, communication & collaboration is key.
Buy -- Diversifying the supply chain will contribute towards de-risking in the future. As part of this diversification, implementing a sustainable strategic procurement operating model to leverage internal business functions, customers and suppliers is foundational. It is critical to build in a higher level of sourcing optionality and collaboration through both existing and new sources of supply.
Make -- Gaining a deep understanding of the company's operation is a fundamental area for value creation. Every company faces pressure to operate efficiently. Pandemic-related changes in the overall supply chain further emphasize the importance of re-evaluating manufacturing to streamline operations, reduce cost and improve delivery of products.
Move/Fulfill -- Determining the most efficient means of moving a product while maintaining desired service levels given a static, or in today's world a very dynamic supply chain, reduces costs, improves supplier relationships and increases customer satisfaction.
Sellers understand the new market and are prepared to undergo more scrutiny than ever. As historical information no longer serves as a predictor of future performance, buyers will want more forward-looking information. Adding data analytics into the due diligence mix is one way acquiring companies are setting the stage for faster value creation and smarter buying decisions. Good data analytics -- far beyond simply analyzing historical data -- identify future-looking trends, pinpoint the best targets, spot potential deal-breakers and help to find where hidden opportunities for value creation may lie.
Operational due diligence - the questions to ask
Take a close look at the target company's suppliers and sourced materials. Is the company reliant on single source and single-region strategies? Every supply chain in the world has suffered some level of disruption -- is the target company planning on going back to "business as usual", or are they planning for permanent changes in supply chain operations? It is very likely that, even after the pandemic danger has passed, there will continue to be a major impact on the end-to-end supply chain.
Is there a rebalancing plan in effect, or is there a possibility for one? Diversifying the supply chain will contribute towards de-risking in the future. It may be possible to source from multiple suppliers, in a new combination of offshore/nearshore/onshore sources, without having to face higher costs. Has the logistics network adapted to supplier, operational and customer changes?
Finally, the post-pandemic environment is likely to bring about permanent, and potentially positive, changes to the M&A - and associated due diligence- processes. Acquisitions have always been driven by face-to-face interaction, and deal-making has been one of the last to embrace the inevitable march towards digital collaboration tools. This digital transformation -- which includes advanced data analytics -- will ultimately transform not only how a firm analyzes deals but also how they add value to them post-acquisition.
Maine Pointe, a member of the SGS Group, is a global supply chain and operations consulting firm trusted by many chief executives and private equity firms to drive compelling economic returns for their companies. We achieve this by delivering accelerated, sustainable improvements in EBITDA, cash and growth across their procurement, logistics, operations and data analytics. Our hands-on implementation experts work with executives and their teams to rapidly break through functional silos and transform the plan-buy-make-move-fulfill digital supply chain to deliver the greatest value to customers and stakeholders at the lowest cost and risk to business. We call this Total Value Optimization (TVO)™.
Maine Pointe's engagements are results-driven and deliver between 4:1-8:1 ROI. We are so confident in our work and our processes that we provide a unique 100% guarantee of engagement fees based on annualized savings. www.mainepointe.com