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Confidential Memorandum
Sample - "Confidential Memorandum"
NOTE:
When you’re interested in
selling or buying a business,
questions relating to the sale of the business must be answered. This is
necessary in order to determine the “Fair Market Value” or range of values for
your company
THE
FOLLOWING DOCUMENTS MAY BE NEEDED OR BE MADE AVAILABLE (Consult with Broker for
documents necessary):
·
FINANCIAL
RECORDS
o
HISTORICAL
FINANCIAL STATEMENTS (for the most recent three fiscal years)
o
FEDERAL TAX
RETURNS (or the most recent three tax reporting years *
o
INTERIM FINANCIALS
(for the most recent reporting period)
o
SCHEDULE OF ALL
INDEBTEDNESS OF THE BUSINESS
o
ACCOUNTS
RECEIVABLE AGING REPORT
o
INVENTORY
INFORMATION
o
SUMMARY OF
JOBS-IN-PROGRESS REPORT
·
COMPANY ASSETS
AND REAL ESTATE
o
ASSETS NOT
APPEARING ON THE BALANCE SHEET
o
LIST OF ASSETS TO
BE INCLUDED IN THE SALE
o
LIST OF ASSETS TO
BE EXCLUDED FROM THE SALE
o
LEGAL DESCRIPTION
OF ANY REAL PROPERTY INCLUDED IN THE SALE
o
APPRAISALS ON
BUSINESS REAL ESTATE AND/OR EQUIPMENT (within the past 5 years)
o
COPY OF LEASE
·
EMPLOYEE
RELATED
o
ORGANIZATIONAL
CHART (Job Description and Rates of Compensation)
o
ANY EMPLOYMENT
CONTRACTS, REPRESENTATIVE AGREEMENTS, ETC.
o
COPIES OF ANY
PENSION AND/OR PROFIT SHARING PLANS
o
BUY/SELL AND/OR
SHAREHOLDER AGREEMENT
o
COPIES OF ALL
INSURANCE POLICIES
o
BROCHURES,
ADVERTISEMENTS, YELLOW PAGE ADS, ARTICLES, MAPS, ETC.
o
LIST OF ANY
CONTRACTS FOR SERVICES
o
COPIES OF ANY
PATENTS, COPYRIGHTS, TRADEMARKS, OR CONTRACTS OF VALUE
* SBA and/or other lenders
will require at least three years of tax returns.
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1. Client
Name: |
Bob Client |
Title:
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President/Owner |
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Name of
Business: |
Accounting
Service & Taxes, Inc |
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Address: |
Manatee Ave
West |
City: |
Bradenton |
State: |
Fl |
Zip: |
34205 |
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Business
Phone: |
123-4567 |
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Fax: |
941-1234567 |
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For
information contact: |
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Contact Name: |
Robert
Servian |
Title: |
Broker |
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Address: |
1133 Fourth
Street |
City: |
Sarasota |
State: |
FL |
Zip: |
34236 |
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Business Phone: |
941
388-1272 |
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Fax: |
941
388-1021 |
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2a.
Please provide the following for all those owning greater than 10% of the
company. *(Should equal 100%)
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Name |
Title |
% Owned* |
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Seller |
President/Owner |
100 |
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2b. Common
Shares Outstanding: |
n/a |
Shares
repurchased? Yes |
n/a |
No |
n/a |
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Price/Share: |
$n/a |
Repurchased
Date: |
n/a |
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Buy/Sell
Agreement? Yes |
n/a |
No |
n/a |
Any Options
Outstanding? |
n/a |
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To
Whom? |
n/a |
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2c.
What function does the owner currently perform that will need to be replaced
by someone other than the buyer? |
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None |
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3.
What back-up is there for key positions? |
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3 Key
employees have functional experience and can perform |
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all job
responsibilities. |
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4.
Company Legal Name and D/B/A: |
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5. Has the
company had a name change?
Yes |
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No |
X |
If yes,
explain. |
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6.
Date business began: |
1993 |
7.
Business year end: |
12/31 |
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8a. Are you
the founder of the business? |
Yes |
X |
No |
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8b. If no,
how long have you owned the business? |
n/a |
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9. Is
the founder still involved with the company? |
yes |
If no,
explain. |
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10. State
of Incorporation: |
Florida |
11. Date
of Incorporation: |
1993 |
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COMPANY LEGAL STATUS |
BUSINESS CATEGORY |
SIC
CODE |
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Sole
Proprietorship |
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Agriculture |
Primary: |
8721 |
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Partnership |
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Forestry
and Fishing |
Secondary: |
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Limited
Partnership |
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Distribution |
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Subchapter
“S” |
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Contract
Construction |
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“C”
Corporation |
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Manufacturing |
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Limited
Liability Corporation |
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Wholesale |
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Non-Profit
Corporation |
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Retail |
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Other:
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Information
Technology/Software |
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Other:
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X |
Finance,
Insurance, & Real Estate |
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Other: |
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Transportation, Communication, & Utilities |
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Other: |
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Service |
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Other: |
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Accommodation & Food Services |
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12. Provide a brief review of the company history: |
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A very profitable
accounting practice with a well-established client list is now available.
This firm has an excellent opportunity for continued growth in its area.
50% of the revenue is from monthly or quarterly accounting for clients, with
the other 50% from client tax preparation |
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13. Describe products and/or services: |
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Accounting
Services: Including bookkeeping, monthly reporting, Quarterly reporting,
Business Consulting, financial planning, and tax preparation. firm
specializes in retirement planning and has a full department that
specializes in IRS audits. |
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14. How
many years at current location? |
9 |
Has the
company moved or expanded facilities? |
n |
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If
yes, explain. |
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15. Provide breakdown for
recent FYE of product /services by sales volume in dollars and in %.
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Product/Service |
Sales Volume in Dollars |
Sales Volume in % |
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Accounting Services |
$189,255 |
21 |
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Consulting |
$377,248 |
42 |
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Tax Services |
$322,500 |
37 |
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TOTAL |
$889,003
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100% |
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16. Primary Target Market? |
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Individuals, small business, and corporations with a special focus on
retired executives. |
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17.
Rate
the market trend for this product: |
3 |
(ENTER A NUMBER 1=DECLINE
2=FLAT 3=GROWTH)
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18.
How long has this
industry or product been widely known? |
3 |
(ENTER A NUMBER
1=NEW 2=10 YRS OR LESS 3=OVER 10 YRS)
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19.
How many different competitors are in the company’s trade area? |
3 |
(ENTER A NUMBER
1=NONE 3=A FEW 5=MANY OR NEXT DOOR)
20. Methods of Marketing:
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Radio |
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Outside Representatives |
X |
Yellow Pages |
X |
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Television |
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Employee Sales Staff |
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Direct Mail |
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Newspaper |
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Telemarketing |
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Internet Web Site |
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Trade Journals |
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Ongoing Contracts |
X |
No Advertising |
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