The document contains due diligence questions across several topics that would be relevant for an acquisition or IPO. It includes questions about the company's market strategy, growth drivers and market sizing, competitive landscape, products, technology, customers, sales, financial overview, growth plans, and potential for an exit or funding. The questions seek to understand the company's market positioning, product differentiation, customer base, sales approach, financial performance, growth opportunities, and strategy.

1. DUE DILIGENCE
QUESTIONS IN AN
ACQUISITION/IPO

2. MARKET STRATEGY
• Discuss company strategy.
• How has the company strategy evolved?
• What is the strategy today for each end customer?
• What industry trends are occurring that the Co is most focused
on today/tomorrow?
• What growth drivers do you see?
• Discuss the challenges currently being faced by your industry that
the Co is addressing.
• How is the Co positioned to take advantage of the
expected opportunities?
• How is the Co prepared for possible risks and challenges?
• What is the greatest market risk facing the Co?

3. GROWTH DRIVERS & SIZING
• How does the Co assess the market size for its
products?
• By vertical, by geography, etc.
• What other markets are potential areas of growth for
the Co?
• How do they compare to existing segments?
• How do markets differ around the world?
• Where are the largest opportunities?
• How are these opportunities being targeted?

4. COMPETITIVE LANDSCAPE
• What is the Cos competitive positioning?
• What is the market share of the various competitors?
• What is the biggest competitive threat facing the Co?
• How hard is it for someone to replicate the
company’s product?
• Discuss competitors financial situation
• How do industry analysts view the Co?
• Are there new entrants to the market that are getting
a lot of attention?

5. PRODUCT
• What is unique about the Cos solutions?
• Describe key product differentiators
• Discuss potential upsell/cross-sell opportunities
• What product features do customers deem most
valuable?
• What product developments are coming down the
pipeline?
• Does the Co license any non-proprietary technology in its
solutions? Any Risks?
• Highlight any intellectual property. List all patents,
trademarks, etc.

6. TECHNOLOGY
• Describe the technology architecture
• Discuss the Cos internal R&D infrastructure
Compensation and attrition history
• How often do you release product upgrades?
• Discuss scalability of the platform
• At what point do you need an upgrade of the
technology/system architecture?

7. CUSTOMERS
• Provide a current average customer description in terms of purchase
characteristics?
• Who is the target customer?
• Who is the key decision maker at a customer?
• What is the average sales cycle?
• Pricing. What is negotiable and non-negotiable? What is discountable?
• What is the anticipated ability to increase pricing going forward?
• What are the historical renewal rates (by segment, gross/net)?
• Discuss customer acquisition growth/trends over past 3 years
• Who are the largest potential customers?
• Discuss expansion/referred customers. What % of revenue?

8. SALES
• Describe the current sales approach? Do you segment by size,
vertical, geography?
• What are sales quotas? Are they managed monthly, quarterly,
annually?
• What has been historical achievement to quota?
• How do you manage sales performance?
• What could cause significant delay in implementation of pipeline
deals?
• What value do partners bring to the Co and vice versa?
• How is the Co generating awareness?
• Discuss margin by customer type

9. FINANCIAL OVERVIEW
• How is the Co tracking to its current year plan? Potential
upsides/downsides?
• How much revenue is recurring/contracted?
• Break down revenue by product
• Is there visibility into contract renewals?
• Discuss your revenue recognition policy
• Break out margins by product
• Do you capitalize R&D costs?
• Review debt and key terms

10. GROWTH & PRODUCT
• How much whitespace do you have in your existing customer base?
• More products/customers
• New users
• Review product roadmap (12 Mos/36 Mos)
• What are the best opportunities for growth in new products?
International?
• Whom would you identify as top targets for acquisition and why?
• Where do you see the biggest weakness in your current position in the
market and how would you propose resolving it through acquisition?

11. ARE YOU TEEING UP FOR
AN EXIT OR FUNDING?
Contact Barry Jahansetan To Discuss
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