Due diligence

What a financial due diligence asks of the numbers.

A buyer asks the same three questions in every deal. Is the reported result repeatable. What sits inside working capital that is really debt. Which costs disappear after closing and which ones stay.

Due diligence is a trust exercise. Every number that cannot be traced back to a booking is a number someone has to take your word for.

Answering those questions means rebuilding the ledger, not summarising the annual accounts. Filed accounts are compressed by design. They hide exactly the detail the discussion is about.

Insitely starts from the general ledger of the target company and maps every account to the Belgian MAR structure. The same question then gets answered the same way in every file, and both sides of the table look at the same numbers instead of at two separate reconstructions of them.

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The three discussions that set the price

EBITDA normalisation

Which results are repeatable and which are not. Owner remuneration above or below market, one-off legal costs, rent paid to a related party, a bad debt that will not return. Each adjustment needs a source in the accounts, otherwise it is an opinion.

Net debt

Debt is broader than the loans on the balance sheet. Overdue tax, deferred payments, factoring, finance leases and shareholder current accounts all shift the number. The definition has to be applied identically across every period compared.

Normalised working capital

Seasonality makes a single balance sheet date meaningless. A monthly series shows the normal level and the swing around it, which is what the reference amount in the price mechanism should be built on.

Quality of revenue runs underneath all three. Concentration, recurrence and margin per customer. Turnover that depends on three customers carries a different risk than the same turnover spread across three hundred, and the ledger already contains the answer.

Why annual accounts are not enough

Accounts filed with the National Bank are a summary. Several MAR accounts collapse into one line, monthly movement disappears, and analytical detail was never in scope.

A due diligence lives in exactly that lost detail: which month the margin dropped, which customer stopped paying, which cost was booked once and never again.

Filed accounts are useful for a first screening. They are not a basis for a price discussion.

Why the Belgian MAR matters

Every Belgian company books on the same statutory chart of accounts. That is an advantage most markets do not have.

Because the account structure is shared, a mapping written once holds for the next file as well. Two targets in different sectors stay comparable without rebuilding the model.

It also means the normalisations can be defined at account level instead of being retyped as manual corrections in a spreadsheet.

The point is not a faster export. It is that seller, buyer and advisor stop arguing about which version of the numbers is correct, because there is only one.

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