Digital Due Diligence – the New Front Line in Business Valuation

Digital Due Diligence: A New Era in Business Valuation

By Jaco Vermuelen, CTO, BML Digital

What is digital due diligence?

Due diligence is the investigation and audit based on the examination of financial records, compliance and legal, before entering into a proposed transaction with another party. It is performed to confirm the facts or details of a matter under consideration – typically an acquisition.

Due diligence will typically consider the structure, assets, and liabilities that a business holds and is ultimately orientated towards delivering an accurate present and future valuation of a business.

However, as businesses have had to move to a digital-by-default position to effectively operate in a contemporary world, the concept of digital due diligence (DDD) has arisen to give an accurate valuation as to the digital portfolio within a company.

There have been some early, awkward attempts at this assessment that have typically focused on the “digital assets” of a company.  This has often been limited to websites, search rankings etc, attempting to deliver a financial value on the online presence of a business.

This is, however, woefully inadequate for most businesses. To be of any real use, digital due diligence must go beyond a selection of what was classically 10 years ago perceived as digital for a business has, but also encompass the impact of digital on how a business operates.

This is because DDD must reflect that – in a modern, integrated, data-driven world, businesses need to become more automated and make extensive use of technology to do so – the value of that company is inextricable from the value of the technology and how it is used to enable the business operations.

This cannot be understated. There are traditional specialist tasks that are no longer attractive to a younger generation – anything from invoice processing to demand forecasting to route planning to workforce optimisation, insurance claims processing and payouts;  or tracking components and stock through production, warehousing, and distribution. 

These are not tasks that it would be nice to replace by automation, they are tasks that MUST be replaced by automation.  Consequently, the technology and digital capabilities that enable these tasks create a key aspect of the value of a business.

What does DDD look like?

This realisation promotes an immediate set of questions for any investor looking to assess the value of a target business’ digital position:

• How connected, integrated, and automated is the business?
• How are ways of working tied to data?
• Are the business’ customer and supply chain interfaces (websites, apps, and communication) appropriate for a digital world?
• How does the business operate from a technological perspective?
• How accurate, timely and accessible is reporting and analytics to enable business decisions?
• Are the tools and systems fit for the current job AND future objectives? 
• Does the business have the right tools, systems?
• Are all technology and services appropriately licensed or contracted? 
• What is the data or compliance exposure to risk?
• Are there security risks?

This can be understood as a digital iceberg.  Typically, most assessments of digital due diligence focus on that which can be seen above the water, exemplified by online customer interfaces, some business intelligence, analytics, and possibly machine learning.

But most of the value lies beneath the water as technology determines operational, supply chain and even HR issues.

How businesses link these two facets is critical.  All too often assessments are made without consideration to the deeper issues such as code development, security, and data flow.

This gives a very static picture of the digital value of a company at any one point in time, rather than future value of efficiencies and opportunities, or indeed the risks that may arise.

Why does DDD matter?

If potential issues associated with these are not understood, it introduces risks and missed opportunities that will need to be addressed, and it will impact the value of the business and what it can be bought for as the purchaser will have to modernise the company.  DDD should inform the potential investor what they need to account for / seek as a discount when it comes to the expected outcomes of the purchase.

In a ‘digital by default’ economy, if objectives are limited by technology, then profitability goals are a lot harder to realise. Of course, it does also work the other way and DDD can reveal a business to be worth far more than initially anticipated.

It is also important to highlight the difference between the value of these digital capabilities and the existing assets, liabilities, and risks of the business.  Typically, a digital portfolio has a lower operational or capital expenditure initially but has massive scope for growth and value creation, but also gaps may have significant negative operational efficiency and effectiveness impacts.

This is especially true when the correct use of technology reduces the need to invest elsewhere to supplement legacy ways of working.  One example of this could be seen in realising a need for zero additional headcount because of automation.

What is the value of DDD?

In any regard, as businesses move to digital by default, there is an increased recognition of the equal importance of the value of the “digitalness” of the portfolio.  Previously this has been hugely neglected, but now investors and owners alike recognise the need for an outside -in view when it comes to assessing their business’ position.

This has been driven by the realisation that these business owners see that they are not keeping up with competitors.  There is an especial threat of new entrants who can exploit new technology and leapfrog legacy processes and outperform industry standards, from the very beginning.  

Of course, the pandemic has also had a profound impact.  Many businesses owners have realised they were stuck in physical locations and this limited flexibility / agility.  This created a focus on the need to change and to employ technology and processes that drive flexible working.  For many businesses this has been more than just putting in Microsoft Teams – it has been a large-scale overhaul of operations, removing on-site IT and embracing new options. 

As a result, there are pockets where DDD is picking up a lot – industries such as travel and hospitality, healthcare, education, and utilities, all had a lot of drivers to assessing digital value pre-COVID, but the pandemic has accelerated this massively.  

When it comes to company size, smaller companies typically feel the weight of the legacy and stay stuck as they face the need to maintain business as usual and are consistently privately owned. By comparison, large brands must make an overt position of how they compete and thus need to address their digital maturity: not necessarily with the idea of informing acquisition but how to improve.

Digital due diligence and ROI

Thus, for smaller businesses, digital due diligence is often couched in terms of being sold / bought and for larger enterprises, it resonates more as digital maturity. 

But there is a lot of consistency in the tools at use throughout ANY size of companies – the same platforms and environments are found in different businesses regardless of size. Consequently, there is a great deal of consistency in how businesses can approach DDD – looking at what to invest in, in what timeframe, how to approach the change and what is foundational to create the business of tomorrow.  This gives a roadmap to ROI on that investment and an accurate value of the digital capability within a business.