Section B – TWO questions ONLY to be attempted
You are a manager in the assurance department at Raphael & Co, a firm of Chartered Certified Accountants. Your firm has been appointed by Sanzio Co to perform. a due diligence review of a potential acquisition target, Titian Tyres Co. As part of the due diligence review and to allow for consideration of an appropriate offer price, Sanzio Co has requested that you identify and value all the assets and liabilities of Titian Tyres Co, including items which may not currently be reported in the statement of financial position.
Sanzio Co is a large, privately owned company operating only in this country, which sells spare parts and accessories for cars, vans and bicycles. Titian Tyres Co is a national chain of vehicle service centres, specialising in the repair and replacement of tyres, although the company also offers a complete range of engine and bodywork services as well. If the acquisition is successful, the management of Sanzio Co intends to open a Titian Tyres service centre in each of its stores.
One of the reasons for Titian Tyres Co’s success is their internally generated customer database, which records all customer service details. Using the information contained on the database software, the company’s operating system automatically informs previous customers when their vehicle is due for its next service via email, mobile phone text or automated letter. It also informs a customer service team to telephone the customer if they fail to book a service within two weeks of receiving the notification. According to the management of Titian Tyres Co, repeat business makes up over 60% of annual sales and management believes that this is a distinct competitive advantage over other service centres.
Titian Tyres Co also recently purchased a licence to distribute a new, innovative tyre which was designed and patented in the United States. The tyre is made of 100% recycled materials and, due to a new manufacturing process, is more hardwearing and therefore needs replacing less often. Titian Tyres Co paid $5 million for the licence in January 2015 and the company is currently the sole, licenced distributor in this country.
During a brief review of Titian Tyres Co’s financial statements for the year ended 30 June 2015, you notice a contingent liability disclosure in the notes relating to compensation claims made after the fitting of faulty engine parts during 2014. The management of Titian Tyres Co has stated that the fault lies with the manufacturer of the part and that they have made a claim against the manufacturer for the total amount sought by the affected customers.
Required:
(a) Describe the purpose of a due diligence assignment and compare the scope of a due diligence assignment with that of an audit of historical financial statements. (6 marks)
(b) (i) Recommend, with reasons, the principal additional information which should be made available to assist with your valuation of Titian Tyres Co’s intangible assets.
(ii) Explain the specific enquiries you should make of Titian Tyres Co’s management relevant to the contingent liability disclosed in the financial statements.
Note: The total marks will be split equally between each part. (14 marks)