Diligence_Requests_TheKey_of_Kansas_LLC.txt

Due Diligence Request List - TheKey of Kansas, LLC

NOTE: It should be made clear to all existing caregivers and employees that we expect to fully retain existing staff and look forward to meeting them advancing this business forward. 

1. Financial & Accounting

Full financial statements (P&L, balance sheet, cash flow) for the past 3 years as well as year-to-date. - Fiance Team - Steve Koyanagi


Detailed general ledger for the trailing 24 months.- No


Breakdown of revenue sources: client type (private pay, LTC insurance, Medicaid waiver, VA, other). NO


Client billing detail: hours billed, hourly rates, adjustments, unpaid balances. - Teresa Heit - Wellsky


Aging reports for Accounts receivable and accounts payable - Netsuite - Collections - Teresa Heitask Laszlo x

Tax filings: state and federal returns for past 3 years. - Teresa Heit ask Michael Jichetti x


Debt/obligation schedule: loans, leases, credit lines, liens. - NO
 

Capital expenditures history and planned.- NO

Cash reconciliation (bank statements for past 12 months). Teresa Heitask Gerri 


Any PPP/EIDL loans or other government relief received and repayment status.


2. Clients & Revenue Base

Current client roster with start dates, care plan hours, billing rates, and payor source. - Wellsky - Teresa


Client tenure/attrition data (who left in past 24 months, why?). - NO


Pipeline: any pending referrals, prospects, or contracts. - Teresa Heit


Client agreements/contracts (copies of all active agreements). - Wellsky - Teresa Heit - Provide a sample of 3 - Teresa

Satisfaction surveys or complaint history sourced internally and externally (ie Google Reviews) - Screenshot Medallia - Teresa Heit


3. Employees & HR

Employee roster: role, hire date, status (FT/PT), hourly rate or salary, overtime, bonuses, PTO accruals. - Teresa Heitask Emily  


Caregiver roster with active client assignments and backup capacity. - Wellsky Teresa Heit


Turnover/retention data for past 2 years. NO


Background checks, licensing, certifications (Kansas & Missouri compliance) and information and costs of background check provider - Teresa Heit ask Emily 


Payroll reports (12 months but prefer 24 months). Wellsky - Teresa Heit


Benefits: health, retirement, workers comp, other perks and the provider who facilitates any/all benefits extended to employees - Teresa Heitask Emily


Employee complaints, terminations, or lawsuits in past 3 years. - Teresa Heitask Emily


Contractor vs employee mix - are all caregivers W-2? Any 1099? All employes


4. Legal & Compliance - Steve Koyanagi?

Articles of Organization, bylaws/operating agreement for TheKey of Kansas LLC.


Franchise agreement - including obligations upon exit, de-branding requirements, ongoing royalties if any which we understand may require further discussion and alignment since we will change to non-franchise/private. 


Licenses & permits in KS and MO (home care licenses, business registrations).


Regulatory inspections/audits (deficiencies, corrective actions).


Outstanding or threatened litigation (client, employee, state).


Compliance policies (HIPAA, caregiver training, background check procedures).


Insurance policies (general liability, professional liability, auto, workers comp).


Non-compete obligations of key employees (make sure you can retain them).


5. Operations

Office lease agreement (terms, renewal dates, deposits). - Teresa Heitask Madonna


Fixed asset list: computers, phones, office furniture, scheduling software, care documentation systems. Teresa Heitmake a list


Scheduling software & CRM licenses (Home Care Pulse, ClearCare, WellSky, etc.). Wellsky, Medallia for Transfer period. 


Recruiting & training processes (manuals, onboarding procedures). Proprietary 


Care protocols/manuals used with clients. - share handbook Teresa Heit

Vendor/supplier contracts (background check providers, payroll services, insurance brokers, training providers). Steve Koyanagiinsurance policy?


6. Franchise Exit - Steve Koyanagi?

Written confirmation of obligations upon leaving TheKey franchise:


De-branding requirements (signage, website, uniforms).


Any non-solicitation or transfer fees.


Transition support or restrictions.


Confirmation that clients and caregivers transfer cleanly without restrictions.


7. Technology & Data - None

Website/domain ownership transfer details. - Nothing there


Phone numbers (main line, client call-in, recruitment line). - IT department


Email, cloud storage, and IT systems used. None

Client records/data (format, migration plan). None
 

Cybersecurity measures (HIPAA-related). None


8. Marketing & Business Development

Historical marketing spend & results (ads, referral partners, search leads for up to 36 months). See P&L


Referral source list: hospitals, discharge planners, senior living facilities, agencies. - Teresa Heit to share


Community partnerships and any written agreements. - Teresa Heit to share


Branding assets (logos, photos, social media, testimonials depending on transition timeline). None, brand not transfering


9. Transition & Integration - Buyer responsibility - Teresa Heitplease organize with Dane

Key-person retention agreements (General Manager, Scheduler, RN Care Manager) - We will want to schedule a time to meet these individuals and speak with select caregivers ideally the week of 9/29. For buyer to create


Owner’s transition role: handover period, introductions to clients/referrers.


Training obligations (shadowing, ride-alongs).


Client communication plan for rebrand.