How I Caught a Seller's $600K Lie
►EXECUTIVE SUMMARY
1) WHEN A MILLION DOLLARS AIN'T A MILLION DOLLARS — HOW $600K VANISHED INTO A SPREADSHEET: Electrical contractor, $3.5M revenue, supposedly $1M EBITDA. Looked clean in QuickBooks. The lie was buried in $800K of work-in-progress the seller swore was "90% done." It wasn't even close.
2) THE WIP TRAP THAT 99% OF DILIGENCE PROVIDERS WOULD'VE MISSED: Most QoE shops take the easy route and skip validating work-in-progress on long-cycle contracting deals. That laziness would've let a buyer pay a million-dollar multiple on $400K of real earnings. Elliott's team doesn't skip it.
3) THE TWO-OPTION TEST THAT FORCES LIARS TO OUT THEMSELVES: Option one: 50% of the purchase price sits in escrow for 6-8 months until the WIP claims prove true. Option two: rebuild the WIP line-by-line from invoices, payroll, and job reports. An honest seller picks one. A dishonest seller starts making excuses and blaming the purchase agreement.
4) KEEP YOUR HEAD ON A SWIVEL — THE SMOKING GUN IS ALWAYS WHERE NOBODY LOOKS: The gap between $1M and $400K of EBITDA was hiding in a work-in-progress spreadsheet that most buyers and their advisors would never bother to validate. In deal diligence, the things that don't get tested are the things that blow up your returns.