Owner CFO financials vs GAAP
October 14, 2024
by a searcher from Harvard University in Toronto, ON, Canada
The most common century old anomaly, all brokers, investment banks and brokers are well aware of the difference, but by nature of required 'known amnesia' they forget to report the difference early on.
Here is what happens:
We all go in a deal believing the seller/CFO/CPA (to the extent of Baker Tilly Review Engagement reports)/investment banks aka glorified brokers that the financials presented are aligned with GAAP, means revenue, ebitda, cost recognitions are managed by qualified team who understands the GAAP project management principles, and no fake ebitda/revenue/low cost estimates have been added in to bluff up numbers (they now feel offended if you call it bluff, albeit I call it bluff, you BS 60 years old owner/CFO with $3m ebitda getting review engagement done by Baker Tilly has obviously mislead financials to buyers, because I will not believe BK does not know the GAAP for project based/construction industry recognition principles).
My question is: what processes, questions/checklists do you absolutely adhere to before taking deal into LOI to ensure the above does not trick you in the deal/dd?
Because this difference, unlike Addbacks are far harder to deal with as metrics will drop significantly by over 50% at any given day, if the GAAP is misled to you.
What precautionary steps do searchers take early stage, pre-LOI and $ costly dd?
from Bentley College in Miami, FL, USA
Conduct a Preliminary Financial Review: Early in the process, ask for detailed financials (including income statements, balance sheets, and cash flow statements) for at least 3-5 years. Request a breakdown of revenue recognition policies and any add-backs or adjustments made to EBITDA.
Ask Targeted Questions: Focus your questions on revenue recognition policies, treatment of deferred revenue, project completion percentages, and how costs are capitalized.
For example: How is revenue recognized on long-term contracts? Are there any unbilled receivables or deferred revenue? How are work-in-progress (WIP) and completed contracts accounted for?
Use a Due Diligence Checklist: Having a well-structured checklist that includes specific items related to revenue recognition, cost accounting, and GAAP compliance is essential. Ensure this checklist is tailored to the industry and includes spot checks on invoicing, contracts, and work-in-progress reports.
Engage with Experts Early: Bringing in due diligence experts who are familiar with industry-specific accounting issues can help you spot red flags before entering an LOI. For example, engaging a Quality of Earnings (QofE) provider with experience in the construction or project-based sectors can help validate the accuracy of EBITDA and uncover any misstatements.
At DueDilio, we connect buyers with vetted financial and due diligence experts who specialize in these exact issues. If you're looking for support in navigating complex GAAP compliance or need a QofE specialist for your next deal, feel free to check out the marketplace for qualified professionals. https://www.duedilio.com
from Harvard University in Toronto, ON, Canada