18 Jan M&A Due Diligence: Do Not Accept Financial Statements at Face Value
The mergers and acquisitions (M&A) market was hot last year, and that momentum is expected to continue in 2019. Before acquiring another business, however, it is important to do your homework. Conducting comprehensive due diligence can be a daunting task, especially if you have never negotiated a deal before. So, consider seeking input from an experienced accounting professional.
Reviewing historical performance
For starters, the target company’s historical financial statements must be reviewed. This will help you understand the nature of the company’s operations and the types of assets it owns — and the liabilities it owes.
When reviewing historical results, it is important to evaluate a full business cycle, including any cyclical peaks and troughs. If a seller provides statements during only peak years, there is a risk you could overpay.
Historical financial statements also may be used to determine how much to offer the seller. An offer should be based on how much return the business interest is expected to generate. An accounting expert can project expected returns, as well as provide pricing multiples based on real-world comparable transactions.
Evaluating the target’s historical balance sheet also may help you decide whether to structure the deal as a stock purchase (where all assets and liabilities transfer from the seller to the buyer) or as an asset purchase (where the buyer cherry-picks specific assets and liabilities).
Looking to the future
Prospective financial statements are typically based on management’s expectations for the future. When reviewing these reports, the underlying assumptions must be critically evaluated, especially for start-ups and other businesses where prospective financials serve as the primary basis for your offer price.
It also is important to consider who prepared the prospective financials. If forecasts or projections are prepared by an outside accountant, do the reports follow the American Institute of CPAs’ standards? You may have more confidence when reports provided by the seller conform to these standards. However, it is a good idea to hire your own expert to perform an independent analysis, because management may have an incentive to paint a rosy picture of financial performance.
A target company’s historical balance sheet tells you about the company’s tangible assets, acquired intangibles, and debts. However, some liabilities may not appear on the financial statements. An accounting expert can help you identify unrecorded liabilities, such as:
- Pending lawsuits and regulatory audits
- Warranty and insurance claims
- Uncollectible accounts receivable
- Underfunded pensions
You also need to be skeptical of representations the seller makes to seal a deal. Misrepresentations that are found after closing can lead to expensive legal battles. An earnout provision or escrow account can be used to reduce the risk that the deal will not pan out as the seller claimed it would.
Avoiding M&A mishaps
Do-it-yourself acquisitions can lead to costly mistakes. In addition to evaluating historical and prospective financial statements, we can help identify potential hidden liabilities and misrepresentations, as well as prepare independent forecasts and projections. We also can help you determine the optimal offer price and deal terms based on an objective review of the target’s historical, prospective, and unreported financial information.