Many companies undertake an acquisition using only a financial due diligence process. However, for a greater chance of detecting potential misrepresentations, companies need to incorporate forensic investigative tools into their standard due diligence process.
Forensic techniques will help point out and isolate areas of potential fraud as well as any irregular or suspicious activity. Forensic analysis during the due diligence process can uncover accounting improprieties that could overinflate the value of a target company.
Performing these two services together will give increased assurance that projected performance is achievable. Adding in forensic analysis is a crucial step toward assuring your acquisition is successful. It can allow you to see past ‘closed doors’ into areas you might not think to look.
Smart Business spoke with Michael Maloziec, Accountant at Cendrowski Corporate Advisors, LLC about forensic techniques and their benefits during the acquisition process.
How large of a role can fraud play?
It’s huge. The Association of Certified Fraud Examiners Report to the Nations found a typical organization loses some 5 percent of its revenue to fraud each year. Even though that does not sound like a significant number, when applied to the Gross World Product, this figure translates to a potential projected annual fraud loss of more than $3.5 trillion.
What are some caveats to keep in mind?
Companies will always showcase their business in the best possible light. Managers will ‘polish the apple’ so to speak. Bear in mind the sales numbers might be misstated, which can overinflate the value of the company. Also, companies will not disclose everything, so it is important to proceed forensically during your due diligence process.
Always be aware of potential manipulation in reserves and estimates. Reserves are one of the most common areas for fraud to occur because it is under management’s discretion. These caveats will help you recognize and point out areas that raise red flags.
How can you protect yourself from fraud?
One method is to look behind the numbers. You should always carry a certain sense of forensic skepticism and never make assumptions during any part of the due diligence process. Be sure to ask questions that will dig into transaction details and note any instances that provoke uncertainty.
Don’t forget about applying simple common sense. Ask yourself, ‘Do the numbers flow with the current business plan that is set in place? Do management’s representations make sense?’ You can also utilize a number of analytical tools to spot any anomalies.
What analytical tests should be performed?
A great way to start would be to forensically analyze the financial statements over the past few years. During analytical testing, it is important to review current and past events in order to isolate anomalies from known events. You can utilize a variety of different ratio analyses, which can be an excellent tool in detecting red flags.
Ratio analysis measures the relationship between various financial statement amounts and tracks how past numbers are trending with current results. To gain some perspective, compare company financial information to similar industries that hold the same standards, such as size, geography or sector.
There are also numerous computer software programs that will assist in narrowing the scope and provide the capability of recognizing potential fraud.
How should a company approach this issue?
Start by assessing the business processes. Processes provide guidance to employees and assure accurate reporting. Acquirers need to review and understand the capacity and capability of their target organization. As part of the due diligence process, the acquirer should examine the current processes and identify any weakness or holes that could allow for erroneous or unauthorized transactions.
A great method to gain insight would be to perform an internal risk assessment, which can help identify industry risks that might not be so obvious. This allows managers to zero in on areas that might be susceptible to potential fraud before they become a problem. ●
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