FinPod

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Picture this you're on a corporate development team and you're about to acquire this this really fast-growing startup a classic scenario Exactly revenue is doubling year over year the products trending and the excitement in the office is just it's palpable Everyone is basically getting ready for the big press release But then before anyone pops the champagne Someone hands you a login the login for the financial data room and that's when the mood changes, right? It goes from celebration to well investigation. That is the moment Yeah, because that deep dive into the financials That's where deals are truly won lost or and this is crucial where they get dramatically repriced. Mm-hmm So today we're doing a deep dive into exactly that financial due diligence or FDD It's this essential almost forensic process of assessing risk and validating the value before a huge transaction Right and our mission for you Especially if you're in corporate finance or FP&A is to use some real-world examples some big case studies to understand not just What FDD is but how the biggest companies use it to avoid, you know, those billion dollar mistakes or in some cases how they fail Spectacularly. Oh, yeah, we get to those two. Okay, so let's unpack this we hear due diligence thrown around all the time But what does financial due diligence actually mean? It's got to be more than just you know, looking at an old income statement Oh, absolutely FDD is a it's a structured investigation into a company's total financial health It goes way beyond just a standard review of the gap financials So what are the core goals then the goals are always the same first understanding the quality of the revenue? Is it repeatable second the sustainability of the cash flows and third and this is the big one Uncovering any hidden liabilities the stuff that can really derail a deal after it closes I love the analogy people use for this that FDD is like an MRI for the company That's a great way to put it a quick physical, you know, looking at the public statements might seem fine But the MRI that shows you the hidden stuff the structural flaws maybe a financial tumor That could destroy the whole value of the deal. That is it exactly you are finding the expensive problems that you are about to inherit And those problems. Mm-hmm. They should absolutely determine the price you're willing to pay So if FDD is this really intense investigation, let's get specific. What are the primary targets? What are say the five pillars that finance teams have to scrutinize in that data room? The foundation without a doubt is the quality of earnings the QA right? This is the bedrock of all FDD because it's all about figuring out what the core Repeatable sustainable profits actually are you're separating the real business performance from from one-time events And I imagine that's where the arguments start right in those adjustments to even that's the battleground It's all in the normalization adjustments Maybe the owner pays himself a huge salary or a tiny one and you have to adjust that To a market rate or they had a massive legal settlement last year They want to add back and your job is to push back and ask was that really a one-time thing precisely Is it truly non-recurring or is it just a recurring cost? They're trying to disguise to inflate that adjusted EBITDA number because that number drives the whole valuation Okay, so if QoE is the foundation what's next that brings us to pillar number two revenue and customer analysis Yeah, usually look way beyond just the top line number. You're digging into churn rates contract terms Recurring versus one-time projects exactly but the giant red flag here the thing you look for first is customer concentration risk Ah the deal killer I mean if 40% of their revenue comes from one single customer The valuation just has to plummet your entire business is basically one contract negotiation away from disaster Precisely that instability demands a risk discount. So moving on to the third pillar. That's working capital and cash flow health This is where the rubber meets the road. This is it This is where you find out if paper profits are actually turning into cold hard cash You look at receivables aging inventory turnover the whole cash conversion cycle And this is where the numbers can look so different from the sales pitch You mentioned a great example a CFO might be bragging about 50 million in EBITDA, right? But the FDD team digs in and finds only 10 million is actually converting to real usable cash What's causing that huge gap? It's almost always one of two things either working capital is being mismanaged Or they have a super aggressive growth strategy We often see accounts receivable aging out customers are paying slower and slower Which might be masking bad debt or the other trap inventory a massive inventory buildup They're buying tons of stuff maybe anticipating growth that isn't there yet and it's just sucking all the cash out of the business So those are the internal traps. What about the stuff? That's Invisible the things lurking off the balance sheet. That's our fourth pillar debt off balance sheet items and contingencies These are the landmines. They might not show up neatly on a spreadsheet, but they can absolutely blow up the deals economics What are we talking about specifically things like pending litigation? Unknown tax exposures from prior years maybe a huge underfunded pension liability or even environmental cleanup costs for a factory So even if the company looks fine today you the buyer might be inheriting a massive lawsuit that comes due tomorrow And it becomes your problem

[00:05:24:03 - 00:08:32:13]
Finally the fifth pillar is forecast assessment This is where you test their story about the future and every single target company claims their growth projections are conservative Every single one they always sound so convincing. Haha, they do so FDD stress tests all those assumptions You dig into the unit economics. What does it really cost to get a new customer? You do your own market sizing you build your own scenarios. The goal isn't to believe their story It's to model the probability of that story actually happening. That's a great framework for what you investigate But let's talk about the two sides of the coin here the buyer and the seller They're looking at the same five pillars, but with totally different agendas totally different. It's the core conflict in any M&A deal This is by side versus sell side due diligence So the by side the acquirer their job is basically to be a professional skeptic. It's defensive Their whole mandate is to find risk uncover problems and use all of that to negotiate a better price They are actively looking for reasons to pay less and the sell side due diligence is the complete opposite It's the company getting ready to be sold running the same playbook on themselves, but proactively correct They do it to prepare to package everything up neatly Answer the hard questions before they're even asked and ultimately boost the valuation by making the buyer feel confident It's like the difference between inspecting a used car You want to buy versus detailing your own car and getting all the service records together before you try to sell it that a perfect analogy You want the highest possible price? Okay, this is where it gets really interesting for me. Let's move to the real world the case studies What does good FDD look like when a team gets it, right? Well, the textbook example is Disney buying Pixar The FDD team there they didn't just confirm past profits. They validated the entire creative pipeline They understood the cost structure the box office economics They confirmed that the culture and the financials would actually work together which led to one of the most successful Acquisitions in history. Absolutely. And what about Facebook now meta buying Instagram a Billion dollars for a company with what 13 employees and no revenue that was so controversial it was and the FDD was pivotal there because it looked past the current income statement and Focused on the future unit economics of attention the unit economics of attention I like that the due diligence team uncovered this insane user engagement almost zero customer acquisition cost because it's so viral and Crucially very little technical debt. They weren't buying revenue stream They were buying an unstoppable mobile network and FDD proved it was scalable We also saw it with Google and YouTube FDD Validated that explosive growth but also confirmed the tech could handle it and that Google's ad engine could actually monetize it right and one more Time back to operations Amazon buying Whole Foods. The FDD wasn't just about grocery sales It was about confirming the operational synergies could they really integrate the supply chains? Could they use Whole Foods footprint to grow their private label brands? FDD confirmed that those levers were real Okay, so that raises the big scary question. What happens when it all goes wrong?

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When due diligence misses the mark and costs companies billions The failures are always the loudest lessons aren't they they are I mean one of the most infamous cases has to be HP buying autonomy back in 2011 HP paid 11 billion dollars and the due diligence team just missed it. They missed massive accounting irregularities Specifically how autonomy was manipulating revenue. They were stuffing the channel using complex vendor deals to basically invent sales I remember the write-down was just staggering devastating HP wrote down 8.8 billion dollars not long after it was a complete failure to scrutinize the quality of earnings They missed systematic fraud and we saw a different kind of failure before the 2008 crisis with Bank of America buying countrywide Exactly with countrywide the risk was right there in plain sight Bank of America's FDD just Fundamentally underestimated the mortgage default risk. They didn't properly vet the underwriting standards, which were Well catastrophic and Boa ended up paying tens of billions and fines and settlements because of it Directly because of it the due diligence just failed to model a realistic worst case scenario And sometimes the failure isn't even about accounting fraud. It's about misjudging the entire future of the business That's the Microsoft and Nokia story the financials at the time, you know, they probably looked okay But the FDD failed to fully grasp the strategic risk the massive market shift to iOS and Android They validated the past but not the future perfectly put they didn't stress test the growth story against a radically changing market And that led to a seven point six billion dollar write-off It just proves that FDD has to validate the business model not just the past cash flow This brings us right to the practical application for you the listener, especially here in an FP&A role You are the teams on the ground supporting FDD What is your role in making sure this goes right?

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FP&A is absolutely pivotal. You are the bridge between the historical numbers and the forward-looking plan You're the ones who have to validate all the assumptions in the models. So when the pocket company says they'll grow 20% You're the one who tears that apart your team asks. Okay. What's the hiring plan for that? What's the capital spending required? What does that do to working capital? You build the integrated financial models that show what happens if they only hit 10% growth and what about synergies? That always seems like the hardest number to pin down It is and if PNA has to be the most skeptical group in the room The research is very clear on this cost synergies like closing an extra office or getting volume discounts on supplies Those are generally more reliable for revenue synergies revenue synergies things like cross-selling products are often highly speculative You have to discount them heavily unless there's concrete proof. They could be achieved quickly The work your teams do here is what ensures the deal actually delivers value after the merger So if we pull this all together, what does it all mean? It seems like FDD isn't just a box checking exercise. It's really about testing the entire business architecture It's the difference between buying a house after a quick drive-by Versus buying it after a full structural inspection the professionals who master this stuff. They become indispensable It's a different skill set it is you have to know how to test assumptions how to find hidden risks How to stress test a forecast and above all how to prioritize that quality of earnings the lesson here seems crystal clear strong due diligence is the only real defense against a billion dollar mistake a Great deal like Disney and Pixar can define a company for a generation and a bad one like HP and autonomy Can destroy careers and define its downfall? So we encourage you to look deeper into M&A history Which deals were built on financial clarity and which ones were just undone by financial blindness? The stakes are just immense and the rigor of FDD that is the firewall that protects shareholder value You can never ever let enthusiasm override investigation