Third-Party Financial Review
Someone outside it, looking at it.
A partner buyout, a divorce, a bookkeeper who stopped adding up. When the number matters and you did not produce it, an independent CPA firm with no stake in the outcome examines the records and reports what is actually there.
When people call us
The common thread is that someone needs a number they did not produce and cannot simply take on faith.
- A partner buyout. One owner is buying the other out and the valuation rests on financials only one of them has ever controlled
- A divorce. A closely held business is a marital asset and its reported earnings are suddenly, conveniently, down
- A bookkeeper or controller you have begun to doubt. Something did not reconcile, an explanation did not hold, and you need someone outside to look
- Buying a small business. The seller's numbers are unaudited and the broker's summary is a sales document
- An inherited interest. You own part of a company you have never operated and have no basis for trusting what you are being told
- A lender or an investor who wants an independent read before advancing money
What this engagement is, precisely
We are direct about this because the words carry professional meaning and blurring them helps nobody.
- It is a non-attest engagement. We perform procedures agreed with you in writing before we begin, and we report what those procedures found
- It is not an audit. We do not express an opinion on the financial statements taken as a whole
- It is not a SSARS review or a compilation, and it does not carry the limited assurance those engagements provide
- It is performed by a CPA firm with no stake in the outcome and no prior relationship with either side of the dispute
- The deliverable is a written report of findings, with the underlying support attached, in language a non-accountant can follow
- If your situation genuinely requires an audit or a SSARS review, we will say so at scoping and decline the smaller engagement
Where we look first
Small company misstatement is not usually exotic. It is the same short list, year after year.
- Owner and related party transactions, including personal expenses run through the business and compensation that does not match the work
- Revenue cutoff and recognition, especially where the period end conveniently improves or worsens the picture
- Cash and bank reconciliations traced to statements we obtain rather than statements we are handed
- Accounts receivable aging and collectibility, and whether the balance represents money anyone expects to receive
- Inventory and work in progress existence and valuation
- Payroll, contractor payments, and whether the people being paid perform work
- Debt, guarantees, leases and off balance sheet commitments that were never disclosed
- Distributions recorded as shareholder loans with no note, no rate, and no repayment history
How it runs
Four stages, and you can stop after the first two if what you learn is enough.
- Scoping conversation, no charge. What you are trying to decide, who else is involved, what records exist and who controls them
- A written engagement letter naming the specific procedures, the period covered, the deliverable, and the fee. We do not begin without your signature on the scope
- Fieldwork, typically two to five weeks, working from source documents and third party confirmations rather than from a summary someone prepared for us
- A written report of findings, delivered to you and walked through in person or on a call, with every finding traced to its support
Why an outside firm
The company's regular accountant is rarely the right choice for this work, and often cannot take it. They have a continuing relationship with one side, they may have prepared the very records now in question, and their independence with respect to the matter is compromised before they open a file. That is not a criticism of them. It is the structure of the situation. We take these engagements precisely because we have no history with either party, no fee stream to protect, and no reason to prefer one answer over another. Where we do have a relationship with anyone involved, we say so immediately and decline.
Questions we get asked first
Is this an audit?
No, and the distinction matters legally as well as practically. An audit, a review, and a compilation are defined attest and accounting services performed under professional standards, and each ends in a specific form of report with a specific level of assurance. What we describe here is a non-attest engagement: we perform procedures you and we agree on in advance, and we report what those procedures found. We do not express an opinion or any form of assurance on the financial statements as a whole. If your situation actually requires an audit or a SSARS review, we will tell you, and we will say so before you engage us rather than after.
Who typically asks for this?
Most often it is one of five people: a partner buying out another partner, a spouse or an attorney in a divorce where a closely held business is on the table, an owner who has begun to distrust a bookkeeper or a controller, a buyer doing diligence on a small acquisition, or a family member who has inherited an interest in a company they did not run.
What can you actually find?
The recurring findings are unremarkable and expensive: personal expenses run through the company, related party transactions that were never disclosed, revenue recognized in the wrong period, inventory or work in progress that does not exist, payroll to people who do not work there, undisclosed debt or guarantees, and owner distributions recorded as loans that were never going to be repaid.
How long does it take?
Most engagements run two to five weeks from the point we have the records. A narrow question about one account can be shorter. A multi year look at a company with poor bookkeeping takes longer, and we will tell you that at scoping rather than discovering it in week three.
Will the other side know?
That depends on what you engage us to do and on whether the other party controls the records. If we need access to the books, they will know. If the work can be done from records you already hold, it can be done quietly. We will be clear about which situation you are in before we start.
Can you testify or support litigation?
We can produce work that stands up to scrutiny and explain it. Whether we serve as an expert witness depends on the matter and on independence considerations, and that has to be settled at engagement rather than assumed. Where a matter is heading to litigation, your attorney should engage us, not you directly, so the work product is properly positioned.
Ready to talk?
Tell us what you need to decide.
A scoping call costs nothing and usually clarifies whether this is a two week question or a two month one.
Or call (262) 781-0932 or write AKT@TenagliaTax.com