Chris Williamson
@Chris_CayneQofE
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QofEs for the $1-30M SMB market | Sharing experiences from doing 100s of QofEs | Investor and business owner | Building Cayne Crossing
Atlanta, GA
Joined October 2011
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Pinned Tweet
Reintroduction ⬇️
> Run Cayne Crossing with
@Derek_CayneQofE
& Twitter-less Josh
> Quality of earnings dedicated to SMB M&A
> Invest in searchers
> Prev - B4 to T50 firm doing MM transaction advisory. Jumped ship to SE life beg of 2022. Passionate for LMM/main street M&A
Cont⬇️
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@housleyd
That’s pretty amazing you can now get a an 86” tv for $999. Who wouldn’t want to buy that?
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Do you care about working capital in your acquisition?
You should if you want to survive
Why is working capital so critical? A simple 🧵
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@JoeCassandra
Jersey Mikes today - 1 sub sandwich for $24!
It was a pickup order through grubhub, but it still hurt even after my $10 credit. Looks like I’m sticking with pub subs
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Seller says “we don’t have monthly financials”. They use an accounting system, it’s almost guaranteed it can produce monthly financials.
Monthly financials, especially the balance sheet, are where you find answers
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@SMB_Attorney
House is a tough one. You get attached to an area, the schools, being near family and realize spending more is often very worth it
I also am still in my “starter” house because I can’t figure out how to justify spending what it’d take for the more space we need in the same area
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Accounting and bookkeeping are not the same
Many SMB's focus on bookkeeping but don't spend time on proper accounting
The proof of cash almost always works. This does not give any comfort that the P&L or BS are accurate
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Check out our 2023 year-end highlights at
@CayneCrossing
We had an awesome year working with many of you (over 100 deals worked on!). We're proud of what we've been able to accomplish, and we're pumped for the continued growth of our team.
The SMB M&A community is thriving,
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A QofE for SMBs takes on a # of different shapes and forms. There's no standardized template.
The goal is NOT GAAP conversion. The goal is NOT (always) converting cash to accrual.
The goal IS to understand cash flow of the business on a consistent and comparable basis💰
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What does a QofE process look like? They all vary, but here's the basics
Scoping⬇️
Understand client specific needs/requirements. Look at monthly P&L, monthly BS, LOI, summary of EBITDA addbacks & other relevant info (model/CIM)
3 week process from receipt of requests⬇️
(1/4)
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🚩🚩 if a seller doesn’t share a balance sheet pre-LOI. The P&L is often worthless without a balance sheet.
We constantly here “the books are cash-basis” only to later get a balance sheet with inconsistent balances throughout. Get ahead of this pre-LOI by asking for a BS
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Number 1 driver of issues in a QofE?
The balance sheet.
The largest swings in EBITDA are often driven by inconsistencies in the balance sheet. Many SMB owners never take the time to understand their own balance sheet.
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You should take little comfort when you hear a Seller say "my financial statements are reviewed by my CPA every year".
There's four wildly different scenarios. Make sure you understand which bucket your situation falls in. A short 🧵
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Accountants are smart, but do they make good entrepreneurs? We’re hiring in 2023 and are seeing the answer first hand.
Who in
#SMBtwit
has been in our shoes and has the magic answer? (cont.)
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Cash free debt free ➡️ What does it really mean and why does it cause hang ups in so many deals? 🧵
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@BoilerPlateCPA
I like this visual that
@guessworkinvest
put in his recent newsletter. Most SMB acquisitions will use some form of debt, so it’s nice to look at both levered and unlevered FCF. He did say he left out NWC for simplicity, but we all know it can be the most important component!
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Love the dialogue here, and it makes me realize how unique of a space this SMB M&A world is given so many of the comments clearly aren’t aware it exists.
I see deals being put together nearly daily that model (key word) these exact scenarios. Being a service provider in this
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Bad data holds up deals. Highest priority requests for financial diligence ⬇️
- Monthly detailed P&Ls and BSs
- Monthly bank stmts
- Monthly rev by customer
- Payroll by individual by period
Trends and inconsistent practices get buried in annual results. Get monthlies asap!
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A Quality of Earnings is not an Audit.
Whats the difference? 🧵
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Peg purchase price to a multiple of EBITDA. Have you seen success with this?
Sellers often know their books are a disaster, but they aren’t going to untangle it themselves. We’ve seen success where purchase price is pegged to multiple of EBITDA to be confirmed through DD.
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I'm finally reading Shoe Dog. One lesson related to ETA ➡️ Working capital intensive businesses are HARD. Don't get caught in the trap of thinking EBITDA 🟰 cash flow
Not all businesses are created equal, so not all valuations should ride on a simple multiple of EBITDA/SDE
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Big week, a ☑️ and 3k follower. Is this what the big leagues feels like?
Thanks to all of you for the support! I've gained countless valuable relationships through Twitter and worked with dozens of you on live deals. More to come!
@Derek_CayneQofE
thanks for selling me on
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Finally got the signed LOI? Get monthly financials through the most recent month BEFORE you green light the QofE
We’ve killed multiple deals lately simply by getting updated monthly financials and noticing performance had dropped. Stale financials can be dangerous
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I worked at one of the Big 4⃣ firms. Nearly everyone I worked with has since left the firm (excl. partners)
Big name firms and schools are a game of networking
Biggest hack to future success 🟰 Spend time focusing on ways to build lasting relationships
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Dead deal costs hurt! 3 thoughts⬇️
1⃣ Before you kick off QofE, get monthly P&L AND BS through the most recent month. Gauge performance trends, especially trends since the period the CIM covered. Look for anomalies on the BS
2⃣ Get support for all of Seller's adjustments. Make
My
#1
concern about self-funded search?
It's not the personal guarantee. ❌
A QofE can be $25-40K. When that comes out of your pocket, you wait to start until as late as possible...
Then when you get weak financials, you end up with a big valuation gap right before close.
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#smbtwit
focuses mostly on buying a business. Bought/built a biz and ready for your big exit?
Get prepared for buyers QofE team
This 🧵is for the sellers and future sellers
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Remote-first work environment is great, but it sure is nice to get most of the Cayne Crossing team together in person!
Great seeing
@Derek_CayneQofE
@Andrew_CayneQoE
@Duvall_Law
Twitter-less Josh and Twitter-less Megan outside of the Zoom screen today!
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Why is a QofE important when you’re buying an SMB?
#1
reason – Financial statement quality across SMB’s is the wild wild west. There is no concept of Generally Accepted Accounting Principles, or “GAAP”, in this end of the world. You may see cash-basis, or you may see
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The top benefits of a Proof of Cash are often overlooked. Here's why it should be your top priority when kicking off financial diligence. The pros and cons...🧵
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Drafting an LOI ➡️ Is working capital included? A deal with or without working capital is comparing apples and oranges.
You are paying for it either way, don't pay for it twice.
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QofE hot take⬇️
QofE for SMBs 🟰 Move efficiently, determine and communicate key risks asap. Limit fees/output until high confidence deal is moving forward. Requires experienced people from day 1 (i.e., less ability to leverage). Scope tailored by deal. No surprise billings.
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Working capital in SMB acquisitions has 2 very distinct meanings:
1) Closing WC - Legal concept to protect buyer/seller at close (“peg”). This is often not used in SMB deals
2) Operating WC - How day 2 day flux in cash flow will be funded. Understanding🟰critical to survival
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Great read on bridging to FCF
And when Seller says working capital isn't included in the PP, your FCF gets crushed in year 1 as you rebuild WC.
Not to mention the cost of additional working capital if you expect to grow the business
Cash flow is king as a business buyer
3 steps to get from SDE (Seller's Discretionary Earnings) to cash flow using a live business for sale on BizBuySell: 👇🧵
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Understanding cash vs accrual can be a deal breaker. Even more key in a declining environment.
Flat business: Cash = accrual
Declining business: Cash > accrual
Growing business: Cash < accrual
A consistent approach is the
#1
solution
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@SearchFundTom
- HBR Guide to Buying a Small Business
- Buy then Build
- Stanford Search Fund Primer and 2022 Search Fund Study
In no particular order. First two are on Audible
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QuickBooks is a cheat code for streamlining your QofE process. We get direct access, immediately solves the typical multi-week delays of gathering key data
Other systems are fine, and QB has its downsides, but we always check what accounting system is used as part of scoping
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Sub $500k SDE, do I need a QofE?
What's your risk tolerance? Main street books are messy. Does a $50k SDE swing (at 3-4x) impact your deal?
Phase the QofE🟰Key risks can be identified quickly and at minimal cost. The goal of phasing is to give a go/no go decision ASAP. Cont⬇️
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Cayne Crossing mid-year highlights - SMB deal volume remains 🔥
Fortunate to work with many of you on Twitter!
Side note...we are hiring! Full or part-time. Senior Associates, Managers/VP, or Directors. Remote only. Find out more on our website.
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Scaling a professional services firm is hard. We can work more, we can become more efficient, we can forego quality and take on more (not an option), but ultimately we're capped by the individual capacity of our team members. It's easy to say "just hire".
I don't post a lot
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Comparability🟰
#1
financial issue in SMB deals. Small changes can drive a huge valuation impact
Biz invoices monthly in month after service. Seller decides to invoice the latest month in the month of service➡️13 months of revenue AND the 13th month falls direct to bottom line
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January - April have been by far our slowest months the past two years. Q1 averages about 15% of total production. We played major catch up starting in May. January 2024 is tracking to be on pace with Q3/Q4 months.
Sign of a strong M&A market for 2024, or just an anomaly? Im
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We talk about working capital a lot. It’s the most misunderstood financial topic in M&A. Understanding WC and aligning expectations between buyer and seller are critical. Don’t save this for the 11th hour!
Do you care about working capital in your acquisition?
You should if you want to survive
Why is working capital so critical? A simple 🧵
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A proof of cash IS NOT a Quality of Earnings. A proof of cash IS an important component of financial due diligence
Make sure you know what you are getting when engaging a QofE provider
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Working capital is often retained by seller in SMB deals. Not using a peg emphasizes the importance of building protections in the APA
Sellers get excited before deals close. Invoice jobs not completed, collect advance deposits, stop buying inventory. How will you be protected?
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A Quality of earnings for searchers can save you thousands💵➡️ Here’s a breakdown of the QofE process for self-funded and traditional searchers
#ETA
🧵
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Getting useable info can be half the battle when buying an SMB⬇️
Zoom'd CFO (seller's spouse) & took control of screen➡️remoted into office desktop with archaic accting system via CFO laptop➡️extracted and saved files to a Box folder on office desktop. 🪄, we got the info
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Its July, you should be extending your financial diligence through June 2023. Comparing the trailing 12 months to 2022 is key. Watch out for the EBITDA impact of "accrual" entries booked at year-end only. These will skew the TTM figures
Inconsistency is the most common deal
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@Jmcgowan3838
Saw this all too often starting in Big 4. Lots of non-accounting friends made more coming out of college and a number of my peers ditched public accounting quick for easy raises. Looking back, those who stuck it out for a few years saw big growth and endless opportunities
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Following the path of
@jd_foote
and
@thomasince
. A lot of faces I expected to see on here.
#smbtwit
is a special place, and all of these people contribute to it. Worth the follows! 👇for @'s
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@Whitney_Sheph
Normalized level of working capital to be determined during DD. If they want an amount, you can still put "estimated as $x, to be determined as part of due diligence"
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Friendly reminder that Seller's adjustments are often estimates
Adjustments need to be supportable. Determine where they were recorded in the P&L. You may be surprised to find they weren't! Get support
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@ClintFiore
- Atlanta, GA
- Boutique consulting firm focused on financial DD and quality of earnings for SMBs. Investing in interesting SMB deals along the way
- Questions about QofEs pre or post-LOI
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4 years of undergrad, 1 year of grad school, passed the CPA exam and was fortunate to have an offer to start my career at one of the Big 4 accounting firms. $50k base and a hopeful 5-8% bonus. Friends in finance were getting $70-90k offers with big bonus potential. I accepted
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Following what appears to be all of SMBtwit and changed my prof pic to just a solo shot of me (sorry wife and kids).
I get confused when I see a headshot I don't recognize as I tend to look at the picture before name. Its still me!
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What’s the most common deal killer we see? Key word = “inconsistency”. How do we identify inconsistency? One recurring theme is sellers “getting their books in order” ahead of the sale. This may come off as a positive at first, but it immediately raises a red flag in our eyes🧵
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Great read on the importance of working capital. Leverage your QofE to come to the right answer
WSS: Bruce I want to buy this $2,500,000 business
I want to discuss “working capital” with you
Are you “buying” the working capital needed?
Are you financing the working capital needed?
Do you know how much you need?
Ok, Let’s discuss here
(***IMPORTANT THREAD***)
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@ElliottEHolland
Make it a condition to close. Consider doing offer letters for key employees
Seen too many scenarios where key employee’s expectations or demands post close are much different than what seller said. May be financial or otherwise
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@SMB_Attorney
Wife’s job is equally demanding, so lots of balance
1. Daycare x2 = reliable & zero distractions 8-5ish. Preserve calendar outside 8-5
2. Workout before kids wake up Mon-Fri
3. 7+ hours sleep
4. Catch-up as needed post kids bedtime
5. Lot of family fun on weekends
6. Outsource
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Building a model for your transaction? Don't leave out the impact of the change in working capital.
Growth is expensive, but its even more expensive if you start out in a hole. Make sure your balance sheet is sufficiently capitalized on day 1.
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Common misconception of a QofE is that it's primary focus is understanding EBITDA. That is important, but these two points are often the top value-add areas of a good QofE provider.
The QofE is just a component of your financial diligence. Don't skimp on the important areas
The two biggest issues in SMB M&A:
1. Not pushing hard enough on working capital
2. Not properly diligencing CapEx
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@SeanODowd15
I think that’s part of what is getting people caught up on Eric’s post. You should not expect to put $100k in and get $30-$80k back year 1. And in my experience looking at/investing in deals, people overestimate year 1 performance in general.
Typical reference is IRR across a
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QofE was non-existent on sell-side until a few years back. Now its common. Investment bankers realized value to their process and higher success rate of close. Will brokers evolve to this point and start pushing on SMB deals?
@ClintFiore
@SoCal_BB
@GoodsCapital
Yes please
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No chance
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Yes but years away
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As a biased outsider, this is the most valuable aspect of your QofE partner. So much is won and lost on working capital because people don’t take the time to truly understand it
I have a deal that just closed and the seller has a rather interesting interpretation on how the post-closing working capital adjustment was supposed to go. Buyer called me asking for more working capital not even a month after closing which is a bad look.
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@Lawyer4Deals
Just pulled up 8 random LOIs for recent/current deals we have going and the seller notes are 8%, 7%, 5%, 6%, 7%, 7%, 8.5%, 6%. All LOIs signed within last 3-4 months and all <$10M EV
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@GoodsCapital
It was part of my motivation to make the jump. We were pregnant with second and I couldn’t see how we’d make it work long-term. Thankfully we both are pretty flexible and work at home, buts it’s still tough to balance if one is sick. Can’t really call in grandparents for sick kid
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QofE is often a required check the box for lenders/investors for deals in the middle market and beyond.
There’s no box “required” to be checked on SMB deals, yet SMBs tend to have much less sophisticated acct/finance functions. Saving a few bucks can lead to big risks missed!
Had lunch with a Main Street banker today:
He said he has to beg customers to get Quality of Earnings studies done for big M&A.
$25mm deals and the buyer won’t spend $30k to verify the books of the target.
Crazeballs.
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Revenue is a big focus in a QofE. Most SMBs recognize revenue on either a cash or billings basis. A few simple initial ?’s ⬇️
-What is their approach - cash, billings, or accrual
-Has their approach been consistent
-When do they bill
-Do they collect before work is complete
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Father’s Day spent the best way with the boys (and wife)!
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QofE ⬇️
- Focused on cash flow, earnings power & key operating metrics
- Analyze monthlies, including YTD
- Fast 🟰 3-4 week process
- Flexible output
- Cheaper
- Report includes proprietary info - customers, vendors, employees, etc.
- Proof of cash for completeness check
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@smblawgroup
delivers with the swag for March Madness tourney
Thanks
@KHendersonCo
and
@SMB_Attorney
! Will rep it proud in ATL
Disclaimer: Eric won (
#rigged
), but was nice enough to pass the prize to second place
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EBITDA➡️a simple but heavily debated term
Popular in M&A for comparability. Often used as operating income or a proxy for FCF. What is it?
The definition➡️Net income➕interest expense➕taxes➕depreciation & amortization
Seems simple? Here's where people go wrong 🧵
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@SMB_Attorney
For client service in general (lawyers included), the key is acknowledging the question asap and giving some clarity on when you'll get back with an answer. I'd prefer an "I'll have an answer by tomorrow morning" over a non-response until tomorrow morning.
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Had to have an appliance repaired. Signing electronic receipt and first prompt was how much I wanted to tip (25%, 20%, 15% options).
Great guy, did great work. He said 80% of customers don't tip. Would you have tipped?
On that note, should we add tip option to QofE invoice?
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Good read on NWC! LOI should state “normalized level of working capital” then the peg can be set as part of diligence.
Don’t start yourself out in a hole
If you are submitting an LOI, but you miss on this term - there is a high probability of a broken deal or a significant cash short-fall post-close
How to think about working capital in an acquisition and why all LOIs need to assume a "normal level of net working capital (NWC)":
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QofE hot take➡️it doesn't take an expert to determine what expenses are personal or not
Figure out➡️️
- Did the add-backs actually hit the P&L, and where
- How are balance sheet inconsistencies skewing revenue and EBITDA. Other adjustments?
- Is FCF consistent with expectations
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QofE starts with the source. Monthly P&L and BS ➡️ raw & straight out of the acct system
Sellers may share “scrubbed” financials. Some things we see:
- Summarized: accounts/entities combined, buries trends
- Adjusted: remove things they don’t think matters
What else do you see?
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Service providers ➡️ why work with searchers/entrepreneurs?
- Life changing event for buyer & seller. Not just another deal
- Clients are appreciative. Need partner not product. Endless ability to add value
- Learn for own entrepreneurial journey
- Opens doors to investment opps
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QofE process is all about communication. We tell the client risks and red flags as soon as we find them. Lay out the facts as facts and allow us to dialogue on the topic with the client. A red flag can go either direction through add'l conversation
End report has no surprises
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@LeadershipAcad1
My grandpa practiced dentistry until a few months before 92. Just checking patients a couple half days a week near the end, but still pretty special to be able to do that.
Hoping that longevity got passed down...
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Life as a M&A service provider requires infinite adaptability.
Financial due diligence is the leading diligence stream. We often hear of a new deal once the LOI is signed. From new opportunity to work commencing can be a matter of days.
Maintaining capacity is crucial. Turning
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Lot of good publicity for the ETA model lately.
@MorningBrew
jumping in on it. "Recent phenomenon" may be an interesting take, but its good to see it nonetheless!
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“QofE is not required, and is the crux of the safety for the whole deal”
Hot take: A QofE from a well-regarded provider would have prevented a large % of SMB deals that are struggling. Anecdotal, but a strong trend I’ve seen.
Whenever a QofE kills a deal, a buyer, investors, lenders, employees and customers are spared.
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This. Plus, your starting point is key. 3 variations we commonly see in SMB LOIs:
- Normalized level of working capital ("WC peg")
- Some pre-defined amount of assets included
- All WC retained by seller
Starting point plus CCC are big components of what you need on day 1
When calculating WC, you MUST look at the “conversion cycle” where you turn what you sell or offer to cash!
You must look at the accounts receivable, inventory and accounts payable cycles in terms of days
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HR due diligence - any recommendations for groups that focus on LMM transactions? Thinking sub-$20-30M US based deals.
tagging a few people, have recs? -
@FetaFund
@thomasince
@SparrWesley
@girdley
@Derek_CayneQofE
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4) Audit 🟰 Significant level of effort to provide reasonable assurance the FS are complete & accurate. Comfort that the BS is correct at beginning and end of period.
Great for full year reporting in accordance with GAAP (investors/banks). Does NOT discount the FDD needed
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3) Review 🟰 Be very careful to distinguish "my FS are reviewed by my CPA" and "my CPA does a FS review". In a FS review, the CPA does high-level analysis & inquiry to provide a limited amount of assurance that the FS are complete and accurate. Focused on full-year.
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Big benefit of M&A advisors 🟰having people in your court who have seen hundreds of transactions.
Don’t hesitate to ask questions that might not feel “in-scope”. You’ll be surprised how much we like the outside the 📦 components
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@SBA_Matthias
There is so much opportunity out there, and it’s so hard to see it when you’re sitting in a big company W2 role
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@SBA_Matthias
@iBobbyShell
@SamsonJagoras
@AustinLinney
@ConnorAbene
@BoilerPlateCPA
@ElliottEHolland
People tend to miss the balance sheet. Add-backs that are not actually expenses, inconsistencies with timing of revenue/expenses, not understanding working capital, etc.
It's easy to decide if an expense is personal or not. That's not usually what goes missed
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@RobertMSterling
Sir, I love QofE's
That is generally true of CPAs though. Most in big 4 do 2 years of TAS so they can get out of accounting and into banking, PE, or corp dev.
What do CFOs wish for?
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@JoeCassandra
It is great though. Only do it to use my monthly credit at times, but it’s gone from $15 to $24 since I started using the credit there. Not worth it now
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Podcast plug ➡️
@divitkos
and his In the Trenches podcast is always top notch.
The episode he did with
@BrentBeshore
has more valuable content in one episode than most have in a full series. M&A, operations, culture, plus more. Highly recommend listening
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Congrats to
@Derek_CayneQofE
on 1k followers! Don't let the fact that I have >3x the followers fool anyone, this guy is the brains of Cayne Crossing 🤓
I doubted him when he convinced me to get active 1.5 years ago, now I realize he just wanted me to be active on our behalf so
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@EdMyso
Many searchers/independent sponsors don't have the investable capital pre-LOI but instead have a plan to raise via debt/equity. What's a simple response you'd like to hear from buyers in this position?
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@RobertMSterling
@SBA_Matthias
@sbabmarks
@SMB_Attorney
@KHendersonCo
@taylorswift13
@Lawyer4Deals
@ConnorAbene
@ElliottEHolland
What a list! I'm honored
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Gives
@BoilerPlateCPA
a run for fastest newcomer I've seen in my short 6-month stint on SMBtwit. Great content brings followers.
Appreciate the engagement, but really appreciate the way you challenge peoples points rather than just agreeing or liking. Value-add engagement is key
My wife bet me I couldn't get to 1,000 followers on Twitter in a month
She was wrong.
I did it in 2 weeks! (from 55 followers)
I had a winning playbook and it worked:
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QofE should be rolling at this point for transactions targeting close before year-end
If you’re closing any type of transaction before year’s end, it’s imperative that you get things lined up this week.
Things start getting weird once the calendar says December.
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