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Spectra Forensics, Investigation Specialist

Case study · Due Diligence

Revenue Borrowed from Next Year

Ahead of a growth round, a consumer brand's revenue was inflated through related distributors, bill-and-hold sales and money sent round in a circle.

  • Financial statement manipulation
  • Fake sales & channel stuffing
  • Investor & lender misrepresentation
  • Fund siphoning & round-tripping
revenue not genuine
~22%revenue not genuine
valuation adjustment
US$8–12Mvaluation adjustment
inside the deal timetable
5 wksinside the deal timetable
round with governance conditions
Repricedround with governance conditions

01The situation

The growth was real on the slide. Some of it was paid for by the founder.

A fast-growing consumer brand was raising a growth round. Its numbers looked strong, but receivables were rising faster than sales and a few distributors accounted for a growing share.

How it came to us

A private equity investor wanted forensic comfort on revenue quality before signing.

02How it worked

  1. 01Several new 'distributors' were controlled by people close to the founders.
  2. 02Sales to them were booked at quarter-end with goods held in the company's own warehouses.
  3. 03Payments for those sales were funded by money routed from the founders through intermediaries.
  4. 04Marketing support paid to the same distributors flowed back as 'collections'.
  5. 05Returns were deferred until after the planned closing.
How the scheme workedAnonymised
Founders' circleLinked 'distributors'Company bookssales (goods held)Investor seeshigher growthfunds payments'collections'reported revenuemarketing support

Swipe sideways to see the whole diagram.

  • Insiders involved
  • Outside parties
  • The organisation
  • Where the money ended up
  • Repeats / feeds back

How it was hidden

Distributors with no obvious link to the founders, goods held at company warehouses as 'bill and hold', and collections that looked like normal receipts.

03The challenge

Test revenue quality and related-party exposure inside a deal timetable, without access to the brand's distributors.

What made it hard

  • Deal timetable
  • No direct access to distributors
  • Mixed sales channels
  • Need to give the investor a usable number

Red flags that were there to see

  • Receivables rising faster than sales
  • New distributors taking a large share
  • Quarter-end concentration
  • Marketing support flowing to the same distributors

04Our approach

  1. Workstream 01

    Revenue quality analytics

    Sales, collections and returns by customer and period.

  2. Workstream 02

    Related-party discovery

    Ownership and control behind the largest distributors.

  3. Workstream 03

    Cash circularity review

    Sources of collections from the key distributors.

  4. Workstream 04

    Warehouse and stock checks

    Where 'sold' goods actually sat.

The breakthrough

Related-party discovery tied the fastest-growing distributors to the founders' circle, and the sources of their payments led back to founder-linked funds, showing part of the revenue was paid for by the company's own side.

05What we found & did

  • About a fifth of reported revenue came from founder-linked distributors.
  • Bill-and-hold sales with goods still in company warehouses.
  • Distributor collections were funded through money routed from the founders.
  • The online channel's revenue was clean.

06The impact

The investor repriced the round, required restatement and governance changes as conditions, and replaced part of the primary investment with milestone-linked tranches.

revenue not genuine
~22%revenue not genuine
valuation adjustment
US$8–12Mvaluation adjustment
inside the deal timetable
5 wksinside the deal timetable
round with governance conditions
Repricedround with governance conditions

07Lessons for your business

The controls that would have stopped this, or caught it sooner:

  • Test revenue quality, not just revenue, before investing.
  • Look behind the largest new customers.
  • Follow the source of collections.
  • Tie investment tranches to verified milestones.

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