• Tariffs and global uncertainty are driving up construction hard costs and disrupting material sourcing and timelines. 

• Developers and contractors are responding by rethinking supplier relationships, stockpiling inputs, and tightening contract language. 

• Legal and accounting professionals play a key role in helping you manage financial risk, secure financing, and monitor vendor compliance. 

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In today’s construction market, tariffs change fast — and so do your costs, contracts, and supply chain risks. One week, your project inputs are tariffed at 25%; the next week, that rate drops to 10%. This type of volatility is no longer the exception, it’s the new norm.

As of mid-2025, tariff policy remains in flux. While electrical components, steel, and Canadian lumber remain hot-button items, the broader concern is uncertainty.

“Uncertainty causes a hold or freeze in decision making,” said Eric Paulsen, chief operating officer of commercial real estate firm Kidder Mathews. “With the fluctuation in pricing, contractors used to provide a quote that was good for months, now it’s only good for a week … if not days.”

So, what does this mean for your bottom line — and how can you adapt your contracts, purchasing, and financial planning to respond?

How Tariffs Are Hitting You on the Developer Side

Tariffs are directly affecting hard costs and disrupting the procurement process, especially when it comes to internationally sourced materials like steel and electrical equipment. According to Paulsen, delivery delays for items like electrical transformers and panels have become more severe. Even before recent escalations, delays were stretching out to 12 months or greater — meaning materials had to be ordered before final plans were approved just to stay on schedule.

Paulsen added that uncertainty is now adding “an extra layer of scrutiny” to every purchasing decision.

Practical Steps Developers Are Taking

To mitigate the risk of tariffs, some developers are taking proactive steps, such as:

• Buying in advance or keeping materials on hand: While this can be “brutal for smaller shops,” it’s a practical move to hedge against volatility.

• Seeking out new sourcing options: Paulsen noted that smaller countries like Cambodia are trying to modernize and enter the manufacturing game, though that’s still a longer-term shift.

• Preparing to shift suppliers: “Long-time relationships between contractor and supplier are now at risk,” he said. For some firms, the current environment is “a great time to usurp a previous relationship.”

Ultimately, Paulsen warned that “development at its core has to pencil or the development won’t happen.” Unless it’s a government or public-use project or a user-driven build-to-suit, many speculative projects are currently on hold.

Best-Case Versus Worst-Case Scenario

Moving forward, Paulsen describes the best-case scenario as “stability or at least a sense that the worst is over, so people can make some decisions.” The worst-case scenario? Basically, more of the same: “Flip flopping, start/stop, or anything that causes uncertainty.”

For developers to fully participate in the market, they need to have a sense of where things stand.

“We need the rules of the road,” Paulsen said. “With some final stability, people will figure out the new market measures and re-engage. Until then people who can wait, will.”

On the Legal Side: Modernizing Your Contracts

If you haven’t revisited your contracts in the last few years, now’s the time.

Derek Weisbender, a construction partner at Allen Matkins, a law firm with deep roots in real estate, noted that it’s typical for certain contracts to allow contractors to request more money when there’s an unanticipated change in law (such as a new tariff) that makes performance more expensive. The burden is on vendors to support their claims.

He said there is an “obligation on vendors [to] show baseline costs as of the contract date.” That serves as support to validate future price fluctuations. Without that transparency, disputes are more likely. But if the backup is built in, you’re better positioned to make your case — whether costs go up or down. But what’s newer, and not often considered, is a reciprocal clause that protects an owner or developer when the opposite occurs (such as when a tariff is rescinded).

“Sophisticated owners are using the baseline tariff cost to claw back savings when tariffs are avoided,” Weisbender noted. In other words, if tariff costs are ultimately avoided, the owner or developer can negotiate a partial refund or cost adjustment. Some contractors may disagree. But, as Weisbender explained, “it seems fair that if an owner should bear the burden of a tariff increase, they should likewise enjoy the savings of a tariff decrease.”

The Role of Your Accounting and Finance Team

Adapting to volatility isn’t just a legal or operational issue. It’s a financial one, too.

If you’re considering strategies like prepayment, early ordering, or warehousing materials, you may need short-term capital — and that requires careful planning and documentation. Accountants can help you:

• Model out cash flow scenarios to support big-ticket pre-buys

• Prepare the financial reporting needed for loan applications, especially if you’re approaching lenders outside your primary bank

• Support compliance monitoring for tariff-related contract provisions, validating vendor costs and identifying irregularities

While accountants can’t give legal advice, they can offer critical support when it comes to making your financial strategy align with your contract protections.

Your Next Move: Reassess Your Risk and Recheck Your Language

Tariff policy is beyond your control. But how you plan, purchase, and protect your interests isn’t.

If you’re a developer or general contractor:

• Talk to your lawyer about updating your contracts to include cost claw-back provisions 

• Evaluate whether you need to shift suppliers or purchase materials in advance 

• Engage your accounting team to model cash flow, validate vendor inputs, and support financing conversations 

If you’re relying on old contract templates or handshakes, you could be leaving money on the table, or absorbing unnecessary risks.

In today’s market, your success depends on staying agile, informed, and well-supported.

How MGO Can Help

Our Professional Services team works closely with developers and contractors to provide financial clarity in uncertain markets. From cash flow modeling and budgeting for material pre-purchasing to preparing financial reports for lenders. We help you make confident, informed decisions. We also assist with ongoing compliance support tied to contract terms and vendor costs.

Reach out to our team today to build a financial strategy that keeps your business moving forward.

The post How to Manage Your Construction Costs in a Tariff-Turbulent Year appeared first on MGO CPA | Tax, Audit, and Consulting Services.

• Financial statements offer insight into a company’s operations, performance, and position.

• There are four main types of financial statements — balance sheet, income statement, cash flow statement, and equity statement — and each serves a unique purpose.

• Interpreting financial statements requires an understanding of basic accounting principles and financial ratios.

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Understanding financial statements is a fundamental skill for business owners, investors, and anyone who wants to make informed financial decisions about a company or organization. These reports provide an overview of an entity’s financial health and help stakeholders measure profitability, liquidity, cash flow, and long-term viability.

Whether you’re running a small business or deciding where to invest, knowing how to read and analyze financial statements can help you evaluate performance and make smarter choices. This guide covers the essential components of financial statements and how to interpret them.

What Is a Financial Statement?

Financial statements are standardized reports that provide a snapshot of an entity’s financial position, performance, and cash flows. They offer insight into how the company generates revenue, spends money, and manages its resources.

Several different stakeholders use financial statements — including business owners and executives, investors and lenders, government agencies, employees and unions, and financial analysts and advisors.

There are several methods for preparing financial statements. In the United States, most large companies follow Generally Accepted Accounting Principles (GAAP), while large companies in other countries follow International Financial Reporting Standards (IFRS).

For smaller companies, GAAP and IFRS may be overly complex and expensive to implement and maintain. Fortunately, there are simpler alternatives. These are known as “other comprehensive basis of accounting“, or OCBOA.

OCBOA includes:

• Cash or modified cash basis

• Income tax basis

• Regulatory basis

Types of Financial Statements

There are four primary types of financial statements, each serving a distinct purpose. Let’s look at each of these four statements in more detail:

Balance Sheet

The balance sheet, also known as “the statement of financial position”, provides a summary of a company’s financial position at a specific point in time. It follows the fundamental accounting equation:

Assets = Liabilities + Equity

Assets are the things a company owns — including cash, inventory, and property. Liabilities are what it owes to others — including accounts payable and loans. Equity is the value belonging to the company’s owners after subtracting the book value of liabilities from assets.

A healthy balance sheet demonstrates strong liquidity, indicating the ability to meet short-term obligations and manage debt.

Income Statement

The income statement is also called a profit and loss statement (P&L). It shows the company’s revenues and expenses over a specific period — typically monthly, quarterly, or annually. The basic formula of the income statement is:

Net Income = Revenue – Expenses

This financial statement highlights the revenue a company earns, expenses like cost of goods sold (COGS) and operating expenses, and shows the company’s net income or net loss.

This report helps assess profitability and performance over time.

Cash Flow Statement

The cash flow statement tracks the inflow and outflow of cash in three main areas:

1. Operating activities: Cash from sales and payments to suppliers

2. Investing activities: Buying equipment, selling assets

3. Financing activities: Taking out loans, repaying debt

Unlike the income statement, which can include non-cash items like depreciation, the cash flow statement focuses solely on cash coming into and going out of the business. Understanding the amount of cash on hand can help you assess liquidity and solvency.

Statement of Changes in Equity

The statement of changes in equity (also known as the statement of owners’ equity or statement of shareholders’ equity) explains changes in the company’s equity over a reporting period.

The general formula for this financial statement is:

Beginning Equity + Net Income – Dividends +/- Other Changes = Ending Equity

While people tend to overlook the statement of changes in equity, it provides valuable insights into how the company retains or distributes profits.

How to Read Financial Statements

Reading financial statements effectively means looking beyond the numbers. Here’s a step-by-step breakdown of how to read these reports:

Step 1: Start with the Income Statement

The income statement is often the best starting point because it shows how much money the company brought in and how much it spent over a given period.

Begin by looking at total revenue. Has it grown or declined compared to previous periods? Next, review the major expense categories — including cost of goods sold (COGS), operating expenses, and interest. See how they impact profitability.

Net income, located at the bottom of the statement, indicates whether the business ended the period in the black (i.e., it generated a profit) or in the red (i.e., it incurred a loss).

For additional insight, calculate profitability margins — like gross margin or net profit margin — to understand how efficiently the company converts revenue into profit.

Step 2: Review the Balance Sheet

Next, take a look at the balance sheet — which offers a snapshot of assets, liabilities, and equity at a specific point in time.

Begin by examining current assets and current liabilities to assess the company’s liquidity. Does the company have enough resources to cover short-term obligations? Next, look at long-term liabilities and total equity to understand the business’s capital structure.

A strong balance sheet has a healthy ratio of assets to liabilities, manageable debt levels, and a solid base of retained earnings or shareholder equity.

Step 3: Analyze the Cash Flow Statement

The cash flow statement shows how cash actually moves through the business — critical information for assessing liquidity and solvency.

Focus first on cash from operating activities. Ideally, it should be positive and sufficient to sustain day-to-day operations. Next, review cash from investing activities to understand how the company allocates cash for growth — such as purchasing equipment or investing in new ventures. Finally, consider financing activities to know how the business manages debt, issues stock, or pays dividends.

Even profitable companies can face financial trouble if their cash flow is weak.

Step 4: Review the Statement of Changes in Equity

For the statement of changes in equity, look at how different equity accounts changed over the accounting period. Did equity grow from net income or did the owners have to contribute more capital or issue additional stock to make ends meet?

Does the company keep profits in retained earnings, or pay them out to owners in the form of dividend distributions? Tracking changes in retained earnings reveals whether the business is reinvesting profits or returning value to shareholders.

Step 5: Use Ratios for Deeper Insight

After reviewing the individual statements, use financial ratios to compare performance over time or against industry benchmarks.

Some useful financial ratios include:

• Current Ratio = Current Assets / Current Liabilities (measures liquidity)

• Debt-to-Equity Ratio = Total Liabilities / Shareholder Equity (measures how leveraged the company is)

• Net Profit Margin = Net Income / Revenue (measures profitability)

Compare these ratios across periods and against industry benchmarks. You can find benchmarks for your industry through industry associations or peer networks, online resources such as BizStats, or by consulting with an advisor.

How MGO Can Help

Whether you’re leading a business, evaluating stock market investments, or managing your personal finances, understanding financial statements helps you make more informed financial decisions.

However, compiling and interpreting the numbers isn’t always straightforward. That’s where MGO comes in. Our professionals work closely with business owners and leaders to prepare financial statements and interpret the financial data in context. We can help you connect the dots between reporting and real-world decisions.

If you’re ready to get more from your financial statements or just need help making sense of what you’re seeing, reach out to our team today.

The post Understanding Financial Statements: The Complete Guide for Businesses and Individuals appeared first on MGO CPA | Tax, Audit, and Consulting Services.

• Deal activity to rise in 2025 as valuation gaps narrow, driven by interest rate cuts and GDP growth.

• Add-on deals will boost portfolio valuations, making up a sizable part of PE activity.

• International markets offer new opportunities for North American PE firms amid domestic uncertainties.

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As private equity (PE) enters 2025, overall, the industry feels optimistic about the changing macroeconomic conditions and the impact they’ll have on M&A. With interest rate cuts, projected GDP growth, and potential regulatory changes, such as softened FTC regulations and lower capital gains tax rates, the stage has been set for increased deal activity and fundraising. 

However, challenges remain, with things like higher capital costs and lingering valuation gaps creating potential issues. Proposed tariffs may lead fund managers to focus on marketing portfolio companies that rely on domestic suppliers, given the uncertainties in supply chain dynamics with foreign suppliers. To stay competitive, PE firms are adopting creative approaches to deals and value creation, seeking new ways to generate returns in market that will continuously grow in complexity.  

1. Deal Activity Will Continue to Accelerate 

There is cautious optimism that the gap between buyer and seller expectations will narrow, driving more deals to reach the finish line in 2025. Several macroeconomic factors are driving valuations to increase, including declining interest rates and a 2025 GDP growth forecast as high as 2.5%. A change in administration could also create more fluidity in the exit markets as fund managers look to exit investments after extended holding periods. Upbeat earnings calls and rising stock prices for private equity and investment banks signal expectations for increasing IPOs and M&A activity. Reduced regulatory oversight and potential capital gains tax cuts could motivate owners to sell businesses after elevated inflation and increased borrowing costs. 

2. Funds Will Bolster Portco Valuations with Add-on Deals 

While private equity is optimistic about 2025 macroeconomics, you won’t see the shifting dynamics reflected in portco valuations just yet. Funds are prioritizing the sale of assets with the strongest potential for return on investment and holding onto assets with lingering valuation issues, aiming to grow portcos before moving to sell. This dynamic is delaying broader recovery in exit strategies but should begin to soften throughout 2025. You can expect add-on transactions, which currently account for three in four buyouts in the U.S. private equity deal market, to continue to make up a massive part of PE deal activity in the next year. 

3. Corporations Will Continue to Actively Buy Assets From – and sell to – PE Firms 

Excluding public listings, exits to corporates make up 43.9% of YTD middle market exit value, as of the end of Q3, and we expect they will remain competitive in 2025. While interest rate cuts will be a tailwind for the whole market, a continued high-interest rate environment will be more challenging for PE sponsors. A higher cost of capital slows funds looking to finance deals and pursuing investment opportunities that would have relied more on multiple expansions to drive returns. Corporate acquirers will keep greater buyer strength during the upcoming M&A recovery, presenting opportunities for PE in 2025. 

4. Creativity — in Deals, Distributions and Value Creation — as a Competitive Edge 

While the cost of capital stays elevated, PE funds are seeking a walk on the creative side — with their strategies, that is — to drive portfolio company valuations. Simpler buyouts stay challenging in the current environment, but larger firms capable of handling intricate deals — such as carve-outs, take-privates, and international transactions — are finding value in these transactions. In 2025, firms will continue to explore refinancing options to enhance portfolio value alongside further rate cuts. PE firms will work to increase EBITDA through operational improvements and emerging technologies, such as AI. Additionally, secondary transactions like continuation funds, NAV loans, and dividend recapitalization deals will be used to return capital to investors. 

5. North American Firms Will Seek Returns Abroad Amid Continued Uncertainty 

International deal activity is increasingly tracking with pre-pandemic levels, and global M&A activity grew significantly in 2024. This trend is expected to continue into 2025, driven by improvements in debt markets and associated pricing. North American PE firms are finding success in international markets, particularly in emerging tech centers outside the U.S. If the U.S. dollar continues to strengthen, PE investors will likely seek investments abroad in markets like Europe. 

What Comes Next? 

2025 brings both challenges and opportunities for PE. As the cost of capital is still elevated and geopolitical shifts impact markets, staying ahead will require agility, innovation, and a keen eye for emerging trends. 

How MGO Can Help 

At MGO, we understand the complexities and opportunities that 2025 brings for private equity. Our team provides strategic insights and innovative solutions to help you navigate the evolving market landscape. Whether it’s optimizing deal structures, enhancing portfolio valuations, or exploring international opportunities, we are here to support your goals with tailored, data-driven approaches. Let us help you to achieve sustainable growth and success in the year ahead. For more information, visit our Financial Services page. 

The post Your Guide to Private Equity in 2025: What to Expect and How to Stay Ahead appeared first on MGO CPA | Tax, Audit, and Consulting Services.

Deal structure can be viewed as the “Terms and Conditions” of an M&A deal. It lays out the rights and obligations of both parties, and provides a roadmap for completing the deal successfully. While deal structures are necessarily complex, they typically fall within three overall strategies, each with distinct advantages and disadvantages: Merger, Asset Acquisition, and Stock Purchase.

In the following we will address these options, and common alternatives within each category, and provide guidance on their effectiveness in the cannabis and hemp markets.

Key Considerations of an M&A Structure

Before we get to the actual M&A structure options, it is worth addressing a couple essential factors that play a role in the value of an M&A deal for both sides. Each transaction structure has a unique relationship to these factors and may be advantageous or disadvantageous to both parties.

Transfer of liabilities: Any company in the legally complex and highly-regulated cannabis and hemp industries bears a certain number of liabilities. When a company is acquired in a stock deal or is merged with, in most cases, the resulting entity takes on those liabilities. The one exception being asset deals, where a buyer purchases all or select assets instead of the equity of the target. In asset deals, liabilities are not required to be transferred.

Shareholder/third-party consent: A layer of complexity for all transaction structures is presented by the need to get consent from related parties. Some degree of shareholder consent is a requirement for mergers and stock/share purchase agreements, and depending on the Target company, getting consent may be smooth, or so difficult it derails negotiations.

Beyond that initial line of consent, deals are likely to require “third party” consent from the Target company’s existing contract holders – which can include suppliers, landlords, employee unions, etc. This is a particularly important consideration in deals where a “change of control” occurs. When the Target company is dissolved as part of the transaction process, the Acquirer is typically required to re-negotiate or enter into new contracts with third parties. Non-tangible assets, including intellectual property, trademarks and patents, and operating licenses, present a further layer of complexity where the Acquirer is often required to have the ownership of those assets formally transferred to the new entity.

Tax impact: The structure of a deal will ultimately determine which aspects are taxed and which are tax-free. For example, asset acquisitions and stock/share purchases have tax consequences for both the Acquirer and Target companies. However, some merger types can be structured so that at least a part of the sale proceeds can be tax-deferred.

As this can have a significant impact on the ROI of any deal, a deep dive into tax implications (and liabilities) is a must. In the following, we will address the tax implications of each structure in broad strokes, but for more detail please see our article on M&A Tax Implications (COMING SOON).

Asset Acquisitions

In this structure, the Acquirer identifies specific or all assets held by the Target company, which can include equipment, real estate, leases, inventory, equipment and patents, and pays an agreed-upon value, in cash and/or stock, for those assets. The Target company may continue operation after the deal.
This is one of the most common transaction structures, as the Acquirer can identify the specific assets that match their business plan and avoid burdensome or undesirable aspects of the Target company. From the Target company’s perspective, they can offload under-performing/non-core assets or streamline operations, and either continue operating, pivot, or unwind their company.
For the cannabis industry, asset sales are often preferred as many companies are still working out their operational specifics and the exchange of assets can be mutually beneficial.

Advantages/Disadvantages

Transfer of liabilities: One of the strongest advantages of an asset deal structure is that the process of negotiating the assets for sale will include discussion of related liabilities. In many cases, the Acquirer can avoid taking on certain liabilities, depending on the types of assets discussed. This gives the Acquirer an added line of defense for protecting itself against inherited liabilities.

Shareholder/third-party consent: Asset acquisitions are unique among the M&A transaction structures in that they do not necessarily require a stockholder majority agreement to conduct the deal.

However, because the entire Target company entity is not transferred in the deal, consent of third-parties can be a major roadblock. Unfortunately, as stated in our M&A Strategy article, many cannabis markets licenses are inextricably linked to the organization/ownership group that applied for and received the license. This means that acquiring an asset, for example a cultivation facility, does not necessarily mean the license to operate the facility can be included in the deal, and would likely require re-application or negotiation with regulatory authorities.

Tax impact: A major consideration is the potential tax implications of an asset deal. Both the Acquirer and Target company will face immediate tax consequences following the deal. The Acquirer has a slight advantage in that a “step-up” in basis typically occurs, allowing the acquirer to depreciate the assets following the deal. Whereas the Target company is liable for the corporate tax of the sale and will also pay taxes on dividends from the sale.

Stock/Share Purchase

In some ways, a stock/share purchase is a more efficient version of a merger. In this structure, the acquiring company simply purchases the ownership shares of the Target business. The companies do not necessarily merge and the Target company retains its name, structure, operations and business contracts. The Target business simply has a new ownership group.

Advantages/Disadvantages

Transfer of liabilities: Since the entirety of the company comes under new ownership, all related liabilities are also transferred.

Shareholder/third-party consent: To complete a stock deal, the Acquirer needs shareholder approval, which is not problematic in many circumstances. But if the deal is for 100% of a company and/or the Target company has a plenitude of minority shareholders, getting shareholder approval can be difficult, and in some cases, make a deal impossible.

Because assets and contracts remain in the name of the Target company, third party consent is typically not required unless the relevant contracts contain specific prohibitions against assignment when there is a change of control.

Tax Impact: The primary concern for this deal is the unequal tax burdens for the Acquirer vs the Shareholders of the Target company. This structure is ideal for Target company shareholders because it avoids the double taxation that typically occurs with asset sales. Whereas Acquirers face several potentially unfavorable tax outcomes. Firstly, the Target company’s assets do not get adjusted to fair market value, and instead, continue with their historical tax basis. This denies the Acquirer any benefits from depreciation or amortization of the assets (although admittedly not as important in the cannabis industry due to 280E). Additionally, the Acquirer inherits any tax liabilities and uncertain tax positions from the Target company, raising the risk profile of the transaction.

Three Types of Mergers

1: Direct Merger

In the most straight-forward option, the Acquiring company simply acquires the entirety of the target company, including all assets and liabilities. Target company shareholders are either bought out of their shares with cash, promissory notes, or given compensatory shares of the Acquiring company. The Target company is then considered dissolved upon completion of the deal.

2: Forward Indirect Merger

Also known as a forward triangular merger, the Acquiring company merges the Target company into a subsidiary of the Acquirer. The Target company is dissolved upon completion of the deal.

3: Reverse Indirect Merger

The third merger option is called the reverse triangular merger. In this deal the Acquirer uses a wholly-owned subsidiary to merge with the Target company. In this instance, the Target company is the surviving entity.

This is one of the most common merger types because not only is the Acquirer protected from certain liabilities due to the use of the subsidiary, but the Target company’s assets and contracts are preserved. In the cannabis industry, this is particularly advantageous because Acquirers can avoid a lot of red tape when entering a new market by simply taking up the licenses and business deals of the Target company.

Advantages/Disadvantages

Transfer of liabilities: In option #1, the acquirer assumes all liabilities from the Target company. Options #2 and #3, provide some protection as the use of the subsidiary helps shield the Acquirer from certain liabilities.

Shareholder/third-party consent: Mergers can be performed without 100% shareholder approval. Typically, the Acquirer and Target company leadership will determine a mutually acceptable stockholder approval threshold.

Options #1 and #2, where the Target company is ultimately dissolved, will require re-negotiation of certain contracts and licenses. Whereas in option #3, as long as the Target company remains in operation, the contracts and licenses will likely remain intact, barring any “change of control” conditions.

Tax impact: Ultimately, the tax implications of the merger options are complex and depend on whether cash or shares are used. Some mergers and reorganizations can be structured so that at least a part of the sale proceeds, in the form of acquirer’s stock, can receive tax-deferred treatment.

In Conclusion

Each deal structure comes with its own tax advantages (or disadvantages), business continuity implications, and legal requirements. All of these factors must be considered and balanced during the negotiating process.

The post Choosing the Right Cannabis M&A Structure for You appeared first on MGO CPA | Tax, Audit, and Consulting Services.