Blair Vago, CPA

• Hilton Hotels Corporation (NYSE: HLT), $8B lodging company.

• Clipper Windpower, Plc (AIM: CWP), $750M British renewable energy manufacturing start-up and wind farm developer.

• Berry Corporation (NASDAQ: BRY), $550M U.S. oil and gas exploration and production company that emerged from bankruptcy.

• Ivanhoe Energy (NASDAQ: IVAN, TSX:IE), $100M Canadian oil and gas exploration company with operations on 3 continents. ($1B market cap)

• Cosi (NASDAQ: COSI), $60M restaurant chain with 40 stores.

• Selina Holding Company, UK-based and private equity owned real estate/hospitality company with operations in 20 countries. ($1B market cap).

• CliftonLarsonAllen, LLP, $1.2B public accounting firm (Clients served include a $13B private equity firm, $400M health care company, $250M energy company, $250M pharmaceutical manufacturing company)

• Surf Air Mobility, Inc. a pre-IPO $13M hybrid electric airline roll-up.

• Supervisory experience of up to 125+ staff globally including country controllers in a decentralized environment with rapid acquisition integration.
• Directed and participated in monthly, quarterly, and year-end closing process within multiple companies, assuring the accuracy of data and integrity of reporting in accordance with Generally Accepted Accounting Principles (GAAP) and country-specific statutory accounting requirements.
• Reviewed results, analyzed, and explained major variances and made recommendations for corrective actions in various companies.
• Completed 3-year expat assignment in Ecuador as Latin America Division Controller and 3-year expat assignment in Bermuda as Controller, Bermuda Government hospitality holdings. Frequently traveled to Panama to oversee shared service center. Conducted financial statement reviews and meetings with auditors and employees in Spanish.
• Prepared consolidated financial statements under IFRS for 150 legal entities in 20 countries including balance sheet, income statement, comprehensive income, statement of changes in equity, statement of cash flows. This process included eliminating intercompany transactions with joint ventures, associates, C corps, LLC’s, Sociedades Anonimas (S.A.), translating foreign balance sheets into USD, eliminating non-cash effects in cash flow statements, cycling gains/losses out of OCI for sales of investments.
• Developed internal monthly reporting packages capturing key financial reporting metrics. Prepared customized reporting packages for various private equity groups based on the location of their investments and their information requirements.
• Developed standardized ‘audit ready’ balance sheet sub-ledgers and supporting schedules including fixed asset and equity roll forward and for deferred rent, AR, prepaid assets, and accrued ‘other.’ Verified these supporting schedules tied to the G/L and were consistent with GAAP.
• Principal liaison with independent and government auditors in Panama and then UK, after reconciliation, on audits and reviews.

 

 

• Hands-on preparation of prospectus and Form S-1 for a successful $180M IPO. Prepared company’s first 10-Q, 10-K, 8-K/earnings release, including drafting MD&A and filed with SEC on WDesk.
• Worked closely with attorneys and bankers to draft the offering memorandum for a successful $400M high yield debt raise.
• Hands-on preparation of 4 preliminary proxy statements and definitive proxy which was declared effective by SEC in a successful $1.2B SPAC IPO. Resolved 47 SEC comments in 3 rounds. Drafted proformas in full redemption/no redemption scenarios. Prepared combined company’s first 10-Q. Converted financials from private company rules to PCAOB-compliant including full footnotes and liaised with auditors on reviews and to obtain clean audit opinions.
• Prepared and filed consolidated financial statements for 40 companies (including 6 foreign subs) with the London Stock Exchange AIM market including Directors’ Report.
• Completed one of the first IFRS to US GAAP conversions for a company in the U.S. Researched all IFRS standards, identified differences to US GAAP and proposed journal entries to convert. Repeated this process in local GAAPs including Mexico, Colombia, Ecuador, UK, and Canada.
• Researched and prepared technical accounting memos on ASC 805 for several merger transactions and a reverse merger including writing the define the accounting acquirer memo.
• Researched and prepared technical accounting treatment memos on variable interest entities, (ASC 810- Consolidation) derivatives and hedging (ASC 815- Derivatives and Hedging), stock compensation (ASC 718-Compensation-Stock Compensation), warrants (ASC 480-Distinguishing Liabilities from Equity) and 815), fully diluted EPS (ASC 260-Earnings Per Share), foreign currency translation (ASC 830- Foreign Currency Matters) and leasing, (ASC 842-Lease Accounting).
• Assisted a pharmaceutical company with adoption of ASC 842 (lease standard). Set up lease software/sub-ledger and trained management on system to evaluate embedded leases and utilizing new software.
• Prepared complex cash flow statements and reverse recapitalization journal entries in a merger and reverse merger transaction.
• Advised 3 company CFOs on the proper accounting and pro forma preparation for a successful deSPAC process in a 10-month reverse recapitalization IPO project.
• Researched and wrote 40 technical accounting memos on complex financial instruments for a pre-IPO airline, including SAFE, convertible notes with embedded derivatives (ASC 815 Derivatives and Hedging, ASC 480 Distinguishing Liabilities from Equity), debt with fair value option (ASC 820- Fair Value Measurement, ASC 825- Financial Instruments), Restricted Stock Purchase Agreements, RSU’s, stock options (ASC 718- Compensation- Stock Compensation).
• Assisted pre-IPO airline with ASC 842-Leases adoption including writing the implementation memo and ASC 606- Revenue from Contracts with Customers adoption including principal vs. agent analysis.

• External audit background in commodities, construction, service, and hospitality sectors.
• Enhanced and maintained internal control processes for GAAP compliance, including complex transactions involving acquisitions, stock-based compensation, and issuances of equity instruments for goods and services.
• Planned and performed financial and operational audits including reviews of Equity, Purchasing and Payables, Sales Order Processing and Receivables, Inventories and Financial Reporting.
• Managed scope analysis, risk assessment, and identification of significant financial statement accounts and key processes.
• Established key control matrix, drafted narratives, and coordinated appropriate testing with Internal and External auditors.
• Generated SOX narratives and flowcharts for the following sub processes; Journal entry processing/closing/consolidation, General Ledger Maintenance, Estimates and Accruals, Intercompany Eliminations, Financial Statement Disclosures, Budgeting and Forecasting.
• Worked closely several times with SOX readiness contractors on documenting and testing internal controls.

• Hands-on and supervisory experience preparing annual operating plans, budgets and forecasts for multiple companies, zero-based and incremental budgeting methods.
• Completed the annual budget for a sub of an $8B hospitality company.
• Prepared financial models using discounted cash flows for several oil field acquisitions in JV with Royal Family of Qatar affiliate.

• Participated in post-merger accounting integrations, including working with the accounting personnel from the acquired companies to ensure a smooth transition to the acquiring company’s internal financial reporting requirements. Provided input on and performed purchase accounting adjustments.
• Worked with executives from a large Asian National Oil Company on due diligence, execution of joint operating and master agreements for a joint venture to invest $2B to commercialize an oil field in Ecuador. Worked closely with executives from Ecuador National Oil Company to gain transaction approval including in private meeting with the President of Ecuador.
• Prepared closing and opening balance sheets incorporating private equity firm Funds Flow statements for several merger/acquisitions.

• Worked closely with outsourced Canadian restructuring services group on 13-week cash flow projections under Canadian bankruptcy laws.
• Hired and work closely with a large Canadian investment bank on an issuer bid to convert bondholders to equity. Met with several bondholder groups to negotiate conversion to equity.
• Managed the employee termination process (30+) for the company Branch in Ecuador. Worked with corporate secretary on delisting offshore and onshore tax holding companies, globally.
• Managed a liquidity crisis, NASDAQ and TSX delisting and going dark under SEC rules.
• First point of contact for investor relations vis a vis the media in the missed bond interest payment and bankruptcy process for a global energy company. Worked closely with the Executive Chairman and the Board on downsizing the company and presenting the go-forward financials to interested buyers. Raised $5M first lien debt to enable the restructuring.
• Remediated the tax structuring and flow of funds globally to reduce indirect tax in 20 international jurisdictions. Worked closely with outsourced international tax advisory group, reviewed tax treaties between countries and adjusted the origination and destination of wire transfers to minimize withholding tax. For all historic and outbound wires sent internationally, created paperwork to support the funds as either an advance, loan or equity infusion depending on relative tax advantage. Executed intra- group financing and promissory notes, respecting country-specific transfer pricing rules to support the wires. Monitored branch and sub capitalization for awareness of thin capitalization thresholds.
• Worked closely with Board of Governors and General Manager to reverse the historic loss-making of their hospitality investment and Culinary school in Bermuda. In collaboration with the Head European Exec Chef, reworked the menu to be less expensive but still attractive resulting in a 20% food cost savings. Negotiated with the Government regulator to have their expensive annual audit replaced with a Big 4 independent audit, resulting in a $50K savings. After negotiation with Bermuda Labor Union, implemented state-of-the-art hand-held cashiering technology that enabled the redundancy of relatively high paid stationary resort cashiers. Renegotiated credit card fees with service provider. The net result was a profit in the year of undertaking compared to average losses of $0.25M per year.
  
• Shortened close from 30 to 10 days for a global, private equity owned real estate company with 150 legal entities in 20 countries. Reviewed the balance sheet reconciliations and conducted weekly Zoom meetings. Achieved improvements by developing, distributing, and following up on monthly close checklist and calendar, standardizing A/P cut-off and reassigning tasks to other personnel.

• Prepared consolidated financial statements using Hyperion and Oracle. Confirmed that intercompany eliminations had been completed, used the financial reporting module to generate consolidated income statement and balance sheet, generate general ledger account detail and research journal entries. 

• Used to review trial balance and general ledger.

• Cornell University, SC Johnson College of Business
  Master of Professional Studies, Hotel Administration with a concentration in finance and accounting
• State University of New York, Harpur College of Arts and Science
  Bachelor of Arts
• Certified Public Accountant,
  AICPA (Current License in California). Passed CPA exam on 1st attempt 
• Certificate in Investment Banking, UCLA
• Hired by AICPA as IFRS subject matter expert for their IFRS certification program, wrote their IFRS tax course and provided technical review over accounting standard coursework.

Continuing Professional Education 

• Have completed 40 hours of continuing education each year since 2008.

Languages

• Fluent in Spanish, Berlitz Language School, Quito, Ecuador, Professional Spanish, Level C-2
• Mandarin Chinese, HSK Level 2 certified.