Black Key Holdings

Valuation · 6 min ·

Quality of earnings: what the buyer's accountants are really testing

The QoE is not an audit. It is an argument about your add-backs, and the buyer's side wrote the brief.

A quality of earnings review is an independent analysis, usually commissioned by the buyer, that tests whether a company's reported earnings are sustainable and accurately stated. It examines add-backs, revenue recognition, customer concentration, working capital trends and one-time items. Unlike an audit, it is not an opinion on the financial statements; it is an assessment of the earnings base the price is built on.

QoE versus audit

An audit opines on whether financial statements are fairly presented under accounting standards. A QoE asks whether the earnings a buyer is paying a multiple on will continue. A company can pass an audit and fail a QoE, and vice versa.

What the QoE tests

Every add-back, revenue recognition and cut-off, customer and supplier concentration, the trend in working capital, one-time versus recurring items, related-party transactions, and whether monthly results tie to the annual numbers.

How a seller prepares

Document every add-back with evidence. Reconcile monthly to annual. Explain every swing. Consider a sell-side QoE before going to market so the buyer's review confirms rather than discovers.

A sell-side QoE costs money and takes weeks. It usually pays for itself the first time a buyer's accountant tries to remove an add-back that has already been documented.

Valuation · Questions

Questions this raises

Who pays for the quality of earnings review?

The buyer commissions and pays for its own QoE. A seller may commission a sell-side QoE in advance at its own cost.

Can a QoE reduce the purchase price?

Yes. Findings that reduce sustainable earnings are the most common basis for a buyer to re-trade the price after LOI. Preparation is the defense.

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Notice

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