The Quality of Earnings study is the financial X-ray of a target. It normalises EBITDA, stress-tests projections, and identifies the financial red flags that kill deals — or that merit a price re-trade if found late. No buy-side professional underwrites without one.
Normalising EBITDA
Reported EBITDA almost always overstates run-rate cash generation. The QofE adjusts for: one-time items (legal settlements, restructuring, founder bonuses, one-off contracts), accounting policy choices (revenue recognition timing, capitalised vs. expensed), related-party transactions (above- or below-market lease, founder salary), and run-rate adjustments (annualising recent contract wins, hires, price increases). The output is a Pro Forma EBITDA the buyer will quote in their LOI.
Worked example: a $30M reported EBITDA might normalise to $26M after $4M of legitimate adjustments. At a 10x multiple, the buyer just saved $40M on the entry price — assuming the seller accepts the analysis. Re-trade fights happen here.
Working capital and the peg
Working capital diligence sets the working-capital peg — the level of net working capital the seller is required to deliver at close. Below the peg, the buyer is owed dollar-for-dollar. The QofE study calculates a 12-month rolling average WC and proposes a peg. Negotiation here is dollar-for-dollar with the purchase price.
Projections — building a base case the seller's plan can't
Sell-side projections are always above what the company will actually do. The QofE process re-builds the projection: customer-level revenue build, retention and churn cohorts, hiring plan, capex schedule. The buyer then runs a base / downside / upside case from that build. The base case — not the seller's plan — is what the IC underwrites against.
The red flags that kill deals
Customer concentration above 25%. Top-customer churn risk. Aggressive revenue recognition. Cash-conversion below 70% of EBITDA. Working capital trends inconsistent with growth. Off-balance-sheet liabilities, especially uncapitalised leases and pending litigation. Rapid recent margin expansion that can't be tied to specific operational change. Each of these is a re-trade conversation; some are deal-killers.