Core Engagement
Quality of earnings
Adjusted EBITDA rebuilt from the ledger rather than accepted from a schedule — every adjustment sourced, quantified and graded by how well it will hold when the other side tests it.
When it is used
Buy-side price testing
Establishing the earnings base an offer is built on before it is committed to in a sale and purchase agreement.
Sell-side preparation
Building and evidencing the adjustment case before a buyer's adviser challenges it.
Lender and credit review
Sustainable earnings assessment underpinning leverage, covenant headroom and debt capacity.
Adviser capacity
QoE analysis delivered into an existing diligence report owned by the lead advisory firm.
Adjustment categories
The categories are standard. The value is in which items are found, how they are quantified and whether the evidence behind them survives challenge.
Non-recurring items
Restructuring, litigation, transaction costs and other events that will not repeat under new ownership.
Owner and related-party items
Above- or below-market compensation, rent, management charges and personal expenses run through the business.
Accounting policy and cut-off
Revenue recognition, capitalisation policy, provisioning and period-end cut-off errors that distort reported earnings.
Run-rate and pro forma effects
Contract wins and losses, price changes, headcount actions and cost savings, separated into contracted and forecast.
Standalone and carve-out costs
Costs the business will bear independently that are absent from historical results, or shared costs to be exited.
Pass-through and gross-up items
Presentation effects that change reported revenue and margin without changing cash earnings.
How the analysis is built
Rebuilt from source
Adjusted EBITDA is built up from the trial balance and monthly ledger, not from a management-prepared adjustment schedule.
Every item evidenced
Each adjustment carries a source reference, a calculation and an explicit statement of how much judgement it involves.
Graded by defensibility
Adjustments are ranked from factual to arguable, so the deal team knows which ones will survive negotiation.
Tied to the bridge
The QoE conclusion reconciles into the net debt and working capital analysis so the equity bridge holds together.
What is delivered
Adjusted EBITDA bridge
Reported to adjusted earnings by period, adjustment by adjustment.
Adjustment schedule
Each item with quantum, source, rationale and defensibility grading.
Monthly trend analysis
Revenue, gross margin and EBITDA by month with seasonality and run-rate commentary.
Databook
Linked Excel support behind every figure, in your report template where required.
Findings note
The adjustments that move price, and the ones that will be contested.
Engagement process
Typically two to four weeks depending on ledger quality and data room access.
01
Scope and basis
Definition period, earnings measure and the adjustment philosophy to be applied.
02
Data and access
Trial balance, ledger detail, management accounts and contract information requested up front.
03
Build and test
Adjustment identification, quantification and testing against source documentation.
04
Management questions
Focused question list, follow-up and revision as responses arrive.
05
Delivery
Bridge, schedules and findings note, with support through negotiation.
Discuss an Engagement
If you require support with financial modelling, business valuation or financial due diligence for a live transaction or strategic engagement, we'd be pleased to discuss your requirements.