What the Review Should Answer
The core questions are whether revenue exists, whether it belongs in the measured period, whether margins are sustainable, whether expenses are complete, and whether the normalization schedule is defensible.
The review should also explain customer concentration, revenue by product or service, gross-margin trends, unusual journal entries, related-party activity, seasonality, and the relationship between earnings and cash flow.
Scope the Work to the Deal
A smaller acquisition may not need a large-firm report, but it still needs disciplined analysis. Scope should reflect deal size, record quality, financing requirements, industry complexity, and the downside if earnings are wrong.
When records are weak, narrower work is not necessarily safer. Poor records can be a reason to expand procedures, change structure, or walk away.
Connect Findings to the Purchase Agreement
A normalized earnings difference may affect price. A working-capital issue may affect the target. Revenue cut-off problems may require a closing adjustment. Customer losses may justify a holdback or contingent payment.
Findings matter only when they change a decision, a closing condition, or post-closing plan. Maintain an issues list showing the evidence, financial effect, owner, and resolution.
Do Not Confuse Precision With Certainty
A spreadsheet can calculate an adjustment to the dollar while the underlying assumption remains uncertain. Buyers should distinguish verified facts, reasonable estimates, and seller assertions.
The final decision should include a downside case showing what happens if disputed add-backs disappear, the largest customer leaves, or gross margin returns to its historical low.
Buyer Checklist
- Reconcile revenue to source data
- Analyze monthly trends and cut-off
- Test major add-backs
- Review customer and product concentration
- Compare earnings with cash flow
- Calculate normalized working capital
- Translate findings into deal actions
Frequently Asked Questions
Is a quality-of-earnings report an audit?
No. It is a transaction-focused analysis of earnings sustainability and related financial risks, with a scope defined for the acquisition.
Does every small acquisition need a full QoE report?
Not always, but every buyer needs reliable financial diligence. The scope should match deal complexity, record quality, financing, and risk.
What happens if normalized earnings are lower than advertised?
The buyer may change price, structure, closing conditions, financing, or decide not to proceed.
This guide is educational and does not replace transaction-specific legal, tax, accounting, lending, insurance, or valuation advice from qualified professionals.