Pivot Point Advisory / Practical thinking

Quality of earnings

Quality of earnings is about how well a business's reported results represent sustainable operating performance. In a transaction, a quality of earnings review examines the evidence behind revenue, margins, adjustments and cash conversion so the buyer and seller can understand what the headline profit depends on.

Prepare the earnings evidence for your transaction
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What a quality of earnings review examines

A reported profit can include unusual income, temporary savings or estimates that affect its usefulness for a buyer. A review investigates the nature and durability of earnings, how they have changed and the records supporting them. The scope should fit the business and the decision.

Typical areas include revenue recognition, customer and product performance, gross margins, operating costs, owner and related-party arrangements, non-recurring items and the link between profit and cash. The review may also examine working capital and debt-like items as part of broader financial due diligence.

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Quality of earnings vs a financial audit

An audit provides an opinion on financial statements against the applicable reporting framework and its scope. A quality of earnings engagement is directed at transaction or commercial questions about performance. It does not automatically provide an audit opinion or assurance over all the information examined.

An audited set of accounts can be a useful starting point, but it may not answer whether a customer will renew, whether an owner needs replacing or whether a recent margin improvement will last. Equally, a transaction report does not replace an audit where one is required. Agree the purpose, scope, access and limitations at the outset.

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What a quality of earnings report can contain

SectionQuestion it should answer
Scope and informationWhat periods, entities, records and limitations were considered?
Trading analysisWhat explains revenue and margin movements?
Earnings bridgeHow do reported and adjusted earnings reconcile?
Customer and revenue qualityHow concentrated, recurring or contract-dependent are sales?
Cash and working capitalHow much reported performance converts into cash?
Findings and open mattersWhat needs explanation, further work or a commercial decision?

This is an illustrative contents structure, not a claim that every engagement includes every item. A useful report shows evidence and implications rather than only producing an adjusted number.

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A worked quality of earnings analysis

Consider a hypothetical business reporting EBITDA of $400,000. It includes $70,000 of revenue recognised for a project whose remaining delivery costs and acceptance terms need investigation. It also benefited from a vacant management role for six months. The first question is not which multiple to apply. It is what performance the figure actually represents.

Review the contract, delivery progress, accounting treatment and remaining costs. Establish the continuing management requirement and its cost. The eventual adjustments depend on those facts. The example deliberately does not assume that all $70,000 must be removed or that one vacancy saving can continue indefinitely.

A transparent EBITDA adjustment schedule records the calculation and supporting evidence. A customer concentration review adds context about reliance and renewal.

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Do not reduce earnings quality to one ratio

Operating cash flow compared with net income can be a useful indicator, but timing, growth, tax and working-capital movements affect it. A low ratio in one period does not prove poor-quality earnings, and a high ratio does not settle every question. Examine the causes and compare consistent periods.

Use cash flow statement analysis to understand the movements. In a transaction, distinguish the earnings discussion from the separate working capital adjustment and make sure the same issue is not counted twice in the price.

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Prepare for the review

  • Reconcile management results to statutory accounts and explain differences.
  • Prepare monthly revenue, margin and expense information for the agreed period.
  • Provide customer, contract and receivables schedules with consistent groupings.
  • Document proposed adjustments with records and continuing-cost assumptions.
  • Identify related-party arrangements and owner responsibilities.
  • Keep a question log with owners, responses and unresolved matters.

Engagement cost and timing depend on scope, complexity and information quality. Ask for a defined scope and fee proposal rather than relying on a generic overseas price. Our vendor due diligence guide and business sale guide help place this work in the wider transaction.

Common questions

Is a quality of earnings report a valuation?

No. It examines performance and supporting evidence. A valuation uses appropriate methods and assumptions to form a view of value for a defined purpose.

Does adjusted EBITDA prove earnings are sustainable?

No. The adjustments need evidence, and sustainability also depends on customers, operations, people and future conditions. The bridge is one part of the assessment.

Should a seller prepare before a buyer asks?

Preparing reconciled records and explaining unusual items can make transaction discussions more useful. The right level of work depends on the planned sale and the information already available.

Your next move

Prepare the earnings evidence for your transaction

Tell us where you are in the sale or purchase process and what financial information is available. We can help clarify the due-diligence questions and the preparation needed for a useful review.

Prepare the earnings evidence for your transaction