The question is not whether the financial statements are correct. It is whether the earnings they report will still be there once the current owner is not.
Start a private conversation with the Acquisition Concierge, already scoped to quality of earnings. Pick a starting point, or describe your situation directly.
A quality-of-earnings review exists because reported profit and transferable cash flow are different things, and the gap is widest in exactly the companies most often bought by private buyers. An owner-operated business genuinely blurs personal and corporate expense; a seller preparing for sale genuinely has an incentive to present the most flattering defensible picture; and a business that has never been examined by an outside party genuinely accumulates practices nobody has questioned. A QoE review works through revenue recognition, the composition and legitimacy of proposed add-backs, working-capital behavior across the period, and the costs the business will incur under new ownership that it does not incur today. It is not an audit and offers no opinion on the statements, and in the lower middle market it changes the price more often than any other workstream.
Each of these can move normalized EBITDA materially, and since the price is a multiple of that figure, each moves the price by a multiple of itself.
Which proposed adjustments are genuinely non-recurring or genuinely personal, and which are ordinary costs of doing business relabelled.
Whether revenue is recorded in the period it was earned, and whether timing has been managed to flatter the period being sold.
Whether receivables, payables and inventory have been managed unusually in the run-up, and what a normal level actually is.
What it would genuinely cost to employ someone to do what the owner does, as opposed to what the owner pays themselves.
Expenses the business will carry under your ownership, rent at market, insurance, audit, systems, that it does not carry today.
Whether the trend is genuine growth or a single good year, a large one-off contract, or a customer that has since left.
How a QoE engagement is run and read.
A finding here is multiplied. An overstatement in EBITDA becomes an overpayment of several times that amount.
It expresses no opinion on the financial statements and provides no assurance. It is a buyer's analysis of whether earnings are sustainable and transferable, a different question, asked for a different purpose, and not a substitute for your own accountants.
The defensible ones share a characteristic: the cost genuinely disappears or genuinely changes under new ownership. Above-market owner compensation, personal expenses run through the business, a one-time legal settlement, or the cost of a discontinued product line are all arguable. What deserves scrutiny is anything recurring dressed as exceptional, "non-recurring" items that appear in three consecutive years, deferred maintenance presented as a saving, or an owner's salary adjusted to zero when the business plainly needs someone doing that job. The test is not the label but whether you will incur the cost.
For a buyer, commission your own. A sell-side quality-of-earnings report is genuinely useful, it means the seller has been examined and speeds the process considerably, but it was scoped, paid for and read first by the other side, and you should not rely on it as your only analysis. Where budget is tight, a reasonable middle path is a narrower buy-side review that concentrates on the areas the sell-side report treated lightly, rather than duplicating it in full.
Most purchase agreements assume the business is delivered with a normal level of working capital, and set a target, the peg, against which the actual position at closing is settled, with the price adjusted for any difference. It matters because it is real money and because "normal" is genuinely contestable in a seasonal or lumpy business. The quality-of-earnings review is where the evidence for a defensible peg comes from, which is one reason to have it done before the letter of intent fixes the mechanism rather than after.
You have four responses and they are not equivalent: reduce the price, restructure so the risk sits with the seller through escrow, indemnity or an earnout, require the issue resolved before closing, or walk away. The choice depends on whether the finding is quantifiable, whether it is contained, and whether it tells you something about the seller as well as the business. A discrepancy the seller knew about and did not disclose is a different category of finding from one nobody had examined, and is worth weighing as information about everything else you have been told.
Describe the business and what you have been given. The Concierge will help you scope it and identify who should do it.