Is a Quality of Earnings (QoE) Analysis the Same as an Audit?

/in , , /by Al Statz

Not exactly. A Quality of Earnings (commonly called a “QoE”) analysis used in mergers and acquisitions due diligence and a financial Audit serve distinct purposes. Here’s how they differ in terms of purpose, scope of work, timing and reporting:

  1. Purpose:
    • QoE: The primary purpose of a QoE analysis is to assess the sustainability and reliability of a company’s earnings and cash flows. It aims to identify potential risks and irregularities in a company’s earnings that may affect future performance. This analysis is helps acquirers understand the true financial health of a target company and helps them make informed decisions.
    • Audit: A financial Audit, on the other hand, is primarily conducted for compliance and regulatory purposes. It verifies the accuracy of a company’s financial statements and their compliance with generally accepted accounting principles (GAAP) or other applicable accounting standards. While a financial Audit report will make acquirers comfortable with the accuracy of a target company’s financial statements, its focus is not necessarily on assessing the quality or sustainability of earnings and cash flows.
  2. Scope:
    • QoE: A QoE is an “agreed upon procedures” type of analysis and typically involves a review of a company’s financial performance, including revenue recognition practices, expense management, cash flow analysis, reconciliation with bank statements (proof of cash), and potential non-recurring items. Non-recurring items that may distort earnings, include things such as restructuring charges, asset write-offs, or gains/losses from discontinued operations. A QoE may also delve into management’s projections and assumptions about future performance. A QoE may do a deep dive into customer concentration, vendor concentration, employee turnover, age of the workforce, key employees, employee compensation, age of equipment and potential Capex needs, working capital turnover, and profit margin by customer/product/service.
    • Audit: An independent financial audit primarily focuses on verifying the accuracy of historical financial statements and internal accounting procedures. It includes examining transactions, account balances, disclosures, internal controls, and other relevant financial information to ensure compliance with  Generally Accepted Auditing Standards published by the AICPA. A QoE includes some but not all of the procedures conducted in an Audit, and vice versa.
  3. Timing:
    • QoE: QoE analysis is usually conducted during the due diligence phase of an acquisition, after an LOI is signed and before the deal is finalized. This allows the acquirer to gain insights into the target company’s financial performance and identify any potential red flags or areas of concern. The terms financial due diligence and quality of earnings are used interchangeably in the M&A world and are essentially the same thing!
    • Audit: Financial audits are typically conducted annually or periodically, as required by regulatory authorities or stakeholders. They provide a retrospective view of a company’s financial performance for a specific period.
  4. Reporting:
    • QoE: The findings of a QoE analysis are typically presented in a detailed report to the acquirer, highlighting key areas of concern, potential risks, and recommendations for mitigating those risks. The finished product is often an Excel workbook with 30-50 tabs and is sometimes summarized in a PowerPoint presentation deck if requested by the client.
    • Audit: The results of a financial audit are communicated through an auditor’s report, which includes the audited financial statements and a written opinion on the fairness and accuracy of the financial statements. The report may include recommendations for improving internal controls or accounting practices but is primarily focused on providing assurance to stakeholders regarding the reliability of the financial statements.

Buyers almost always obtain an independent QoE analysis as part of their financial due diligence. As sell-side M&A advisors, we help our seller clients decide whether a pre-sale Quality of Earnings analysis would be advantageous.

QoE analyses are conducted by independent CPA firms with dedicated QoE departments. When a sell-side QoE is appropriate, we help our clients select a provider with relevant transaction experience and the capacity to work quickly at a price you can afford.

In summary, while both a quality of earnings analysis and a financial audit involve scrutinizing a company’s financial performance, their objectives, scope, timing, and reporting differ significantly, particularly in the context of acquisitions. A QoE analysis is more forward-looking and strategic, aiming to assess the sustainability of earnings and identify potential risks, whereas a financial audit is retrospective and focused on ensuring compliance and accuracy in financial reporting.

If you have questions about the use of quality of earnings analyses in mergers and acquisitions or want information on Exit Strategies Group’s M&A advisory services, please contact Al Statz at 707-781-8580 or alstatz@exitstrategiesgroup.com.