Financial Due Diligence & Quality of Earnings

Know whether a target's earnings are real, recurring, and defensible before you price the deal.
Contact us
Definition

What is financial due diligence and quality of earnings?

Financial due diligence tests whether reported earnings, cash flow, and balance-sheet obligations are sustainable and relevant to a transaction. BD Emerson's quality of earnings work examines normalized EBITDA, revenue quality, working capital, net debt and debt-like items, customer concentration, forecasts, and accounting policies so buyers, sellers, and investors can make decisions based on the underlying economics. The analysis turns reported results into a decision-ready view of recurring performance and transaction implications.

Services

What does financial due diligence include?

Our financial diligence and quality of earnings work covers the areas that most affect enterprise value.

Quality of earnings
Revenue quality and sustainability
EBITDA and margin analysis
Working capital
Net debt and debt-like items
Forecast review

Quality of earnings

We bridge reported results to a normalized view of performance. The analysis considers recurring and non-recurring revenue, unusual costs, owner or related-party items, accounting policy changes, timing issues, and other adjustments that affect maintainable EBITDA.

Revenue quality and sustainability

Revenue growth is tested for customer concentration, retention, pricing, volume, mix, backlog, contract terms, seasonality, channel dependence, and other drivers. The objective is to understand which revenue is recurring, which is at risk, and which assumptions need support.

EBITDA and margin analysis

We analyze gross margins, operating expenses, SG&A, cost allocations, one-time items, synergies, and management adjustments. Adjustments are documented and evaluated rather than accepted solely because they improve the headline number.

Working capital

Working-capital analysis considers normalized levels, seasonality, collection patterns, inventory, payables, customer advances, deferred revenue, and the implications for a purchase-price mechanism. This can help buyers and sellers establish a supportable working-capital target.

Net debt and debt-like items

We assess debt, cash, leases, deferred consideration, unpaid transaction costs, pension or benefit obligations, factoring, shareholder balances, and other items that may function like debt under the transaction agreement. Definitions should be aligned to the proposed structure and purchase-price mechanics.

Forecast review

Forecasts are compared with historical performance, current trading, customer data, pipeline, capacity, pricing, headcount, and market assumptions. We identify the assumptions that matter most to valuation and test whether management has evidence to support them.

Our approach

How does BD Emerson perform financial diligence?

01

Align the scope to the decision

We begin with the transaction thesis, proposed structure, timetable, information available, and questions the board or investment committee must answer. This keeps the analysis focused on decision-useful risks.

02

Reconcile the numbers

The team connects management reporting, financial statements, general ledger data, operational KPIs, tax information, and transaction definitions. Differences in period, customer, product, or accounting treatment are investigated.

03

Challenge assumptions

We test adjustments, forecasts, synergies, add-backs, revenue drivers, and working-capital assumptions. Findings are categorized by sustainability, materiality, likelihood, and transaction impact.

04

Translate findings

The report distinguishes issues that affect valuation from issues that can be addressed after closing. Findings can inform purchase price, debt and working-capital definitions, earnouts, covenants, indemnities, integration priorities, and the overall negotiation.

contact us

Need to understand the earnings behind a transaction?

Discuss a rapid screen or full quality of earnings review with BD Emerson's financial diligence team.

Our Advantage

Why BD Emerson for quality of earnings

One integrated team

Financial findings are coordinated with tax, valuation, commercial, operational, and technology specialists, so the numbers reflect the full economics of the deal rather than an isolated spreadsheet.

Evidence, not just add-backs

Every adjustment is documented and tested. We do not treat an add-back as credible because it improves EBITDA. We separate recurring performance from one-time items and show the support behind each number.

Built to be used in the deal

Findings map to the purchase-price mechanism, net-debt definition, working-capital target, earnout, financing case, and integration budget, so the report supports negotiation instead of sitting on a shelf.

Reviews

What our customers say

Great consulting firms for scaling security, compliance, and appsec.

Outstanding partner in Technical and Cyber Due Diligence

Appsec maturity and application hardening.

BD Emerson helped us simplfiy our compliance management.

BD Emerson did such a phenomenal job. What started as privacy support quickly became a full partnership across compliance, engineering, and even business operations. They’re embedded with our team. They understand our product. They move fast. They’re simply invaluable.

Adam Ben Jacobs

CTO @ OneStep GPS

Great consulting firms for scaling security, compliance, and appsec.

Outstanding partner in Technical and Cyber Due Diligence

Appsec maturity and application hardening.

BD Emerson helped us simplfiy our compliance management.

BD Emerson did such a phenomenal job. What started as privacy support quickly became a full partnership across compliance, engineering, and even business operations. They’re embedded with our team. They understand our product. They move fast. They’re simply invaluable.

Adam Ben Jacobs

CTO @ OneStep GPS

We had a hard time finding the right company to partner with in support of our compliance journey. Some vendors sell the idea that they do the work, but then you end up doing everything. The ambiguity is what killed our last project. BD Emerson’s team has such great technical knowledge and understands the standard so well that they made us comfortable with moving fast. This has led to us closing major enterprise customers that were previously out of reach because of security and compliance.

Tom Watkins

CEO @ AMI AssetTrack

Lead an enterprise initiative to overhaul the organization's technology stack from ecommerce, corporate tech, and corporate security.

Supported ISO 42001 exercise and served as internal auditor.

Rubrik's privacy and compliance team began with the backbone of BD Emerson. BD Emerson supported building out the privacy program, GRC (ISO 27001, SOC 2, CMMC, FedRAMP), and the appsec function.

We needed a partner who could move quickly, without sacrificing precision. BD Emerson brought the expertise, structure, and speed we were looking for. Their team became an extension of ours, embedding themselves across the organization, guiding us step by step, and giving us confidence in areas we hadn’t tackled before. The internal audit they conducted was so detailed that even the external auditors called it out. Achieving ISO 27001 with zero nonconformities says everything you need to know about the quality of the partnership.

Walid Souilem

CTO @ FGI Worldwide

We had a hard time finding the right company to partner with in support of our compliance journey. Some vendors sell the idea that they do the work, but then you end up doing everything. The ambiguity is what killed our last project. BD Emerson’s team has such great technical knowledge and understands the standard so well that they made us comfortable with moving fast. This has led to us closing major enterprise customers that were previously out of reach because of security and compliance.

Tom Watkins

CEO @ AMI AssetTrack

Lead an enterprise initiative to overhaul the organization's technology stack from ecommerce, corporate tech, and corporate security.

Supported ISO 42001 exercise and served as internal auditor.

Rubrik's privacy and compliance team began with the backbone of BD Emerson. BD Emerson supported building out the privacy program, GRC (ISO 27001, SOC 2, CMMC, FedRAMP), and the appsec function.

We needed a partner who could move quickly, without sacrificing precision. BD Emerson brought the expertise, structure, and speed we were looking for. Their team became an extension of ours, embedding themselves across the organization, guiding us step by step, and giving us confidence in areas we hadn’t tackled before. The internal audit they conducted was so detailed that even the external auditors called it out. Achieving ISO 27001 with zero nonconformities says everything you need to know about the quality of the partnership.

Walid Souilem

CTO @ FGI Worldwide

BD Emerson didn’t just help us meet our compliance goals; they integrated security and privacy into the core of our operations. I highly recommend BD Emerson to anyone seeking SOC 2 or GDPR compliance, or simply looking to enhance their security team and boost customer trust in their product and services. Their dedication and expertise have been invaluable to our success.

Padraig Reilly

CEO, Boxcore

BD Emerson understood our business requirements and worked side-by-side with us. The policies and controls we developed together not only meet compliance standards but improve how we operate day to day.

Matt Meierdierks

IT Manager, Lincoln Industries

From day one, BD Emerson brought urgency, clarity, and a sharp understanding of what truly matters to our business — earning and keeping customer trust. They went beyond helping us meet compliance requirements; they helped build a foundation for secure, scalable growth. That kind of partnership is rare.

Jason Marker

CEO @ LifeLenz

BD Emerson didn’t just help us pass an audit—they helped us build a sustainable culture of security.

Alexey Indeev

CTO Spare

BD Emerson was essential in helping our company navigate the daunting process of leveling up our security infrastructure. BD Emerson’s impressive expertise and confidence throughout the process helped our team exceed HIPAA and SOC 2 Type 1 standards quickly, distilling what can be an overwhelming process into a streamlined, organized effort. From day one they began adding value and getting us on course. With their help we delivered on a massive security overhaul with both extreme efficiency and thorough attention to details. Because of BD Emerson’s support, we’ve increased our clients’ trust in Titan Intake and the life-changing work it accomplishes for those seeking specialist referrals.

Patrick Bruce

CEO, Titan Intake

BD Emerson didn’t just help us meet our compliance goals; they integrated security and privacy into the core of our operations. I highly recommend BD Emerson to anyone seeking SOC 2 or GDPR compliance, or simply looking to enhance their security team and boost customer trust in their product and services. Their dedication and expertise have been invaluable to our success.

Padraig Reilly

CEO, Boxcore

BD Emerson understood our business requirements and worked side-by-side with us. The policies and controls we developed together not only meet compliance standards but improve how we operate day to day.

Matt Meierdierks

IT Manager, Lincoln Industries

From day one, BD Emerson brought urgency, clarity, and a sharp understanding of what truly matters to our business — earning and keeping customer trust. They went beyond helping us meet compliance requirements; they helped build a foundation for secure, scalable growth. That kind of partnership is rare.

Jason Marker

CEO @ LifeLenz

BD Emerson didn’t just help us pass an audit—they helped us build a sustainable culture of security.

Alexey Indeev

CTO Spare

BD Emerson was essential in helping our company navigate the daunting process of leveling up our security infrastructure. BD Emerson’s impressive expertise and confidence throughout the process helped our team exceed HIPAA and SOC 2 Type 1 standards quickly, distilling what can be an overwhelming process into a streamlined, organized effort. From day one they began adding value and getting us on course. With their help we delivered on a massive security overhaul with both extreme efficiency and thorough attention to details. Because of BD Emerson’s support, we’ve increased our clients’ trust in Titan Intake and the life-changing work it accomplishes for those seeking specialist referrals.

Patrick Bruce

CEO, Titan Intake

Certificates

Our accreditations

At BD Emerson, we believe that our team's extensive certifications not only set us apart but also ensure that we provide the highest level of service to our clients.
FAQ

Frequently asked questions

What is a quality of earnings report?

What is normalized EBITDA?

What is a financial due diligence checklist?

How long does a quality of earnings review take?

How much does a quality of earnings report cost?

Can a QoE report be prepared for a seller?

How does QoE connect to tax diligence?

Blog

Related Articles

Insights on strategy, transactions, technology, security, and compliance from BD Emerson's practitioners