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Mergers and acquisitionsQuality of earnings in Toronto

Quality of earnings in Toronto

Buy-side and sell-side quality of earnings reviews for transactions in Toronto and the Greater Toronto Area: whether EBITDA is real, recurring and worth the price on the table. Every adjustment is shown in a bridge from reported to normalized earnings, ready for the negotiation.

What the review answers

Six questions behind the price

Owner-run companies rarely keep their books with a sale in mind. The review rebuilds earnings to show the business as a buyer would own it.

Is the EBITDA real?

Earnings rebuilt from the ledger, with owner compensation, related-party charges, one-time items and discretionary spending adjusted.

Will it recur?

Revenue and gross margin by customer, product line and channel, to show whether results are broad-based or concentrated.

Does it turn into cash?

Earnings reconciled to cash flow, to catch revenue booked before it is collected and costs carried on the balance sheet.

How much working capital does the business need?

Receivables, payables and inventory over time, to set a defensible working capital target at closing.

What is not obvious at first read?

Liabilities and commitments that do not stand out in the financial statements but will matter to a buyer.

What does it mean for the price?

A normalization bridge and direct input into price, structure and representations, so the findings are used at the table.

How we help

Quality of earnings services in Toronto

Quality of earnings reviews for buyers, sellers, private equity firms, search funds and lenders in Toronto and the Greater Toronto Area. We apply the rigour a buyer’s lender or investment committee will, scoped to the risks of your transaction rather than a standard checklist.

Buy-side quality of earnings

We test the earnings and cash flow behind an offer before it is final: normalized EBITDA, customer and margin concentration, and what a first read of the financials would miss.

Financial due diligence in Toronto

Sell-side quality of earnings

We run the review a buyer will, before you go to market, so the number you present is one you can defend and diligence moves faster once it starts.

M&A in Toronto

Normalization and earnings adjustments

EBITDA rebuilt from the ground up: owner compensation, related-party charges, one-time items and discretionary spending, so the earnings reflect the business as a going concern.

What EBITDA measures

Working capital and balance sheet analysis

Historical working capital, receivables, payables and inventory trends, a defensible closing target, and liabilities that are not obvious on the surface.

Working capital adjustments

Revenue and margin quality review

Sales and gross margin by customer, product line and channel, to test whether performance is broad-based or concentrated in ways that may not survive a change of ownership.

Deal and negotiation support

Findings built for the negotiating table: a clear normalization bridge and direct input into price, structure and representations, not just a diligence binder.

Business valuation in Toronto

Quality of earnings in Toronto

What a Toronto review adjusts for

Toronto’s buyers are experienced. Private equity firms, search funds, strategic acquirers and their lenders apply the same rigour whether a target earns $5 million or $50 million of EBITDA, and they will rebuild the earnings themselves if the seller has not.

We scope each review to how the business operates and write the report for the people who will rely on it, from the investment committee to the lender sizing the acquisition loan.

Read our quality of earnings checklist for M&A.

Owner and family compensation

Owner-led companies often pay the founder and family members amounts that differ from the market cost of the roles. We restate compensation at what a buyer would actually pay for the team.

Rent and real estate

Many GTA owners hold the property through a related company and set the rent to suit their planning. If the building is not part of the deal, earnings need to reflect a market rent, which can move EBITDA significantly.

Revenue earned in U.S. dollars

Ontario companies selling into the U.S. report results that move with the exchange rate. We separate currency effects from underlying performance, so the trend a buyer pays for is the real one.

Pro forma and run-rate adjustments

Sellers often present add-backs for new contracts, price increases or cost savings. We test which are supported by evidence and which are projections, so the earnings in the bridge can be defended.

Our view

The bridge matters more than the binder

A quality of earnings report is only useful if its findings reach the negotiation. A long diligence binder rarely changes a price. A clear bridge from reported to normalized EBITDA, with each adjustment explained and supported, does.

We build that bridge from the general ledger up, test it against cash, and write it so the buyer, the seller, the lender and their advisers can each follow how the number was reached.

Watch: The Right Deal, Done the Right Way

How a review works

Five steps from scope to final report

The timetable depends on the size of the business and the quality of its records, and is agreed around your deal deadlines. You receive a written proposal with the scope, timing and fee before any work begins.

On the sell side, we run the same review a buyer will, before you go to market, so diligence moves faster once it starts.

Presenting to a client team in a boardroom
  1. ScopeWe agree the transaction, the period under review and the questions that matter most.
  2. InformationWe work from the general ledger, monthly statements, payroll and customer data, and ask management what changed and why.
  3. Rebuild earningsWe normalize EBITDA one adjustment at a time and reconcile it to cash.
  4. Test revenue and working capitalWe analyze customers, margins and working capital, and share material findings as they emerge.
  5. ReportYou receive the normalization bridge and a written report, with a walkthrough for you, your lender and your advisers.

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Selected clients

Companies we have worked with

View selected work

170+Engagements since 2016
$300m+Transactions and financings advised
2016Founded in Vancouver
Battery X Metals logoBuildDirect logoCedar Coast Capital logoDraganfly logoHelios Wire logoIan Scott International logoKegshare logoKeirton logoQwick Media logoReship logoSubway logoUltimate Tools logo

Frequently asked questions

Quality of earnings questions we hear most often

An analysis of whether a company’s reported earnings, usually EBITDA, reflect its real and recurring performance. It adjusts for one-time items, owner expenses and accounting choices, and supports the price and financing of a transaction.

No. An audit gives an opinion on the financial statements as a whole. A quality of earnings review focuses on the earnings a buyer is paying for and how sustainable they are.

Either. Buyers commission one to test a target before final terms. Sellers commission one before going to market, so the earnings they present have already been tested.

It depends on the size of the business and the quality of its records. The proposal sets out a timetable agreed around your deal deadlines.

The general ledger, monthly financial statements, tax returns, payroll records, and revenue by customer and product for the period under review.

A quality of earnings review is the core of financial due diligence. Full diligence also covers debt, tax exposure and the forecast. See our financial due diligence service.

Lenders financing an acquisition often ask for a quality of earnings review before they commit, because the loan is sized on earnings. We write the report so a lender can follow every adjustment.

Yes. Our office is in Vancouver, and we review earnings for buyers, sellers and lenders on transactions in Toronto, across the GTA and elsewhere in Ontario, working through a shared data room and scheduled calls.

Have a question that isn’t covered here? Ask us directly.

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Talk to us about a review

Tell us about the transaction and your timing. We will come back with the questions that matter for your situation.

What happens next

1We reply within 24 hours.
2A short call about the transaction, the period under review and your deadline.
3A written proposal with scope, timing and fee, before any work begins.

Office

Alphabridge Group Inc.555 Burrard StreetVancouver, BC V7X 1M8

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