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Buyer-side Quality of Earnings

Know what the business really earns. Then know what could change the deal.

Marston tests normalized EBITDA, revenue quality, cash conversion, working capital, and transaction-specific adjustments against source evidence.

The work is built for buyers deciding whether to proceed, reprice, restructure, investigate further, or stop.

01 / Earnings Start with the number

Then test what sits behind it.

01

Reconcile reported performance.

Start with the books, source records, cash activity, and accounting logic behind reported results.

02

Test the adjustments.

Separate recurring economics from supported normalization, owner items, one-time costs, and unsupported add-backs.

03

Trace revenue into cash.

Test customer quality, timing, margins, collections, and other drivers that explain whether earnings convert.

04

Establish working capital.

Define the operating working capital the buyer needs, including seasonality, aging, and close mechanics.

05

State what remains unresolved.

Open items stay visible, with the evidence that would change the conclusion.

02 / Transaction Then ask what the transaction changes

A clean earnings answer can still leave the wrong transaction answer.

A transaction can alter costs, liquidity, contracts, revenue conversion, or external approvals.

Marston follows those issues when they can change the buyer's decision.

01 Standalone economics
Which costs appear when parent support, owner labor, or shared services disappear?
02 Opening liquidity
What cash must the buyer fund before the business reaches normal conversion?
03 Revenue conversion
What must happen before backlog, orders, or awards become revenue and cash?
04 External constraints
Does financing, insurance, surety, or another approval become transaction-critical?
03 / Process Now ask for the evidence that matters

The next request should exist because it can change the decision.

01

Define the transaction question.

Start with the decision the buyer needs to make, rather than a generic diligence checklist.

02

Request the decisive populations.

Prioritize records that can resolve earnings, cash, working capital, or another binding question.

03

Trace findings to transaction consequences.

Show where the evidence changes price, structure, further diligence, or the decision to stop.

04

Escalate only when required.

External specialists enter when a finding reaches their authority, scope, or professional judgment.

04 / Deliverables What leaves the engagement

The output should make the next decision easier.

01

Decision summary.

What changed, why it matters, and what it means for the transaction.

02

Normalized earnings bridge.

A source-supported bridge from reported performance to the earnings the buyer can defend.

03

Supporting schedules.

Revenue, cash, working capital, and other analysis tied to the questions that matter.

04

Open-item register.

Unresolved questions, missing evidence, and the specific items that could change the conclusion.

View an illustrative diligence case

Have a live deal?

Send the target, stage, timing, and the financial question that still feels unresolved.

Submitted information is used to respond to this inquiry. Privacy. Prefer email? connor@marstonrow.com.

05 / Boundaries Stop where financial diligence ends

The final boundary is part of the method.

Marston Row Group does not provide audit, review, compilation, or attest services.

Marston Row Group does not provide legal or tax advice.

Financing and insurance activity stays with properly authorized parties.

Engagement terms control reliance, distribution, confidentiality, and permitted use.