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Perform a quality of earnings analysis to make the most of M&A
As a startup founder, there will be three scenarios in which you’ll need to understand how to properly do a quality of earnings (QofE) if you want to maximize value.
The first scenario will be when you decide to raise a Series A and subsequent VC rounds, followed by when you do a strategic acquisition, and lastly, when you sell your company.
This post is a framework for how to think and organize your QofE and go through the most common items that you’ll want to keep top of mind for every M&A and private equity transaction you may be part of.
Why perform a QofE?
The goal of a QofE is to adjust the reported EBITDA to calculate a restated EBITDA that best reflects the current state of the company on an ongoing basis. It also presents a historical adjusted EBITDA that is comparable throughout the last two or three years.
QofE can have a significant impact on a company valuation for three main reasons:
- The adjusted EBITDA will be used by a buyer/investor as the basis for valuation (for companies valued based on an EBITDA multiple).
- The adjusted revenue will be used to recalculate the effective growth rate.
- The adjusted revenue and EBITDA will form the basis of forecasts.
With that in mind, every entrepreneur must understand how to properly form a view of what is the proper adjusted EBITDA and adjusted revenue of your company. It is common for founders in an M&A process to be unfamiliar with the notion of QofE and leave value on the table.
When performed by a professional transaction service advisory team, the quality of earnings is a result of a thorough review of all the documents generally available in a data room.
This breakdown aims to ensure that you won’t be that founder and that you’ll be armed to negotiate your company valuation on equal ground with your investors. If you are in the seller’s shoes, you will get the advantage of understanding how an experienced investor or buyer thinks. If you’re in the buyer’s shoes, you’ll benefit from understanding and valuing your acquisitions better.
How is a QofE professionally performed?
When performed by a professional transaction service advisory team, the quality of earnings is a result of a thorough review of all the documents generally available in a data room. These include, but are not limited to: Legal documentation, financial statements (P&L, balance sheet, cash flow), audit reports, management presentation and contracts.
When doing a QofE analysis, it’s key to consistently ask yourself: “Can or should this information translate into an adjustment of revenue or EBITDA, net working capital (NWC) or net debt?”
Why did we include NWC and net debt? That is because they often have an indirect impact on adjusted EBITDA. Think of an adjustment to the historical level of inventory. Less inventory likely means fewer storage costs. So if you adjust historical inventory, you’ll want to also impact your adjusted EBITDA.
On top of reviewing all the aforementioned documents, your QofE analysis will heavily rely on interviewing management. No matter how long you look at the financials, if you can’t have management confirm information or explain trends, you won’t be able to draw proper conclusions and understand the numbers.
Principles for efficiently building your QofE
- Automatically link everything you read and hear to potential QofE adjustments. This has to become second nature during the engagement.
- Always think about all the ways an event or item that qualifies for an adjustment impacts the financial statements overall. For instance, if the event impacted revenue, did it impact costs in some way as well?
- Make sure that the cost you are adjusting was not already offset by another accounting entry (i.e., had no impact on EBITDA).
- Make sure that the cost you adjust for was classified above EBITDA in the first place.
- Make sure that you can quantify each adjustment in the most objective and rational way. This is sometimes not possible and you may have to come up with a range.
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Focaldata thinks it has some answers for campaigners in the age of Trump and Brexit
Political parties, campaigns and brands can’t get an accurate and cost-effective understanding of opinion in small geographic areas, like the constituencies of lawmakers. This is a big problem in political campaigning. And all political campaigning now has a huge online element, as we know. We also know political turbulence is one of the defining themes of our age.
But one thing is clear: All the players want faster, cheaper, more accurate and a more granular understanding of consumers and voters. In the age of AI, survey predictions are influenced as much as so many other machine-learning technology products.
Focaldata is a U.K. startup that thinks it has some of the answers to these quandaries. Their integrated consumer analytics and survey workflow application claims to give customers a more accurate and granular picture of consumers than traditional polling using machine learning. At the same time, they say their workflow software cuts down on the cost and time that market research takes.
The idea is that they employ a new machine learning-based technique (MRP) to generate survey “results.” This new methodology can use more information (such as old survey data or public statistics) than conventional methods, which lets them get accurate predictions in small geographic areas from the same sample sizes.
Founder Justin Ibbett had done MRP manually on his laptop a few times for some existing market research firms and realized how fiddly it was. “I felt a dedicated software application would reduce the complexity whilst making the results more accessible and useful — our early incarnations just delivered a spreadsheet!” he told me.
Much of Focaldata’s business has been in politics. They have worked with the pro-Remain group Best for Britain and the anti-Racism charity Hope not Hate on combating Far Right sentiment. However, most demand is now from large brand owners, such as ABInBev, a recent client.
They now have more than 10 paying clients, including big brands like M&C Saatchi.
Competitors include YouGov, Survation, Dalia Research (a Balderton-backed company) and standard market research agencies like Kantar and Ipsos Mori.
But against traditional agencies, Ibbett says their ML-based data processing engine sets them apart, allowing them to go very granular and get more accurate over time.
The market research market is £5 billion in the U.K. alone (PwC report, 2016) and global market research is a $40 billion market.
The startup has raised a £1.1 million seed round from notable U.K. angels, including Alex Chesterman, founder of Zoopla and Martin Bolland, founder of Alchemy Partners. Previously they raised a small pre-seed round from three other angels, including Xen Lategan (backer of Magic Pony and ex-Google, former CTO of News International).
CTO and co-founder Calvin Dudek was at Google for five years as a product manager, and ran Data Science Innovation at the DWP. Chief Data Scientist Takao Noguchi is a cognitive scientist.
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PwC staves off disruption with immersive emerging tech training
The big accounting firms are under pressure from digital disruption just like every industry these days, but PwC is trying a proactive approach with a digital accelerator program designed to train employees for the next generation of jobs.
To do this, PwC is not just providing some additional training resources and calling it a day. They are allowing employees to take 18 months to two years to completely immerse themselves in learning about a new area. This involves spending half their time on training for their new skill development and half putting that new knowledge to work with clients.
PwC’s Sarah McEneaney, digital talent leader at PwC was put in charge of the program. She said that as a consulting organization, it was important to really focus on the providing a new set of skills for the entire group of employees. That would take a serious commitment, concentrating on a set of emerging technologies. They decided to focus on data and analytics, automation and robotics and AI and machine learning.
Ray Wang, who is founder and principal analyst at Constellation Research says this is part of a broader trend around preparing employees inside large organizations for future skills. “Almost every organization around the world is worried about the growing skills gap inside their organizations. Reskilling, continuous learning and hand-on training are back in vogue with the improved economy and war for talent,” he said.
PwC program takes shape
About a year ago the company began designing the program and decided to open it up to everyone in the company from the consulting staff to the support staff with goal of eventually providing a new set of skills across the entire organization of 50,000 employees. As you would expect with a large organization, that started with baby steps.
Graphic: Duncan_Andison/Getty Images
The company designed the new program as a self-nomination process, rather than having management picked candidates. They wanted self starters, and about 3500 applied. McEneaney considered this a good number, especially since PwC tends to be a risk-averse culture and this was asking employees to leave the normal growth track and take a chance with this new program. Out of the 3500 who applied, they did an initial pilot with 1000 people.
She estimates if a majority of the company’s employees eventually opt in to this retraining regimen, it could cost some serious cash, around $100 million. That’s not an insignificant sum, even for a large company like PwC, but McEneaney believes it should pay for itself fairly quickly. As she put it, customers will respect the fact that the company is modernizing and looking at more efficient ways to do the work they are doing today.
Making it happen
Daniel Croghan, a risk assurance associate at PwC decided to go on the data and analytics track. While he welcomed getting new skills from his company, he admits he was nervous going this route at first because of the typical way his industry has worked in the past. “In the accounting industry you come in and have a track and everyone follows the track. I was worried doing something unique could hinder me if I wasn’t following track,” he said.
Graphic: Feodora Chiosea/Getty Images
He says those fears were alleviated by senior management encouraging people to join this program and giving participants assurances that they would not be penalized. “The firm is dedicated to pushing this and having how we differentiate this against the industry, and we want to invest in all of our staff and push everyone through this,” Croghan said.
McEneaney says she’s a partner at the firm, but it took a change management sell to the executive team and really getting them to look at it as a long-term investment in the future of the business. “I would say a critical factor in the early success of the program has been having buy-in from our senior partner, our CEO and all of his team from the very start,” She reports directly to this team and sees their support and backing as critical to the early success of the program.
Getting real
Members of the program are given a 3-day orientation. After that they follow a self-directed course work. They are encouraged to work together with other people in the program, and this is especially important since people will bring a range of skills to the subject matter from absolute beginners to those with more advanced understanding. People can meet in an office if they are in the same area or a coffee shop or in an online meeting as they prefer.
Each member of the program participates in a Udacity nano-degree program, learning a new set of skills related to whatever technology speciality they have chosen. “We have a pretty flexible culture here…and we trust our people to work in ways that work for them and work together in ways that work for them,” McEneaney explained.
The initial program was presented as a 12-18 month digital accelerator tour of duty, Croghan said. “In those 12-18 months, we are dedicated to this program. We could choose another stint or go back to client work and bring those skills to client services that we previously provided.”
While this program is really just getting off the ground, it’s a step toward acknowledging the changing face of business and technology. Companies like PwC need to be proactive in terms of preparing their own employees for the next generation of jobs, and that’s something every organization should be considering.
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