tyler-smith.com · Questions & Answers

We are preparing for a buy-side Quality of Earnings audit and want to make sure our normalized EBITDA adjustments hold up. How do we document our owner compensation, personal expenses, and one-time software integration costs so the auditor does not slash our valuation?

A buy-side Quality of Earnings audit is designed to find reasons to chip away at your enterprise value. To defend your adjustments, you must present a bulletproof, institutional-grade documentation trail. Do not wait for the auditor to ask; prepare your data room ahead of time.

For owner compensation, get a third-party compensation study that proves what it would cost to hire a non-owner replacement for your seat on the Accountability Chart. If you are paying yourself three hundred thousand dollars but a market-rate replacement costs one hundred and fifty thousand, that difference is a legitimate add-back.

For personal expenses run through the business, keep every receipt, invoice, and ledger entry separate. Clearly document non-operating expenses, such as personal vehicles, club memberships, or family members on the payroll who do not have a seat on the Accountability Chart.

One-time software integration costs, like your transition to automated workflows, require detailed proof of non-recurrence. Show the invoices from external developers and the project timeline demonstrating a clear start and end date. Prove that these were capital investments to build a scalable platform, not ongoing operational costs.

Your leadership team should review these adjustments weekly during your Level 10 Meeting to ensure the financial scorecard is completely clean. When you hand the auditors a well-organized ledger supported by third-party data and clear operational roles, you eliminate their ability to make subjective haircuts.

Category: Valuation & Deal Structure

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