Quality of earnings
Non-recurring EBITDA add-backs: test the cost that returns
An unusual invoice is not necessarily a non-recurring economic cost. Test whether the service, role or activity will need replacing after closing.
Solenor editorial · 7 October 2026
01
An unusual cost is not necessarily non-recurring
I would start by distinguishing frequency and nature. An expense can appear only once in the general ledger even though it corresponds to a normal business need. An annual consulting invoice, a commercial campaign or deferred maintenance do not become exceptional because they are concentrated in one month. Conversely, a cost directly linked to a transaction may be a relevant candidate, subject to its composition and connection.
The useful question is: what historical performance are we trying to represent after restatement? Consideration must be given to the economic obligation, prior periods and the possibility of replacement cost. A “restructuring” heading can include compensation, advisory fees and costs necessary for day-to-day operations. I would separate these components rather than qualifying the entire writing as a whole.
02
The expected proof goes beyond the invoice
The invoice establishes a service and an amount, but not alone the non-recurrence. I would ask for mission letter, details of services, paperwork and comparable history. A management response explains the context; the documents must be able to corroborate the qualification. Credit notes, accounting value adjustments or provisions for charges and payments should not be added together as independent costs when they represent the same obligation.
The temporal connection deserves a separate check. An expense recorded during the year may relate to another period. If the cost replaces a function that will remain necessary after acquisition, neutralizing the expense without considering the replacement can overestimate performance. This analysis must remain separate from the buyer’s own synergies.
- Precise nature and beneficiary of the service.
- Economic period and accounting period.
- Similar cost history.
- credit notes, accounting value adjustments or provisions for charges and net amount.
- Replacement cost or recurring need.
03
Rank the candidates for a symmetrical discussion
I would distinguish transaction-related costs, one-off incidents, accounting corrections and recurring change programs. A company that restructures regularly cannot rule out all of its restructurings without review. Repetition may signal a normal cost of its model. Exceptional products should receive the same level of challenge as fillers.
I would keep three states: proposed candidate, supported candidate and treatment decided for the presentation. Reasonable disagreement may exist between parties. The report should make the disputed amount identifiable and explain the arguments, rather than turning a negotiation into a factual conclusion. The performance definitions used must be constant between periods.
| Candidate | Main test | Risk |
|---|---|---|
| Transaction fees | Breakdown of benefits | Current advice included. |
| Operational incident | Nature and repetition | Normal cost presented as rare. |
| Restructuring | History and replacement | Recurring programs removed. |
| Exceptional product | Nature and net amount | One-way normalization. |
04
An invoice of 250 k€ only justifies a candidate of 160 k€
A consulting bill totals 250 k€. The detail indicates 160 k€ of work directly linked to the transaction and 90 k€ of recurring services. Under these assumptions, the normalization candidate is 160 k€, not 250 k€. I would verify that the entire cost is included in the EBITDA for the period and that no credit note changes the amount.
It remains to examine the 90 k€: are they comparable to the history, correctly linked and necessary for operation? Their recurring nature is enough to reject their neutralization in this example, but does not automatically validate the entire accounting. A vague allocation based on a management estimate may require additional detail or a reservation.
Finally, if the invoice remains due at closing, the treatment of the obligation must be discussed in the price bridge. Adjusting EBITDA and treating a liability at closing answers two different questions. The risk of double counting must be analyzed with agreed definitions, not resolved by a general rule that would exclude any interaction.
The invoice amount and the adjustment amount answer two different questions.
A €250k adviser invoice includes €160k of transaction work and €90k of recurring compliance support. Only the supported €160k is a candidate add-back; future compliance cost cannot disappear by changing supplier.
| Seller proposal | €250k |
|---|---|
| Recurring service retained | −€90k |
| Candidate normalization | €160k |
The candidate is €160k, subject to source and recurrence review, not €250k because the invoice says advisory.
05
Organize the professional examination and feedback of candidates
I would prepare a register with source, calculation, period, management argument and reviewer's decision. Rejected lines can still be useful to show the completeness of the challenge. Requests for proof must be targeted: what breakdown is missing, what year should be compared, what contract explains the service? A specific question speeds up the professional review more than a general request for justification.
The restitution must present the amounts withheld and contested without suggesting that they constitute a certain value. A scenario can show the effect of a different qualification. The conclusions must remain consistent with the rest of the QoE, autonomous costs and pricing mechanisms. The same explanation should not produce incompatible hypotheses between these works.
- Identify the candidate in the data.
- Obtain nature, period and breakdown.
- Calculate the net effect in the result.
- Challenge recurrence and replacement.
- Check the cross-effects and report the decision.
06
What a tool should make simpler
A tool can suggest candidates, find documents and maintain versions. I would test a mixed invoice, an exceptional product and a late credit note. If the system considers each “exceptional” wording as accepted, it automates a bias. Quality measurement should include missed candidates and significant qualification errors.
Solenor can be evaluated on the continuity between extraction, proof and professional examination. The objective is to make the file easier to challenge and transmit. Non-recurrence remains a contextualized professional conclusion, and not a detectable property in a keyword.