Sorai Sorai Decision-Grade Review

Financial DD

Financial Due Diligence with Sorai

Financial due diligence software should do more than collect schedules and spreadsheet tabs. Sorai gives buyers a structured system for QoE analysis, cash flow review, and net working capital calculations so every adjustment, comment, and conclusion stays tied to source support.

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Sorai Editorial

Reviewed by Sorai's financial diligence workflow team

Buyer-side QoE, cash flow, and net working capital review design

Built for PE and corporate development workflows Evidence-linked adjustment tracking Committee-ready outputs instead of spreadsheet rebuilds
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Quick answer

Financial due diligence is the process of testing whether a target's reported earnings, cash generation, and working capital position support the price a buyer is being asked to pay. Sorai turns that work into financial due diligence software that automates QoE analysis, net working capital calculations, and cash flow review without losing the support trail.

industry timing

203 days

SS&C Intralinks and Bayes Business School reported the average pre-announcement due diligence period reached 203 days across 2013-2022 deals, versus 124 days in the prior decade.

calculator

NWC

Model the peg, seasonality, and balance sheet outliers without version-control drift.

engine

QoE

Normalize earnings with tagged adjustments, source support, and reviewer status in one record.

Core sections

Decision-grade coverage for the full workstream.

Section 01

What is financial due diligence

Financial due diligence evaluates the earning power, cash conversion, balance sheet quality, and debt-like obligations of a target business before a transaction closes. Buyers use the work to pressure-test the valuation model, identify required purchase agreement protections, and understand where reported performance may not reflect sustainable economics.

In practice, the work usually spans quality-of-earnings adjustments, revenue and margin review, net working capital analysis, cash flow bridge analysis, debt-like items, and the exceptions that become negotiation points. The problem is not only doing the math. It is keeping the logic, evidence, and reviewer comments readable when the deal team needs a single answer.

  • Validate whether EBITDA is recurring, supportable, and properly normalized
  • Test cash generation against reported profitability and seasonality
  • Review working capital behavior before agreeing to the peg
  • Surface debt-like items and balance sheet risks that affect equity value

Section 02

Key deliverables

A solid FDD process produces more than a static memo. It should give the buyer a clean set of outputs that can be defended in diligence meetings, fed into the purchase agreement, and carried into investment committee materials without rewriting the entire workstream at the end.

  • Quality of earnings schedule with categorized adjustments and source support
  • Cash flow bridge that reconciles EBITDA to operating cash generation
  • Net working capital peg analysis with seasonality and outlier treatment
  • Debt-like and net debt observations tied to schedules and follow-up requests
  • Open issue list showing owner, reviewer, and status by finding
  • Committee-ready summary of the items that change price, structure, or timing

Section 03

How Sorai automates FDD

Sorai is built to reduce the manual re-keying that slows financial due diligence and creates review risk. Source documents, trial balances, management schedules, and analyst comments stay connected so the system can automate structured extraction while preserving the context a reviewer needs.

Instead of letting QoE schedules, working capital models, and issue trackers drift into separate files, Sorai keeps findings in one operating record. Analysts can flag an adjustment, attach support, explain why it matters, and route it for review without reconstructing the story in email or side spreadsheets.

  • Auto-tag revenue, expense, and one-time items for analyst review
  • Link every finding to supporting files, notes, and decision history
  • Track unresolved questions before they become last-minute committee issues
  • Push approved outputs into a cleaner readout for sponsors and deal leads

Section 04

QoE Engine overview

The QoE Engine focuses on the most time-sensitive part of financial diligence: separating recurring earnings from noise. Sorai organizes uploaded financials, trial balances, and management explanations so analysts can classify adjustments, record rationale, and show exactly why an add-back should or should not survive partner scrutiny.

That matters because a QoE issue is rarely just a number. It carries a source trail, an assumption set, and often a debate about whether the item is temporary, owner-specific, operationally fixable, or simply unsupported. Sorai keeps that debate attached to the adjustment itself, which is what manual schedules usually fail to preserve.

  • Adjustment taxonomy for non-recurring, non-operating, and run-rate items
  • Reviewer checkpoints for each proposed normalization
  • Evidence-linked commentary so the final EBITDA bridge reads cleanly

Section 05

NWC Calculator overview

Net working capital is where spreadsheet complexity often masks weak review discipline. Sorai's NWC Calculator organizes balance sheet accounts, monthly trends, and outlier commentary so the peg is based on a traceable operating view instead of a last-minute blended average that no one can fully explain.

Teams can compare historical periods, isolate seasonal swings, and document why certain balances should be included, excluded, or normalized. That creates a more defensible negotiation posture because the peg logic, not just the result, is visible to the full deal team.

  • Month-by-month account roll-forward and peg support
  • Commentary on unusual balances, carve-outs, and one-time working capital swings
  • Direct connection between NWC issues and closing adjustment discussions

Section 06

Cash flow review and liquidity analysis

Buyers do not only care about normalized EBITDA. They care about whether EBITDA turns into cash and whether the target's liquidity profile supports the operating plan after close. Sorai keeps cash flow review tied to the same diligence record as the QoE and balance sheet work so the team can see where earnings quality and cash conversion diverge.

That is especially important when reported profitability looks healthy but collections, reserves, capex, deferred revenue, or non-recurring working capital movements tell a different story. Sorai helps reviewers connect those signals early, document why they matter, and preserve the analysis for committee and lender discussion.

  • Bridge EBITDA to operating cash flow with issue-level commentary
  • Track liquidity risks that may change leverage, pricing, or integration planning
  • Keep cash conversion findings aligned with QoE and NWC conclusions

Section 07

Why Sorai vs manual process

Manual financial diligence still gets done, but it usually depends on analysts carrying the operating context in their heads while the artifacts stay fragmented. A spreadsheet may hold the calculation, a shared drive may hold the support, and the real logic may sit in comments or inbox threads that are hard for reviewers to reconstruct under time pressure.

Sorai improves that operating model by making the work reviewable while it is still live. The outcome is not only faster execution. It is a cleaner handoff from analyst work to manager review, partner discussion, and final investment committee materials.

  • Less manual reconciliation across schedules, issue lists, and memo drafts
  • Faster reviewer visibility into what changed and what is still unresolved
  • A more defensible record when price, peg, or debt-like items get challenged

Frequently asked questions

What does financial due diligence software actually automate?

It automates the structure around the work: extracting financial data, organizing QoE and NWC workflows, tying findings to support, and preserving reviewer status so analysts spend less time rebuilding context.

Why is QoE analysis central to financial due diligence?

Because buyers need to know whether reported earnings are sustainable. QoE analysis isolates one-time, non-operating, and unsupported items so the valuation is anchored to recurring economics rather than headline EBITDA.

How does Sorai help with NWC calculation in M&A?

Sorai keeps monthly balance sheet data, peg logic, outlier commentary, and reviewer notes in one workflow so NWC analysis stays explainable during negotiation instead of living in an isolated spreadsheet.

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