Quality of Earnings (QoE)

A formal report that rebuilds your earnings from scratch — what serious buyers commission before they close.

Definition

A Quality of Earnings report (QoE) is a forensic financial review commissioned by a buyer — or sometimes by a seller, before going to market. An accounting firm rebuilds your earnings line by line, validates every add-back, normalizes anything unusual, and produces a defensible number that both sides can negotiate from. It's not an audit. It's a deal-specific deep dive into whether your reported earnings will hold up under scrutiny. For deals above roughly $1M in EBITDA, a QoE is standard. For smaller deals, it's becoming standard.

What It Means For You?

A QoE is where the deal actually gets priced — the headline offer is based on your stated earnings, but the closing price is based on what survives the rebuild. Whether the deal is six figures or nine, the rebuild logic is the same.

Buyer's Lens

Sophisticated buyers commission a QoE before closing because the gap between reported and real is where re-trades come from.

Apply This To Your Business

Find out what a buyer would see in your business — before you talk to one.

The Exit Desk free assessment takes 2 minutes. If you'd rather see what a full report looks like first, read a sample.

Written By

Mike Ye

Exit Desk · Mikeye.com

25 years and $7.4B in acquisitions, divestitures, and portfolio exits across media, healthcare services, retail, and technology. Former Vice President of Strategic Planning & Acquisitions at Penske Media Corporation; prior leadership roles at Surgical Care Affiliates, L Brands, and Intel Capital.

Not Legal, Tax, Investment, or Valuation Advice.
Mike Ye