Quality of Earnings (QoE) Report

Definition

A detailed financial analysis, typically prepared by an accounting firm on behalf of a buyer or lender, or for the seller before a sale (a sell-side QoE), that assesses the sustainability, accuracy, and adjustability of a target company's reported earnings. A QoE report examines revenue recognition policies, non-recurring items, related-party transactions, working capital normalisation, pro forma adjustments, and the bridge from reported EBITDA to normalised EBITDA. It is a standard component of financial due diligence in M&A transactions.

Complementary Terms

Concepts that frequently appear alongside Quality of Earnings (QoE) Report in practice.

Normalised Earnings

Earnings adjusted to remove non-recurring, unusual, or non-operating items to present a sustainable level of profitability. Normalisation adjustments commonly include removing one-off restructuring charges, litigation settlements, above- or below-market executive compensation, and related-party transactions.

Data Quality Score

A quantitative measure of data fitness for its intended use, typically assessed across dimensions including accuracy, completeness, consistency, timeliness, uniqueness, and validity. Data quality scores enable organisations to monitor and improve the reliability of their data assets, prioritise remediation efforts, and establish trust in analytical outputs.

Normalised Cash Flow

Cash flow adjusted to remove non-recurring, extraordinary, or owner-specific items to reflect the sustainable earnings capacity of a business under normal operating conditions. Normalisation adjustments commonly include removing one-time restructuring charges, above-market owner compensation, related-party transactions, and non-operating income.

Net Working Capital Adjustment

A mechanism in M&A transactions that adjusts the purchase price based on the difference between actual working capital at closing and a pre-agreed target level. Net working capital adjustments ensure the buyer receives the agreed level of operating liquidity and are a standard feature of enterprise value to equity value bridge calculations.

Acquiring Bank

A financial institution licensed by card networks (Visa, Mastercard) to process payment card transactions on behalf of merchants, also known as a merchant acquirer. The acquiring bank maintains the merchant's account, underwrites the merchant's credit risk, settles funds from card transactions, and ensures compliance with card network rules and PCI DSS security standards.

Adjusted EBITDA

A modified version of EBITDA that strips out non-recurring, irregular, or non-cash items to present a clearer picture of ongoing operational performance. Adjusted EBITDA is commonly used in growth-stage company valuations where standard EBITDA may be distorted by one-off charges or share-based compensation.

Cash-Free Debt-Free Basis

A common M&A pricing convention in which the enterprise value is expressed before accounting for the target's cash balances and debt obligations, which are then adjusted at completion to calculate the equity value payable to the seller. Under this convention, equity value equals enterprise value plus cash and cash equivalents less financial debt (including debt-like items such as pension deficits, deferred consideration, and unpaid tax).

Fairness Opinion Letter

A formal written assessment, typically prepared by an independent investment bank or valuation firm, evaluating whether the financial terms of a proposed transaction are fair to a company's shareholders from a financial point of view. Fairness opinions are standard practice in M&A transactions and are relied upon by boards of directors to discharge their fiduciary duties.

Further Reading

Quality of Earnings: What a QoE Report Tests Before a Sale

What a quality of earnings report covers, sell-side vs buy-side QoE, how it differs from an audit and VDD, and how findings move the price.

Read more →

How to Value a Patent: 4 Methods + IP-Lending Context

Most patent valuation questions collapse into one of four canonical methods — cost, market, income/DCF, and relief from royalty — and the choice between them is governed by purpose. This guide sets out which method fits which question, the inputs each requires, the defensibility each produces, and how UK IP-backed lenders read the resulting number.

Read more →

Related FAQ

How long does it take to sell a business?

A well-run sale process usually takes six to twelve months from going to market to completion, but the preparation that determines your price should begin twelve to twenty-four months earlier.

Read full answer →

How does the Asset Valuator in Opagio Intangibles work?

The Asset Valuator in Opagio Intangibles values one asset at a time. You choose a method, such as Relief from Royalty, MPEEM or the Cost Approach, enter its inputs, and it calculates a fair value estimate.

Read full answer →

Put this knowledge to work

Use Opagio's free tools to measure and grow the intangible assets that drive your business value.