Is a Quality of Earnings (QoE) Analysis the Same as an Audit?

Not exactly. A Quality of Earnings (commonly called a “QoE”) analysis used in mergers and acquisitions due diligence and a financial Audit serve distinct purposes. Here’s how they differ in terms of purpose, scope of work, timing and reporting:

  1. Purpose:
    • QoE: The primary purpose of a QoE analysis is to assess the sustainability and reliability of a company’s earnings and cash flows. It aims to identify potential risks and irregularities in a company’s earnings that may affect future performance. This analysis is helps acquirers understand the true financial health of a target company and helps them make informed decisions.
    • Audit: A financial Audit, on the other hand, is primarily conducted for compliance and regulatory purposes. It verifies the accuracy of a company’s financial statements and their compliance with generally accepted accounting principles (GAAP) or other applicable accounting standards. While a financial Audit report will make acquirers comfortable with the accuracy of a target company’s financial statements, its focus is not necessarily on assessing the quality or sustainability of earnings and cash flows.
  2. Scope:
    • QoE: A QoE is an “agreed upon procedures” type of analysis and typically involves a review of a company’s financial performance, including revenue recognition practices, expense management, cash flow analysis, reconciliation with bank statements (proof of cash), and potential non-recurring items. Non-recurring items that may distort earnings, include things such as restructuring charges, asset write-offs, or gains/losses from discontinued operations. A QoE may also delve into management’s projections and assumptions about future performance. A QoE may do a deep dive into customer concentration, vendor concentration, employee turnover, age of the workforce, key employees, employee compensation, age of equipment and potential Capex needs, working capital turnover, and profit margin by customer/product/service.
    • Audit: An independent financial audit primarily focuses on verifying the accuracy of historical financial statements and internal accounting procedures. It includes examining transactions, account balances, disclosures, internal controls, and other relevant financial information to ensure compliance with  Generally Accepted Auditing Standards published by the AICPA. A QoE includes some but not all of the procedures conducted in an Audit, and vice versa.
  3. Timing:
    • QoE: QoE analysis is usually conducted during the due diligence phase of an acquisition, after an LOI is signed and before the deal is finalized. This allows the acquirer to gain insights into the target company’s financial performance and identify any potential red flags or areas of concern. The terms financial due diligence and quality of earnings are used interchangeably in the M&A world and are essentially the same thing!
    • Audit: Financial audits are typically conducted annually or periodically, as required by regulatory authorities or stakeholders. They provide a retrospective view of a company’s financial performance for a specific period.
  4. Reporting:
    • QoE: The findings of a QoE analysis are typically presented in a detailed report to the acquirer, highlighting key areas of concern, potential risks, and recommendations for mitigating those risks. The finished product is often an Excel workbook with 30-50 tabs and is sometimes summarized in a PowerPoint presentation deck if requested by the client.
    • Audit: The results of a financial audit are communicated through an auditor’s report, which includes the audited financial statements and a written opinion on the fairness and accuracy of the financial statements. The report may include recommendations for improving internal controls or accounting practices but is primarily focused on providing assurance to stakeholders regarding the reliability of the financial statements.

Buyers almost always obtain an independent QoE analysis as part of their financial due diligence. As sell-side M&A advisors, we help our seller clients decide whether a pre-sale Quality of Earnings analysis would be advantageous.

QoE analyses are conducted by independent CPA firms with dedicated QoE departments. When a sell-side QoE is appropriate, we help our clients select a provider with relevant transaction experience and the capacity to work quickly at a price you can afford.

In summary, while both a quality of earnings analysis and a financial audit involve scrutinizing a company’s financial performance, their objectives, scope, timing, and reporting differ significantly, particularly in the context of acquisitions. A QoE analysis is more forward-looking and strategic, aiming to assess the sustainability of earnings and identify potential risks, whereas a financial audit is retrospective and focused on ensuring compliance and accuracy in financial reporting.

If you have questions about the use of quality of earnings analyses in mergers and acquisitions or want information on Exit Strategies Group’s M&A advisory services, please contact Al Statz at 707-781-8580 or

What’s behind the door for M&A in 2024?

We’re coming off a recalibration year for M&A. While 2021 and 2022 saw record activity, the first half of 2023 was marked by significant declines. Inflation, interest rates, increased capital costs, and geopolitical uncertainty all made buyers wary, and the global market held back on deal making.


Now we’re anticipating an uptick in 2024. This resurgence will be fueled by the continued presence of cash in the marketplace, corporate growth demands, and Baby Boomer retirements. Let’s unpack the key drivers and potential roadblocks ahead:


Record dry powder: Slow activity in the middle market means there’s been a buildup of cash in private equity. Dry powder soared to an unprecedented $2.59 trillion in 2023, an 8% increase over a year ago.  Investors continue to favor private equity funds, resulting in this substantial pool of uninvested capital. Private equity is under pressure to deploy this cash, which should translate to heightened dealmaking.


Lower middle market add-ons: The lower middle market (LMM) stayed relatively active in 2023, largely driven by the ease of financing add-on transactions. Compared to larger deals that require hundreds of millions in financing, these smaller investments carry lower price tags, carry smaller amounts of debt, and have the potential to scale faster. These businesses are attractive to buyers seeking to grow their operations.


Talent crunch: Organic growth remains challenging due to the difficulty in attracting and retaining skilled workers. This talent squeeze acts as an incentive for companies to consider M&A as a growth strategy. That said, buyers are wary of businesses with looming retirements or retention problems. Business owners considering an exit in the next couple of years should work to resolve any pending talent gaps.


Onshoring resurgence: The COVID-19 pandemic exposed vulnerabilities in global supply chains, prompting many companies to re-evaluate their production strategies. Onshoring, bringing manufacturing back to the US, has gained traction as a way to mitigate risks, improve responsiveness, and potentially reduce costs.


We expect to see solid interest in manufacturing, particularly in the Midwest, which is known for its skilled workforce. Again, talent issues will play a role. Manufacturers that want to sell in the coming years need to double down on workforce development and recruitment programs that bring younger generations in the door.


Overdue exits: An estimated 10,000 to 11,000 Baby Boomers retire every day, and many of them own businesses. Research suggests that people age 55-plus make up 21% of the population, but own a disproportionate 51% of businesses in the U.S. With more businesses entering the market, and not enough younger generations to take them over, we can expect greater industry consolidation. Private equity firms, family offices, and corporate buyers will likely scoop up many of these companies as they become available for sale. We can expect rollups in fragmented sectors, allowing bigger players to realize new economies of scale.


ESG interest: We’re seeing increased interest in companies with sustainable operations. Many private equity firms are looking for companies to meet their environmental, social, governance (ESG) mandates, driven by both ethical and financial considerations. Companies with B-Corp certification, Fair Trade Certification, Forest Stewardship Council alignment and other unique sustainability stories will garner attention from the ever-growing pool of buyers with ESG goals.


Flight to quality: High interest rates, the upcoming presidential election, and geopolitical uncertainties may present headwinds for the M&A market. When there’s uncertainty in the marketplace, buyers become more selective, prioritizing companies with strong fundamentals, proven track records, and clear growth prospects. These “A” players are still getting strong multiples—and advantageous deal structures—because buyers are willing to pay for quality.


Industry outlook: The M&A landscape in 2024 is poised for a resurgence. While some uncertainties remain around interest rates, politics, and broader economic conditions, the fundamental drivers seem strong. Record dry powder in private equity, the need for strategic growth through acquisitions, and a flood of Baby Boomer retirements all point to strong deal flow over the next couple years.


Quality companies with strong financials, management teams, and growth stories will remain in high demand. Both buyers and sellers should prepare now to take advantage of the open M&A window in the year ahead.

For advice on exit planning or selling a business, contact Al Statz, founder and CEO of Exit Strategies Group, Inc., at alstatz@exitstrategiesgroup.comExit Strategies Group is a partner in the Cornerstone International Alliance.

What is an equity rollover when selling your business?

In M&A, an equity rollover, or recapitalization (recap), occurs when a business owner sells their company but chooses to reinvest, or “roll over,” a portion of their proceeds into the newly acquired business. An equity rollover allows a shareholder to maintain an interest in the business and benefit from future growth and value creation.

How an Equity Rollover Works

When a business owner is selling, a potential buyer may propose a deal structure that includes cash, debt, and equity. Typically the seller’s M&A advisor will signal in advance to buyers whether an equity rollover or recapitalization will be considered, and buyers factor that into their offers.

Equity rollovers are common when the buyer is a private equity firm or family office. These financial buyers are often looking for the seller or their management team to continue running the business for a number of years until the business is sold again. Equity rollover ensures that all parties are aligned, and that sellers have “skin in the game” and are committed to the ongoing success of the business.

Equity Rollovers by the Numbers

Let’s say a private equity firm is acquiring a software company for $20 million. The seller agrees to rollover $2 million of the proceeds back into the company. In simple math, the seller would retain a 10% ownership stake in the post-acquisition company if the buyer paid the other $18 million in cash.

However, most acquisitions are funded with a combination of equity and third party debt. This leverage increases the share value of rollover funds, meaning the seller’s $2 million translates into a larger percentage of the equity in the new entity.

For example, let’s say the software company is acquired with 50% leverage, or $10 million in debt. With total shareholder equity of $10 million, the seller’s $2 million now equals 20% of the equity (vs 10% in the earlier example). So, the seller receives 90% of the transaction value at the time of sale but retains 20% in the future business.

In reality, the calculation also accounts for transaction fees, capital gain taxes and working capital, but the above scenario provides a fair baseline estimation.

Advantages of an Equity Rollover or Recap

There are several reasons why a seller might choose to roll over equity in an M&A transaction:

  • Potential for additional gains:  Sellers who roll over equity have the opportunity to benefit from any increase in the value of the company’s shares.
  • Increased buyer confidence:  When a seller rolls over equity, it sends a positive signal to the buyer. It means the seller has confidence in the company’s future prospects and belief in the buyer’s strategic vision for the business — and may result in a higher initial purchase price.
  • Tax considerations:  In some cases, equity can be rolled over on a tax deferred basis.

For more information, read our previous posts on equity rollover (recapitalizations):

For advice on exit planning or selling a business, contact Al Statz, founder and CEO of Exit Strategies Group, Inc., at alstatz@exitstrategiesgroup.comExit Strategies Group is a partner in the Cornerstone International Alliance.

M&A Glossary: Quality of Earnings (QofE) Report

A Quality of Earnings (a.k.a. “QoE” and”QofE”) report is prepared by a CPA firm to provide a detailed analysis of a target company’s revenue, expenses, working capital, EBITDA adjustments, etc.

While not an Audit, a QoE provides buyers with important assurances on cash flows and risk. When buyers do this work internally its often just called “financial due diligence”, and when they outsource it, it’s called Quality of Earnings.

See this post comparing a QoE analysis to a financial Audit.

As sell-side M&A advisors, we often recommend a sell-side QofE for companies with more than $10 million in sales and over $2 million EBITDA or when their financials are not clearly organized or their revenue recognition is not straightforward.

For advice on exit planning or selling a business, contact Al Statz, founder and CEO of Exit Strategies Group, Inc., at alstatz@exitstrategiesgroup.comExit Strategies Group is a partner in the Cornerstone International Alliance.

Time to Close

Median time to close remains somewhat consistent year-over-year, with businesses generally selling within one year of a listing engagement. Main Street deals typically close faster due to reduced due diligence demands.

Follow these links for more information on Exit Planning Benefits, common Exit Options, and the Exit Planning Process.

About the Market Pulse Survey — Each quarter, the M&A Source and IBBA, in partnership with Pepperdine University’s Private Capital Markets Project, survey North American lower middle market M&A advisors and business brokers and publish the results here.

For advice on exit planning or selling a business, contact Al Statz, founder and CEO of Exit Strategies Group, Inc., at alstatz@exitstrategiesgroup.comExit Strategies Group is a partner in the Cornerstone International Alliance.

Why Some Testing, Inspection and Certification Companies Sell for More than Others.

Testing, Inspection, Certification (TIC) companies play a crucial role in various industries, from agriculture to manufacturing to construction, by providing services that verify adherence to standards, regulations, and specifications. TIC services are typically nondiscretionary, regulation driven, recession resistant, and predictable, which makes businesses in this sector a priority investment opportunity for private capital and strategic investors.

However, owners of TIC companies that are preparing to sell should know that in the eyes of an investor, not all TIC companies are created equal.  Beyond financial performance, companies that are built to reduce risk and ensure long term growth are more valuable to potential buyers. Companies in this sector that exhibit the features below will be particularly attractive to investors:

  1. Critical-Path Service Offering: TIC companies that occupy a vital position in the business ecosystem by providing solutions to regulatory safety and quality control requirements. They act as gatekeepers, ensuring that products meet stringent standards before reaching the market. TIC businesses that fulfill regulatory or industry requirements become essential partners for customers striving to maintain compliance and uphold consumer trust.
  2. Turnkey Solution Offerings: TIC firms that offer turnkey solutions that comprehensively address customer needs. From initial assessments to ongoing compliance monitoring, these companies provide end-to-end services that streamline processes and alleviate the burden on clients. By offering integrated solutions, TIC businesses simplify complex regulatory requirements, enhancing efficiency and peace of mind for their customers.
  3. Depth of Customer Relationships: TIC companies that cultivate long-term and contractual relationships with their customers. These enduring partnerships are built on trust, reliability, and a proven track record of delivering value. By understanding their clients’ unique needs and challenges, these TIC firms become trusted advisors, securing recurring revenue streams and fostering loyalty in a competitive market landscape.
  4. Technology-Enabled Services: Leading TIC companies leverage technology to offer products and services that are more efficient, consistent, and precise. Advanced laboratory equipment, data analytics, and automation tools enable these firms to conduct tests and inspections with unprecedented accuracy and speed. By embracing technological advancements, these TIC businesses enhance their competitive edge and deliver superior outcomes for clients.
  5. Technical Expertise: The cornerstone of TIC services lies in the technical expertise of their workforce. Companies with highly trained and experienced labor forces excel in conducting rigorous tests, interpreting complex data, and providing actionable insights to clients. Investing in ongoing training and professional development ensures that TIC firms remain at the forefront of industry standards and best practices.
  6. End Market Diversity: TIC businesses that serve customers across a wide range of industries. End market diversity not only mitigates risk but also exposes TIC firms to diverse growth opportunities and emerging trends in various industries.
  7. Dedicated Training and Workforce Development: TIC companies that prioritize employee development reap rewards. By investing in training programs, certifications, and skill enhancement initiatives, these firms cultivate a highly skilled and motivated workforce. A well-trained labor force not only benefits service quality but also drives innovation and operational excellence, fueling long-term growth and profitability.
  8. Sales Pipeline Development and Conversion: A robust sales pipeline is indicative of a TIC company’s growth potential. Companies with effective sales strategies and strong lead generation mechanisms consistently attract new clients and opportunities. Moreover, a demonstrated ability to convert leads into contracts underscores a TIC business’ competitiveness and market position.
  9. Broad Service Area: TIC companies with large service areas enjoy distinct advantages in terms of market reach and scalability. Regional and national-scale operations enable these firms to serve clients across diverse geographic regions, tapping into regional market dynamics and regulatory landscapes. Furthermore, a broad geographic presence enhances brand visibility and competitiveness in the marketplace.

Owners of TIC companies that are preparing to sell their business will optimize their results by building these features into their companies. Investors seeking stable returns and long-term growth opportunities see TIC businesses as a compelling investment proposition.  But in addition to financial performance both financial and strategic investors are particularly interested in companies that are differentiated by features that create defensible and enduring moats for their product and services.

Exit Strategies Group helps business owners to value and exit their testing, inspection and certification companies.  If you’d like to have a confidential, no commitment discussion on your exit plans or have related questions, please contact Adam Wiskind, Senior M&A Advisor at (707) 781-8744 or

Will your business survive losing you?

Most entrepreneurs are a rare breed — full of optimism and confidence. But that faith and certainty can also make them feel invincible. Every business downturn will be the last, every new year will be another record, and every good leader retires happily with their family.

Unfortunately, none of us are invincible. And if you’re like many business owners, a significant portion of your wealth — and your family’s income — is derived from your business.

Consider taking these practical steps to minimize the effects of your death or incapacity on your family, employees and business:


If you have partners, update your buy-sell agreement to be sure it reflects your current business situation. I’ve seen many business owners set these agreements up when they start or purchase their company, only to let them sit for 15 years, unchanged as partners come and go and as business and market conditions change.

Many business partners fund their buy-sell agreements with life insurance. Insurance proceeds can be used to purchase your ownership interest from your estate. Your family is made whole and the business isn’t burdened with debt.

Get an updated estimate of value every 2 to 3 years, then adjust your buy-sell agreement and  amount of life insurance accordingly. If you don’t, both your family and your business could be mired in litigation and/or face financial difficulty. As valuation experts, we’re often involved in settling disputes over value.

Consider this scenario.  The fair market value of a company is $10 million, but it is insured for just $4 million. Two 50/50 partners have $2 million of life insurance on the other partner.  If a partner dies, there will only be $2 million to pay the departed partner’s estate, leaving a $3 million gap.  That’s a significant liability for the company to bear, and paying down that debt could mean forgoing growth investments for years to come, negatively affect the company’s ability to compete and reducing the chances of the departing partner’s estate getting paid.

Sole Owners

If you can, build up a management team that can carry on without you. Hire and groom your eventual successor. The better key employees are able to operate the business without you do, the better off your company (and family and partners) will be in the event of your death, illness (or even a business sale).

Even if you don’t have a partner, life insurance can still be a good tool. Proceeds can sustain your family for a while, buying them time to sell the business or establish new leadership. It can also provide the business with the extra equity necessary to hire a transitional CEO or increase management salaries after you’re gone.

Beyond life insurance, you should have a written contingency plan in place to transition business leadership and ownership if you die or become incapacitated.

Contingency Letter

Many business owners have life and disability insurance and a trust, will, power of attorney, medical directive and related documents in place, but few have prepared a letter of guidance to their spouse and family on what to do with their company if something happens to them. We have a Sample Contingency Letter that we share with clients that don’t already have something like this in place.

Whether your plan involves a family member or key employees stepping into your leadership shoes, whether it involves a sale of the company or transfer to existing partners or employees, you’ll want to sit down and talk through your plan with everyone involved, including your spouse, partners and leaders, attorney and CPA.


Sorry for the morbidity here, but all of us business owners need to put our entrepreneurial optimism aside once in a while to plan for the worst. There may be nothing worse than losing a loved one, than when that tragedy is compounded by the stress and conflict that results when survivors are left with a distressed business and no clear plan for moving ahead.

For advice on contingency planning or selling a business, contact Al Statz, founder and CEO of Exit Strategies Group, Inc., at

Exiting Without a Plan

Even though retirement is far and away the biggest reason that business owners sell, many owners are doing little to no exit planning before going to market. The above chart shows that the smaller the business, the less likely owners are to plan. Of those owners who did plan, most started less than a year before putting their business on the market.

Follow these links for more information on Exit Planning Benefits, common Exit Options, and the Exit Planning Process.

About the Market Pulse Survey — Each quarter, the M&A Source and IBBA, in partnership with Pepperdine University’s Private Capital Markets Project, survey North American lower middle market M&A advisors and business brokers and publish the results here.

For advice on exit planning or selling a business, contact Al Statz, founder and CEO of Exit Strategies Group, Inc., at alstatz@exitstrategiesgroup.comExit Strategies Group is a partner in the Cornerstone International Alliance.

Seller Sentiment Declined in 2023

A seller’s market is when sellers feel they have an advantage or it’s a good time to sell, for instance when demand exceeds supply and there are more interested, active buyers than there are quality deals on the market. In a seller’s market, buyers compete in order to win deals. This typically translates to increased values and more favorable deal terms for the seller.

The results of the latest Market Pulse Survey (Q3 2023) show a decline in confidence year-over-year. This could be due to any number of market headwinds, including high interest rates, inflation, and geopolitical uncertainty.


Small main street businesses face the biggest challenge as they have not seen a seller’s market for a decade now. On the other hand, companies in the $2-50 million range still find themselves in a seller’s market, although the strength of the market has declined in the past year.

Exit Strategies Group operates in this $2-50 million segment of the market, where we are generally able to generate multiple offers and business valuations remain strong.

About the Market Pulse Survey: Each quarter, the M&A Source and IBBA (International Business Brokers Association), in partnership with Pepperdine University’s Private Capital Markets Project, survey North American lower middle market M&A advisors and business brokers and publish the results here.

For advice on exit planning or selling a business, contact Al Statz, founder and CEO of Exit Strategies Group, Inc., at alstatz@exitstrategiesgroup.comExit Strategies Group is a partner in the Cornerstone International Alliance.

Expect M&A to Recover in 2024

Global M&A deal value nearly reached a 10-year low in Q3 2023 (Q2 2020 excepted). Deal count and total deal values both declined, as shown in this graph produced by Pitchbook. And these declines were evident across almost all most industry sectors and among all types of acquirers and sellers.

However, several factors are pointing to a recovery in M&A activity in 2024. The global total of $1.4 trillion in unspent PE dry powder is just 9.7% shy of its all-time high, and an even larger cash pile is on the books of corporations, positioned for new deals. There is also pressure building on the valuation front. Public markets are looking expensive again relative to private markets. Lower private-market valuations may spur rich public strategic buyers to scoop up private targets.  Also, a halt in interest rate hikes or reversal would put less upward pressure on borrowing costs, which have been a major headwind for dealmaking this year.

If you’re contemplating a sale, we would be happy to discuss current market conditions and whether the time is right to achieve your goals.

Al Statz is the founder and President of Exit Strategies Group, Inc. For further information on this subject or to discuss an M&A, exit planning or business valuation question or need, Email Al or call him at 707-781-8580.