Quality of Earnings vs. Business Valuation: What Is the Difference?
A business owner receives an offer based on adjusted EBITDA. The buyer then asks for a quality of earnings report. The lender asks whether the company is worth enough to support the acquisition loan. The owner asks a fair question: if a quality of earnings report tests the earnings number, is that the same thing as a business valuation?
The short answer is no. A quality of earnings report and a business valuation are closely related, but they answer different questions. A quality of earnings report, often called a QoE report, is a financial due diligence analysis that tests whether reported earnings, revenue, cash flow, EBITDA, working capital, and adjustments are reliable and sustainable for the decision being made. A business valuation or business appraisal estimates the value of a business or ownership interest as of a defined valuation date, under a defined engagement scope, using selected valuation methods such as discounted cash flow, capitalization of earnings, the market approach, and the asset approach.
That difference matters because a clean earnings base is not the same as a value conclusion. A QoE report may tell a buyer that the seller’s adjusted EBITDA should be lower, higher, or better supported. It may identify customer concentration, working-capital pressure, revenue cut-off issues, unusual expenses, or debt-like items. Those findings can materially influence a valuation model. But they do not, by themselves, select a valuation date, define the interest being valued, determine the standard or basis of value, choose a discount rate, select market evidence, reconcile multiple valuation indications, or produce a business appraisal report.
The inverse is also true. A valuation report may analyze financial statements, normalize earnings, review cash flow, and consider company-specific risk. Yet unless the engagement scope includes detailed financial due diligence, a valuation is not necessarily a full QoE engagement, audit, or transaction advisory review. Using one deliverable as a substitute for the other can lead to pricing mistakes, lender concerns, negotiation disputes, and unreliable planning decisions.
This article explains the practical differences, when you need a QoE report, when you need a business valuation, when you may need both, and how QoE findings should flow into valuation methods without being overstated. It also includes examples, checklists, decision tools, and frequently asked questions for buyers, sellers, lenders, investors, attorneys, CPAs, and business owners.
The short answer: QoE tests earnings, valuation estimates value
A quality of earnings report generally asks: are the earnings, revenue, cash flow, working capital, and deal adjustments reliable enough to support the transaction or investment decision? Professional QoE sources describe the work in practical transaction terms, including analysis of sustainable earning power, revenue quality, working capital, cash conversion, growth, and risk factors (Mercer Capital, n.d.; Baker Tilly, 2022; Grant Thornton Switzerland/Liechtenstein, n.d.; CBIZ, n.d.).
A business valuation asks a different question: what is the value of the business or ownership interest as of a valuation date under the applicable scope and assumptions? The Internal Revenue Service business valuation guidelines identify the asset-based approach, market approach, and income approach as generally accepted valuation approaches, and state that professional judgment should be used to select the approaches and methods that best indicate value in the circumstances (Internal Revenue Service, n.d.). Professional valuation standards and appraisal standards, including AICPA, NACVA, USPAP, and IVS sources, also reinforce the importance of scope, assumptions, competency, reporting discipline, and assignment context, subject to the credential, engagement, jurisdiction, client requirements, and standard adopted for the assignment (AICPA & CIMA, n.d.; National Association of Certified Valuators and Analysts, n.d.; The Appraisal Foundation, n.d.; International Valuation Standards Council, n.d.).
Think of QoE as input testing and valuation as value conclusion work. QoE can help answer whether a company’s earnings story is clean, repeatable, and transferable. Valuation converts supported inputs into an estimate of value through a defined analytical process.
Visual aid 1: QoE vs. business valuation comparison matrix
| Question | Quality of earnings report | Business valuation or business appraisal |
|---|---|---|
| Primary question | Are reported earnings, EBITDA, revenue, cash flow, working capital, and adjustments reliable and sustainable for the decision? | What is the business or ownership interest worth as of the valuation date? |
| Typical use | Buy-side diligence, sell-side preparation, lender or investor diligence, transaction negotiation | Purchase planning, shareholder matters, buy-sell agreements, estate or gift planning coordination, divorce or dispute support, financing support, strategic planning |
| Main output | Findings about adjusted earnings, add-backs, revenue quality, working capital, cash conversion, debt-like items, and financial risks | Value conclusion or value range using selected valuation methods, assumptions, analysis, reconciliation, and report support |
| Core techniques | Financial due diligence procedures, trend analysis, revenue testing, expense normalization, working-capital analysis, cash conversion review | Income approach, discounted cash flow, capitalization of earnings, market approach, asset approach, and reconciliation |
| What it is not | Not an audit, not a valuation opinion, not a guarantee of future performance | Not automatically a full QoE, audit, or complete transaction due diligence review |
| How they connect | QoE findings can refine valuation inputs | Valuation uses supportable inputs to estimate value |
What is a quality of earnings report?
A quality of earnings report is a financial due diligence deliverable that evaluates the reliability and sustainability of a company’s earnings for a defined business decision. In private-company M&A, that decision is often a purchase, sale, financing, investment, or recapitalization. The phrase can sound narrow, but a well-scoped QoE review usually looks beyond one line on the income statement.
The SEC’s investor education materials explain that financial reporting includes several statements, including the balance sheet, income statement, cash flow statement, and statement of shareholders’ equity (U.S. Securities and Exchange Commission, n.d.-a). A QoE review is important precisely because a single income statement figure can miss timing, quality, and cash conversion issues. A company may show profit, but that profit may depend on unusual revenue, delayed expenses, aggressive add-backs, underinvestment, extended receivables, unusual working capital, or customer-specific events.
CFA Institute’s financial-reporting-quality materials state that high-quality earnings reflect an adequate return and arise from activities the company is likely able to sustain in the future (CFA Institute, n.d.). That concept fits the practical purpose of QoE: separating reported accounting results from the economic earnings that a buyer, seller, lender, investor, or valuation analyst can reasonably evaluate.
Common QoE workstreams
A QoE engagement is scoped to the facts. It is not a one-size-fits-all checklist, and it is not legally required for every transaction. Depending on the company and assignment, QoE work may include:
- Revenue quality, including recurring versus project revenue, cut-off issues, credits, returns, customer concentration, churn, retention, backlog, and contract terms.
- Gross margin and margin sustainability, including mix changes, pricing, cost inflation, and unusual period effects.
- Expense normalization, including nonrecurring expenses, owner-specific costs, related-party transactions, unusual legal or consulting expenses, and discontinued activities.
- EBITDA and adjusted EBITDA analysis, including whether proposed add-backs are supported, transferable, and not already captured elsewhere.
- Working-capital analysis, including accounts receivable, inventory, accounts payable, accrued liabilities, seasonality, and operating cash requirements.
- Cash conversion, including differences between accounting earnings and operating cash flow.
- Debt-like items, commitments, leases, deferred revenue, customer deposits, or obligations that may affect transaction economics.
- Accounting policy consistency, including revenue recognition, expense classification, reserves, accruals, and period cut-off.
- Customer, vendor, or segment concentration that may affect the repeatability of earnings.
- Forecast bridge questions, such as whether a recent run rate is actually supportable.
Mercer Capital describes QoE analysis in transaction due diligence terms and identifies profitability analysis, sustainable and transferable earning power, pro forma run-rate EBITDA, revenue analysis, customer data, gross margin, churn, retention, working capital, cash flow, growth, and risk factors as relevant areas (Mercer Capital, n.d.). Baker Tilly explains that buyers may use a QoE study to validate an investment thesis and cautions that EBITDA can be an imperfect proxy for free cash flow when taxes, working capital, and long-term asset investment matter (Baker Tilly, 2022). Grant Thornton Switzerland/Liechtenstein frames QoE around whether reported earnings can reasonably continue after a transaction and cautions that the outcome is not merely an adjusted EBITDA figure (Grant Thornton Switzerland/Liechtenstein, n.d.). CBIZ discusses sell-side QoE as a way to analyze revenue, expenses, normalized earnings, net working capital, adjustments, and add-backs (CBIZ, n.d.). BDO USA and Eide Bailly provide additional transaction-advisory practice context for financial due diligence and quality of earnings work, including buy-side or sell-side diligence support, but those commercial pages should not be treated as valuation standards or legal requirements (BDO USA, n.d.; Eide Bailly, n.d.).
Buy-side QoE and sell-side QoE
A buy-side QoE usually helps a buyer, investor, or lender test the seller’s financial story before committing capital. It can reveal whether adjusted EBITDA is supported, whether revenue is repeatable, whether margins are sustainable, and whether working capital or debt-like items may affect closing economics.
A sell-side QoE helps an owner prepare before going to market. It can identify weak records, unsupported add-backs, revenue timing issues, unusual expenses, or working-capital seasonality before a buyer discovers them. A seller that waits until buyer diligence may lose negotiating leverage if the buyer discovers earnings adjustments late in the process. A seller that prepares early can correct records, refine the story, and decide whether a valuation or pricing analysis should use reported earnings, adjusted earnings, or multiple scenarios.
Neither buy-side nor sell-side QoE should be described as a value conclusion. A buyer may use QoE findings to negotiate price, but the QoE report is not the same thing as a business valuation. A seller may use QoE findings to support an earnings narrative, but the seller still needs valuation analysis to answer what the business is worth under a defined scope.
Visual aid 2: QoE workstream table
| QoE workstream | What the team may test | Why it matters | Valuation connection |
|---|---|---|---|
| Revenue quality | Recurring revenue, project revenue, cut-off, credits, churn, retention, customer concentration | Tests whether revenue is repeatable | Affects forecasts, risk assessment, and discounted cash flow inputs |
| Expense normalization | Nonrecurring costs, owner add-backs, related-party costs, unusual legal or consulting fees | Helps estimate transferable earnings | Affects normalized EBITDA and cash flow |
| Working capital | AR, inventory, AP, accruals, seasonality, operating cash needs | Helps set expectations for operating requirements and closing adjustments | Affects free cash flow and enterprise-to-equity value bridge |
| Cash conversion | Differences between earnings and operating cash flow | Reveals whether profit converts to cash | Affects free cash flow, risk, and reinvestment assumptions |
| Debt-like items | Obligations or liabilities that may affect proceeds | Prevents surprise deductions from transaction value | Affects equity value, not always enterprise value |
| Accounting policies | Consistency, classification, revenue recognition, reserves, cut-off | Tests comparability across periods | Affects trend analysis and forecast reliability |
What is a business valuation?
A business valuation is an analysis that estimates the value of a business, business interest, or ownership interest as of a valuation date. In ordinary business language, many people call a formal valuation report a business appraisal. The exact terminology can vary by credential, engagement, reporting standard, and intended use, but the central objective is value.
A valuation assignment should define the subject interest, valuation date, intended use, intended users, standard or basis of value, premise of value, assumptions, limitations, information considered, and report format. Those elements are not administrative details. They influence the analysis.
For example, valuing 100 percent of the equity of an operating company for transaction planning is not necessarily the same as valuing a minority interest for a shareholder dispute, an interest for gift or estate planning coordination, or a company for financing support. A current going-concern premise may lead to different analysis than a liquidation premise. A strategic buyer’s deal model may not match a fair market value analysis. A valuation prepared for internal planning may not satisfy the needs of a lender, attorney, tax adviser, court, or shareholder agreement.
The three broad valuation approaches
The IRS business valuation guidelines describe the asset-based approach, market approach, and income approach as generally accepted approaches, while emphasizing professional judgment in selecting the approaches and methods that best indicate value (Internal Revenue Service, n.d.). That framework is useful for understanding why QoE and valuation differ.
The income approach values a business based on expected economic benefits. Discounted cash flow is a common income approach method. It estimates value based on projected future cash flows and discounts those cash flows for risk and timing. Capitalization of earnings is another income approach method that may be used when a representative earnings stream and growth/risk relationship can be supported.
The market approach uses pricing evidence from comparable companies, transactions, or other market data when reliable comparable evidence is available and appropriate. EBITDA may be a relevant benefit stream in a market approach, but the analyst must still evaluate comparability, size, growth, profitability, risk, transaction terms, enterprise value versus equity value, and adjustments.
The asset approach considers assets and liabilities. It may be especially relevant for asset-heavy, holding-company-like, distressed, underperforming, or non-operating businesses, or where earnings do not provide the best value indicator. Even then, earnings quality can matter because it affects the going-concern premise, intangible value, working capital, and asset utilization.
Valuation is not just a multiple
One of the most common mistakes is to take QoE-adjusted EBITDA, apply an unsupported multiple, and call the result a valuation. That shortcut may produce a number, but it is not a supportable business valuation by itself. Valuation requires method selection, data support, risk assessment, normalization, cash-flow analysis, market evidence, asset and liability review where relevant, and reconciliation.
EBITDA is important in many transaction discussions, but it is not free cash flow and not business value. Baker Tilly specifically cautions that EBITDA may be an incomplete proxy for free cash flow when a business pays taxes, needs working capital, or requires investment in long-term assets (Baker Tilly, 2022). That warning is important for valuation because two companies with the same EBITDA can have different cash flow, growth, risk, capital expenditure needs, working capital needs, customer concentration, and value.
Visual aid 3: Valuation assignment setup checklist
| Valuation item | Question to answer | Why it matters |
|---|---|---|
| Subject interest | Which entity, ownership percentage, class, or economic right is being valued? | Different interests can carry different rights, control, restrictions, and risk |
| Valuation date | What date anchors the analysis? | Financial data, market evidence, and known facts are date-sensitive |
| Intended use and users | Why is the valuation being prepared, and who may rely on it? | A report for internal planning may differ from one for a lender, attorney, shareholder, or tax adviser |
| Standard or basis of value | What definition of value applies? | Different standards can lead to different assumptions |
| Premise of value | Going concern, liquidation, or another premise? | Affects whether income, market, or asset-based methods dominate |
| Valuation methods | Which methods fit the facts and data? | Methods should be selected because they are relevant, not because they are convenient |
| Reconciliation | How are method indications weighed? | Prevents unsupported reliance on one figure or one shortcut |
| Scope limitations | What is excluded from the assignment? | Avoids confusing valuation with audit, QoE, legal advice, tax advice, or transaction advisory work |
Why people confuse QoE and valuation
QoE and valuation overlap in the data they use. Both may analyze income statements, balance sheets, cash flow statements, tax returns, general ledger detail, customer information, revenue trends, margin changes, working capital, debt, and management adjustments. Both may discuss normalized EBITDA. Both can influence price, financing, investor confidence, and negotiation.
The confusion starts when people mistake a shared input for the same deliverable. A QoE report may produce an adjusted EBITDA schedule. A valuation may also use adjusted EBITDA. But the QoE schedule is not value. It is one possible input. The valuation still needs to determine how that input should be used, whether it should be modified, whether cash flow should be used instead, what risk and growth assumptions apply, what market evidence is relevant, how working capital and debt affect equity value, and how all indications reconcile.
Another source of confusion is public-company non-GAAP discussion. The SEC’s non-GAAP financial measures guidance applies in a public-company disclosure context (U.S. Securities and Exchange Commission, n.d.-b). It should not be presented as private-company M&A law or as a mandatory private QoE methodology. However, it is a useful reminder that adjusted measures require clarity, consistency, and reconciliation. In private-company deals, the practical discipline is similar: do not present adjusted EBITDA as if it were objective value without explaining the adjustments and limitations.
The safest rule is simple: QoE tests the quality of the earnings base. Business valuation estimates value. If the question is whether EBITDA is reliable, QoE may be the better first step. If the question is what the business is worth, a business valuation is needed. If both questions matter, the two workstreams should be coordinated.
Decision guide: Do you need QoE, business valuation, or both?
The right answer depends on the decision. A buyer evaluating a seller’s add-backs has a different need from an owner preparing for a shareholder buyout. A lender may care about both repayment capacity and collateral/value support. A spouse in a divorce matter may need a formal business appraisal, but the valuation analyst may still need targeted diligence if records are unreliable. A seller preparing for a sale may benefit from both sell-side QoE and valuation or pricing analysis.
Visual aid 4: Practical scenario table
| Scenario | Better first step | Why | Likely follow-up |
|---|---|---|---|
| Buyer doubts seller add-backs | QoE first or alongside valuation | Earnings inputs may be unreliable | Use supported findings in valuation, financing, and negotiation |
| Seller wants to go to market prepared | Sell-side QoE plus valuation or pricing analysis | Reduces surprises and clarifies the earnings narrative | Correct records and support add-backs before buyer diligence |
| Owner needs a shareholder buyout value | Business valuation first | The main need is a value conclusion under an agreement or defined scope | Add targeted diligence if financial records are weak |
| Lender reviews acquisition financing | Often both | Earnings reliability and value support answer different credit questions | Coordinate with lender requirements before ordering reports |
| Estate, gift, divorce, or dispute context | Business valuation first, with diligence as needed | Formal value support is usually the central deliverable | Legal and tax advisers should define required scope |
| Asset-heavy company with inconsistent profits | Valuation with targeted earnings review | Asset approach may matter, but earnings quality affects going-concern value | Review inventory, equipment, working capital, and cash flow |
| Investor evaluating a minority investment | Often both | Investor needs confidence in earnings and a basis for price | Align diligence scope, valuation scope, and deal terms |
Visual aid 5: Mermaid decision tree
How QoE affects EBITDA and normalized earnings
EBITDA is one of the main bridges between QoE and valuation. In many lower middle market and private-company transactions, the seller presents an adjusted EBITDA figure to explain earning power. The buyer then tests the add-backs. The lender evaluates debt service. The valuation analyst considers whether EBITDA, cash flow, or another benefit stream should be used.
QoE can improve the EBITDA input by identifying items that should be added back, subtracted, reclassified, or separately considered. Examples may include nonrecurring legal expenses, owner compensation above or below market, related-party rent, personal expenses, discontinued product lines, one-time gains, unusual settlement income, delayed costs, underaccrued expenses, and required software or staffing costs. The Bonadio Group’s practitioner discussion of common QoE adjustments is useful practice context for normalization and EBITDA-related diligence, but it should not be converted into a universal rule for every company or transaction (The Bonadio Group, n.d.). The key is not whether an item has a label. The key is whether it is supported, transferable, nonrecurring or recurring, economically meaningful, and consistent with the valuation purpose.
A valuation analyst should not automatically accept every proposed add-back. The analyst should ask:
- Is the adjustment supported by documentation?
- Did the cost truly occur only once, or is it likely to recur in another form?
- Would a buyer actually avoid the cost after closing?
- Is the adjustment already reflected in the forecast, risk assessment, market multiple, or working-capital adjustment?
- Does the adjustment fit the standard or basis of value and the premise of value?
- Does the adjustment affect enterprise value, equity value, or only deal proceeds?
Visual aid 6: EBITDA normalization bridge, illustrative only
Illustrative only, not a valuation conclusion
Reported EBITDA $1,000,000
Add: one-time litigation expense 120,000
Add: owner compensation above market 80,000
Subtract: nonrecurring customer settlement income (50,000)
Subtract: required recurring software cost (30,000)
QoE-indicated normalized EBITDA $1,120,000
What this does: supports a cleaner earnings input.
What this does not do: select a valuation multiple, discount rate,
terminal value, working-capital assumption, debt/cash adjustment,
or final business value.
The example above is deliberately simple and hypothetical. It does not imply that these exact adjustments are appropriate in every engagement. It shows the boundary. QoE may help support normalized EBITDA. Valuation determines how, or whether, that normalized EBITDA should be used.
How QoE affects discounted cash flow analysis
Discounted cash flow, or DCF, is an income approach method. In plain English, it estimates value based on expected future cash flows, discounted for risk and timing. QoE can improve the quality of DCF inputs, but QoE does not replace the DCF model.
A DCF analysis needs a forecast. The forecast needs support for revenue, margins, working capital, capital expenditures, taxes, and long-term growth or terminal value assumptions. QoE can help test the base year and the credibility of near-term assumptions.
For example, if QoE identifies a revenue cut-off issue, the base-year revenue used in the DCF may need adjustment. If QoE shows that one large customer is declining, the forecast may need a scenario that reflects customer concentration risk. If QoE reveals poor cash conversion, the model may need more working capital investment. If QoE finds underinvestment in equipment, the forecast may need higher capital expenditures. If QoE shows that a cost was truly nonrecurring, the normalized starting point may improve. If QoE shows that a proposed add-back actually reflects a continuing cost, forecast margins may need to be lower.
CFA Institute’s earnings-quality discussion supports the idea that sustainable earnings and cash flow relationships matter when evaluating financial reporting quality (CFA Institute, n.d.). Mercer Capital and Grant Thornton Switzerland/Liechtenstein similarly connect QoE work to sustainable earnings, revenue quality, cash flow, growth, and risk in transaction contexts (Mercer Capital, n.d.; Grant Thornton Switzerland/Liechtenstein, n.d.). Those concepts are important because DCF analysis is only as reliable as the cash-flow assumptions.
Visual aid 7: DCF input impact matrix
| QoE finding | Possible DCF input affected | Valuation caution |
|---|---|---|
| Revenue cut-off issue | Base-year revenue and near-term forecast | Do not extrapolate unsupported revenue |
| Customer concentration | Forecast risk, margin risk, scenario weighting | Avoid double counting in both forecast haircut and discount rate without support |
| Weak cash conversion | Working capital and free cash flow | EBITDA may overstate cash generation |
| Deferred maintenance | Capital expenditures and margin sustainability | EBITDA may not capture required reinvestment |
| Nonrecurring expense | Base-year normalization | Confirm the cost is truly nonrecurring and not replaced by another cost |
| Related-party pricing | Revenue or expense normalization | Adjust only with support or clear rationale |
| Deferred revenue or customer deposits | Revenue timing and working capital | Confirm how obligations affect future cash flow |
QoE also has limits in DCF. It does not set the discount rate by itself. It does not determine the terminal value. It does not decide whether management’s forecast is reasonable. It does not replace industry analysis, economic context, risk assessment, or reconciliation with other methods. It informs the model, but it is not the model.
How QoE affects the market approach
The market approach estimates value by reference to market evidence, such as comparable public companies, guideline transactions, or other observable pricing data when available and appropriate. In private-company practice, market evidence may be limited, noisy, or difficult to compare. QoE findings can help the analyst decide whether the company’s benefit stream is comparable to the benefit streams implied by market evidence.
If the market approach uses EBITDA, QoE can affect the EBITDA denominator. If QoE identifies lower sustainable EBITDA than the seller claimed, a market approach based on the seller’s number may overstate value. If QoE identifies supported add-backs and cleaner earnings, it may support a more reliable benefit stream. If QoE identifies customer concentration, margin volatility, working-capital pressure, or weak cash conversion, the analyst may need to consider whether selected market evidence is still comparable.
The market approach still requires market data. A QoE report does not select a multiple. It does not prove comparability. It does not resolve whether the observed price represents enterprise value, equity value, controlling interest value, minority interest value, strategic value, or another basis. It does not automatically adjust for cash, debt, working capital, transaction terms, or nonoperating assets.
Visual aid 8: Market approach comparability checklist
| Question | Why it matters | Evidence to request |
|---|---|---|
| Is the benefit stream reliable? | A multiple applied to unreliable EBITDA produces unreliable output | QoE findings, adjusted EBITDA support, general ledger detail |
| Are comparables truly comparable? | Risk, growth, size, margins, and customer concentration affect pricing | Transaction data, industry reports, company profiles |
| Is value enterprise value or equity value? | Debt, cash, and working capital treatment can change owner proceeds | Debt schedule, cash balances, working-capital analysis |
| Are adjustments double counted? | The same fact should not be penalized twice without support | QoE report, valuation workpapers, reconciliation memo |
| Is market data current and relevant? | Outdated or noncomparable data can mislead | Valuation date, transaction dates, economic context |
| Are transaction terms comparable? | Earnouts, rollover equity, seller financing, or unusual terms can distort price | Purchase agreements, term sheets, deal notes where available |
The practical warning is straightforward: do not use an unsupported market multiple. If the article, pitch deck, or spreadsheet cannot identify reliable market evidence and explain comparability, the output may be a pricing guess rather than a business valuation.
How QoE affects the asset approach
The asset approach estimates value by reference to assets and liabilities. Some owners assume QoE has little relevance when the asset approach is used. That can be true in limited circumstances, but it is not always true.
For an asset-heavy manufacturer, distributor, construction company, holding company, or distressed business, the asset approach may be important. Yet QoE can still reveal issues that affect asset and liability analysis. Receivables may be overstated if customers dispute invoices. Inventory may be slow-moving or obsolete. Payables may be understated because expenses were not accrued. Deferred maintenance may suggest that equipment values or capital expenditure assumptions require review. Customer retention may affect intangible value. Earnings quality may influence whether a going-concern premise is supportable.
The SEC’s financial statement guide explains the basic function of the balance sheet, income statement, and cash flow statement (U.S. Securities and Exchange Commission, n.d.-a). A valuation analyst may need all of them. Asset values cannot be evaluated responsibly without considering liabilities, cash flow, operating needs, and the purpose of the valuation.
Visual aid 9: Asset approach and QoE interaction table
| Asset approach issue | How QoE or diligence can inform it | What valuation still must do |
|---|---|---|
| Accounts receivable | Aging, collectability, credits, disputes | Adjust asset value if evidence supports it |
| Inventory | Obsolescence, slow-moving stock, margin issues | Determine appropriate carrying or adjusted value support |
| Equipment | Maintenance, utilization, production capacity | Obtain equipment appraisal support where needed |
| Payables and accruals | Cut-off, unpaid obligations, debt-like items | Reconcile liabilities and equity value bridge |
| Intangibles | Customer retention, churn, revenue quality | Evaluate whether intangible value is captured in income or asset analysis |
| Going-concern premise | Sustainable earnings and cash flow | Decide which approaches and methods are most reliable |
A separate equipment, real estate, or inventory appraisal may be required depending on scope. A business valuation report should not imply asset-level appraisal support unless that work was performed or properly incorporated.
Audit, QoE, and valuation are three different engagements
Audit, QoE, and valuation can all involve financial information, but they are not interchangeable.
An audit is an assurance engagement in the applicable audit context. The PCAOB states that its auditing standards are for audit firms preparing audit reports for public companies and other issuers, and broker-dealers (Public Company Accounting Oversight Board, n.d.). That source should not be stretched to suggest that PCAOB rules govern private-company QoE reports. It simply reinforces that audit work has a different purpose and standards context.
A QoE report is financial due diligence. Baker Tilly has a section specifically stating that a quality of earnings study is not an audit, and explains practical differences in focus (Baker Tilly, 2022). A QoE may look at economic earnings, deal adjustments, working capital, and sustainability. It does not provide an audit opinion.
A business valuation estimates value under a defined assignment scope. It may rely on audited, reviewed, compiled, internally prepared, or tax-basis information depending on the engagement and facts. It may adjust earnings. It may review financial statements. But unless specifically scoped, it is not a full QoE engagement or audit.
Visual aid 10: Engagement boundary table
| Engagement type | Primary objective | Typical deliverable | Should not be represented as |
|---|---|---|---|
| Audit | Financial statement assurance in the applicable audit context | Audit report | QoE, valuation, deal guarantee, or forecast guarantee |
| QoE | Financial due diligence on earnings, cash flow, working capital, and deal adjustments | QoE findings or diligence report | Audit opinion or value conclusion |
| Business valuation | Estimate value of a business or ownership interest | Valuation report, business appraisal, value conclusion, or value range | Full QoE or audit unless separately scoped |
The danger is reliance mismatch. A buyer may think audited statements eliminate the need to test add-backs. A seller may think a QoE report proves a purchase price. A shareholder may think a valuation includes every accounting detail. Each assumption can be wrong. The engagement letter and deliverable should match the decision.
Practical case studies
The following examples are hypothetical and simplified. They are designed to show how QoE and valuation connect without implying any specific market multiple, discount rate, or conclusion.
Case study 1: Buyer of an owner-operated service business
A buyer is evaluating an owner-operated service business. The seller reports $1,000,000 of EBITDA and presents add-backs for owner salary, personal vehicle expenses, one-time legal costs, and discontinued marketing spend. The buyer is worried that the add-backs are aggressive.
A buy-side QoE review tests each adjustment. It asks whether the owner salary is above or below market. It reviews whether the vehicle expenses are truly personal or partly required for operations. It confirms whether the legal cost was nonrecurring. It tests whether the discontinued marketing spend was wasteful or whether a buyer will need to replace it to maintain revenue. It also reviews working capital, revenue trends, and cash conversion.
The QoE report may conclude that normalized EBITDA is higher than reported, lower than the seller’s proposed number, or best shown as a range. That finding is useful, but it is not the final business value. A business valuation still needs to evaluate the income approach, market approach, asset approach if relevant, working capital, debt, cash, customer risk, growth expectations, and reconciliation.
Teaching point: QoE can make the EBITDA input more reliable. Valuation determines what the business is worth.
Case study 2: Seller preparing for a sale
A seller wants to go to market in nine months. The company has strong revenue growth but messy accounting records. Revenue is sometimes recorded before contract milestones are complete. Some expenses are classified inconsistently. The business is seasonal, but management has not tracked working capital needs by month.
A sell-side QoE helps the owner identify problems before a buyer does. It may recommend cleaning revenue schedules, improving monthly close procedures, documenting add-backs, separating personal expenses, and preparing working-capital support. A valuation or pricing analysis can then use cleaner earnings information and better risk disclosures.
This does not eliminate buyer diligence. Buyers may still perform their own QoE. But the seller is better prepared. Surprise is reduced. Negotiation is less likely to collapse over unsupported add-backs or missing records.
Teaching point: Sell-side QoE can reduce transaction friction, but it does not replace valuation or guarantee price.
Case study 3: Recurring-revenue services company
A recurring-revenue services company shows stable revenue and attractive EBITDA. On the surface, it appears low risk. A QoE review digs deeper. It finds that one customer represents a large share of revenue, churn has increased in a smaller customer segment, and deferred revenue creates near-term service obligations. It also finds that onboarding costs are higher than management’s forecast assumes.
Those findings affect a discounted cash flow valuation. The revenue forecast may need customer-specific scenarios. Gross margin assumptions may need adjustment. Working-capital assumptions may need to reflect deferred revenue and collection timing. Reinvestment assumptions may need to include onboarding and customer success costs.
The QoE report makes the forecast more credible, but it does not select the discount rate, terminal value, or final value. The valuation analyst still needs to evaluate risk, growth, method weighting, and market evidence.
Teaching point: QoE helps convert a growth story into supportable valuation inputs.
Case study 4: Asset-heavy manufacturer or distributor
A manufacturer owns specialized equipment and carries significant inventory. Profits fluctuate because raw material costs and demand change. The owner argues that EBITDA should drive value. A potential buyer argues that assets and working capital should drive value.
A QoE review identifies inventory write-down risk, margin pressure, and underinvestment in equipment maintenance. It also shows that several customers purchase irregularly, which makes revenue forecasting more uncertain. A business valuation considers the income approach, market approach, and asset approach. The asset approach may receive meaningful weight, but earnings quality still informs the going-concern analysis and intangible value.
Teaching point: Even when the asset approach matters, QoE findings can affect how the analyst views earnings, assets, liabilities, and risk.
How to prepare a data room for both QoE and business valuation
Good data reduces rework. It also prevents scope confusion. A QoE provider and a valuation analyst may request overlapping records, but they use the records differently. The QoE team tests earnings quality and due diligence issues. The valuation analyst estimates value under the engagement scope.
Data requests vary by business, industry, transaction, and intended use. Still, the following checklist is a practical starting point.
Visual aid 11: Data-room checklist
| Category | Examples to prepare | Helps QoE? | Helps valuation? |
|---|---|---|---|
| Financial statements | Monthly income statements, balance sheets, cash flow statements, trial balances | Yes | Yes |
| Tax returns | Business returns, K-1s, owner compensation details | Yes | Yes |
| General ledger | Transaction detail, journal entries, classifications | Yes | Yes |
| Revenue support | Customer lists, contracts, deferred revenue, backlog, churn or retention data | Yes | Yes |
| Expense support | Add-back schedules, related-party costs, nonrecurring expenses | Yes | Yes |
| Working capital | AR aging, AP aging, inventory detail, accruals | Yes | Yes |
| Debt and leases | Loan schedules, leases, commitments, off-balance-sheet obligations | Yes | Yes |
| Capital expenditures | Maintenance capex, growth capex, equipment plans | Sometimes | Yes |
| Ownership documents | Operating agreement, shareholder agreement, cap table | Sometimes | Yes |
| Projections | Budgets, forecasts, pipeline reports, assumptions | Sometimes | Yes |
| Prior reports | Prior valuations, appraisals, audits, reviews, QoE reports | Yes | Yes |
A seller should also prepare an add-back schedule with support for each item. The schedule should identify the amount, period, general ledger account, reason, evidence, recurrence assessment, and whether the adjustment is expected to continue after closing. If management cannot explain an add-back clearly, a buyer, lender, or valuation analyst may discount it.
How to read a QoE report before sending it to a valuation analyst
A QoE report can be valuable, but only if the valuation analyst understands the findings and their limits. Before sending a QoE report to a valuation professional, review it with these questions:
- Which adjustments are fully supported, partly supported, disputed, or unresolved?
- Which adjustments affect EBITDA but not cash flow?
- Which findings affect working capital, debt-like items, or the enterprise-to-equity value bridge?
- Which revenue issues affect the forecast rather than the historical earnings base?
- Which risks are already reflected in the forecast, and which may affect the discount rate or market approach comparability?
- Which findings require legal, tax, or accounting adviser input?
- Which findings are specific to the buyer’s contemplated transaction and may not apply to a different standard of value?
Visual aid 12: QoE-to-valuation input map
| QoE section | What to extract | Valuation use | Watch-out |
|---|---|---|---|
| Adjusted EBITDA | Each adjustment and support | Market approach benefit stream, income approach normalization | Do not accept unsupported add-backs |
| Revenue analysis | Retention, churn, concentration, segment trends | DCF revenue forecast and risk | Do not ignore customer-specific risk |
| Gross margin | Margin trend and mix changes | DCF margin assumptions | Do not assume one period is normal |
| Working capital | Peg analysis, seasonality, required operating levels | DCF reinvestment and equity bridge | Avoid double counting with closing adjustment |
| Debt-like items | Unfunded obligations, leases, liabilities | Enterprise-to-equity bridge | Confirm legal and accounting treatment with advisers |
| Cash flow | Earnings-to-cash conversion | DCF free cash flow and risk | EBITDA is not cash flow |
| Open issues | Unresolved findings and missing support | Scenario analysis and scope limitations | Do not bury unresolved diligence issues |
The valuation analyst should not blindly copy the QoE conclusion. The analyst should evaluate whether each QoE finding is relevant to the valuation date, standard of value, intended use, and method selected.
Adviser coordination and scope: who does what?
The best team depends on the decision. A CPA or accounting adviser may help clean records, prepare tax support, and explain accounting policies. A QoE provider may test earnings quality and transaction adjustments. A valuation analyst may prepare a business valuation or business appraisal. A transaction attorney may address purchase agreement terms, working-capital pegs, representations, indemnities, and legal structure. A tax adviser may evaluate tax consequences. A lender may specify financing requirements.
The mistake is to order a report before defining the decision. Better questions include:
- Do I need to test earnings, estimate value, or both?
- Who will rely on the report?
- Is the deliverable a QoE report, valuation report, business appraisal, pricing analysis, or diligence memo?
- Is the report for negotiation, financing, tax-sensitive planning coordination, shareholder planning, divorce, dispute, or internal strategy?
- Are legal, tax, audit, or transaction advisory services included, or excluded?
- What information is available, and what information is unreliable?
Professional CTA: when the question is value
If the question is what the business is worth, not merely whether the earnings base is clean, Simply Business Valuation can help prepare an independent business valuation report that evaluates income approach, market approach, and asset approach evidence, incorporates supportable EBITDA and cash-flow inputs where appropriate, and presents a clear business appraisal deliverable for your stated purpose. Confirm legal, tax, transaction, audit, and financial due diligence questions with the appropriate advisers, because those services are separate from a standard valuation engagement unless specifically agreed in writing.
Common mistakes when using QoE findings in valuation
QoE findings can make a valuation stronger. They can also be misused. The following mistakes create avoidable risk.
Visual aid 13: Risk matrix
| Mistake | Why it is risky | Practical control |
|---|---|---|
| Treating QoE-adjusted EBITDA as value | It omits methods, risk, growth, capital needs, debt, cash, and reconciliation | Use QoE-adjusted EBITDA as an input, not the conclusion |
| Applying an unsupported multiple | Produces a number that looks precise but lacks evidence | Source comparable evidence or avoid the multiple claim |
| Double counting a risk | Penalizes or benefits the same fact in EBITDA, forecast, multiple, and discount rate | Create an adjustment map before reconciliation |
| Confusing enterprise value with equity value | Misstates proceeds after debt, cash, working capital, and nonoperating items | Build a clear enterprise-to-equity bridge |
| Ignoring working capital | Closing economics and DCF cash flow may be wrong | Analyze AR, AP, inventory, accruals, and seasonality |
| Assuming audit equals QoE | Audit and QoE have different objectives | Define the exact diligence question |
| Assuming valuation includes full QoE | A valuation may not test every accounting detail | Add targeted diligence scope if records are weak |
| Accepting add-backs too quickly | Earnings can be overstated | Require support, recurrence analysis, and transferability review |
| Treating SEC non-GAAP guidance as private M&A law | Misstates the source and context | Use SEC guidance only for public-company disclosure context and discipline reminders |
| Failing to match scope to decision | Report may not satisfy buyer, lender, court, tax adviser, or shareholder needs | Confirm intended use, users, and deliverable before engagement |
Enterprise value and equity value confusion
This mistake deserves special attention. Many market approach discussions use enterprise value. Owner proceeds, however, are often closer to equity value after considering debt, cash, working capital, transaction costs, and other adjustments. A QoE report may identify debt-like items or working-capital issues that affect the bridge from enterprise value to equity value. A valuation report should explain the value level being presented and how relevant adjustments are handled.
Illustrative enterprise-to-equity bridge:
Illustrative only, not a valuation conclusion
Enterprise value indication $5,000,000
Less: interest-bearing debt (1,200,000)
Add: excess cash 300,000
Less: debt-like obligation identified in diligence (150,000)
Adjust: working-capital shortfall (100,000)
Illustrative equity value indication $3,850,000
The bridge above is not a rule. It shows why QoE and valuation need to communicate. A finding may not change enterprise value, but it may change equity value or deal proceeds.
Workflow from records to value conclusion
A practical workflow helps prevent confusion. The goal is not to make every engagement more complex. The goal is to align the work with the decision.
Visual aid 14: Workflow diagram
The workflow is flexible. In a fast-moving acquisition, QoE and valuation may proceed in parallel. In a shareholder matter, valuation may start first, with targeted diligence added only if records are weak. In a seller preparation project, QoE may come first so management can clean records before valuation or pricing discussions.
Practical advice for buyers
Buyers should order QoE when the earnings base affects price, financing, or risk and when the seller’s numbers require testing. A buyer should not wait until the final week before closing if the deal depends on adjusted EBITDA. Early QoE findings can affect purchase price, structure, seller financing, earnouts, working-capital pegs, representations, indemnities, and lender communication.
Buyers should also decide whether they need a business valuation. If the buyer is relying on a bank loan, outside investors, a board decision, shareholder approval, or internal capital allocation process, a valuation may be needed even if QoE is complete. QoE can say the earnings base is cleaner than expected. It cannot prove the purchase price is fair or supportable unless valuation analysis is performed.
Practical buyer questions:
- What earnings number is the deal price based on?
- Which add-backs are material to price?
- What happens to price if EBITDA changes?
- Does the lender require value support?
- Are there customer, margin, working-capital, or debt-like risks?
- Does the buyer need a valuation report, fairness analysis, internal investment memo, or only a diligence report?
Practical advice for sellers
Sellers should consider sell-side QoE when they plan to market the business, expect scrutiny of add-backs, have messy records, or want to reduce diligence surprises. Sellers should consider business valuation when they need to understand value before negotiating, planning a sale, buying out a partner, resolving a shareholder issue, coordinating estate or gift planning with advisers, or preparing for a divorce or dispute process.
The most useful seller preparation is evidence-based. Do not simply list every expense you wish a buyer would add back. Build support. Identify whether the cost is personal, nonrecurring, above market, below market, discontinued, related-party, or required going forward. Explain whether a buyer can avoid it. Tie the explanation to records.
A seller valuation can also prevent unrealistic expectations. A company may have clean earnings but still face customer concentration, weak growth, low margins, capital expenditure needs, or market comparability problems. A valuation can convert those facts into a more disciplined range of value expectations.
Practical advice for lenders and investors
Lenders and investors often care about both earnings quality and value support. QoE helps evaluate the reliability of earnings and cash flow. Valuation helps evaluate whether the enterprise or equity value supports the contemplated transaction, ownership interest, collateral expectations, or investment decision.
A lender should avoid assuming that EBITDA alone supports repayment. Working capital, taxes, capital expenditures, debt service, and cyclicality matter. Baker Tilly’s EBITDA caution is relevant here because EBITDA may not fully reflect free cash flow needs (Baker Tilly, 2022). A valuation analyst may also need to consider whether the transaction structure affects enterprise value, equity value, or only proceeds.
Investors should pay attention to scope. A QoE report may be prepared for a specific buyer’s transaction assumptions. A valuation may be prepared under a different standard or basis of value. The investor should understand the intended users, limitations, and whether the report can be relied on for the investor’s purpose.
Quality of earnings vs. business valuation in one sentence
A quality of earnings report tells you how much confidence to place in the earnings base and related financial inputs, while a business valuation tells you what the business or ownership interest is worth under a defined valuation assignment.
That one sentence is useful, but do not let it oversimplify the work. The quality of earnings report and the business valuation may use some of the same documents. They may discuss some of the same adjustments. They may be performed around the same transaction. They may both matter to price. But they are different services with different objectives, methods, deliverables, and limitations.
FAQ
1. Is a quality of earnings report the same as a business valuation?
No. A quality of earnings report is financial due diligence focused on the reliability and sustainability of earnings, EBITDA, revenue, cash flow, working capital, and adjustments. A business valuation estimates the value of a business or ownership interest as of a defined valuation date using selected valuation methods and reconciliation. QoE can inform valuation inputs, but it is not the same deliverable.
2. Does a QoE report tell me what a business is worth?
Not by itself. A QoE report may identify a more supportable normalized EBITDA figure or reveal risks that affect price. But value requires method selection, assumptions, discount or capitalization analysis where appropriate, market evidence, asset and liability review where relevant, and reconciliation. A QoE-adjusted earnings number is an input, not a value conclusion.
3. When should a buyer order a QoE report?
A buyer should consider QoE when price, financing, or investment risk depends on seller earnings, adjusted EBITDA, recurring revenue, working capital, or add-backs. QoE is especially useful when records are complex, add-backs are material, revenue quality is uncertain, or closing economics depend on working capital and debt-like items.
4. When should a seller order a sell-side QoE report?
A seller should consider sell-side QoE before going to market if the company has significant add-backs, messy records, revenue timing issues, working-capital seasonality, or a buyer audience likely to perform detailed diligence. Sell-side QoE can reduce surprises, but it does not guarantee price or replace buyer diligence.
5. When should an owner order a business valuation instead?
An owner should order a business valuation when the primary question is value. Common situations include transaction planning, shareholder buyouts, buy-sell agreements, estate or gift planning coordination, divorce, disputes, financing support, strategic planning, and internal ownership decisions. The report scope should match the intended use and intended users.
6. Can a business valuation replace financial due diligence?
Usually not. A valuation may include financial analysis and normalization, but it is not automatically a full QoE review. If earnings reliability, accounting policies, working capital, customer concentration, or add-backs require detailed testing, the valuation scope should be expanded or paired with QoE or targeted financial due diligence.
7. Can a QoE report replace a valuation report?
No. A QoE report may support the earnings base, but it does not by itself estimate the value of the business or ownership interest. If a lender, buyer, shareholder, attorney, tax adviser, or owner needs a value conclusion or value range, a business valuation or business appraisal is needed.
8. How does QoE affect adjusted EBITDA?
QoE can support, challenge, or modify adjusted EBITDA by analyzing nonrecurring income and expenses, owner add-backs, related-party transactions, accounting classifications, revenue cut-off, working capital, and cash conversion. The valuation analyst should evaluate whether each adjustment is supported, transferable, recurring or nonrecurring, and consistent with the valuation method.
9. How does QoE affect a discounted cash flow valuation?
QoE can affect DCF inputs such as base-year revenue, recurring revenue, margins, working capital, capital expenditures, cash conversion, and forecast risk. It does not set the discount rate, terminal value, or final value by itself. DCF still requires a supportable forecast and reconciliation with other evidence where appropriate.
10. How does QoE affect the market approach?
QoE can affect the benefit stream used in the market approach, often EBITDA or revenue, and can reveal risk factors that affect comparability. However, a market approach still requires reliable market evidence, comparability analysis, enterprise value versus equity value analysis, and avoidance of unsupported multiples.
11. Does QoE matter under the asset approach?
Sometimes. The asset approach focuses on assets and liabilities, but QoE or targeted diligence can reveal receivable collectability issues, inventory problems, understated liabilities, working-capital needs, deferred maintenance, customer retention issues, and going-concern risks. Those findings can affect asset-based analysis and method weighting.
12. Is QoE the same as an audit?
No. A QoE report is not an audit opinion. Baker Tilly expressly distinguishes a quality of earnings study from an audit, and PCAOB auditing standards apply in the public-company issuer and broker-dealer audit context described by the PCAOB (Baker Tilly, 2022; Public Company Accounting Oversight Board, n.d.). QoE, audit, and valuation each have different objectives.
13. What documents are needed for both QoE and business valuation?
Common documents include financial statements, tax returns, general ledger detail, customer contracts, revenue schedules, add-back support, payroll records, working-capital schedules, debt schedules, leases, ownership documents, projections, and prior reports. Requests vary by company, industry, intended use, and engagement scope.
14. Should lenders and investors request both reports?
Often, yes, when both earnings reliability and value support are important. QoE helps evaluate the quality of earnings and cash flow. Valuation helps estimate the value of the business or ownership interest. Lenders and investors should define reliance, intended use, and report scope before ordering either service.
15. What is the biggest mistake when using QoE findings in a business appraisal?
The biggest mistake is treating QoE-adjusted EBITDA as value. A supportable business appraisal still needs selected valuation methods, risk and growth analysis, market or asset evidence where applicable, enterprise-to-equity adjustments, and reconciliation. Adjusted EBITDA is a useful input, not the final answer.
Conclusion
Quality of earnings and business valuation are complementary, not interchangeable. QoE helps determine whether earnings, adjusted EBITDA, revenue, cash flow, working capital, and related deal inputs are reliable. Business valuation estimates the value of the business or ownership interest under a defined scope, date, assumptions, standard or basis of value, and selected valuation methods.
For buyers, QoE can prevent overpaying for unreliable earnings. For sellers, QoE can reduce surprises and support a cleaner earnings narrative. For lenders and investors, QoE can improve confidence in cash flow and risk assessment. For owners, attorneys, shareholders, and advisers, valuation provides the value conclusion needed for planning, negotiation, financing, or dispute-related decisions.
The best result often comes from coordination. If the earnings base is uncertain, test it. If the value question matters, value it. If both matter, align the QoE scope and valuation scope before relying on either report.
References
AICPA & CIMA. (n.d.). Statement on Standards for Valuation Services (VS Section 100). https://www.aicpa-cima.com/resources/download/statement-on-standards-for-valuation-services-vs-section-100
Baker Tilly. (2022, March 25). Ten considerations in a quality of earnings study. https://www.bakertilly.com/insights/ten-considerations-in-a-quality-of-earnings-study
BDO USA. (n.d.). Due diligence. https://www.bdo.com/services/advisory/m-a-and-transaction-advisory/due-diligence
CBIZ. (n.d.). Sell-side quality of earnings: A critical part of due diligence. https://www.cbiz.com/insights/article/sell-side-quality-of-earnings-a-critical-part-of-due-diligence
CFA Institute. (n.d.). Evaluating quality of financial reports. https://www.cfainstitute.org/insights/professional-learning/refresher-readings/2026/evaluating-quality-financial-reports
Eide Bailly. (n.d.). Quality of earnings. https://www.eidebailly.com/services/advisory/transaction-advisory/quality-of-earnings
Grant Thornton Switzerland/Liechtenstein. (n.d.). Understanding quality of earnings. https://www.grantthornton.ch/en/insights/quality-of-earnings-in-ma-transactions/
Internal Revenue Service. (n.d.). IRM 4.48.4, Business Valuation Guidelines. https://www.irs.gov/irm/part4/irm_04-048-004
International Valuation Standards Council. (n.d.). International valuation standards. https://ivsc.org/standards/
Mercer Capital. (n.d.). Quality of earnings. https://mercercapital.com/services/transaction-advisory/quality-of-earnings/
National Association of Certified Valuators and Analysts. (n.d.). Professional standards and ethics. https://www.nacva.com/standards
Public Company Accounting Oversight Board. (n.d.). Auditing standards. https://pcaobus.org/oversight/standards/auditing-standards
The Appraisal Foundation. (n.d.). USPAP. https://appraisalfoundation.org/products/uspap
The Bonadio Group. (n.d.). Common quality of earnings adjustments. https://www.bonadio.com/article/common-qoe-adjustments/
U.S. Securities and Exchange Commission. (n.d.-a). Beginners’ guide to financial statements. https://www.sec.gov/about/reports-publications/beginners-guide-financial-statements
U.S. Securities and Exchange Commission. (n.d.-b). Non-GAAP financial measures. https://www.sec.gov/rules-regulations/staff-guidance/corporation-finance-interpretations/non-gaap-financial-measures