By the time a deal reaches an LOI, most buyers have looked hard at the top line. Fewer have looked hard at whether the earnings are real. A Quality of Earnings review isn't about catching fraud. Most sellers aren't hiding anything. It's about understanding what's actually recurring, what's a one-time event, and what's been quietly adjusted to make the business look more profitable than it consistently is. A few things a QoE typically surfaces: Revenue that was pulled forward or delayed around year-end to hit a number One-time gains (an asset sale, a insurance payout) sitting inside "normal" earnings Add-backs that got generous. Personal expenses are common, but so is optimism Working capital swings that change what cash actually shows up post-close Customer or vendor concentration that wasn't obvious from the CIM alone None of this means walk away. It means walk in with real numbers instead of the seller's numbers. The buyers who skip this step usually aren't being reckless. They're trying to save time and money late in the process, right when both feel scarce. That's exactly when it matters most. Question for the group: for those who've done a QoE, was there ever a finding that actually changed your offer?