For self funded searchers and small acquirers. No letter of intent required.
Find out if the deal pencils before you start the clock.
Send the listing and the seller's numbers. In 3 to 5 business days a CPA builds your deal the way an SBA lender will read it, writes up what the listing is and is not telling you, and gives you one answer: proceed, renegotiate at a specific number, or walk. $499 per deal, credited in full against your quality of earnings fee if you go forward on that same deal.
A licensed CPA firm
Over 200 quality of earnings reports completed
Buy side and sell side
Construction, healthcare, manufacturing, services, SaaS and ecommerce
Roughly 20 SBA 7(a) lender relationships
Why deals die
Most deals die long before diligence, and not over the asking price.
An owner sends you three years of tax returns and three years of P&Ls and you are supposed to know what to look for. The story says the business is doing great. The numbers do not quite agree with the story. And most of what gets listed is nowhere near what it advertises, so the real job is filtering fast enough that you do not lose weeks of your own time on a deal that was never going to fund.
By the time a quality of earnings would have caught it, you have already spent the money and the time. Most of these deals never pencil out far enough to reach that stage at all.
What you need before you sign anything
An asking price, a growth story, and an earnings figure someone else prepared
Three years of statements and returns that do not tie to each other
EBITDA, adjusted EBITDA, SDE, net income and cash flow used as if they were the same number
No capital stack, no debt service, no coverage ratio
Nobody to check your work, so when something does not add up you cannot tell whether it is the deal or you
What you need before you sign anything
The all in number you are really funding, not the sticker price
The multiple you are actually paying on adjusted earnings
Whether the loan clears the coverage ratio a lender will test
What the seller note and each equity level do to that ratio
What the business pays you after the bank is paid and after you have paid yourself
A straight answer from someone with no stake in whether you close
The deliverable
Four things, 3 to 5 business days, $499.
A named product with a fixed scope, a fixed turnaround and a fixed price. Not an estimate, not a preliminary look, and not the opening move of a quote.
A one page deal model, in Excel
Built from the listing or CIM and the seller's stated numbers. All in deal size, the real multiple, the capital stack, annual debt service, coverage, and what the deal pays you.
A written review of the listing
A plain read on the CIM or the listing itself. What we like, what we do not like, and the red flags we would want answered before a letter of intent goes out.
A written verdict
Proceed, renegotiate at a specific number, or walk away. One of the three, in writing. Never a range and never a maybe.
The CPA who built it, in writing
We do not send the workbook and wish you luck. A CPA walks the page with you line by line and says the findings out loud.
Inside the model
Every line on the page.
One page, because a fifty page booklet at this stage is the wrong instrument. Here is the whole thing.
What you are actually funding
Purchase price
The number on the listing, and where real estate sits inside it.
Working capital
The cash the business needs on day one to run without a shortfall. If it earns what it earns because of the inventory it carries, you are buying that inventory too. Any day one capital spend belongs in this line. The model does not carry a separate capital expenditure row and we will not promise you one at this price.
Closing costs
The SBA fee plus legal, accounting and diligence.
All in deal size
The total you are financing, which is almost never the asking price.
What you are paying for the earnings
Adjusted SDE or EBITDA
Ideally the average of the last two years, because that is the window a lender tests. Not a projection.
The real multiple
Purchase price over adjusted earnings. This is the multiple you are paying, which is often not the multiple in the listing.
Post acquisition buyer compensation
The salary a lender will accept you taking out of the business. It comes out before the coverage ratio is calculated, which is the step most listings skip.
You Stay In Control
Live numbers on demand, plus a hHow it gets funded
SBA 7(a) loan
Percentage and dollars, the rate, and the amortization. Real estate inside the loan changes the amortization and we weight it rather than assuming one term.
Seller note
Percentage and dollars, the rate, the term, and whether putting it on full standby is worth structuring for.
Equity injection at three levels
Your cash at 5, 7.5 and 10 percent, so you can see what each one does to the deal before you have to choose.
Stack check
A hard check that the three pieces sum to 100 percent of the all in number.eads-up on what to act on before it becomes a problem.
What it costs to carry, and what is left
Annual debt service on each piece
What the SBA loan costs every year, what the seller note costs, and the total the business owes before it owes you anything.
DSCR
The debt service coverage ratio, tested against the 1.35 a lender wants to see.
Coverage with the note and without it
A seller note on full standby for 24 months generally does not count against the ratio the lender tests, so you see the deal both ways and know what you are signing up to pay when it kicks in.
Free cash flow to you
What the business puts in your pocket after debt service and after your own salary. That is the headline number and it is the one the listing never gives you.
The written review
What we read in the listing, and what we would ask before you sign.
The model tells you whether the deal funds. The written review tells you how much to trust the document you built it from. Every review says plainly what we like, what we do not like, and what we would want answered before a letter of intent goes out.
What we like, said out loud
Earnings that hold their shape across every year presented
Add-backs that are genuinely gone once you own it
An owner willing to carry a note, which is the cheapest signal of confidence there is
Customer and supplier concentration that will not frighten a credit committee
A stated reason for selling that the numbers actually support
What we do not like, said just as plainly
Earnings that only work in the year the seller chose to lead with
A growth story doing the job the earnings should be doing
Adjustments with no explanation attached to them
Concentration, lease, licence or key person risk the document skates past
Anything in the document that contradicts something else in the same document
Five words for one number
EBITDA, adjusted EBITDA, SDE, net income and cash flow sound alike and are five different figures. Which one the asking price is a multiple of changes what you are paying.
Add-backs that are not going away
An expense the next owner still has to pay is not an add-back. At a 4x multiple, every dollar added back this way is four dollars of purchase price.
Owner pay removed with nobody replacing the work
If the owner runs operations, the cost of whoever replaces them belongs in the earnings. So does the salary you are going to take.
Entities consolidated in a flattering direction
When two related companies get combined, revenue from one can survive while cost from the other quietly does not, and profit goes up without anything having improved.
Working capital treated as free
The inventory and the receivables that produce the earnings are funded on day one, by you. Left out of the listing, they come straight off your coverage ratio.
No seller note on the table
Lenders like to see the seller keep skin in the game. When none is offered, the question worth asking is why not, and we will tell you how to ask it.
The verdict
Then a CPA tells you what to do about it.
A model without a recommendation is homework. Every review ends in one of three answers, in writing, with the reasoning attached.
Answer one
Proceed
The numbers clear the coverage floor with room. Here is the letter of intent you can defend and the terms worth holding on to.
Answer two
Renegotiate at a specific number
Not a range and not a feeling. The price, the note structure, or the injection that brings this deal to a ratio that funds.
Answer three
Walk
The gap is structural. Here is what would have to be true for it to work, and why it is not true on this deal.
Every review includes direct written access to the CPA who built it, to answer what a spreadsheet cannot. Nothing to schedule, and the answers are in writing so you can forward them to a lender or a partner.
Read this before you buy
What this is not.
This is not a quality of earnings report. At this stage we are not verifying the seller's numbers against bank statements, tax returns or the general ledger. We take what the seller says the business earns and tell you whether the deal works if that number turns out to be true.
That is a different question from whether the number is true. It is far cheaper to answer, and it is the right question to answer first, because there is no reason to verify earnings on a deal that fails the coverage ratio even at the seller's own figures.
It also means the seller does not have to do anything. No data room access, no document requests, no awkward ask before you have even made an offer. Everything we need, you already have.
We will tell you when the numbers look wrong. We will never tell you they have been verified, because at $499 they have not been. If the deal clears this bar, verification is the next step, and we do that work too.
Your side of it
What we need from you.
Three things, all of which you already have. If you have less than this, send what you have and we tell you inside a business day whether it is enough to run.
One
The listing or the CIM
Whatever the broker or the seller has given you. A listing page is enough to start the conversation.
Two
Two to three years of P&L and tax returns
The financials behind the asking price. Two years is the minimum a lender will test against.
Three
The asking price and any terms discussed
Including anything the seller has said about a note, a hold back, or staying on after close.
How it works
Three steps and 3 to 5 business days.
The 3 to 5 business days start when your documents land, not when you fill in the form.
Send the deal
Fill in the short form below with the deal link or the asking price. We reply with a secure upload link and the payment link, and confirm exactly what we need before anything is charged.
We build the page
A CPA builds the model on your target, runs the capital stack and the coverage ratio at each equity level, reads the listing properly, and writes the verdict.
You get all four
The one page model, the written review of the listing, the written proceed, renegotiate or walk, and a CPA on the phone to take it apart with you.
Where this sits
One rung on a ladder, not a package you get stuck in.
We do this work on businesses well under a million dollars in revenue, which is smaller than most diligence engagements are built for.
Before the LOI
Pre-LOI Deal Review
$499 per deal
Does this deal deserve a letter of intent? The seller's numbers taken as stated, and a straight answer on whether it works if they are true.
Once you are under LOI
Verification
Priced off the size of the purchase
Now we check whether the numbers are true, against bank statements, tax returns and the general ledger. You get the number in writing before you decide anything, and there is no obligation to go up a rung.
The $499 credits in full against the quality of earnings fee if you engage us on that same deal.
Before you send it
Questions buyers actually ask.
The expensive version is the deal that dies after you have signed, started diligence and paid a lawyer.
The larger diligence and closing costs later in the process are a different conversation, and it is a conversation worth having with your lender once you have a deal worth financing. We will tell you what we are seeing lenders accept, and if you want introductions to lenders, that part is free. Be aware of why it is free: the bank compensates us when a loan we referred gets originated. You should know that before you take the introduction.
If the stated number is wrong, the model is wrong in the same direction, and the written review flags every place we think that risk sits. That is precisely why the next rung is verification. What this review tells you is whether the deal is worth verifying at all.
Also because it credits back in full against the quality of earnings fee on that same deal, so if you go forward with us it has cost you nothing. And because the buyers who get a straight answer early tend to come back with the next deal.
We have no stake in whether you close. We do not broker transactions and no part of our fee depends on the deal happening.
Send us the deal.
$499. 3 to 5 business days. The model, the written review of the listing, the written verdict, and written access to the CPA who built it.
No letter of intent required and no retainer
We confirm the fee and the file list before anything is charged
The $499 credits in full against the QoE fee on that same deal
The seller never has to be involved
Your deal stays between you and the CPA who runs it
Three fields. We reply the same business day with the upload link.
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