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Insights

Straight talk for owners and dealmakers.

What we have learned testing earnings and running businesses, written for the people who buy, sell, finance and lead lower-middle-market companies.

Start here

If you read three things.

Quality of Earnings

One add-back, priced

Illustrative · five times earnings

An add-back is priced at the multiple: $100,000 of adjusted EBITDA moves the indicated value $500,000.
Add-back claimedAdjusted EBITDA
$100,000
× 5.0the deal multiple
Indicated value it movesFive times the add-back
$500,000
The add-back, $100,000Each block, $100,000 of indicated value
5.0x
every dollar of adjusted EBITDA carries the multiple
The readAccept it and the indicated value moves $500,000 before negotiation, terms and financing come into it. Strike it and the value moves the same distance the other way. The report tests every add-back and shows the rejected ones beside the accepted ones.

From Add-Backs, and the Earnings a Buyer Is Actually Paying For, Ryan Anoskey, CPA, 10 August 2026. Illustrative multiple.

Ryan Anoskey, CPA · 14 September 2026 · 18 min read

What level of quality of earnings does a deal under $3 million need?

Forty-six tests at full scope, about twelve at $2 to $3 million. The ladder by deal band, with fees, the clock, and what each tier does not test.

Ryan Anoskey, CPA · 30 August 2026 · 11 min read

What a quality of earnings report costs

What sets the fee: scope, the condition of the books and who does the work. And when you should not buy one at all.

Jared Luegers, CFA · 14 August 2026 · 10 min read

What a quality of earnings report won’t tell you

A quality of earnings report proves last year’s profit was real and that the add-backs hold up. It cannot prove the customers stay, that the business runs without the seller, or that the profit survives the day you take over. Those are the risks that break deals after close.

Ryan Anoskey, CPA · 10 August 2026 · 4 min read

Add-backs, and the earnings a buyer is actually paying for

Above-market pay, personal spending and related-party rent usually clear; growth spending, deferred maintenance and a manager who will have to be replaced usually do not. Where the line falls, and why two buyers can draw it differently.

Ryan Anoskey, CPA · 12 September 2026 · 10 min read

Are the earnings real? Testing a seller’s add-back schedule

The three gates an add-back has to clear, a tested register showing the three that failed, and the earnings ladder from the filed tax return upward.

Ryan Anoskey, CPA · 14 July 2026 · 5 min read

What a buyer’s quality of earnings review actually checks

There are two numbers in every sale of a business: the earnings you report, and the earnings that survive a buyer’s review. A buyer tests four things: your real provable earnings, whether the revenue repeats, whether the bank statements match the books, and the working capital the business runs on.

Buying a Business & SBA

The $3 million line

SBA 7(a) · applications from 1 October 2026

At a business purchase price of $3 million or more the lender must obtain the report; the price is measured before equity and seller debt, with owner-occupied real estate taken out.
The deal
The test
Against the line
A $3,600K deal carrying a $900K buildingThe owner-occupied building comes out at its appraised value.
The test3,600(900)=2,700
Under the line
A $3,400K business bought with $1,000K downMeasured before buyer equity and seller debt.
The test3,400The down payment does not reduce it.Over the line
The lineBusiness purchase price on an initial acquisition or business expansion.
The test3,000
3,000
business purchase price at or above which the lender must obtain the report
The readBelow the line the rule does not attach, and whether the lender asks for a quality of earnings is its own policy. At or above it, the report is the lender’s, and a report you commissioned counts only after one of the lender’s approved vendors has reviewed it.

$ in thousands. From The QoE You Already Paid For May Not Count, Ryan Anoskey, CPA, 30 August 2026, and the SBA Quality of Earnings page. SOP 50 10 8.1.

Ryan Anoskey, CPA · 12 September 2026 · 12 min read

The loan decides the price more than the multiple does

From 1 October, on a 7(a) acquisition or expansion of $3M or more, the lender must use the QoE earnings in the coverage test. The arithmetic at every loan size.

Ryan Anoskey, CPA · 30 August 2026 · 10 min read

Who orders the QoE on an SBA deal, and when yours counts

Under SOP 50 10 8.1 the lender must have a quality of earnings report, a seller’s report never counts, and since 25 September yours can count if the lender elects to have one of its approved vendors review it. What that means for a report you already paid for.

Ryan Anoskey, CPA · 30 August 2026 · 14 min read

What the SOP leaves out, and SBA said anyway

What Appendix 15 of SOP 50 10 8.1 requires on a 7(a) acquisition, category by category, after SBA’s 25 September update, and the one point where SBA’s notice and the SOP text still differ.

Ryan Anoskey, CPA · 30 August 2026 · 8 min read

What a lender needs to see before they will fund

Underwriting stalls on numbers that cannot be tied to a source document. What an SBA credit file actually requires, using SBA’s own arithmetic.

Jared Luegers, CFA · 12 September 2026 · 11 min read

Will the earnings hold? Concentration, reference calls and revenue character

No threshold when SBA tests the earnings, a 20 percent default when it lends against the invoice. The reference-call protocol, published in full.

Ryan Anoskey, CPA · 12 September 2026 · 13 min read

A working capital peg can be calculated correctly and still be wrong

Computed against tested, the four peg methods, how a working capital true-up works on a 7(a) deal, debt-like items and the tax that survives an asset purchase.

Operating & Post-Close

The five seats

From the article’s worked example

Three of the five seats run through the owner, and none of the three has a successor.
SeatHeld bySuccessor
Revenue and key accountsOwner, 28 yearsNone
Pricing and estimatingOwner, split with the estimatorNone
Purchasing and vendor programsOwner, 28 yearsNone
Office and operationsOffice manager, 6 yearsNone; the warehouse lead covers a week
Books and closeBookkeeper, 20 hours a weekNone internal; the outside accountant can backfill reporting
3 of 5
seats owner-held, none with a successor
The readAfter the close, those three seats belong to the new owner. The question for the first hundred days is which one to hand off first, and to whom.

From Three of the Five Seats Are Owner-Held, and None Has a Successor, Jared Luegers, CFA, 12 September 2026. The worked example, Hoosier Supply Co., is our sample company.

Jared Luegers, CFA · 12 September 2026 · 11 min read

The five seats an owner holds, and who is named behind each one

How to map the five seats a business runs on, test the bench behind each one, and write the transition taper so a buyer knows what breaks in the first month.

Jared Luegers, CFA · 30 August 2026 · 8 min read

What an operating partner actually does after the close

Some changes after a close are forced on you and some you choose; sorting them is what makes a 100-day plan work.

Preparing to Sell

Where the money goes

Illustrative · $ in thousands

Three ordinary findings take $1,530K off a $15,000K letter, and two of them arrive after the price is agreed.
Letter of intent$3,000K of adjusted EBITDA at 5.0x
15,000
One add-back reversed$240K of earnings, times five
(1,200)
Price after the reviewSame multiple, lower earnings
13,800
Working capital below the pegSettled 60 to 120 days after closeAfter the price is agreed
(150)
Items treated as debt at closeAccrued bonuses, customer depositsAfter the price is agreed
(180)
What the seller keepsBefore escrow, tax and fees
13,470
(1,530)
off the letter, from findings the owner’s books already knew
The readA sell-side review before market surfaces each one in time to fix it or price it in advance.

From The Retrade: How the Price Moves After the LOI, and What Stops It, Ryan Anoskey, CPA, 22 September 2026. Illustrative; the multiple is held at 5.0x.

Ryan Anoskey, CPA · 20 October 2026 · 16 min read

Getting your dental practice ready to sell: what a buyer’s QoE checks

Two dental practices with the same collections can sell for very different prices. What a buyer’s quality of earnings checks, how a DSO prices a practice, and the fixes that raise the price two years out.

Ryan Anoskey, CPA · 22 September 2026 · 10 min read

The retrade: how the price moves after the LOI, and what stops it

The five findings that move the price after the letter of intent, which two arrive after the price is agreed, and what an owner one to two years out can do about them now.

Jared Luegers, CFA · 3 July 2026 · 9 min read

How to increase the value of your business before you sell

You raise what a business is worth by making it less dependent on you and more certain for a buyer. Five levers do most of that work: clean numbers, a business that runs without you, a real second-in-command, a clear growth story, and books you could open tomorrow.

Jared Luegers, CFA · 26 June 2026 · 5 min read

Two owners. Same profit. Very different price.

Two owners sold the same year with profit within rounding distance of each other, and walked away with very different checks. The higher price went to the owner whose earnings a buyer could prove and expect to keep after the sale, and an owner controls both.

Strategic Finance

Which seat is missing

Four questions, in order

Answer four questions in order; the first yes names the seat.

Are the books late, or do they not tie?

ThenController

Are the numbers reliable, and the business still cannot see cash ahead or decide on capital?

ThenCFO

Is the plan clear, and does execution still run through the owner?

ThenOperating partner

Both of the last two?

ThenBoth seats, numbers first

The readRevenue is the wrong trigger for any of the three; hire for the job that needs doing.

From You were told you need a CFO. You may need a controller instead, Jared Luegers, CFA, 18 September 2026.

Jared Luegers, CFA · 18 September 2026 · 11 min read

You were told you need a CFO. You may need a controller instead.

Many of the owners who ask us for a CFO need a controller first. What each seat fixes, how deep it sits in the management team, and what it costs to hire the wrong one.

Jared Luegers, CFA · 8 April 2025 · 11 min read

Building an RIA corporate development program

Before an RIA buys anything, it needs a corporate development function: a clear strategy, capital lined up, a repeatable way to source deals, real diligence, and a plan for integration.

Jared Luegers, CFA · 25 March 2025 · 11 min read

What drives RIA valuation

Valuation in the RIA space comes down to what buyers will pay and why. Organic growth, margin discipline, client age, niche expertise and team depth move the number more than headline AUM, and the multiple shifts sharply across the size spectrum, with mid-tier platforms drawing the strongest interest.

Jared Luegers, CFA · 17 March 2025 · 6 min read

The RIA CFO role: from cost center to value driver

As an RIA scales from $200 million to $2 billion in AUM, finance has to stop being a back-office cost center. The modern CFO partners with the CEO on capital, pricing and growth decisions, using current data to decide.

Field guides

Two guides, free to read.

Downloadable, plain-spoken guides for owners and deal teams, written for lower-middle-market transactions.

The Monroe County Courthouse in Bloomington, Indiana, in late light.

Field Guide

Bought, Not Sold

The owner’s guide to the five things a buyer scores before they pay, with an honest self-assessment. Read it in full on the site, or download the printed edition.

An Indiana limestone quarry with sawn blocks squared and stacked across the quarry floor, and derrick cranes and a cutting rig working the far wall.

Field Guide

Due Diligence for the Self-Funded Buyer

The five questions a self-funded buyer answers before signing an SBA 7(a) deal, in the order the money is spent. Read it in full on the site, or download the printed edition.

More guides are on the way. Want one we have not published yet? Ask us.

Selected Work

What the work looks like.

An illustrative walk-through shows the format and the kind of read we deliver.

Illustrative case

An illustrative acquisition analysis: the 23% customer problem.

An illustrative buy-side diligence example showing how concentrated revenue and earnings adjustments can affect acquisition risk. Hoosier Supply Co. is our sample company, and no transaction took place.

A Quick Self-Check

Twelve questions a buyer will ask before you sell.

If you can answer these cleanly, you are closer to ready than most. If a few make you wince, that is your punch list, and better to find it now than at the closing table.

If you, or your key person, were gone for a month, what would break?

Can you tie every dollar of profit you claim to the bank account?

Which add-backs could you defend to a skeptical buyer, out loud?

What share of revenue rides on your single biggest customer?

How much of the revenue recurs, versus starts from zero each year?

Who makes the day-to-day decisions when you are not there?

Is the plan written down, or is it in your head?

Could you raise price 10% and keep nearly every customer?

Do the monthly numbers close cleanly, and on time?

What is the business actually worth, and what would you net after the deal?

Who are the two or three most likely buyers, and why?

What will you do the day after the check clears?

get started

Talk it through with both partners.

A thirty-minute call with both partners, then one fixed fee in writing.