Deal Diligence · Sell-Side & Buy-Side
Quality of Earnings, done by operators.
Prove what a business really earns before the deal is on the line. On the sell side, get ahead of the retrade before you list. On the buy side, know what you are buying before you wire. Operator-grade, independent, and built for lower-middle-market Indiana deals, roughly $500K to $3M EBITDA (up to about $30M in revenue). It is our sweet spot, not a hard limit; if your deal is near the edges, ask.
three numbers
Why this work exists, and why sellers who skip it pay for it.
100+
Buyer-side reviews
Quality of Earnings reviews Ryan (CPA) has run from the buyer’s side. He knows what the other team looks for, because he has been it.
~1 in 3
Signed LOIs never close
Diligence findings are the leading cause. A clean, defensible earnings picture keeps you off that list.
(Industry, directional.)
~90% vs ~50%
Who gets a sell-side QoE
Around 90% of PE-backed sellers commission one before going to market. Barely half of founder-led sellers do. That gap is the opening.
(GF Data / industry, 2025.)
Why Operators, Not Box-Checkers
A report tells you what happened. We tell you what to do about it.
Most reviews at this deal size come back as a checklist, and a buyer reads it and still does not know if the earnings are real, or what to do if they are not. We run the numbers the way a skeptical buyer does, then we go further: we have actually run businesses, so we can tell you which problems are fixable, which ones move the price, and which ones kill the deal.
Ryan has run more than 100 of these from the buyer’s side. Jared has run operations through a $200M sale. You get both lenses on your deal: the numbers, proven, and the judgment on whether they hold.
The Buyer’s-Eye Read
What a buyer actually checks, and what we find first.
Proof of cash
We tie every dollar you claim you made to the bank account. Bank statements do not lie, and it is the first thing a serious buyer runs.
The add-back test: Real, Provable, Defensible
Every add-back has to clear three gates. Real: it is not a true go-forward cost, it is non-recurring, personal, or restated to a market rate. Provable: a statement or contract backs it. Defensible: you can explain it to a skeptical buyer out loud. Fail one, it comes off. No source, no add-back.
Revenue quality & concentration
Recurring versus one-off, and who your top customers really are. Concentration is one of the first things a buyer discounts for, and a lender may flag a single customer over 15 to 20%.
Net working capital peg
The quiet deal-killer, and the gas you are expected to leave in the tank at close. We nail the peg before you sign, so you do not get a surprise repayment demand 90 days after the wire clears.
A smaller number we can defend beats a bigger one that collapses three weeks into diligence.
Scope, Straight
What a QoE answers, and what it doesn’t.
A Quality of Earnings review proves whether the profit being bought or sold is real, provable, and still there once the owner’s personal spending is stripped out. It ties reported revenue to the cash that actually landed, tests every add-back against the evidence, and sets the working capital you will need on day one. It answers what the business earns. It does not tell you what it is worth, and it is not a legal, tax, or operational review. Where your deal needs those, we say so and point you to the right people. Everything is scoped in writing before you commit, including what is not included.
Buying with an SBA loan? You are personally guaranteeing that debt. A QoE is the cheapest risk protection in the whole deal: it is how you find the problem now, at your desk, instead of after the wire clears.
The Other Half
A QoE is historical by design. Testing whether it holds is separate work.
Where a financial scope stops, ours can keep going: owner dependency, concentration tested rather than tabulated, bench depth, and on buy-side deals, reference calls to the customers themselves. That is the operator read, a separate scope that runs alongside this one. Most buyers at this size take both.
Diligence Yourself First
Run the exam on yourself before the buyer does.
On the sell side, a QoE is the trial run for the buyer’s diligence. We stage your own data room, pressure-test the numbers, and surface what a buyer would flag while there is still time to fix it and while you still have leverage. The two deal-killers are time and surprise. Both are removable. A document you can turn around in a day signals a real business. Weeks signals the opposite.
The Multiple Math
Why this pays for itself, many times over.
Price is roughly adjusted earnings times a multiple, so every dollar that moves in diligence gets multiplied. At a 6x multiple, $200,000 of add-backs a buyer rejects is more than $1.2M off the price. Catching those threads first, on your schedule, is worth many times the fee. Illustrative, never guaranteed.One more distinction that matters: the price is set on earnings, but your take-home is set by what survives the QoE and the working-capital true-up. We protect both.
How It Works
Before the LOI. During diligence. After the close.
01
Before the LOI
A fast Red-Flag Review flags the deal-breakers before you spend on a full QoE. Screening several deals at once, or getting ready to list? Start here.
02
During diligence
The full Quality of Earnings, plus operational and commercial diligence and the customer calls. Buy-side or sell-side.
03
After close
The operator who ran your diligence does not disappear. If you want, we stay on to help run what you bought.
Standard turnaround about three weeks from complete data. We reply to every inquiry within one business day.
Field Guides & Whitepapers
Institutional guides, free to read.
Downloadable, plain-spoken guides for owners and deal teams. Built to the standard of the ones the big firms hand their clients.
Fees
Fixed-fee, and priced for the deal.
One fixed fee, quoted as a single number up front after a short scoping call, so you know the cost before you commit. No meter running, no surprises. Three scopes, smallest to largest:
Red-Flag Review. A fast, pre-offer screen of the deal-breakers.
Quality of Earnings. The full buyer’s-eye read, buy-side or sell-side.
Deeper scopes. Full revenue quality, net working capital, and a diligence risk matrix, for larger or more complex deals.
Final fee depends on the complexity of the books and the scope. Tell us the deal and we send a scoped number, usually within one business day.
What You Receive
A verdict on one page, and the work behind it.
A plain-English findings readout, the normalized SDE and Adjusted EBITDA bridge from the tax return, the tested add-back schedule (including the ones we reject), the proof-of-cash reconciliation, a revenue and concentration view, and the supporting databook. Ask for a redacted sample and we will show you the format.
AI, plainly
AI handles the repetition. The judgment is ours.
We use AI to speed up the routine work so our people spend their time on the analysis and the calls that matter. The opinion on your deal is human, an operator and a CPA. And you own your data. No lock-in.
Scope & Fees
Four scopes. You should know which one you need before you call.
Every engagement is fixed-fee and quoted as one number after a short call. The table is here so you can walk in and say “I need a Core” instead of guessing what a diligence firm is going to charge you.
QoEs start at $7,500. Where you land depends on scope, not on how badly we want the work. Tell us the deal and we send one number, usually within one business day. Need the operating half as well? That is the operator read, and it runs alongside.
See The Actual Work
Read a real report before you hire anyone. Including us.
The light sample
A redacted excerpt: the earnings bridge, the add-back register with rejections shown, and the working-capital exhibit. Enough to judge whether the work is any good.
Opens in your browser. No form, no email required.
The full sample report
The complete redacted report, exhibits and all. We send this one by email so we know where it went, because it is a real client’s business with the names taken out.
One field, because nine fields is how firms lose two thirds of the people who wanted the thing. We do not sell the list and we do not put you on a drip.
get started
Know what a buyer will find, before they do.
Send us the deal. We will tell you which scope fits and what it costs, usually within one business day. If we are not the right read for it, we will say so.