
Deal Diligence · Sell-Side & Buy-Side
Quality of Earnings led by a CPA, with an operator’s read.
LIMESTONE provides fixed-fee buy-side and sell-side Quality of Earnings (QoE) for businesses typically earning $500K–$5M in EBITDA. Ryan Anoskey, CPA, leads the financial analysis, while Jared Luegers, CFA, adds an operating perspective informed by investment research, acquisitions and operating experience.
Every QoE includes both perspectives. Deeper operational or market diligence is separately scoped. QoE Lite starts at $7,500.
three numbers
Why test the earnings before closing, and who tests them.
100+
Quality of earnings reviews
Ryan Anoskey, CPA, has completed more than 100 quality of earnings reviews, buy-side and sell-side, across his professional career. Each LIMESTONE engagement is tailored to the transaction and its agreed financial diligence scope.
32%
Of banker-led sales never close
The median share of banker-led sale engagements that ended without a closed deal, in Pepperdine’s 2026 Private Capital Markets Report. The gap between the buyer’s price and the seller’s expectation was the cause cited most often.
11 to 20%
The usual price gap on a failed sale
When a banker-led sale failed, the gap between the buyer’s price and the seller’s asking price most often ran 11 to 20 percent, in the same Pepperdine survey.

Why Operators
The report tests what the records support. The operating read says where to look next.
Every report ends with what to do next: what each finding means for the deal, and whether it can be fixed before close. If you want help with the fixes, we can stay on to do the work.
One example: the one-time consulting fee that turns up in all three years. Nobody is lying; they just never had a reason to look.
That’s the pairing you hire: the CPA who has been the buyer’s reviewer, and the CFA who led strategic initiatives at a portfolio company through its $190 million sale. Ryan leads the work and tests the numbers. Jared judges whether they hold once the owner steps back.
The Buyer’s-Eye Read
What the financial review tests.
Proof of cash
LIMESTONE reconciles recorded cash activity against available bank statements and financial records within the agreed scope. Bank statements are the hardest thing in a deal to dress up, and the proof of cash is the first test a serious buyer runs.
The add-back test: real, provable, defensible
Every add-back has to clear three gates. Real: the cost is non-recurring, personal or restated to a market rate, so it does not go forward with the business. 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. We test any customer above 15 to 20% of revenue. SBA sets no concentration threshold for the quality of earnings; its one number is in the Working Capital CAPLine rules, where one customer’s receivables above 20% of the total should not count in the borrowing base unless an exception applies.
Net working capital peg
The quiet deal-killer, and the gas you’re expected to leave in the tank at close. LIMESTONE analyzes working capital at every tier and, from Core up, supports a proposed peg with the testing behind it before you sign. The definitive peg and the true-up are terms the parties negotiate in the purchase agreement.
WHAT IT COVERS
What a QoE answers, and what it doesn’t.

IF YOU’RE BUYING
Everything you know about this business came from the person selling it.
The memo, the add-back schedule, the explanation for why last year was soft: all of it was assembled by someone with a reason to make it look good. LIMESTONE reads the numbers the way a skeptical lender would and tells you what we find while there’s still time to use it: what’s real, what’s padded, what working capital will cost on day one, and whether the earnings leave with the owner. If a lender is relying on the report, we build it to that standard.
On an SBA loan every owner of 20% or more guarantees the debt personally, and the report is a small cost against that.

IF YOU’RE SELLING
Run the exam on yourself before the buyer does.
A sell-side review is the trial run for the buyer’s diligence. LIMESTONE stages your data room, pressure-tests the numbers, and surfaces what a buyer would flag while there’s still time to fix it and while the cards are still in your hand. The two deal-killers are time and surprise, and both are removable. A document you can turn around in a day signals a real business. Weeks signals something else.

THE SECOND QUESTION
The seller’s numbers are history. Whether they hold for a new owner is a different question.
Where a financial scope stops, our Operational & Market Diligence keeps going: owner dependency, concentration tested customer by customer, bench depth, and on buy-side deals, where the seller allows contact, reference calls to the customers themselves. Where they don’t, we record the limitation and weigh it in context. The Quality of Earnings answers the first question, are the earnings real. Operational & Market Diligence answers the second, do they survive the handoff.
The Multiple Math
A rejected add-back can move the price at the multiple.
How It Works
We work from before the letter of intent to after the close.
01
Before the LOI
A 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, and if you add it, Operational & Market Diligence with customer calls. Buy-side or sell-side.
03
After close
How We Quote
One fixed fee, agreed before work starts.
LIMESTONE scopes on a short call and comes back with one fixed fee, usually within a business day. It goes in writing before work starts and does not move unless you ask. Anything outside it is priced and approved first, never absorbed quietly.
The partners who scope the work are the ones who do it.
Not ready for a full review? Plenty of what we see does not need one: an offer on the table, a CIM you are reading, a straight answer on whether a deal is worth chasing. Tell us the question and we will quote one fee.
What You Receive
Three deliverables: the report, the Financial Exhibit Book and the client Excel workbook.
The Report. The written conclusion, section by section, in prose. It states what we found and what it means, and it is the only one that carries our conclusions.
The Exhibit Book. The evidence: an executive dashboard, then one exhibit per page in the same order as the report. Every page names the tab in the workbook its figures came from.
The Workbook. The client Excel workbook behind the package, at the tier’s depth, so you or your advisor can trace its figures to their source.
How We Communicate
You will never wonder where this stands.
A written update every week, and a call whenever it needs one. You see the draft before anyone else does. We call you the day before the readout, so nothing in it is a surprise. If a finding affects price, you hear it by phone before any draft, with the evidence and its size. What you do with it is your call.
How We Use AI
Software helps organize data. Partner judgment drives the findings.
AI takes the repetition out of the routine work, and Crunchafi standardizes three years of a target’s ledger in days. That time goes into the analysis and the calls. The opinion stays human, and you own your data.
Scope
Scope follows the books, the lender and the deal stage.
See The Actual Work
Read a whole report before you hire anyone. Including us.
The Lite report. Buy-side or sell-side.
LIMESTONE’s Lite report is ten pages buy-side and eleven sell-side: the walk from the tax return to Adjusted EBITDA, the add-back register with the declined items shown, the proof of cash, the working-capital peg and the verdict on whether the earnings hold. Enough to judge whether the work is any good.
Opens in your browser. No form, no email required.
The Full report and its Exhibit Book.
The complete Full report, twenty pages, with the Exhibit Book behind it, forty-six pages, for your side of the table. We send them by email so we know where they went. Hoosier Supply Co. is our sample company; the analysis, the exhibits and the standard are exactly what a client receives.
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