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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.

A worker moving a pallet down the aisle of an industrial workshop, tooling and stacked pallets either side.

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.

Where a Quality of Earnings stops

Scoped in writing

What it answersOurs, and the whole job
  • What the business actually earns
  • Proof of cash, tied to the bank
  • Add-backs tested against the three gates
  • The owner’s personal spending stripped out
  • Every figure traced to a document
What it does notWe say so, and name who does
  • An audit, or any form of assurancea different engagement, under different standards
  • What the business is worththat is a valuation
  • Whether the contracts and liabilities holdthat is legal and tax work
One more questionOurs too

Every QoE includes an operator’s read of the risks behind the earnings, such as owner dependence and customer concentration, within the fixed fee. Operational & Market Diligence, with seller-authorized customer calls, is scoped on its own and can run alongside any tier.

WHAT IT COVERS

What a QoE answers, and what it doesn’t.

A Quality of Earnings principally tests the reliability and normalization of historical earnings and related financial matters. It also identifies limitations and questions that may call for other diligence; it cannot establish whether demand, customers or competitive economics will remain unchanged.
Two managers in high-visibility vests walking the floor of a modern manufacturing plant.

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.

A page from the sample Exhibit Book. Hoosier Supply Co. is our sample company.

Hoosier Supply Co.·Exhibit Book
SAMPLE
Exhibit 1.5 · Earnings qualityLite

Four accepted adjustments recur in every period; the fifth sits in FY2024.

413.6 accepted in the TTM; 139.0 declined and left in earnings. FY2023 through the TTM · $ in thousands
AdjustmentFY2023FY2024FY2025TTMBasis and benchmarkGate
Excess owner compensation230.0250.0250.0250.0Owner W-2 of 520.0 against a market general manager benchmark of about 270.0Accepted
Payroll taxes on excess compensation3.33.63.63.6Employer payroll taxes attaching to the excess above; travels with itAccepted
Personal and discretionary expenses70.070.070.070.0Vehicle leases 33.0, travel and meals 9.0, club dues 18.0, insurance 10.0Accepted
Related-party rent to market90.090.090.090.0Warehouse leased from the owner at 360.0 against a market rate of about 270.0Accepted
One-time legal settlement0.095.00.00.0Supplier dispute settled September 2024; sits outside the TTM windowAccepted
Rebrand and website projectclaimed by management0.00.085.085.0A second-half 2025 project claimed as one-time; brand spend recurs. Fails Gate 1Declined
Estimated personal expensesclaimed by management0.00.00.030.0Round-number estimate with no ledger tie and no itemization. Fails Gate 2Declined
“One-time” marketing programclaimed by management0.00.00.024.0Lead generation recurs at 2 to 4 percent of revenue every year. Fails Gate 1Declined
Accepted, net393.3508.6413.6413.6Reported 833.5 walks to Adjusted 1,247.1 in the TTM.
Declined, as claimed0.00.085.0139.0Each in the period claimed; 139.0 declined, left in earnings.

The read

Every row carries a rationale, an amount tied to a source document, and either a benchmark or a stated reason it fails. Pick any row at random and ask us for the support behind it.

Source: General ledger, payroll register, W-2, lease, settlement agreement, regional compensation survey and industrial rent comparables; model tab Adjustments and Adjustment Footnotes.
LIMESTONE|11

Why the declined items are shown. A review that only stacks favorable adjustments gets discounted. Showing the three we tested and declined (139.0) is what makes the accepted 413.6 believable.

The racking aisle of a wholesale distributor, pallets stacked to the roof and a forklift partway down.

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.

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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.

Reported to adjusted EBITDA · trailing twelve months

Illustrative · $ in thousands

833.5
+253.6
+70.0
+90.0
1,247.1
ReportedEBITDA
Owner compto market
Personaland discretionary
Related-partyrent
AdjustedEBITDA
Accepted
413.6

Add-backs that cleared all three gates: real, provable, defensible.

At a 6x multiple
2,481.6

The enterprise value resting on those add-backs holding up under a buyer’s review.

Declined
139.0 → 834.0

Claimed by management and not allowed. At the same multiple, value the buyer may contest in price or structure.

The Multiple Math

A rejected add-back can move the price at the multiple.

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 puts $1.2M of value in question, and the parties may settle it in the price or in the deal’s structure. What you take home is set by the add-backs that survive the QoE and by the working-capital true-up.

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

The partners who ran your diligence can stay on to help you run what you bought and fix what the report found.

Timing

Typical ranges

Red-Flag Review
Dated at scoping
QoE Lite
10 to 15 business days
QoE Core
10 to 20 business days
QoE Full
15 to 25 business days

Business days, counted from the later of the last critical item on our request list and cleared payment.

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.

Every LIMESTONE engagement is fixed-fee and quoted as one fee after a short scoping call; the scopes below are indicative, and the written engagement letter governs.

Common scopes

Red-Flag ReviewBefore a review
What it is

A judgment read of what you already have, before anything is tested. We say where the risk sits: cash, concentration, owner dependency, and whether the numbers hang together.

Best when

You want a go or no-go before paying for diligence. No tie-outs, no documentation trail, and nothing a lender can rely on.

The Quality of Earnings ladder · each tier tests more

Scope and fee rise this way →↓

QoE Lite
  • SDE and Adjusted EBITDA, both, bridged
  • Earnings waterfall from the tax return
  • Add-back schedule, declined items shown
  • Owner compensation set to market
  • Transcript and payroll ties
  • Proof of cash, trailing twelve months plus the most recent full fiscal year
  • Revenue snapshot: trend and top-ten concentration
  • A working capital peg, computed: the number to plan around
  • The sustainable-earnings verdict
Best when

Clean single-entity books, straightforward revenue, and no lender relying on the report.

QoE Core
  • Everything in Lite, taken deeper, and
  • The peg tested, on inventory aging, receivable collectibility and accrual completeness: the number to negotiate with
  • Proof of cash across two prior fiscal years
  • Revenue quality: recurring against one-time, pricing, vendor concentration
  • Margin by product, customer and channel
  • Market benchmarking
  • Ratio analysis and run-rate EBITDA
Best when

Deeper financial testing, or a working-capital peg that will be negotiated.

QoE Full
  • Everything in Core, taken deeper, and
  • Balance-sheet quality
  • The debt and net-proceeds bridge: what you actually net at close
  • Tax-exposure flags
  • A diligence risk matrix
Best when

Multiple entities, or books that are messy or cash-heavy.

Optional Operational & Market DiligenceSeparately scoped if needed
What we examine

Depending on the scope: owner dependence, leadership coverage, systems, customer durability, pricing or market-disruption risks, and seller-authorized customer calls. Contract and change-of-control issues are referred to legal counsel.

Best when

You need investigation beyond the financial records into transition, customers or future operating risks.

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.

Two pages of the LIMESTONE sample Quality of Earnings report, QoE Lite, buy-side: the cover and the Risk and Deal Structure page, for Hoosier Supply Co., our sample company.

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.

Sent. Check your inbox for a note from Ryan Anoskey. One click there sends the report, usually within a minute. If it is not there, check your spam folder.
That did not send. Try once more, and if it still will not go through, contact us and we will send it across.
We use this to send the files and to follow up ourselves, plus the newsletter only if you tick the box.

The Exhibit Book. Every finding has a page.

Each page carries a title that states the conclusion, a read line saying what it means, and a source line naming the model tab behind the figures. Sixty tie-out checks pass before the book will build. This sample comes with the Full report above; every Lite, Core and Full engagement includes its own.

Bring the deal on your desk, or your own books, to a call and we walk the pages that matter to it.

Two pages of the LIMESTONE sample Quality of Earnings Exhibit Book, QoE Full, buy-side: the cover and the executive dashboard, for Hoosier Supply Co., our sample company.

Questions We Get

What buyers and sellers ask before they commit.

If yours is not here, the full FAQ has more, or ask it on the call. If you are selling in a year or two, start with the Exit Readiness Review.

Whose side are you on if I hire you?

We work for the party that engages us. Our conclusions and our fee do not depend on whether the deal closes, and we never work both sides of a transaction. If a number does not hold up it goes in the report, including when that is inconvenient for the party paying us. Our read only helps if it is honest, so we show the add-backs we decline.

Who actually does the work on my deal?

A partner. Ryan Anoskey, CPA, leads the work and prepares the report; he helped build the transaction advisory practice at Blue & Co. Jared Luegers, CFA, is the documented second reviewer and writes the operator’s read. LIMESTONE issues the report. The person who reached the conclusion is the person you talk to.

We are an operating firm that does diligence, so the questions we ask about the numbers are the ones an owner has to answer after the wire clears. The trade is capacity: we carry a small number of engagements at a time on purpose. That is a real constraint, and we say so at scoping before we commit to a date.

What size of lower-middle-market deal do you take on?

Businesses with roughly $500K to $5M of EBITDA, buy-side, sell-side or on an SBA 7(a) loan. Above about $5M, or for a carve-out or a business in several countries, a larger transaction advisory team is often the better fit, and we say so on the first call.

What does a report like this cost?

Deal services are fixed-fee, quoted as one fee in writing after a short scoping call. A Lite quality of earnings starts at $7,500, Core at $15,000 and Full at $25,000, sell-side or buy-side. A Red-Flag Review starts at $2,500. What moves a fee is the condition of the books, the number of entities and locations, and how far back the analysis has to reach. None of it is driven by the length of the report, by the findings, or by whether the deal closes.

If the deal is small enough that a full report is out of proportion, a narrower piece of work is usually the better buy, and we will tell you so before you pay for a report you do not need.

What happens if the QoE finds problems?

The report says what each problem means for the earnings and whether it can be fixed before close. If you want help with the fixes, we scope that as its own engagement, from deeper diligence on one issue to staying on as your CFO and operating partner. The report stands on its own, whichever you choose.

If the findings kill the deal, do I still pay?

Yes, and that is deliberate. The fee pays for the work, whatever it finds. A fee that depended on your deal closing would make the report worthless as an independent read.

Walking away on the strength of a report is a good result, and it costs far less than owning a business that was not what the numbers said.

Our books are on a cash basis. Is that a problem?

It is normal, and it changes the work. Converting cash-basis books to accrual can move the earnings figure a long way, and an adjustment that rests on a market assumption where a source document should be will not survive a lender’s review.

We convert from the underlying records, show what each adjustment rests on, and say plainly where the support is thin.

Do you work with dental practices?

Yes. A dental practice sells on its earnings, and both kinds of buyer, another dentist or a DSO, test the books first: collections against adjusted production, the add-backs, overhead against similar practices, and how much of the work runs through the owner. We wrote up what a buyer’s quality of earnings checks in a dental practice and what raises the price.

The seller already has a quality of earnings report. Can I use theirs?

Read it closely, then commission your own. A sell-side report is scoped and paid for by the other side of your negotiation, and it exists to present the business. Where SBA requires a quality of earnings, the lender cannot use it at all: the SOP says that report must not be prepared by or for the seller.

Treat it as a document request list. It tells you what has already been assembled, which usually shortens the work on your side.

Does an SBA 7(a) acquisition loan need a quality of earnings?

Yes, for applications SBA receives on or after 1 October 2026, when the business purchase price is $3 million or more on an Initial Acquisition or Business Expansion: the lender must obtain the report, keep it in the credit file and set debt service coverage from its earnings. A report the buyer commissioned can be used if the lender elects to have one of its approved vendors review it. If you commission the report for your lender’s vendor review, scope it at Core or Full; Lite is built for deals with no lender relying on the report. The rule, both routes to the file and the fee are on our SBA quality of earnings page.

On an SBA deal, who orders the report and will the lender accept it?

The lender decides which report it relies on. Under SOP 50 10 8.1 the report is performed for the lender’s benefit, and a report prepared by or for the seller never counts. A report you commissioned can, once one of the lender’s approved vendors has reviewed it and the findings of that review sit in the loan file with the report. SBA’s notice announcing the 25 September update also mentions a reliance letter; the SOP text describes only the vendor review, and a lender is entitled to follow the SOP.

Whether a particular lender accepts a particular provider is the lender’s call, so settle it before the work starts. We will get on a call with your lender, confirm the scope it needs, and go through its approval process ourselves if it keeps a list.

get started

Know what the numbers say before the other side does.

Bring us the deal on your desk or your own books. We start with a short call, then you get one fixed fee in writing, usually within a business day. If we are not the right read for it, we will say so. Prefer to write first? Both addresses are below, and the call can start at the numbers.