INDEPENDENT QUALITY OF EARNINGS & FINANCIAL DUE DILIGENCE

Quality of Earnings for Business Acquisitions, Buyers & Lenders

Business Valuation Advisors (BVA) provides independent Quality of Earnings (QoE) analysis and transaction-focused financial due diligence for buyers, sellers, lenders, and investors evaluating privately held businesses.

Led by Joshua Himan, CVA®, BCA®, FMVA®, BVA examines the sustainability of reported EBITDA and Seller's Discretionary Earnings (SDE), evaluates proposed add-backs, and investigates whether financial performance is supported by the underlying accounting records and cash activity.

Our analysis may include Proof of Cash, revenue quality, customer concentration, normalized working capital, maintenance capital expenditures, balance-sheet risks, and acquisition debt-service capacity.

We distinguish supported adjustments from unresolved financial issues to help clients understand the earnings and cash flow underlying acquisition decisions, financing, and transaction negotiations.

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What BVA Examines in a Quality of Earnings Analysis

Six Analytical Areas That Connect Reported Earnings to Transaction Risk

A Quality of Earnings analysis goes beyond reported EBITDA or Seller's Discretionary Earnings (SDE). BVA examines the financial evidence supporting a company's historical results, identifies adjustments and transaction risks, and evaluates whether reported performance provides a reliable foundation for business valuation, acquisition financing, and transaction decisions.

01 / EARNINGS NORMALIZATION

EBITDA & SDE Normalization

Reconcile reported earnings to supportable financial performance. BVA evaluates owner compensation, replacement-management costs, discretionary and nonrecurring expenses, related-party activity, and seller-proposed add-backs against available evidence.

Key financial question

Which earnings adjustments are supported, rejected, or unresolved?

02 / REVENUE SUSTAINABILITY

Revenue Quality & Customer Concentration

Examine revenue trends, customer concentration, recurring versus nonrecurring sales, customer retention, service-line profitability, and gross margins. Where appropriate, BVA also evaluates contract terms, seasonality, and unusual changes in the revenue mix.

Key financial question

How sustainable are the company's reported revenue and margins?

03 / FINANCIAL VERIFICATION

Proof of Cash & Bank Reconciliation

Compare accounting records with business bank statements, merchant-processor activity, and supporting cash collections. BVA distinguishes operating receipts from transfers, financing proceeds, owner contributions, and other non-revenue deposits.

Key financial question

Does underlying cash activity support reported revenue and earnings?

04 / OPERATING LIQUIDITY

Working Capital & Purchase-Price Peg

Assess accounts receivable, inventory, accounts payable, operating accruals, and seasonal working-capital requirements. When supported by the records and transaction terms, BVA may help establish a normalized working-capital target or evaluate alternative liquidity requirements.

Key financial question

How much working capital and operating cash will the business require?

05 / CASH FLOW & REINVESTMENT

Maintenance CapEx & Cash Conversion

Evaluate how reported earnings translate into operating cash flow. BVA reviews historical capital expenditures, recurring equipment-replacement needs, maintenance versus growth investments, and working-capital demands that may affect cash available to owners and lenders.

Key financial question

What cash flow remains after the business funds its operating needs?

06 / TRANSACTION LIABILITIES

Balance-Sheet & Debt-Like Item Review

Examine receivable collectibility, inventory quality, accrued expenses, deferred revenue, customer deposits, related-party balances, and debt-like obligations. Findings may affect working-capital adjustments, enterprise-to-equity value reconciliation, and closing economics.

Key financial question

What liabilities or financial risks could affect transaction value?

FOR BUSINESS ACQUISITION BUYERS

 Reliable Earnings Are Only Part of the Acquisition Decision. 

Buyers may also need to assess whether the asking price is supported and whether projected cash flow can sustain acquisition financing. BVA combines Quality of Earnings, independent business valuation, and acquisition financial modeling through its integrated buyer-side offering.

 Explore BVA's Acquisition Decision Package & Pricing → 

The specific analyses and extent of testing depend on the engagement scope, available records, and intended users. Quality of Earnings is financial due diligence and does not constitute a financial statement audit, review, or assurance engagement.

When Reported EBITDA Was Only the Starting Point

Anonymized Home-Services Acquisition

In an anonymized home-services acquisition, reported earnings had grown substantially. BVA's Quality of Earnings analysis focused on determining which seller adjustments were supportable and what earnings could reasonably be sustained under new ownership.

01

Test Seller-Proposed Add-Backs

BVA examined owner compensation, personal expenses, health benefits, and nonrecurring costs against accounting records, bank activity, and credit-card statements. Adjustments were evaluated based on available supporting evidence.


02

Normalize Earnings in Both Directions

Not every adjustment increased earnings. Depreciation-related items also required downward corrections to avoid overstating the normalized earnings indication. Unsupported or unresolved adjustments were not automatically accepted.


03

Distinguish Owner Earnings from Buyer EBITDA

Owner-operated discretionary earnings were distinguished from buyer-level EBITDA. Market-rate replacement-management compensation and continuing operating costs must be considered when evaluating post-acquisition earnings.

KEY BUYER TAKEAWAY

Seller-adjusted earnings are not necessarily sustainable buyer earnings.

A credible QoE analysis distinguishes documented adjustments, unsupported claims, and the costs required to operate the business after closing.

Anonymized case study based on BVA engagement experience. This analysis was not a financial statement audit, review, or examination.

Why Cash Verification and Seasonality Changed the Analysis

Anonymized Home-Services Acquisition

In this home-services acquisition, BVA evaluated whether reported revenue was supported by underlying cash activity and how seasonal operating requirements could affect the buyer's liquidity after closing.

01

Not Every Bank Deposit Was Revenue

Bank activity included customer collections, financing proceeds, and owner-related transfers. BVA separated identified non-revenue deposits from operating receipts to avoid overstating cash collections.


02

Reconcile Cash Receipts to Reported Revenue

Bank-to-book procedures compared adjusted customer receipts with accounting records. The analysis provided directional support for reported revenue while identifying timing differences and items requiring further verification.


03

Evaluate Seasonal Operating Liquidity

Strong peak-season earnings masked weaker cash flow during slower months. Because cash-basis records did not support a reliable conventional working-capital peg, BVA evaluated monthly expenses, cash shortfalls, and seasonality to develop an operating cash-reserve framework.

KEY BUYER TAKEAWAY

Strong annual EBITDA does not eliminate post-closing liquidity risk.

Buyers need to understand both the reliability of customer cash collections and the cash reserves necessary to sustain operations through seasonal downturns.

Anonymized case study based on BVA engagement experience. Seasonal patterns in the accompanying graphic are illustrative, not actual monthly financial results. The procedures did not constitute a financial statement audit, review, or examination.

What the Buyer Learned Beyond the EBITDA Number

Anonymized Home-Services Acquisition

BVA's Quality of Earnings review identified financial characteristics that supported the acquisition analysis, along with operating dependencies that could affect earnings under new ownership.

01

Customer Concentration Was Not the Primary Risk

Customer-level records indicated a diversified customer base without significant dependence on a single account. This was favorable, but revenue sustainability still depended on customer acquisition, retention, and service demand.


02

Marketing Was a Necessary Operating Expense

Referrals and repeat customers were important, but paid advertising also supported customer acquisition. BVA distinguished ongoing marketing costs from discretionary expenses that might qualify as earnings adjustments.


03

Operational Execution Remained Critical

Profitability depended on managing seasonal demand, field labor, customer scheduling, and operating liquidity. The buyer needed to consider staffing capacity, replacement-management costs, and the ability to sustain operations after closing.

KEY BUYER TAKEAWAY

Sustainable earnings depend on more than historical financial results.

A credible QoE review identifies not only supported earnings adjustments, but also the ongoing expenses, management requirements, and operating risks a buyer must consider when evaluating an acquisition.

Anonymized case study based on BVA engagement experience. Findings reflect the scope and information available in the underlying engagement. The procedures did not constitute a financial statement audit, review, or examination.

SBA Quality of Earnings & Business Valuation Requirements

Lender-Directed Financial Analysis Under SBA SOP 50 10 Version 8.1

SBA SOP 50 10 Version 8.1, effective October 1, 2026, introduced additional Quality of Earnings requirements for certain SBA 7(a) business acquisitions. Qualifying transactions require lender-directed earnings analysis in addition to the applicable independent business valuation.

01 / WHEN QOE IS REQUIRED

$3 Million+

Qualifying Business Purchase Price

Applies to qualifying Initial Acquisition and Business Expansion transactions. The threshold is based on Business Purchase Price, with applicable treatment of owner-occupied commercial real estate, rather than the SBA loan amount.

02 / SEPARATE FINANCIAL ANALYSES

Valuation + Quality of Earnings

Business Valuation: Independently evaluates what the acquired business is worth.

Quality of Earnings: Evaluates normalized earnings, seller adjustments, and required Cash Proof covering the trailing 12 months and two prior fiscal years.

IMPORTANT ENGAGEMENT DISTINCTION

 Buyer-Commissioned Diligence Is Not Automatically Lender-Directed Diligence. 

The SBA lender determines the required reporting scope, provider qualifications, independence, and reliance arrangements. A QoE prepared for a buyer's transaction decisions does not automatically satisfy the lender-benefit requirement.

Requirements vary by transaction classification and applicable exceptions. Owner Buyouts and ESOP or cooperative transactions are not subject to this particular QoE mandate. Lenders should determine applicability and required procedures under the current SBA SOP.  Official SBA SOP guidance .

See the Analysis Behind a Quality of Earnings Report

Explore BVA's Sample Reports and Financial Due Diligence Toolkit

Review representative BVA reports to understand how we evaluate earnings quality, reconcile financial records, and document transaction risks. Our free preparation toolkit also helps buyers, sellers, and lenders organize financial information before a valuation or Quality of Earnings engagement.

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REPRESENTATIVE REPORT 01

27-Page SBA Acquisition Sample

Quality of Earnings Report

See how BVA evaluates seller-adjusted EBITDA and develops an evidence-supported earnings indication for acquisition underwriting.

ANALYSIS INCLUDED

  • Reported-to-normalized EBITDA bridge
  • Accepted and rejected seller add-backs
  • Three-period Cash Proof
  • Working capital and maintenance CapEx
  • Material financial-risk findings
 View Sample QoE Report → 
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REPRESENTATIVE REPORT 02

37-Page Expanded Sample

Proof of Cash & Financial Reconciliation

Explore how BVA compares underlying cash activity with accounting records to assess the reliability of reported financial performance.

ANALYSIS INCLUDED

  • Bank-to-book financial reconciliation
  • Customer cash-receipt analysis
  • Identification of non-revenue deposits
  • Timing differences and cash exceptions
  • Findings affecting earnings reliability
 View Proof of Cash Report → 

FREE FINANCIAL DUE DILIGENCE RESOURCE

SBA Valuation & QoE Readiness Toolkit

Prepare for an acquisition valuation or Quality of Earnings engagement with BVA's 14-page readiness guide and companion Excel and Google Sheets trackers.

Organize financial records, track missing statements, review seller add-backs, evaluate Cash Proof coverage, and identify working-capital and CapEx information gaps.

Toolkit Includes

14-Page Readiness Guide
Excel Readiness Tracker
Google Sheets Tracker

 Get the Free Toolkit → 

The representative reports are fictional educational examples and do not relate to actual client financial results. They illustrate analytical procedures and report formats rather than the scope or findings of every engagement. Actual Quality of Earnings procedures depend on the transaction, available records, and signed engagement letter. QoE is financial due diligence, not an audit or assurance engagement.

Quality of Earnings & Financial Due Diligence FAQs

Practical Answers for Business Buyers, Sellers, Investors & Lenders

Quality of Earnings analysis helps buyers, sellers, investors, and lenders evaluate the financial performance underlying a business transaction. Explore common questions about normalized earnings, cash verification, working capital, transaction risks, and BVA's engagement process.

CATEGORY 01

Understanding Quality of Earnings

 What is a Quality of Earnings analysis? 

A Quality of Earnings (QoE) analysis evaluates the reliability, sustainability, and cash-flow characteristics of a company's reported earnings. BVA examines EBITDA and SDE adjustments, revenue quality, cash activity, working capital, capital expenditures, and transaction risks. The objective is to identify financial performance that is supported by available evidence rather than simply accepting seller-reported earnings.

 How is Quality of Earnings different from a business valuation? 

Quality of Earnings evaluates the financial performance and adjustments underlying a transaction. A business valuation determines a supportable conclusion of business or ownership-interest value using appropriate valuation approaches. These services are complementary: QoE helps assess sustainable earnings, while valuation evaluates their economic value in light of relevant risks, market evidence, and financial assumptions. Explore BVA's acquisition valuation services.

 How does BVA evaluate EBITDA, SDE, and seller add-backs? 

BVA reviews proposed adjustments against supporting records and evaluates whether expenses are genuinely nonrecurring, discretionary, owner-specific, or necessary to sustain operations. Owner compensation and replacement-management requirements are considered where applicable. Adjustments may increase or decrease normalized earnings, and material unsupported or unresolved items are identified rather than automatically accepted.

 Is a Quality of Earnings report the same as an audit? 

No. BVA's QoE engagements are financial due diligence and consulting assignments, not audits, financial-statement reviews, examinations, or assurance engagements. Procedures are tailored to the agreed scope and available evidence. Findings, assumptions, limitations, and unresolved financial issues are documented for the intended users.

CATEGORY 02

Financial Testing & Transaction Risks

 What is Proof of Cash, and why is it important? 

Proof of Cash compares accounting records with business bank activity and other financial evidence to evaluate reported receipts and disbursements. BVA may identify financing proceeds, transfers, owner contributions, timing differences, and unexplained transactions that should not automatically be classified as operating revenue or expenses. Explore our Proof of Cash analysis.

 How does BVA evaluate revenue quality and customer concentration? 

Depending on the business and engagement scope, BVA evaluates customer-level revenue, recurring versus nonrecurring sales, customer retention, gross margins, seasonality, and changes in the revenue mix. Concentration risks, unusual trends, and reliance on key customers or sales channels may affect sustainable earnings, valuation assumptions, and acquisition financing.

 How does BVA evaluate working capital and balance-sheet risks? 

BVA may analyze accounts receivable, inventory, accounts payable, accrued expenses, customer deposits, debt-like obligations, and related-party balances. The analysis can help identify normalized working-capital requirements, potential purchase-price adjustments, and additional post-closing liquidity needs. When records do not support a conventional working-capital peg, alternative operating cash-reserve analysis may be appropriate.

 How do capital expenditures and cash conversion affect QoE? 

EBITDA does not equal cash available to a buyer or lender. BVA evaluates operating cash conversion, recurring capital expenditures, equipment replacement requirements, and working-capital demands. These analyses help distinguish accounting earnings from cash flow available for debt service, distributions, and reinvestment.

 Can BVA perform a retrospective Quality of Earnings analysis? 

Yes. BVA can analyze selected historical periods using available financial statements, tax returns, general-ledger records, bank activity, and supporting information. Retrospective analysis may assist with transaction reviews, litigation, ownership disputes, and reconstruction of historical earnings. Later-acquired information is distinguished from evidence available during the period being analyzed.

CATEGORY 03

Engagement Process, Financing & Next Steps

 Does BVA provide both buy-side and sell-side Quality of Earnings? 

Yes. Buy-side QoE supports purchasers, investors, and lenders evaluating financial performance and transaction risks. Sell-side analysis helps owners prepare financial information, evaluate potential buyer questions, and identify issues before marketing a business. For purchasers requiring coordinated QoE, independent valuation, and financing analysis, explore BVA's Acquisition Decision Package.

 What financial documents does BVA typically request? 

For full-scope small-business diligence, BVA commonly begins with approximately 24 months of financial records, including financial statements, accounting detail, and statements for all relevant business bank and credit-card accounts. Tax returns, payroll information, customer data, debt schedules, working-capital detail, and documentation supporting seller adjustments may also be required. The final request is tailored to the assignment.

 How long does a Quality of Earnings engagement take? 

Timing depends on the transaction scope, business complexity, quality of the accounting records, number of entities and accounts, and availability of supporting documentation. A focused QoE generally requires less time than a multi-entity engagement involving extensive Proof of Cash or financial reconstruction. BVA establishes an anticipated timeline after reviewing the proposed scope and records.

 Can Quality of Earnings support SBA or other acquisition financing? 

Yes. Earnings-quality findings may assist in assessing normalized cash flow, debt-service capacity, working capital, and transaction risks. However, lender-directed assignments can have separate engagement, independence, reliance, and reporting requirements. A buyer-commissioned QoE is not automatically acceptable for SBA underwriting. Review BVA's SBA valuation and lender-directed QoE services.

 How do I get started with a BVA Quality of Earnings engagement? 

Begin with a confidential consultation covering the target business, transaction stage, intended users, financing considerations, available financial records, and anticipated deadline. BVA can then recommend an appropriate scope and provide a written proposal, expected deliverables, and tailored document request. Schedule a consultation with BVA.

The information above describes potential procedures, not a standard scope for every engagement. Services, fees, timing, and intended users are determined by the signed engagement letter. BVA's Quality of Earnings analysis is financial due diligence and does not provide audit or other financial-statement assurance.

Independent Quality of Earnings Led by an Experienced Valuation Professional

Joshua Himan, CVA® — Founder, Business Valuation Advisors, Inc.

Joshua Himan is the founder of Business Valuation Advisors, Inc. and a Certified Valuation Analyst with more than 15 years of experience analyzing privately held businesses, financial performance, and acquisitions.

His work combines independent valuation, earnings normalization, financial due diligence, acquisition modeling, and practical transaction experience. BVA emphasizes documented findings and supportable assumptions rather than simply accepting seller-provided financial adjustments.

PROFESSIONAL CREDENTIALS

CVA® | BCA® | CMEA® | FMVA®

M.S. Applied Economics — Johns Hopkins University

M.S. Finance — The George Washington University

INDEPENDENT ANALYSIS & PROFESSIONAL JUDGMENT

BVA evaluates earnings adjustments, cash-flow evidence, working capital, capital expenditures, and transaction risks within the agreed engagement scope. Material uncertainties and limitations are communicated so clients can understand the financial evidence underlying their decisions.

Professional Credentials Across the BVA Team

CREDENTIALED FINANCIAL DILIGENCE & TRANSACTION EXPERIENCE

Independent Quality of Earnings Led by a Credentialed Valuation Professional

Business Valuation Advisors is led by Joshua Himan, CVA®, BCA®, FMVA®, a valuation and transaction advisory professional with more than 15 years of experience analyzing privately held businesses, financial performance, and acquisitions.

Joshua holds a Master of Science in Applied Economics from Johns Hopkins University and a Master of Science in Finance from The George Washington University. His experience combines professional valuation methodology, financial modeling, earnings normalization, and practical acquisition due diligence.

Financial Analysis Beyond Reported EBITDA

BVA's Quality of Earnings approach evaluates the reliability and sustainability of reported financial performance rather than relying solely on seller-provided adjustments.

Our analysis considers supported and unsupported add-backs, Proof of Cash, revenue quality, working capital, capital expenditures, and transaction-specific risks.

By connecting financial diligence with business valuation and acquisition economics, BVA helps clients understand how earnings quality affects value, cash flow, financing capacity, and purchase-price decisions.

Independence, Documentation & Professional Judgment

BVA emphasizes evidence-based findings, documented adjustments, transparent assumptions, and independent professional judgment.

Each engagement is tailored to its intended users, transaction objectives, and available financial records. 

Quality of Earnings engagements are performed as financial consulting and due diligence services—not financial statement audits, reviews, or examinations. No audit-level assurance or lender acceptance is implied.

CVA® | BCA® | FMVA®

15+ Years of Experience | M.S. Applied Economics | M.S. Finance

Joshua Himan's Credentials & Experience Client Reviews & Selected Engagements

Discuss Your Quality of Earnings & Financial Due Diligence

Whether you are evaluating an acquisition, preparing a business for sale, supporting SBA or other financing, or investigating the quality and sustainability of reported earnings, BVA can help determine the appropriate due-diligence scope and provide focused, independent financial analysis for the transaction.

Explore All Private Business Valuation Services
 

Explore BVA's independent business valuation, financial due diligence, acquisition advisory, litigation, ownership valuation, SBA, and specialized financial analysis services.

Buy-Side Due Diligence & Acquisition Decision Package
 

Integrated Quality of Earnings, independent business valuation, and acquisition financing analysis. Explore BVA's buyer-focused services, transparent starting prices, and representative case study.

Business Acquisition & SBA Valuation
 

Independent CVA-led valuations for business acquisitions, ownership transactions, and SBA financing, including normalized earnings, valuation methods, and purchase-price support.

SBA 7(a) Valuation & Quality of Earnings
 

Lender-directed business valuation and Quality of Earnings services for qualifying SBA acquisitions, including Cash Proof, normalized EBITDA, working capital, and transaction risks.

Leveraged Buyout (LBO) & Acquisition Financing
 

Evaluate acquisition debt capacity, DSCR, cash flow, working capital, capital structure, buyer equity, downside sensitivities, and investment returns.

SDE vs. EBITDA Business Valuation Guide
 

Understand Seller's Discretionary Earnings, EBITDA, owner compensation, seller add-backs, and the effect of normalized earnings on business valuation.

Joshua Himan's Credentials & Experience
 

Review Joshua Himan's professional valuation credentials, graduate education, transaction experience, and background in private-company valuation and financial due diligence.

Client Reviews & Selected Engagements
 

Read client feedback and explore representative valuation, Quality of Earnings, acquisition due diligence, and private-company financial advisory engagements.