Quality of Earnings reports for small business acquisitions
A Quality of Earnings report is financial due diligence on a business you are buying or selling. Clearway Accounting ties the seller's financials to the filed tax returns, recasts 36 months of results, rates every seller addback, and reports one Adjusted EBITDA figure with the financing analysis an SBA 7(a) lender runs. The firm is based in Boston, Massachusetts, working with clients across Massachusetts and remotely with clients in any state. The fee is fixed and quoted after a short scoping call.
What is a Quality of Earnings report?
A Quality of Earnings report is an independent rebuild of a company's financial results, done by an independent advisor who works for you. It answers one question: of the profit this business reports, how much is real, repeatable, and going to still be there after the owner leaves.
It is not an audit
An audit asks whether the financial statements follow the accounting rules. A Quality of Earnings report asks what the business actually earns. It looks past the statements to the tax returns, the payroll records, the leases, and the deal documents, and it is built for a buyer, a seller, or a lender rather than for a regulator.
It produces Adjusted EBITDA
Reported profit gets normalized: one-time items removed, personal expenses tested, a departing owner's pay replaced with what the job actually costs. What survives is Adjusted EBITDA, the earnings figure a purchase price and a loan are both built on top of.
It settles arguments
A seller's addback schedule is an opening position. A lender's credit memo needs a number that holds up. A Quality of Earnings report puts an independent figure between the two, with every dollar tied to a document, so the negotiation is about the deal instead of about whose spreadsheet to believe.
Who this is for
Buyers running diligence on an acquisition and sellers preparing for a sale, typically for loan underwriting, SBA 7(a) lending, or a sale negotiation.
Best fit when the seller's numbers rest on addbacks, related-party arrangements, or a departing owner, and the deal turns on getting Adjusted EBITDA right.
How we work
Every engagement begins with a written scope, a fixed fee agreed before any work starts, and a short intake to settle the deal frame: what's being acquired, who replaces the owner, and which years we analyze.
You receive two documents. First a Seller Addback Evaluation, where every addback the seller claims is rated on the evidence and you decide which ones to carry forward. Then the Quality of Earnings report itself, built on the set you confirmed.
You know who is responsible for the analysis and can reach them directly. You get a secure portal for the data room and a report built to hold up under a lender's review.
From raw financials to a number you can stand on
Every report follows the same disciplined path, so nothing goes from a client document straight into a conclusion.
Set the deal frame
Before a single number moves, we put the deal in writing: assets or equity, whether the real estate is included, who runs the business after close, which years we analyze, and who will rely on the report. These answers change the earnings figure materially, so they get settled first rather than discovered later.
Reconcile and recast
We tie the seller's financials to the filed tax returns, mine the data room for what the P&L doesn't show, and recast thirty six months of results onto a clean, consistent basis. Where the seller's adjusted statements and the tax returns disagree, we use the returns and say so.
Test the addbacks
Each seller addback is grouped, evaluated on the evidence, and rated one to three stars in a standalone Seller Addback Evaluation. Ordinary costs that continue under new ownership do not quietly inflate the number. You review the ratings and confirm which addbacks carry into the report.
Report and tie out
You receive a clear report on one Adjusted EBITDA basis, with the key insights, red flags, and financing math laid out. Before it reaches you or your lender, every figure is recomputed and tied back to the workpaper, because two earnings definitions in one report is the failure that costs a deal its credibility.
Everything a small-business deal actually turns on
Essentials is the complete engagement. Thirty six months of results rebuilt, every seller addback tested, and the financing math a lender will run anyway. Two deliverables, both branded, both tied line for line to the workpaper behind them.
Seller addback evaluation
Deliverable one
Every addback the seller claims, grouped by economic item, rated one to three stars against a written standard, with a plain assessment of what the evidence supports. Items outside EBITDA, such as depreciation already added back or one-time grant income, are shown and explained rather than silently dropped. You decide what carries into the report.
- Summary table of every proposed addback by year
- Confidence rating on each group, with the standard stated
- Why the seller added it, what support exists, and our assessment
Quality of Earnings report
Deliverable two
A lender-ready PDF built on the addbacks you confirmed, presented on a single Adjusted EBITDA basis from the first page to the last. Monthly charts, a full EBITDA bridge, and the financing analysis a credit officer runs anyway.
- Delivered through a secure client portal
- Every figure recomputed and tied to the workpaper before release
- Written handoff of assumptions made and items still open
- One re-run included if the deal frame changes
Inside the report
What the analysis covers.
Company overview
Background on the business and what it actually does, plus a financial snapshot of the analysis years side by side and a read on the revenue trend.
Income metrics
Revenue and gross profit across thirty six months, charted, with growth, compound growth rate, run-rate trend, seasonality, and the peak and valley months of the last twelve.
Expense metrics
Monthly payroll charted against revenue, the highest cost drivers ranked, and the rent and occupancy picture including the real lease terms and who the landlord is.
Seller addbacks
The addbacks credited to Adjusted EBITDA, by year, and the ones excluded with the reason each was left out.
EBITDA analysis
The full bridge from operating income through net income to EBITDA and Adjusted EBITDA, plus a month by month EBITDA table for the most recent fiscal year.
Fixed asset analysis
The operating assets included in the sale, grouped by category and by the decade they were placed in service, so you can see what is genuinely useful and what is fully depreciated.
Financing analysis
Debt service coverage against the 1.15x SBA minimum and the 1.25x comfort target, the purchase multiple, cash flow after debt, the maximum supportable purchase price, and a heat map of coverage by price and seller-carry term.
Other items to note
The things that do not fit on a financial statement but change how you read it: related-party arrangements, deal structure, operating context, and the risks worth pricing.
Scope the diligence to the deal in front of you
Not every deal needs every test. A cash business needs proof of cash. A business with unreliable books needs the income statement rebuilt from the bank statements. A distributor needs concentration and aging work. Add what the deal calls for and leave the rest.
Recast P&L from bank and card statements
Where the books are unreliable, incomplete, or missing, we rebuild the income statement from the bank and credit card statements themselves, coding every transaction across the analysis period. It gives a business whose bookkeeping cannot be trusted an earnings figure that holds up.
Proof of cash
We reconcile reported revenue and expenses to the bank statements month by month. It is the strongest single test that the books reflect real money moving, and it is the one that matters most in a cash-heavy business.
Balance sheet analysis
We review assets, liabilities, and equity to test financial stability and liquidity, and flag the related-party balances, owner loans, and year-end oddities that will not survive the close.
Adjusted net working capital
We normalize working capital across the analysis period to establish the level of receivables, inventory, and payables the business actually needs to operate, which is the figure a purchase agreement pegs against.
AR and AP aging analysis
We age receivables and payables to test collectability, stretched vendor terms, and whether the profit on the income statement turns into cash that actually arrives.
Customer and vendor concentration
We measure revenue by customer and spend by vendor to size the risk that one relationship carries the business. It is the first question a lender asks and the last thing a seller volunteers.
Book-to-tax reconciliation
We reconcile the books to the filed returns and explain every difference, so the earnings figure you are buying and the tax record the IRS holds tell the same story.
Payroll reconciliation
We tie payroll registers and the quarterly and annual filings to the labor lines in the financials, confirming that the largest cost in most small businesses is stated correctly and that everyone on the payroll actually works there.
Additional analysis years and additional locations or operating entities are also priced as add-ons. Everything on this page is quoted as a fixed fee in the engagement letter before work begins.
The price follows the earnings. Get the earnings right
Most small-business deals are priced off a multiple of Adjusted EBITDA. When the earnings figure is built on optimistic addbacks or a below-market owner salary, the price built on top of it is wrong, and the financing stacked behind it is too.
An independent Quality of Earnings report replaces the seller's version of the number with one that holds up: reconciled to the tax returns, tested against the data room, and presented on a single, conservative basis a lender will accept.
Whether you're buying, selling, or underwriting, the cost of the analysis is small next to the cost of paying, accepting, or lending on the wrong number.
How much does a Quality of Earnings report cost?
The fee is fixed and quoted after a short scoping call, along with the timeline. It is set in the engagement letter before work begins.
| Service | Typical fee | What moves the price |
|---|---|---|
| Quality of Earnings report | Fixed fee, quoted after a scoping call | Annual revenue of the business, years analyzed, add-ons, and locations or entities |
Quoted fees are flat, agreed in writing in the engagement letter before work starts, and change only by agreement.
Quality of Earnings questions
What is a Quality of Earnings report?
A Quality of Earnings report is financial due diligence on a business someone is buying or selling. It rebuilds the reported results to one Adjusted EBITDA figure, tests every seller addback against the evidence, and shows whether the earnings support the purchase price and the loan.
How is a Quality of Earnings report different from an audit?
An audit asks whether the financial statements follow the accounting rules. A Quality of Earnings report asks what the business earns, using the tax returns, payroll records, leases, and deal documents, and it is built for a buyer, a seller, or a lender.
What do I receive?
Two documents. First a Seller Addback Evaluation, where every addback the seller claims is rated one to three on the evidence and you confirm which ones carry forward. Then the Quality of Earnings report, built on the addbacks you confirmed.
How much does a Quality of Earnings report cost?
The fee is fixed and quoted after a short scoping call. It depends on the annual revenue of the business, the number of years analyzed, the add-ons you choose, and any additional locations or entities.
How long does it take?
We quote the timeline on the scoping call, together with the fee.
What if the deal changes?
One re-run is included if the deal frame changes, for example a different purchase structure or a different owner replacement.
Have a deal on the table?
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