Transaction advisory
Transaction advisory for lower middle market deals
Quality of earnings, financial due diligence and post-close accounting for buyers, sellers and independent sponsors, so you can price, finance and close with confidence.
- Fixed fees, quoted in writing
- Most QoEs take 2–4 weeks
- 90deals in the last 12 months
- 350+deals since 2022
- $1B+in combined transaction value
- Nationwideremote team, clients across the US
What we do
Support for every stage of the deal
CPA-led diligence before you sign, and a team that can keep the books after you close.
Before you sign
Buy-side QoE and financial due diligence
We test whether the EBITDA you’re paying for is real and repeatable, and review revenue quality, margins, customer concentration and debt-like items before you commit capital. Every QoE includes a proof of cash and a net working capital analysis with a working capital target (peg).
Before you sell
Sell-side QoE
Time kills deals, and so do surprises. Find what the buyer’s team will find before they find it, so diligence moves faster and you go to market with more certainty to close.
After the close
Accounting setup and monthly accounting
Accounting systems set up for the business you just bought, then monthly accounting, payroll and tax, so you run it on clean numbers from day one.
Planning an ownership transition instead? See business succession planning.
How we protect your price
Three numbers that set what you pay
The main reason to analyze a company’s financials is their direct effect on the purchase price. Our work focuses on the three factors that decide it.
- Enterprise value
Are the earnings behind the multiple real?
Enterprise value is usually a multiple of EBITDA. We test whether that EBITDA is accurately reported and flag anything that should change the multiple.
- Net debt
What comes off the price at closing?
We identify debt and debt-like items that could reduce enterprise value or future cash flow.
- Net working capital
Will the business have enough to operate?
If less than a normal level of working capital is delivered at closing, you may have to put in more cash. We set a working capital target you can defend.
Who we work with
Buyers, sellers, sponsors and lenders
- 01Searchers and business buyers
Know the earnings are real before you sign
Independent diligence for self-funded and traditional searchers and strategic acquirers, so you can borrow and close with confidence.
For searchers - 02Independent sponsors, private equity and family offices
Underwrite on earnings that hold up
Deal-size pricing and a well-supported view of adjusted EBITDA and net working capital for your capital partners and credit committee.
Sponsor pricing - 03Owners preparing to sell
Protect your price and reduce retrades
A sell-side QoE finds the issues before a buyer does, so surprises don’t stall the deal late. You get buyer-ready financials, a report for the data room and more certainty to close.
Sell-side QoE - 04Lenders and brokers
Numbers a credit committee can rely on
Lender-ready QoE reports for acquisition financing, including SBA 7(a) deals with a purchase price of $3 million or more.
SBA QoE requirement
Pricing
What a QoE costs
Every QoE is a fixed fee, quoted in writing before we start. Fees scale with deal size and complexity.
Deals under $5MM
About $15,000
Purchase price under $5MM
$5MM to $15MM deals
$18,000–$25,000
Also any QoE an SBA lender requires, at any deal size
Deals over $15MM
From $25,000
Any buyer on a deal over $15MM
Sell-side QoE
From $25,000
Owners preparing to sell
See full pricing and deal examples
Financing with an SBA 7(a) loan?
The SBA now requires a quality of earnings report on 7(a) acquisitions with a purchase price of $3 million or more.
Process
How it works
- 1
Free consultation
We talk through your deal, compare it with similar transactions we’ve done and answer your questions about next steps.
- 2
Scope and fixed fee in writing
You get the scope, timeline and a flat price before we start. No hourly billing and no surprises.
- 3
Analysis and seller interviews
We work directly with the seller to gather data, reconcile the books and test earnings, debt and working capital.
- 4
Report and review call
A written report with every finding, walked through with you, your investors or your lender.
Client perspectives
What clients and deal advisors say
“The QofE was stellar, and the lending bank even stated that it was the best one they have seen.”
“I’ve needed about 10 QofEs over my career and the experience working with Chris has been among the best.”
“Midwest was able to turn around the report in 3-4 weeks as promised and knocked it out of the park.”
“If you’re looking for a rock solid CPA or someone that is really good at M&A financial due diligence, look no further than Chris’ firm.”
“They’ve helped two of my clients buy businesses confidently with solid and clear QofE reports.”
“Chris is an absolute top notch M&A financial due-diligence provider. He and I have worked on many, many deals together.”
Guides
Related reading
SBA lending
The new SBA quality of earnings requirement
What buyers, lenders and brokers need to know about the QoE rule for SBA 7(a) acquisitions.
Selling a business
Sell-side quality of earnings: 6 reasons to get one
Why owners test their own numbers before going to market.
Working capital
Estimating working capital before you go under LOI
How to avoid one of the most common deal killers.
Free tools: the due diligence checklist and the net working capital calculator.
FAQ
Transaction advisory: frequently asked questions
What is transaction advisory?
Transaction advisory is the financial work around buying or selling a company: quality of earnings, financial due diligence, net debt and working capital analysis, and support after the close. At Midwest CPA it’s about half of our work: 90 deals in the last 12 months and 350+ since 2022.
How much does a quality of earnings report cost?
At Midwest CPA, QoE pricing is based on deal size: about $15,000 for deals under $5 million, and $18,000 to $25,000 for deals of $5 million to $15 million or when an SBA lender requires the QoE. Deals over $15 million and sell-side QoEs start at $25,000. See QoE pricing.
How long does a QoE take?
Most QoEs are completed in 2 to 4 weeks, as long as the seller provides data and answers questions promptly. We recommend budgeting about 4 weeks in your diligence timeline.
Does the SBA require a quality of earnings report?
For SBA 7(a) acquisition loans with a business purchase price of $3 million or more, a QoE is required for applications SBA receives on or after October 1, 2026. Your lender will confirm what your deal needs.
Do you work with sellers?
Yes. A sell-side QoE tests your add-backs and earnings before buyers do, so there are fewer surprises in diligence. You get buyer-ready financials and a report you can share in the data room. Sell-side QoEs start at $25,000.
Is a QoE the same as an audit?
No. An audit is a regulated procedure focused on the balance sheet and GAAP compliance. A QoE is a consulting engagement, typically done by CPAs, focused on the earnings and operating metrics a buyer can project forward. When audited financials exist, the audit complements the QoE.
When should I reach out?
Any point in your search. The best time is when you’re close to submitting an LOI on a deal you’re serious about, so diligence can start right after it’s signed.
Can you keep the books after we close?
Yes. About half of our work is monthly accounting, payroll and tax, so the team behind your diligence can support the business after it closes. Monthly accounting services.