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Quality of earnings for business acquisitions

Quality of earnings reports that hold up when the money moves.

Signed QoE reports for buyers, sellers and SBA 7(a) acquisition loans: sustainable EBITDA, tested add-backs and cash conversion. Prepared by Sergei Mochtchenkov, CFA. Fixed fee.

If a material error in my work surfaces, my fee is refunded.

Material: moves adjusted EBITDA, valuation or another key output by 5% or more, based on the records provided. Refund capped at the fee paid. Due diligence is a consulting engagement, not an audit or attest service.

Fixed-scope proposal within 24 hours. No retainers.

01 — Dashboard
Sample model — dashboard page
The decision, the gaps against target, and the focus year — one operating control panel.

Extracts from a sample model, built for illustration. Client models are confidential and exchanged after the NDA.

CFA charterholder20+ years in finance300+ clientsUS$1B+ in transactions supported
clients
300+clients
transactions supported
US$1B+transactions supported
years in finance
20+years in finance
models built
500+models built

Where engagements start

Three decisions, one standard of evidence

The work changes with your side of the transaction or operating table.

You are buying on the seller's numbers

Rebuild real EBITDA, test every add-back and trace earnings into cash in a signed quality of earnings report before you sign.

Quality of earnings

Your price has to survive diligence

Present adjusted EBITDA and projections a buyer can verify, with every assumption supported before questions start.

Sell-side model

You need one operating view of the business

Connect revenue, margin, pricing, headcount and cash in a driver-based model your CFO and operating team can run.

CFO operating model

Modeling standards

Clear logic. Consistent accounting. Better decisions.

I separate modeling structure from accounting policy: FAST principles make the workbook easier to review; the applicable GAAP or IFRS framework governs the accounting assumptions.

FAST: Flexible, Appropriate, Structured, Transparent

I use FAST principles to separate inputs, calculations and outputs, keep formulas readable and make assumptions traceable. A consistent structure makes scenario changes, independent review and handover easier—not just the first presentation.

GAAP / IFRS: the accounting foundation

I align the accounting schedules with the applicable reporting framework and the business’s accounting policies, including revenue recognition, leases, depreciation, provisions and working capital. The income statement, balance sheet and cash flow are linked, with management adjustments reconciled separately from reported figures.

FAST is a modeling standard, not an accounting framework. A financial model supports analysis; it does not itself constitute audited financial statements or an assurance opinion.

For due diligence

Reconcile the forecast to historical results, test EBITDA adjustments and cash conversion, and expose unsupported growth or margin assumptions. Sensitivities show how downside cases affect valuation, financing needs and covenant headroom before a purchase decision.

For planning

Translate pricing, sales volumes, hiring and capital expenditure into an integrated cash forecast. Compare operating scenarios, size funding needs and track actuals against plan so management can act on the drivers behind a variance.

M&A synergy modeling

What is the combination actually worth?

I model the buyer and target on a standalone basis before adding synergies. The acquisition case must explain the market niche being purchased—and what the combined business gains or loses.

  1. 01

    Competitive analysis & market niche

    Map the target’s customer segments, competitors, substitutes, pricing and routes to market. Test whether the acquisition adds a differentiated position, access to a new niche or simply more exposure to the buyer’s existing market.

  2. 02

    Revenue synergies & cannibalization

    Estimate cross-selling and distribution gains by customer and product, then deduct overlapping sales, product substitution, pricing pressure and customer attrition. Moving revenue from one group company to another is not incremental growth.

  3. 03

    Cost savings & integration investment

    Build savings from procurement, shared functions and capacity consolidation, with explicit timing and implementation assumptions. Include severance, systems migration, capex and working capital needs rather than treating savings as immediate or cost-free.

  4. 04

    Net cash flow & deal returns

    Bridge standalone value to combined value using net synergy cash flows after tax and integration costs. Stress-test delivery, delays and cannibalization to show the effect on purchase-price headroom, leverage and investment returns without double-counting benefits.

The output is a standalone-to-combined value bridge, a timed synergy schedule and a downside case—not a blanket percentage uplift to the seller’s forecast.

SBA acquisition financing

A $3 million acquisition? Plan for quality of earnings.

Effective October 1, 2026, SBA 7(a) initial acquisitions and business expansions with a business purchase price of $3,000,000 or more require a quality of earnings report in addition to a business valuation. The updated SOP applies to applications received by SBA on or after that date.

How it works

Four steps, no surprises

From first call to handover, you always know the scope, the number and the date.

  1. 01

    Send the brief

    The contact form takes the situation: what exists, what it needs to do, and who has to be convinced. No pitch deck.

  2. 02

    Fixed-scope proposal in 24h

    Written scope, deliverables, timeline and a fixed fee. You know the number before anything starts.

  3. 03

    Build or audit, weekly check-ins

    Working sessions each week against a visible milestone list. No four-week silence followed by a surprise.

  4. 04

    Handover and 30 days support

    A recorded walkthrough of every tab and driver, plus thirty days of questions answered at no extra cost.

Case studies

What changed, in numbers

All case studies →
AI & SaaS

Series A model: 11 errors fixed, round closed at $14M

material errors found
11
material errors found
audit turnaround
5 days
audit turnaround
round closed
$14M
round closed
Read the case study →
Real estate

Mixed-use development: equity waterfall rebuilt, IC approval in one pass

levered IRR, base case
17.8%
levered IRR, base case
through investment committee
1 pass
through investment committee
peak equity sized
$22M
peak equity sized
Read the case study →
Hardware & manufacturing

Hardware scale-up: working capital peak found before it hit

working capital gap identified
$3.2M
working capital gap identified
cash conversion cycle
7 months
cash conversion cycle
to a financed plan
6 weeks
to a financed plan
Read the case study →

Free tools

Three calculators, no sign-up

Runs in your browser. Nothing stored.

DCF calculator

Revenue, margin, capex, WACC and terminal growth into an enterprise value range with a full sensitivity table.

Runs in your browser. Nothing stored.

Open the tool →

Runway calculator

Cash, burn and revenue growth into months of runway, with the month-by-month cash curve.

Runs in your browser. Nothing stored.

Open the tool →

Model health check

Twelve questions, a score out of 100, and the three risks most likely to surface in diligence.

Runs in your browser. Nothing stored.

Open the tool →

Clients

In their words

"It’s been a pleasure working with him. He spend time to take deep understanding of our business and translates that into well-structured financial models."
Upwork clientFinancial analysis & modelingApr 2025View on Upwork
"Great work, very explanatory, amazing communication highly recommend"
Upwork clientCap table and Carta fixNov 2025View on Upwork
"Sergei is absolutely phenomenal to work with. A true professional, he has significantly helped my company and provided invaluable support on multiple important business calls."
Chantell P.Sales projections and growth rateFeb 2025View on Upwork
"Sergei is honest, hardworking and knows what he's doing."
Matt H.Financial model for an oil investment fundSep 2024View on Upwork
"Sergei is excellent in everything he does and a true pleasure to work with."
ES B.Commercial real estate analysis & modelingOct 2025View on Upwork
"Sergei worked well with us and was committed and patient to complete his work to a high standard. He communicated well, and was able to do a number of reviews and adjustments…"
Christopher Z.Power BI dashboardJun 2024View on Upwork

Pricing

Fixed fees, published

Market-average starting points. Your proposal carries the exact number before work begins.

Full pricing →

Model audit

$2,500

fixed scope

Independent review of an existing model before you put it in a data room.

  • Cell-level formula review
  • Ranked error register
  • Assumption benchmark check
  • Audit summary letter
Start with an audit →

Valuation

$4,000

fixed scope

DCF, comparables and precedent transactions with a written memo.

Valuation fees are fixed in advance and never depend on the value conclusion.

  • WACC build and DCF
  • Comp sets and football field
  • Sensitivity grid
  • 10–15 page memo
Scope a valuation →

Model build

$3,500

from

A three-statement or development model built from your data.

  • Driver-based revenue build
  • Full three-statement linkage
  • Scenario manager
  • Handover walkthrough
Scope a build →

Fundraise package

$7,500

from

Model, cap table, returns view and diligence prep for a live round.

  • Fundraising model
  • Cap table and dilution
  • Investor MOIC and IRR
  • Diligence Q&A prep
Prepare a raise →

Latest guides

All guides →
Abstract navy and gold transaction-threshold composition

SBA 7(a) Quality of Earnings Requirement for $3M+ Acquisitions

When SBA 7(a) acquisitions need QoE, how the $3M business-price test works, and what to agree with your lender before commissioning a report.

9 min read · Updated 2026-10-18

Abstract navy and gold composition illustrating ebitda add-backs: evidence, recurring costs and owner replacement

EBITDA add-backs: evidence, recurring costs and owner replacement

An EBITDA add-back is a proposed adjustment, not free earnings.

6 min read · Updated 2026-10-18

Abstract navy and gold composition illustrating working capital pegs, closing adjustments and debt-like items

Working capital pegs, closing adjustments and debt-like items

A working capital peg defines the operating capital the seller must deliver at closing.

6 min read · Updated 2026-10-18

FAQ

Questions people ask before booking

Send the brief through the contact form and a fixed-scope proposal follows within 24 hours. Build work typically starts the week after the proposal is signed.

Fixed fee against a written scope. You know the number before work starts. Out-of-scope requests are quoted separately rather than absorbed quietly into an hourly total.

Excel by default, because that is what diligence teams and lenders use. Google Sheets versions are available where a team genuinely collaborates live, with the caveat that some structures are slower there.

That is a design requirement, not an afterthought. Inputs are colour-coded and isolated, no hardcodes sit inside formulas, and every engagement ends with a recorded handover walkthrough plus 30 days of support.

Yes. Joining an investor, board or credit committee call to walk through the logic is a standard part of build and valuation engagements.

Yes. 409A valuations for option pricing are available as a standalone engagement, prepared to safe-harbor standards with full documentation of method, inputs and conclusions.

Historical financials if they exist, your current model or spreadsheet, a pricing and contract summary, headcount plan, and any investor or lender materials already in circulation.

Yes, as a matter of course, and before any data is shared.

Two ways to start

Get a quote, or start with the checklist.

If you know what you need, request a quote — a fixed-scope proposal follows within 24 hours. If you are still deciding, take the checklist investors effectively run your model against and see where it stands.

One email with the checklist. No sequence, no sharing your address.

Get a quote

Send the brief — what exists, what it needs to do, and who has to be convinced. A fixed-scope proposal with the exact fee follows within 24 hours.

or write directly

Open the contact page →

Get a quoteFree health check