Quality of earnings
Prepared and signed by Sergei Mochtchenkov, a CFA charterholder.
Know which earnings you are paying for. I test the seller’s EBITDA adjustments, revenue durability and cash conversion before you commit to a purchase price. I’m Sergei Mochtchenkov, CFA, a CFA charterholder. I lead the analysis personally and sign your quality of earnings report. For buyers evaluating a target and sellers preparing for diligence.
- For buyers
- Buy-side from $6,000 · 2–3 weeks
- For sellers
- Sell-side fixed fee from $4,500 · 3–4 weeks
- Scope and timing
- Typical timelines start after the NDA is signed and the agreed data is complete. The proposal confirms scope, fee and delivery dates; additional entities or incomplete records may change them.
- CFA charterholder
- I lead the analysis personally: Sergei Mochtchenkov, CFA.
- Signed report
- My conclusions, signed by me, with the scope, evidence and limitations stated.
- Traceable adjustments
- A reported-to-adjusted EBITDA bridge that separates supported items from open questions.
- Proposal in 24h
- Fixed scope, fee and delivery schedule agreed before work begins.
For buyers
For acquisition buyers, search funds and family offices testing the earnings behind the purchase price. I challenge seller add-backs, assess revenue durability and cash conversion, and flag issues that affect price, working capital and financing.
Buy-side from $6,000 · 2–3 weeks
- Independent assessment of the seller’s EBITDA bridge
- Revenue concentration, cash conversion and working capital review
- Signed findings memo with supporting evidence and open issues
For sellers
For owners preparing for a sale. I organize the earnings evidence, distinguish defensible add-backs from recurring costs and identify data gaps before buyer diligence. This is seller preparation, not a substitute for an independent lender-required report.
Sell-side fixed fee from $4,500 · 3–4 weeks
- Documented seller add-backs and normalized EBITDA bridge
- Data gaps and recurring-cost challenges addressed before diligence
- Signed findings memo and organized supporting schedules
For your acquisition decision. Not a CPA attest report.
My signed consulting report is prepared for buyers, search funds and family offices assessing sustainable earnings, and for owners preparing for a sale. The engagement identifies the client, intended users and permitted sharing. It is not a CPA attest report, audit or assurance opinion.
For SBA financing, involve the lender before fieldwork so its provider, Cash Proof, scope and reliance requirements are built into the engagement. A buyer-commissioned report may be usable subject to the applicable reliance or secondary-review arrangements and lender approval. A report prepared by or for the seller does not satisfy the lender’s independent QoE requirement.
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.
The threshold is the business purchase price—not the loan amount—and is measured before buyer equity or seller financing. The appraised value of owner-occupied commercial real estate is excluded. Owner buyouts, ESOP and cooperative transactions are outside this specific QoE requirement; lenders may still request diligence below the threshold or for excluded transactions.
Agree the engagement with your lender before commissioning the report. SBA requires an independent financial professional and a Cash Proof reconciling bank activity to earnings and tax records. Provider approval, scope and reliance arrangements must meet the lender’s requirements. A seller-prepared report does not satisfy this requirement; a CFA charter or a signature alone does not establish lender acceptance.
A signed report. A clear basis for your decision.
You receive a quality of earnings report signed by me—Sergei Mochtchenkov, CFA—together with the supporting workbook. It sets out the period reviewed, agreed procedures, evidence, adjustments, unresolved questions and limitations. Each material finding is linked to its potential effect on earnings, cash needs or deal terms.
My signature identifies the professional responsible for the analysis; it is not an audit opinion, a certification of the accounts or a guarantee of lender acceptance. If the report is intended for a lender, agree the provider qualifications, scope and permitted reliance with that lender before work begins.
What quality of earnings tells you
A quality of earnings analysis separates reported results from the earnings a business can reasonably sustain. I reconcile management accounts to the underlying records, assess proposed adjustments and identify the assumptions that affect price, cash needs and deal terms.
The focus is historical earnings and their durability—not a promise that the forecast will be achieved. Where evidence is missing, I flag the gap rather than treating an unsupported add-back as established earnings.
Adjusted EBITDA: evidence before add-backs
I review owner compensation, related-party transactions, non-recurring costs, run-rate changes and accounting cut-off. Each proposed adjustment is traced to support, with recurring costs and unachieved savings kept separate from genuine normalization items. Adjustments can reduce earnings as well as increase them.
The bridge keeps reported EBITDA, seller adjustments and my assessment distinct. GAAP or IFRS accounting treatment is considered against the applicable framework; adjusted EBITDA is a separate, non-GAAP measure, not a substitute for the financial statements.
Revenue quality, margins and concentration
I examine monthly revenue and gross margin trends, customer concentration, recurring versus one-off sales and the effect of pricing or mix. Where the records support it, I test retention, contract terms and post-period trading to distinguish durable performance from timing effects.
Cash conversion and working capital
EBITDA does not fund a business by itself. I trace earnings into cash, review receivables ageing, inventory and payables, and identify seasonal working capital requirements. The analysis provides a basis for discussing a working capital peg—not just a single balance-sheet snapshot.
Potential debt-like and cash-like items are listed separately for agreement with your legal and transaction advisers. Their treatment depends on the purchase agreement and the specific deal, not a universal classification rule.
What I need to get started
Monthly financial statements and trial balances, the general ledger, bank reconciliations, revenue by customer, aged receivables and payables, inventory detail where relevant, and the seller’s EBITDA adjustments. A multi-year monthly history helps distinguish seasonality from a change in performance; the exact period and procedures are agreed in the scope.
Start with a non-confidential brief describing the business, transaction stage, deadline and available records. I sign an NDA before confidential documents are shared. A fixed-scope proposal follows within 24 hours; the fee and delivery schedule are agreed before work starts.
Analysis, not assurance
My signed report supports acquisition decisions for buyers, search funds and family offices, and earnings preparation for sellers. It is not a CPA attest report, audit, review or assurance opinion. Findings depend on the records and agreed procedures; intended users and permitted reliance are documented in the engagement.
For forecast stress-testing, valuation sensitivities and the wider acquisition case, the buy-side due diligence engagement extends beyond historical earnings analysis. Quality of earnings can be scoped separately or coordinated with that work, without duplicating procedures.
Who it's for
- Search funds and independent sponsors evaluating an acquisition
- Buyers and family offices testing a seller’s EBITDA bridge
- Owners preparing their financials ahead of a sale
- SBA 7(a) acquisition buyers coordinating lender-required diligence
- Deal teams needing an independent view of earnings and working capital
Deliverables
What you receive
- Reported-to-adjusted EBITDA bridge with supporting evidence and unresolved items
- Revenue and margin analysis by customer, product or segment, where data permits
- EBITDA-to-cash reconciliation and cash conversion analysis
- Working capital trends, seasonality and a proposed normalized working capital basis
- Debt-like and cash-like items schedule for discussion with your transaction advisers
- Quality of earnings report signed by Sergei Mochtchenkov, CFA, supporting workbook and a walkthrough of the conclusions
Process
How the engagement runs
- 01
Data request
I send a tailored request for financial statements, ledgers, tax records, bank data and the seller’s proposed adjustments. No confidential records are needed for the initial brief.
- 02
NDA
We sign an NDA and agree scope, intended users, fixed fee and delivery dates before confidential records are shared.
- 03
Fieldwork
I reconcile the records, test revenue and cash conversion, review working capital and discuss exceptions with management.
- 04
EBITDA bridge
I separate reported earnings, supported adjustments and unresolved items, with evidence for each material add-back.
- 05
Findings memo
You receive my signed QoE findings memo and supporting schedules, followed by a discussion of deal implications and open questions.
FAQ
Questions about quality of earnings
Diligence preparation
Seller add-back checklist
Prepare the evidence behind each proposed adjustment before buyer diligence. Keep confidential documents out of the initial enquiry.
- 01List every proposed add-back with its amount, period and general-ledger reference.
- 02Attach invoices, payroll records or contracts supporting each material adjustment.
- 03Separate owner compensation from the market cost of replacing the owner’s role.
- 04Check whether a supposedly one-off expense also occurred in prior years.
- 05Reconcile related-party charges to arm’s-length terms and identify ongoing costs.
- 06Separate achieved run-rate changes from forecast savings and unimplemented synergies.
- 07Include negative adjustments, non-recurring revenue and deferred maintenance.
- 08Reconcile the final bridge to reported accounts and flag missing support.
Preparation checklist, not an assurance conclusion or automatic acceptance of any adjustment.