SBA Lender QoE
- Meets the SOP 50 10 8.1 scope, including the cash proof
- Engaged by and addressed to the lender
- Supported adjusted EBITDA for debt service coverage
from $12,0002–3 weeks
Quality of earnings · $1M–$10M acquisitions
Know the earnings are real before the loan closes.
CleanStack prepares quality of earnings reports for SBA lenders, buyers and sellers of lower middle market businesses. Auditor-grade work, a fixed fee, and a report in two to three weeks.
Fixed fees from $7,5002–3 week turnaroundCash proof in every report
WP C-1 · Cash proofIllustrative
Revenue to bank to tax return
Trailing twelve months, sample HVAC services company
| Line | TTM | FY24 |
|---|---|---|
| Revenue per P&L | 4,212,560✓ | 3,948,110✓ |
| Add: sales tax collected | 96,300 | 90,420 |
| (Increase) decrease in receivables | (41,870) | 22,650 |
| Non-revenue deposits | 55,000ⓐ | — |
| Expected deposits | 4,321,990 | 4,061,180 |
| Deposits per bank statements | 4,323,625Ⓑ | 4,061,180Ⓑ |
| Unexplained variance | 1,635 | 0 |
✓ Agreed to general ledger and Form 1120-S
Ⓑ Traced to 12 monthly bank statements
ⓐ Owner loan, excluded from revenue; see adjustment A-4
For SBA 7(a) lenders
SOP 50 10 8.1 now requires a lender-commissioned QoE on larger acquisitions.
From October 1, 2026, SBA acquisition loans at $3M or more need an independent quality of earnings report prepared for the lender. CleanStack is built to deliver that report quickly and at a predictable price.
EffectiveOct 1, 2026
Applies to initial acquisitions and business expansion loans.
Threshold$3M+
Purchase price, measured before buyer equity or seller financing.
Core requirementCash proof
Bank statements tied to the income statement and tax returns for the TTM and two fiscal years.
A report prepared for the buyer or seller can't be used in place of the lender's report. Confirm how the rule applies to a specific loan with your SBA credit policy team.
Services & fees
Three reports, each at a fixed fee.
You get a firm quote after a 20-minute scoping call. Fees depend on deal size and the condition of the seller's records.
Buy-side QoE
- For search funds, independent sponsors and individual buyers
- Tests every seller add-back against evidence
- Working capital peg to support the purchase agreement
from $7,500about 2 weeks
Sell-side readiness QoE
- Finds problems before a buyer's diligence team does
- Gives brokers defensible numbers for the listing
- Shortens diligence after the letter of intent
from $8,0002–3 weeks
What's in the report
The analysis a credit committee asks for.
✓
Adjusted EBITDA bridge
Each add-back and normalization, the evidence behind it, and whether it survives new ownership.
✓
Cash proof
Deposits reconciled to reported revenue and to the tax returns, with every variance explained.
✓
Revenue quality
Customer concentration, recurring versus one-time revenue, pricing and trend by month.
✓
Net working capital
A normalized twelve-month average to set the peg in the purchase agreement.
✓
Payroll and owner costs
Owner compensation normalized to a market-rate replacement manager.
✓
Red-flag memo
A short list of issues for the lender or buyer to resolve before closing.
How an engagement runs
From scoping call to report in about three weeks.
- Day 0
Scope
A 20-minute call on the deal, the records and the deadline, then a fixed-fee quote.
- Day 1
Engage
Engagement letter signed and a 50% retainer. The data request goes out the same day.
- Days 2–5
Collect
General ledger, bank statements, tax returns and payroll records, uploaded to a secure data room.
- Days 5–14
Analyze
Fieldwork, the cash proof and add-back testing. Seller questions are handled in one organized round.
- Days 14–21
Deliver
A draft review call, then the final report. The balance is due on delivery.
- Founder
- Curtis Forsythe
- Audit
- 10 years on the audit staff at Grant Thornton
- Software
- Co-founder of OutTask, a B2B SaaS company acquired by Concur Technologies in 2008
- Based in
- Washington, DC, serving lenders and buyers nationwide
About CleanStack
An auditor's discipline, delivered at small-deal speed.
Large firms rarely take acquisitions under $10M, and when they do, the fee and the six-week timeline often don't fit the deal. CleanStack fills that gap.
The founder reviews every report personally. The work combines a decade of audit fieldwork with software that automates bank-statement matching and general-ledger analysis, so the hours go into judgment rather than data entry.
Questions
Common questions
Is a quality of earnings report an audit?
No. A QoE is a financial due diligence analysis, not an audit or other attest engagement, and it doesn't express an opinion on the financial statements. It tests whether reported earnings are supported, recurring and transferable to a new owner.
Who engages CleanStack on an SBA loan?
For loans covered by SOP 50 10 8.1, the lender engages CleanStack and the report is prepared for the lender. The borrower can pay the fee if the lender allows it. We don't do buy-side work on a deal where we're the lender's provider.
What do you need from the seller?
Usually two fiscal years plus year-to-date general ledger detail, all bank statements for the same period, federal tax returns, payroll reports, and customer revenue detail. We send a specific list at engagement.
What if the seller's records are messy?
We look at the records during scoping and price that in up front. If records need significant rebuilding, we quote that separately before starting.
Can you work on deals outside Washington, DC?
Yes. Engagements are handled remotely through a secure data room, with site visits when a deal calls for one.
Request a quote
Tell us about the deal.
Share the basics and we'll reply within one business day to set up a scoping call.
Please don't send financial statements through this form. We'll provide a secure data room once engaged.