Quality of Earnings: Who to Stay in Touch With, and When

Who to stay in touch with during quality of earnings: the six people on your deal, what each needs to hear, and a map of QoE workstreams to texts.

By Brett Kaufman. 8 years using relationships to build sales pipelines, from political fundraising to a 7 figure business to running matchmaking for two communities. Over 1,000 introductions facilitated.

During quality of earnings, stay in touch with six people on your deal: the seller, the seller’s bookkeeper or CPA, the broker, your lender, your investors and the QoE team. Each needs a short update from you before any finding reaches them secondhand, because the QoE is where good deals quietly start to wobble.

If you are asking who to stay in touch with during quality of earnings, you are probably in kickoff week. The QoE firm just sent a request list that runs pages long. Bank statements, payroll, the general ledger, every add back explained. The seller has to produce most of it. And from the seller’s chair, it feels less like diligence and more like an audit of their life’s work.

This page is about the people inside this deal. The brokers who are not on it are covered in the brokers you lose during diligence, and the owners, lenders and advisors outside it are in who to keep warm after the LOI.

Why does the QoE strain relationships on the deal?

Because it is built to find the gap between the story and the numbers, and everyone on the deal has a stake in the story.

The SBA spells out what a QoE has to do. Under SBA SOP 50 10 8.1, effective October 1, 2026, the lender must obtain a QoE in addition to the business valuation when the purchase price in a business expansion or initial acquisition is $3 million or more. The report has to reconcile the accountant prepared statements, tax returns, internal financials and IRS transcript data. It must include a cash proof that ties bank statements to the income statement and tax return, on a trailing 12 month basis and for the last two fiscal years. It has to document every add back and assess customer concentration and contract continuity.

Read that list again as a people list. Every line is a conversation with someone who can get defensive.

Even below the threshold, many buyers commission one anyway. On a Searchfunder thread about quality of earnings reports, an intermediary advisor wrote: “I strongly suggest that buyers consider a full QofE even if Lender does not require.” So most buyers who read this will live through one.

Who to stay in touch with during quality of earnings, person by person

Here is the map. The left column comes straight from the SBA’s required scope. The right column is who it touches and what you send.

QoE workstream Who feels it What to send them
Request list and records pull The seller Thanks, the week you are in, the next step
Cash proof against bank statements Seller’s bookkeeper or CPA A direct thank you, one clear ask at a time
Add backs and owner compensation The seller, then the broker A call before any number changes
Customer concentration and contracts The seller Why you are asking, and that customers will not be called without them
Normalized earnings for debt coverage Your lender The draft headline as soon as you have it
Findings and any price question Your investors A three line update, then a call

1. The seller

The seller is producing records, fielding questions and running the business at the same time. The quiet risk is not one bad finding. It is weeks of feeling interrogated with no one telling them where things stand.

Thanks for turning the bank statements around so fast. QoE team is on payroll this week. Next is customer contracts. Nothing changes on our side, just keeping you posted.

Under 30 words. No ask about price.

2. The seller’s bookkeeper or CPA

This is the person actually pulling the files for the cash proof. Nobody thanks them. They decide how fast your deal moves.

Hi [Name], the QoE team said your reconciliations were the cleanest they have seen this year. Thank you. One more pull coming Thursday, then you are mostly done.

Only say it if it is true. If the files were a mess, thank them for the speed instead.

3. The broker on the deal

When a finding lands, the broker is the translator between you and the seller. Give them the headline before the report does.

Heads up before the draft lands: QoE is questioning two add backs, about $80K together. Not a price conversation yet. Want to talk it through Friday before anyone talks to the owner?

4. Your lender

The lender has to use the QoE earnings in the debt service coverage test, per the same SOP. A surprise there is a surprise in your approval. Send the draft headline the day you have it.

5. Your investors

Short and regular. What moved, what is open, one ask. If a finding could touch price, they hear it from you before the seller does.

6. The QoE team

They are working your deal now. They will be someone’s referral later. Answer their questions within a day and thank the manager by name at the end. That is a relationship you want for the next deal.

When should each person hear from you?

On a fixed rhythm, so no one has to wonder. Here is how I would run it.

  1. Kickoff week: one text each to the seller, the bookkeeper, the broker and the lender. Fifteen minutes total.
  2. Every Monday during fieldwork: the seller and the broker. Status, next step, nothing else.
  3. Every Thursday: whoever on the list has gone longest without hearing from you.
  4. The day draft findings arrive: broker first, then lender, then investors, then the seller by phone, not text.
  5. The day the final report lands: thank the bookkeeper and the QoE manager by name.

The rule underneath: no one on this deal learns anything important from someone other than you.

I have watched good operators disappear into diligence, then come up for air to find the relationships around the deal had cooled while they were heads down in spreadsheets. The QoE is the stretch where that costs the most, because it is the stretch where trust gets tested.

What breaks when you run this by hand

Week three. The QoE flags working capital, the lender wants new projections, and the Monday seller text does not go out. Then it does not go out the next Monday either. The seller notices before you do.

This list lives in your head, and your head is full of add backs. For the wider picture of keeping deal flow alive while you close, see deal flow for business buyers.

The system that keeps the deal people warm

FRONT OF MIND opens on your 10 minutes for today. Each person comes with a one line reason why: a follow up due with the seller, a pipeline deal quiet seven days or more, the broker going cold. Every draft is a text style message, 40 words max, nothing sends without your tap, and it learns from your edits so the Monday update sounds like you. Ask Liala out loud, “who do I know that does quality of earnings work,” and get the right people with why.

It runs in your phone’s browser, and you can save it to your home screen. Your contacts are encrypted, no one on our team looks at them, and you can export or delete anytime.

Start free with your first 25 contacts and see who on this deal comes up first.

See how it works

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