QoE Analysis for Independent Searchers & ETA
Published February 2026
Review 50 deals to close one — you can't spend $50K on QoE for every opportunity.
$20K–$60K
Traditional QoE cost
$2,000
Per project with Shepi
2–4 hours
Initial analysis time
Independent searchers face a unique dilemma: you need professional-quality financial analysis to make confident acquisition decisions, but you're working with limited capital and often evaluating multiple deals simultaneously. Traditional QoE reports are priced for institutional buyers — not for searchers who might review 50 deals to close one.
The Searcher's Challenge
Entrepreneurship Through Acquisition (ETA) has grown dramatically, with thousands of independent searchers actively looking for businesses to acquire. But the due diligence process hasn't evolved to match this new buyer profile.
High volume, low conversion
Reviewing 30–100 deals to close one means you can't spend $50K on QoE for every opportunity
Self-funded diligence
Unlike PE-backed buyers, searchers bear the cost of failed diligence themselves
Limited M&A experience
Many first-time buyers need guidance on what to look for
Time pressure
Sellers and brokers expect responsiveness; slow diligence kills deals
Lender requirements
SBA and other lenders increasingly require formal QoE, adding to costs
Why Searchers Need Quality of Earnings
Without QoE analysis, you're relying on the seller's financials at face value. This is risky because:
Overstated add-backs
Owner add-backs may be overstated or fabricated
Unsustainable revenue
Revenue may include non-recurring or unsustainable items
Hidden cash needs
Working capital requirements may be understated, meaning more cash at closing
Hidden liabilities
Off-balance-sheet obligations or aggressive accounting may mask true performance
The Cost Barrier
Traditional QoE from a CPA firm costs $20,000+ for a small business acquisition. For a searcher evaluating a $2M deal, that's 1–3% of enterprise value — a significant cost when the deal might not close. This creates two bad outcomes:
Skipping QoE entirely
Proceeding without proper analysis and hoping for the best
DIY in Excel
Building ad-hoc spreadsheets without the structure or guidance of a professional analysis
How Shepi Fits the Searcher Workflow
Deal Screening (LOI Stage)
Upload the seller's financials and get a structured analysis in hours, not weeks. Quickly identify whether earnings are real and sustainable before signing an LOI.
Due Diligence (Post-LOI)
Deep-dive into multi-period analysis, build your EBITDA adjustment bridge, analyze working capital, and document findings professionally.
Negotiation Support
Use documented analysis to negotiate the purchase price, working capital targets, and deal terms with credibility.
The Searcher's QoE Checklist
The diligence priorities for a sub-$10M search-fund or self-funded acquisition look different from an institutional PE deal. Here's what actually moves the needle on these transactions:
Owner-comp normalization to a real replacement-CFO benchmark
Don't just take the seller's add-back at face value. Benchmark against what a non-owner GM or CFO actually costs in your industry and market — typically $120K–$250K total comp for sub-$5M businesses, higher for skilled-trade or licensed-professional roles. The delta between owner draw and replacement cost is the legitimate add-back; everything else is at risk under buyer scrutiny.
Personal-expense add-backs with documented support
Vehicle, phone, travel, meals, family payroll, country-club dues — these are common but each one needs a GL trace and a credible explanation. AI-assisted full-population review surfaces them; you decide which ones to defend.
Customer concentration disclosure (the SBA threshold)
Any customer over 20% of revenue is a yellow flag for SBA lenders. Over 30% is a red flag that can kill the loan. Document concentration trends across the trailing 36 months — not just the latest year — and have a contingency narrative ready.
Working capital peg for sub-$5M deals
Most LOIs at this size leave the WC peg vague. That's a $50K–$200K negotiation post-LOI. Calculate the trailing-12-month average net working capital, document the seasonality, and lock the peg in writing before signing.
Seller-financing and earnout diligence
If part of consideration is a seller note or earnout tied to forward EBITDA, the QoE conclusions about sustainability of earnings directly drive the structure. Know what you're agreeing to before you sign the note.
3-year normalized cash-flow coverage for the lender
SBA 7(a) underwriters want to see 1.25x debt service coverage on normalized historical cash flow. That's not a single number — it's a defensible bridge from reported net income through every adjustment to free cash flow. Build it once, defend it in underwriting.
Search Fund vs. Self-Funded: Different QoE Needs
"Searcher" covers a wide range of buyer profiles, and the QoE requirements scale with the capital structure:
Self-funded searcher
You're personally on the hook for diligence costs and the loan personal guarantee. Cost-efficiency matters most. AI-assisted analysis with your own review is usually the right structure unless your lender requires CPA attestation.
Traditional search fund (LP-backed)
Your investors expect institutional-quality diligence. AI-assisted analysis still makes sense as the foundation, but most search funds engage a CPA firm for the final attested report — using AI-prepared workpapers to compress the engagement from $40K to $15–20K.
Independent sponsor / fundless sponsor
You're raising deal-by-deal capital and the QoE is part of the LP marketing package. CPA attestation is usually expected. Use AI-assisted tooling to lengthen your runway between fundraising and close.
First-time direct buyer (no fund)
If you're buying with personal capital and an SBA loan, your lender's requirements drive the format. Get the lender's QoE requirements in writing before you spend money on the engagement.
What SBA Lenders Actually Want to See
SBA 7(a) acquisition lending is the largest source of capital for sub-$5M business buyers. The underwriting requirements have tightened materially over the past two years. Here's what underwriters consistently ask for in a QoE — and where AI-assisted analysis can shorten the cycle:
DSCR ≥ 1.25x on normalized cash flow
Debt service coverage ratio calculated on the trailing-12-month or trailing-3-year normalized EBITDA, less capex, less working capital changes. Show the math, line by line, drillable to source.
3-year historical normalization
Underwriters want to see how add-backs trended over time, not just a single-period snapshot. Inconsistent year-over-year add-backs are a red flag.
Customer concentration narrative
If any customer is over 20% of revenue, you need a documented mitigation: contract length, switching costs, relationship depth, contingency plan if lost.
Quality of revenue (recurring vs. one-time)
Underwriters increasingly ask for revenue broken down by recurring/contracted vs. project-based vs. one-time. Recurring revenue carries more credit weight.
Working capital peg with seasonality
Show the monthly working capital trend across 24+ months. Lenders want to fund both the purchase price AND the working capital cycle, not just the purchase price.
Add-back support documentation
Every material add-back needs a source citation — invoice, contract, GL line, or management representation. 'Owner discretionary' is not a documented add-back.
Full QoE Firm vs. AI-Assisted with Shepi
| Dimension | Traditional CPA QoE | AI-Assisted with Shepi |
|---|---|---|
| Cost per deal | $20K–$60K | $2,000 per project |
| Time to first findings | 3–6 weeks | Hours to days |
| Population coverage | Sample-based (5–15% of GL) | 100% of GL transactions |
| Best for LOI screening | Too slow and expensive | Yes — designed for it |
| Best for SBA-attested QoE | Yes (when lender requires CPA sign-off) | Workpaper foundation; pair with CPA review |
| Audit trail | Workpapers, varies by firm | Every adjustment traced to GL + source doc |
| Reusability across deals | Each deal is a new engagement | One subscription covers unlimited deals |
The honest answer for most searchers: use AI-assisted analysis on every LOI you screen, then engage a CPA only on the deals you're actually closing — and only if your lender requires attestation. That's how you keep diligence cost proportional to deal value.
Specific Searcher Use Cases
Self-funded searchers
Minimize diligence costs while maintaining professional standards
Funded searchers
Accelerate analysis to review more deals within your search window
Search fund principals
Provide institutional-quality analysis to your investor base
First-time buyers
Shepi's AI assistant provides guidance on what to look for and how to interpret findings
When You Still Need a CPA Firm
Shepi accelerates and structures your analysis, but some situations still call for a formal CPA engagement:
SBA loan requirements
Many lenders require QoE from an independent CPA firm
Complex accounting issues
Revenue recognition, construction accounting, or multi-entity consolidation
Investor requirements
Some investors mandate third-party QoE as a condition of funding
Even in these cases, Shepi serves as the analytical foundation — your CPA firm can use Shepi's workpapers as a starting point, significantly reducing their engagement time and your cost. For a longer take on where AI fits and where human judgment remains essential, read AI Won't Do Your Quality of Earnings Analysis For You.