For business buyers · Before you sign
You're about to wire a life-changing amount for a business a stranger built. Before you commit, a former commercial banker reads the seller's financials the way a lender will, and shows you what the numbers actually support.
Bring your deal. I'll tell you one true thing about it on the call, free, no obligation.
The deliverable
Every review rebuilds the seller's earnings into a number you can defend, then tests the asking price against it. This is one section from a sample review, using illustrative figures for a fictional HVAC business.
The seller markets the business on one earnings figure. A lender and a buyer's analyst will rebuild it, accepting some adjustments and rejecting others. The gap between those two numbers gets multiplied by the valuation multiple, which is why a $90,000 difference in earnings can move the price by more than $250,000.
The full review carries this same treatment across ten sections: recast earnings, a valuation sanity check, a red-flag scan, an owner-dependency read, debt-service math, financing structure, and a seller question punch-list you can hand over before signing an LOI.
See the full sample review (PDF)The stakes
A formal accounting-firm Quality of Earnings engagement is a different scope of work, and on most Main Street deals it is not what a buyer ends up commissioning. So many buyers go in on the seller’s numbers alone. Here’s what that tends to cost.
Owner add-backs and one-time items dressed up to make the profit, and the price, look bigger than it really is.
The business runs on the seller's relationships and habits. Day one after closing, it's a different company.
One customer, one vendor, or one contract quietly holds up most of the revenue you're paying for.
The asking price sounds fair until someone runs it against recast earnings and debt service, the same test the bank will run in 60 days.
Effective October 1, 2026
SBA issued SOP 50 10 8.1 on August 14. It applies to any application issued a loan number on or after October 1, and it rewrites how acquisitions get underwritten. A lot of LOIs signed this summer were built on the old math, and the problem doesn’t surface until underwriting — after the money and the months are spent.
Rule references current as of August 2026. Your lender determines how the rules apply to your specific file.
The Deal Financial Review
The essentials of a Quality of Earnings analysis plus a valuation sanity check, built for real Main Street deals and priced for the size of the purchase.
Green, yellow, or red on the deal at its asking price, and the three things that matter most.
The seller's profit, normalized. Real add-backs kept, dressed-up ones stripped, so you see the earnings you're actually buying.
Compare the asking price with recast earnings and relevant transaction or industry reference points, when available, so you can see whether the price appears supportable. This is not a certified business valuation or appraisal.
Concentration, revenue and margin trends, cash issues, working capital needs, and anything propping up the earnings.
Can this run without the seller, or does the value leave with them? Answered plainly.
At this price and today's rates, do real earnings cover the loan and still leave you a living wage?
The exact financial questions and documents to demand from the seller before you close.
How it works
You shouldn't have to pay a stranger before you've heard how he thinks. So the first step is free, and useful on its own.
Bring whatever you have, the listing, the CIM, the broker's numbers, your LOI. I'll look at it live and tell you honestly what I'd examine first. You leave with something useful whether or not we go further.
A fixed fee based on the size of the purchase, starting at $1,500. Pricing is confirmed after the 20-minute conversation and scope review. No payment is required before we have discussed the deal and confirmed the work. No subscriptions, no upsells.
A complete written analysis ending in a clear green, yellow, or red call, with recast earnings, the red flags, the debt-service check, and your seller question list. Yours to act on and hand to your partners or lender.
Why this read is different
No transaction-based compensation of any kind: no commissions, lender fees, broker fees, referral fees, success fees, or percentage of any deal. Telling you the numbers don't support the price is as much a result as telling you they do.
15 years in business and commercial banking, reviewing business financials, credit requests, and acquisition-related files reviewed. This is the same reading those files get, done for the buyer instead of the bank.
No junior analyst, no handoff after the sales call. The person who reads your deal is the person you talked to.
How this fits with your lender. A lender or SBA financing professional helps determine whether financing can work. Praxis Profit helps you understand whether the business itself makes sense at the current price, based on the numbers available. Both questions matter, and they are answered by different people.
Pricing
From $1,500 flat fee, scoped to your purchase price
Pricing is confirmed after the 20-minute conversation and scope review. No payment is required before we have discussed the deal and confirmed the work. A formal accounting-firm Quality of Earnings engagement is a different scope of work; this is focused buyer decision support, not an audit, attestation, or CPA-issued QoE. The Deal Financial Review is designed primarily for business purchases between approximately $250,000 and $5 million, with a core focus on transactions between $500,000 and $3 million. Smaller and larger transactions can still be discussed on the initial call.
Clarity & turnaround promise
Every review is delivered on time with a clear green, yellow, or red verdict and plain-English answers to your key financial questions. If you need more clarity on my findings after reading your report, I'll answer your follow-up questions by email or video within 24 hours, at no extra charge.
Free tools
A full written review of a sample HVAC acquisition, the verdict, the recast earnings, the red flags, the debt-service math, and the seller question list. Exactly what you'd receive on your own deal.
Download the sample (PDF)22 things to check in a target's financials before you make an offer, the same first pass I run on every deal, updated for current SBA rules, including SOP 50 10 8.1, which takes effect October 1, 2026. Use it on your next listing today.
Download the checklist (PDF)Questions
Because you shouldn’t pay a stranger before you’ve heard how he thinks. Bring your deal, I’ll tell you what I’d examine first, and you’ll leave knowing more than you came in with either way.
No. A formal accounting-firm Quality of Earnings engagement is a different scope of work, performed by a licensed CPA firm under professional standards. Praxis Profit provides focused buyer decision support for Main Street acquisitions: independent financial analysis of what the seller’s numbers appear to support. It is not an audit, an attestation, a CPA-issued QoE, a certified valuation, or legal or tax advice.
Five to seven business days from the point I have the documents. If you’re inside a diligence window with a hard date, say so on the call and I’ll tell you honestly whether I can meet it.
Whatever the seller has provided: profit-and-loss statements, tax returns, the listing or CIM, and any add-back schedule. A short intake form covers the rest. The more complete the documents, the sharper the review.
Then you just saved yourself from the most expensive mistake of your life. Telling you to walk away is as valuable as telling you to proceed — that’s what independent means.
This is independent buyer decision-support rather than a formal CPA audit, so a lender may still require its own appraisal or verification. That said, it is built around the same metrics banks use in credit analysis — recast earnings and debt-service coverage — and lenders appreciate a buyer who shows up with clear, organized numbers.
The Deal Financial Review is designed for business purchases between approximately $250,000 and $5 million, with most engagements falling between $500,000 and $3 million. Smaller or larger transactions may still be a fit depending on the complexity and decision at stake. Bring the deal to the call, and we’ll determine whether the review will give you the clarity you need before moving forward.
The fee is set before the review begins based on the size and complexity of the work. It does not change if the price is negotiated down, the deal falls apart, or the transaction closes. My compensation never improves because you pay more for the business, which helps keep the review independent.
Then you’re past the deal review and into the part where cash flow visibility matters most. I work with owners after the purchase too — Business & Financial Performance Advisory for owners who want clearer cash flow, margin, and decision visibility after the purchase. See the Running a Business page.
Discuss My Deal
Bring me the deal. In 20 minutes you'll know what I'd examine first, and in a few days, if you want the full review, you'll know exactly what you're buying.
Discuss My DealNot ready to book a time? Send me your deal details and I'll come back to you. Or email hello@praxisprofit.com.
