Kerdai prepares Quality of Earnings reports, business appraisals and real estate valuations for SBA and conventional lenders, business buyers and sellers, attorneys and CPAs. Valuations are signed by a NACVA Certified Valuation Analyst, an SBA Qualified Source under SOP 50 10 8.1. Based in Miami, serving clients nationwide.
Every report ends in a signed document a credit desk, a buyer, a CPA or a court can follow line by line: the adjusted number, the evidence behind each adjustment, and the issues that still need an answer.
Sellers present adjusted earnings in the best light they can. That is their job. Ours is to rebuild the number from source documents, month by month over three years plus the trailing twelve months, so the price, the loan and the purchase agreement rest on earnings that are real, repeatable and still there after the owner leaves.
The analysis runs month by month, not on annual summaries, so seasonality, pricing changes and the last twelve months can be read on their own.
Reported revenue reconciled to bank deposits and merchant statements. Months that do not tie are reduced to what the deposits support, with the gap explained.
What was claimed, what was accepted and why. Each adjustment is tested against a source document, a non-recurrence narrative and a benchmark.
The P&L reconciled to the filed returns and to IRS account transcripts, obtained under one authorization and shared with the lender.
Revenue by customer by year, contract terms, pricing and churn, so the reader knows whether last year's revenue is likely to repeat.
Stated as adjusted EBITDA and as cash flow available for debt service, by historical year, so the number drops straight into the lender's coverage calculation.
A trailing analysis of receivables, inventory and payables, and a proposed working capital peg for the purchase agreement.
| Reported EBITDA (seller CIM) | 1,240 |
| Owner salary below market | (85) |
| Personal vehicle and travel add-back | 42 |
| Non-recurring insurance recovery | (118) |
| Revenue not supported by deposits | (64) |
| Legal settlement, one-time | 31 |
| Diligence-adjusted EBITDA | 1,046 |
| Difference at a 3.5x multiple | (679) |
The lender engages, the bank is the client and the party entitled to rely on the report. Required under SOP 50 10 8.1 on 7(a) change-of-ownership acquisitions of $3 million or more, and useful on any file where the credit desk wants the earnings tested before the memo is written.
An independent read of the earnings after the LOI is signed and before the purchase agreement locks the price. Buyers use the findings to renegotiate price or structure, size working capital, and answer their own lender's questions.
The same procedures run on your own books before a buyer or a bank runs them. You learn which add-backs will hold, which will not, and what the tested number looks like, while there is still time to fix the record.
Every appraisal is signed by a NACVA Certified Valuation Analyst and prepared under NACVA professional standards. The report states what the business is worth, how that conclusion was reached and what evidence supports it.
SOP 50 10 8.1 requires a business valuation from a Qualified Source on every 7(a) change of ownership. Ours is signed by a CVA, addressed to the bank and delivered in 7 business days from a complete document set.
A defensible conclusion of value for matters where the number will be challenged: partner buyouts, shareholder disputes, estate and gift planning, divorce and litigation support.
What the business is worth today, what drives that number and what a buyer or a bank will see. Used before going to market, for buy-sell agreements, succession planning and ownership transfers between family members or partners.
Prepared under NACVA professional standards and signed by a Certified Valuation Analyst. Typical turnaround for non-lender engagements is 5 to 15 business days from a complete document set.
Owner-occupied buildings, practices sold with their premises, shops with the lot they sit on. Real estate that changes hands alongside a business needs its own number, because the lender, the tax return and the purchase agreement each treat it differently from goodwill.
Kerdai prepares real estate valuations and opinions of value for commercial property that is sold with or alongside a business, for transaction, planning and negotiation purposes. The work draws on the team's graduate training in international real estate, a licensed Florida real estate sales associate on the team, and the same source-document discipline we apply to earnings: leases, rent rolls, operating statements, tax assessments and comparable sales.
Where a lender or a court requires a state-certified appraisal, Kerdai coordinates and reviews it with a state-certified general appraiser in its network, so the business valuation, the QofE and the property appraisal tell one consistent story. Kerdai is not a state-certified general real estate appraiser.
Since October 1, 2026, SBA SOP 50 10 8.1 puts the QofE in the lender's hands on larger 7(a) acquisitions. Kerdai prepares the report for the bank at a flat fee, in 10 business days from a complete document set, and offers a lighter DSC Verification for the files the SOP does not reach.
| QofE, up to $5MBusiness purchase price, 10 business days | $9,500 |
| QofE, $5M to $10MBusiness purchase price, 10 business days | $14,500 |
| QofE rush delivery7 business days instead of 10 | +$2,500 |
| QofE above $10M or multi-entityQuoted within 48 hours | Quoted |
| DSC VerificationSub-$3M files, 7 business days. Cash proof, add-back check, book-to-tax reconciliation and adjusted earnings for the DSC, in a two-page memo to the bank | $4,500 |
| Lender review letterOn a buyer-ordered QofE, 5 business days | $2,500 |
| SBA business valuationBy a Qualified Source (CVA, NACVA), 7 business days from a complete document set | $3,500 |
You sign the engagement letter. The report is addressed to the bank and the bank is the client. The request goes to the buyer and seller the same day. We collect directly, you stay copied.
With your BDO and underwriter. If earnings are coming in light, you hear it here, not on day 10, with the shortfall quantified against projected DSC so price or structure can be renegotiated before the credit memo is written.
Delivered, counted from a complete document set, with workpapers available on request. We answer underwriter questions through closing, and a revised bridge within 30 days of the report date if the structure changes.
Kerdai accepts lender-commissioned QofE engagements only from the lender. We do not accept engagements from the borrower or the seller on the same transaction, and we are paid a fixed fee that does not change with the outcome of the loan. We never keep the books of a business we test.
Disclosure of common ownership. Kerdai's principals also own Investment Consulting USA, a sell-side M&A advisory, and Kerdai Business Advisors, a business-for-sale marketplace. Kerdai declines any engagement on a transaction where either affiliate represents a party, confirms this in writing in every engagement letter before work begins, and if a conflict surfaces after engagement, withdraws, returns the fee and refers the bank to another provider.
The vendor packet includes the engagement letter template addressed to the lender, our W-9, the written independence policy and a methodology note on the cash proof. A redacted sample report is available on request. Your contact is Alejandra B. Barrera, Managing Partner.
Lenders underwriting it, buyers paying it, sellers defending it, and the attorneys and CPAs who have to stand behind it. The work is the same. The reader changes.
SBA and conventional lenders financing a change of ownership.
Owner-operators, searchers, investors and strategic acquirers.
Owners preparing a business for market.
Counsel and accountants who need a number that holds up.
You will know the scope, the fee and the delivery date before we start. Lender engagements follow the Day 1, Day 5 and Day 10 schedule above. Everything else follows this sequence.
A short call about the business, the purpose of the report and who will rely on it. You receive a fixed-fee proposal within two business days.
The letter names the client and the party entitled to rely on the report. One consolidated request list goes out the same day: financials, tax returns, bank statements, customer data, contracts.
We rebuild the numbers from source documents, interview management and research the market. You get a findings call midway. If the number is coming in light, you hear it here.
A draft report with the conclusion and the evidence behind it. Open questions go back to management or the seller once, in one list, and the answers are reflected in the final.
The signed report, with workpapers available on request. We answer the lender's, the CPA's and the attorney's questions through closing, and update the analysis if the deal changes.
Kerdai's team has spent more than twenty years combined on the deal side of M&A: valuing, negotiating and closing acquisitions of privately held companies from the low six figures to the tens of millions. We know how a number holds up at the closing table because we have sat at it.
Valuations are signed by a NACVA Certified Valuation Analyst (CVA), an SBA Qualified Source under SOP 50 10 8.1. The team's background spans transaction advisory, lender diligence, corporate finance and real estate, with graduate degrees in business and international real estate, a licensed Florida real estate sales associate, and memberships in the leading business-transaction associations.
We are paid a fixed fee for the work, never a percentage of the deal or a success fee, and we never keep the books of a business we test. Our conclusion does not change whether the deal closes or not.
We do not rely on the seller's spreadsheet. Bank statements, tax returns, IRS transcripts and customer ledgers are the starting point.
Reports follow the structure SBA and commercial lenders expect, state adjusted earnings by historical year, and we answer the underwriter's questions directly.
Transactions between $100,000 and $50 million get the same rigor as larger deals, at a fee that makes sense for the deal.
No. SOP 50 10 8.1 requires the lender to commission one on 7(a) change-of-ownership acquisitions with a business purchase price of $3 million or more, measured before equity injection and seller notes. Banks layer their own credit policy on top of SBA rules, and many will ask for earnings testing below that line or look more favorably on a file that has it. For sub-$3M files we offer a DSC Verification: proof of cash, add-back check, book-to-tax reconciliation and adjusted earnings for the lender's debt-service calculation, in a two-page memo to the bank in seven business days. Under $1 million a full QofE often costs more than the risk it retires, and we will say so rather than sell you one.
Yes, and it is often a good idea. A sell-side readiness review runs the same procedures on your books before a buyer or a bank does, so you know which add-backs will hold and what the tested number looks like while there is still time to fix the record. Two limits. First, a seller-commissioned report does not satisfy the SBA requirement on a $3 million or larger 7(a) acquisition; the buyer's lender must commission its own. Second, most lenders and buyers will set a seller's report aside as evidence and use it as a map of the data room. The value of a sell-side QofE is in what you learn and fix before going to market, not in replacing the buyer's diligence.
Ask three questions. Who does the fieldwork, and is it the person who signs the report? Can I see a redacted sample report? Is the fee fixed, and does the provider have any other role in the deal? Then compare scope letters side by side rather than headline fees, because QofE scope is negotiated rather than standardized and the same business can produce very different numbers under different scopes. A CPA license is required for an audit, not for a QofE; transaction experience matters more than the letters. Our answers: the person who signs does the fieldwork, a redacted sample is available on request, our fee is fixed and never contingent on closing, and we never keep the books of a business we test.
We separate the revenue, costs and working capital of the business being sold from everything else in the entity, working from the general ledger and bank activity rather than the seller's summary. SBA lenders typically want carve-out financial statements supported by an accountant's letter; we prepare the carve-out and coordinate that letter with the seller's CPA, since Kerdai is not a licensed CPA firm. Expect more time and a separate quote, because each set of books is tested on its own. Who pays for it is a negotiation, and sellers rarely volunteer, so raise it in the LOI.
It usually does; the question is by how much. A gap of a few percent rarely changes the deal. Ten to twenty percent is a conversation about price or structure: a seller note, a holdback or an earnout tied to the accounts at risk. A much larger or unexplained gap is a reason to walk, because if the earnings are that far off, so is everything else. Occasionally the tested number is higher than the seller's. On lender engagements you hear the shortfall on the day-5 call, quantified against projected debt-service coverage, so price or structure can be renegotiated before the credit memo is written. We do not soften a finding to keep a deal alive.
Typically three years of monthly financial statements and tax returns, year-to-date financials, general ledger detail, three years of bank and merchant statements, an accounts receivable and payable aging, revenue by customer by year, an employee census with pay and classification, major contracts and leases, and a schedule of the owner's proposed add-backs with support for each line. For lender-commissioned work we also obtain IRS account transcripts under one authorization and share them with the bank. For a property valuation, add the leases, rent roll, operating statements and the latest tax assessment. We send one tailored request list on day one and can work directly with the seller, the broker or the CPA to collect it. How fast and how completely it comes back is itself a finding, and we tell you.
Lender-commissioned QofE reports are delivered in 10 business days from a complete document set, or 7 on the rush schedule. A DSC Verification and an SBA business valuation each take 7 business days. Buyer, seller, attorney and CPA engagements typically run 5 to 15 business days depending on scope and the state of the records. If you are under a deadline, tell us on the scope call and we will say plainly whether we can meet it.
Kerdai's principals also own Investment Consulting USA, a sell-side M&A advisory, and Kerdai Business Advisors, a business-for-sale marketplace. We disclose this in every engagement letter. Kerdai declines any engagement on a transaction where either affiliate represents a party, confirms this in writing before work begins, and if a conflict surfaces later, withdraws and returns the fee. Our fees are fixed and do not change with the outcome, and we never keep the books of a business we test. On lender work, the bank is the client and the only party entitled to rely on the report.
Kerdai prepares real estate valuations and opinions of value for commercial property sold with or alongside a business, for transaction, planning and negotiation purposes: the split between business and building, lease versus own analysis, and the purchase price allocation. Kerdai is not a state-certified general real estate appraiser. Where a lender or a court requires a state-certified appraisal, we coordinate and review it with a state-certified general appraiser in our network, so the property appraisal, the business valuation and the QofE tell one consistent story.
An SBA change-of-ownership valuation for a lender is $3,500 flat, delivered in 7 business days from a complete document set and signed by a CVA. For buyers, sellers, attorneys and CPAs, every appraisal and QofE is a fixed fee quoted within two business days of the scope call. The fee depends on the size and complexity of the business, the quality of its records and the purpose of the report; a planning valuation for an owner is the lightest engagement, a litigation conclusion of value or a multi-entity QofE the most involved. The fee is agreed before we start and does not change with the outcome. Our published lender fees are on this page.
Share a few details about the business, who will rely on the report and where the transaction stands. We reply with the scope we recommend, a fixed fee and a delivery date. No obligation, and everything you send is held in confidence.