Avoid buying a bad business by accident.

QUALITY OF EARNINGS (QoE)

Breakwater’s CPA-led Quality of Earnings (QoE) find deal-breakers before you sign. So you can renegotiate, restructure, or walk with confidence.

Risks you can’t afford to miss.

Closing can go smoothly. The risk is what shows up after you take over:

  • Add-backs that overstate sustainable EBITDA

  • Profit on the P&L that does not translate into cash

  • Working capital that is tighter than expected, creating an immediate cash need

  • Revenue that looks diversified until you see true customer concentration and churn risk

Quality of earnings risk illustration: desk with transaction folder and calculator, smoldering dumpster outside a window.
HOW WE CREATE VALUE

How we’re different

1

We act as your deal partner

QoEs should help ensure your deal structure is suitable. This includes:

  • Debt service coverage calculations
  • Working capital analysis
  • Holdback/earn-out analysis
2

Built for lower middle market buyers

Institutional-quality thinking, scoped so it makes economic sense below $40M.

3

Clear answers, fast turnaround

You do not need a 120-page report. You need decision-grade truth you can stand behind with lenders and partners.

Bottom line: QoE should create leverage before terms are final and confidence after you take over.
Need more info? Join an upcoming anonymous Q&A livestream here

Get a fixed-fee QoE scope in 15 minutes.

Under LOI? Get a fixed-fee QoE scope that surfaces earnings risk, cash traps, and deal-breakers before you sign.

Quick-turn QoE Lite: $5,000–$10,000 (5–7 business days)

  • Includes: primary EBITDA normalization, proof of cash (bank + ledger tie-outs), P&L trend review, written summary.

Standard QoE (complex): $15,000–$20,000 (2–4 weeks)

  • Includes: full normalized EBITDA bridge, add-back validation, proof of cash, customer concentration + revenue quality, working capital analysis + directional peg, and red flags that change price/structure.

Professional portrait of a David Moon, CPA in a dark suit and white shirt against a plain light background.

David Moon, CPA | Head of Exit Advisory

Pricing (simple fixed-fee)

Two simple pricing tiers tailored to your needs.

Quick-turn
$5,000 – $10,000
QoE Lite
  • Primary EBITDA normalisation
  • Proof of cash (bank + ledger tie-outs)
  • P&L trend review
  • Written summary of findings
Timeline: 5–7 business days
Best for: smaller deals, tight timelines, or pre-LOI screening
Most engagements
$15,000 – $20,000
Standard QoE (complex)
  • Full normalized EBITDA bridge + add-back validation
  • Proof of cash
  • Customer concentration + revenue quality
  • Working capital analysis + directional peg
  • Red flags that change price or structure
Timeline: 2–4 weeks from data room readiness
Best for: deals where you need lender / IC confidence and negotiation leverage
Need more info? Join an upcoming anonymous Q&A livestream here

Why entrepreneurs trust Breakwater

We prefer to let our results speak for themselves—here’s what our clients have to say about working with us

Common Questions

Have more questions? Book a call or join our upcoming anonymous monthly information livestream

  • A QoE is buyer-focused financial diligence that validates sustainable earnings, confirms proof of cash, and flags the risks that change price, structure, or whether you should proceed.

  • An audit is designed for financial statement assurance. QoE is designed for a transaction decision. It focuses on normalizing EBITDA, validating add-backs, assessing cash conversion, and identifying deal risks like working capital traps and revenue concentration.

  • Ideally right after LOI and before you harden terms. If you are earlier in the process, a quick-turn QoE Lite can help you screen risk before you invest heavily in diligence and legal.

  • It commonly impacts purchase price, working capital peg/target, holdbacks or earnouts, reps and warranties, and specific diligence requests. Sometimes it leads to a renegotiation. Sometimes it confirms you are safe to proceed.

  • We start with a short scoping call, then send a clear data request list. Most work begins once the data room is ready (financial statements, general ledger, bank statements, AR/AP detail, payroll, and customer/revenue detail depending on the business).

  • QoE Lite is typically 5–7 business days once we have the required data. Standard QoE (complex) is typically 2–4 weeks from data room readiness.

  • We use simple fixed-fee tiers: $5,000–$10,000 for Quick-turn QoE Lite and $15,000–$20,000 for Standard QoE (complex). Final pricing depends on deal size, data quality, and complexity (multi-entity, inventory, carve-outs, accrual conversions).

  • Yes. We can help you translate findings into a lender/IC-ready narrative and address questions during diligence so you are not stuck defending unclear numbers.

  • Lower middle market acquisitions where the deal is big enough to hurt if you get it wrong, and where you want decision-grade clarity without Big 4 overhead.

  • That is often when QoE is most valuable. We will tell you early if the data quality limits what can be concluded and what would be required to get to confident answers.

Ready to start your acquisition journey?

The best time to get a 2nd opinion was yesterday.

The second-best time is today.

Start with a free confidential call.

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