Intel
Published August 17, 2026 • 12 min read read
The Context

Most coverage of the SBA's new Quality of Earnings requirement stops at the headline. The procedure inside it is the part that will change what deals look like, and it has a name almost nobody in this market has used before: a Cash Proof. It is not an adjusted-EBITDA schedule. It is a reconciliation that starts at the bank and works back to the tax return, across three periods, and on deals at $3 million and up its output sets your loan size.

Key Insight

A Cash Proof is defined by SBA SOP 50 10 8.1 as "a financial analysis that independently reconstructs cash receipts and disbursements by reconciling bank statement data to the income statement and tax return for each period under review." It is required as part of every Quality of Earnings report on qualifying acquisitions, is "designed to identify discrepancies in income and undisclosed expenses," and "must be performed on both a trailing 12-month basis and the last two fiscal years." From October 1, 2026, acquisitions with a Business Purchase Price of $3 million or more require one. The QoE must also reconcile the accountant-prepared financial statements, tax returns, internal statements and IRS transcript data, and must document add-backs across five named categories.

The short answer: a Cash Proof asks how much of the reported revenue actually landed in the bank, and how much of what left the bank appears on the P&L. It runs in the opposite direction to most diligence, which is exactly why it catches things most diligence misses.


It runs backwards, and that is the point

A conventional quality-of-earnings exercise begins with the accounting records. You take the P&L, test the material balances, adjust for what will not recur, and arrive at a normalized number.

A Cash Proof begins with the bank statements.

That reversal matters because the two most common ways a small business income statement misleads a buyer both survive a records-first review:

Revenue recorded but never collected. Invoices raised, revenue recognized, cash never arrived. On an accrual P&L it reads as a good year. In the bank it does not exist. A records-first review sees a receivable and moves on.

Expenses that were real but never disclosed. Money left the account for something the schedule does not mention. If you never look at the account, you never see it leave.

Starting at the bank cannot miss the first, and is far more likely to catch the second.

There is a cheap version of this test you can run before you spend money on anything. Ask for one month of bank statements and tie the deposits to that month's reported revenue. If a single month will not reconcile, the year will not either, and you have learned it for the price of an email.


Three periods, not one

The SOP requires the Cash Proof "on both a trailing 12-month basis and the last two fiscal years."

Three reconciliations, and the reason is not bureaucratic.

Timing. A trailing-twelve figure can be carried by a strong recent stretch — a large one-off contract, a pull-forward of orders, a price rise that has not yet cost the business any customers. Two fiscal years underneath it show whether the recent period is the business or a moment.

Consistency. Discrepancies that appear in one period are errors. Discrepancies that appear in all three are a pattern, and a pattern is what changes an earnings figure rather than a footnote.

Calendar. It takes real time. An independent professional reconciling three periods of bank activity is not a one-week exercise, and it happens inside the lender's process, on the lender's schedule, not yours.


What else the report has to reconcile

The Cash Proof is one component. Per SOP 50 10 8.1, the QoE analysis must also reconcile the business's accountant-prepared financial statements, tax returns, internal statements and IRS transcript data.

Four sources. In a small business, they routinely disagree, and the disagreements are informative rather than random:

SourceWhat it is optimized forTypical direction of error
Internal statementsManagement's view, often cash-basisFlattering, inconsistent period to period
Accountant-prepared statementsCompliance and consistencyCloser, but built from what the owner supplied
Tax returnsMinimizing taxUnderstating income
IRS transcriptsNothing — it is what was filedThe control, not a view

A seller whose internal statements show more profit than the tax return is not necessarily doing anything wrong. But the gap has to be explained, and "we don't put everything on the return" is an explanation that helps a buyer decide and does not help a loan get approved.


The five add-back categories

The report "must identify and document all add-backs and adjustments to the seller's reported earnings." The SOP names the categories, and each one fails for a different reason:

CategoryWhat it testsThe question to ask
Non-recurring revenue or expensesWhether "one-time" recursDid this appear last year too?
Above- or below-market owner compensationReplacement costWhat does a market-rate manager cost?
Related-party transactionsOff-market pricing between connected partiesWho owns the building, and what happens to the rent?
Deferred maintenanceCosts the seller postponedWhat has not been replaced that should have been?
Accounting methodology differencesCash versus accrual, cut-off, recognitionDoes December look good because of timing?
CPA
CPA Take
Related-party rent is the one I would look at first, and it is the one most often waved through. If the seller owns the building and has been charging the business a below-market rent, the add-back schedule shows healthy earnings that quietly depend on a lease that ends the day you buy. Ask for the appraised market rent, not the historical rent, and rerun the debt service on that. Deferred maintenance is second: it is not on the P&L at all, which is exactly why it is easy to miss and expensive to inherit.

How it decides your loan size

Per SOP 50 10 8.1: when a change of ownership transaction requires a QoE, "the Lender must use the report's findings to calculate the Debt Service Coverage. If that Debt Service Coverage does not support the business valuation and proposed debt structure, the loan amount must be reduced accordingly. Additional equity (unlimited or limited) may be used to make this adjustment."

Worked through, on a deal that qualifies:

  1. The Cash Proof and the reconciliation set produce an earnings figure.
  2. The lender calculates Debt Service Coverage from that figure — not from the broker's SDE.
  3. For an Initial Acquisition the DSC minimum is 1.25:1; for a Business Expansion, 1.15:1.
  4. If the coverage falls short, the loan is reduced.
  5. You close the gap with equity, renegotiate the price, or the deal does not happen.

The practical consequence is that the earnings figure moves from being something you negotiate about to something you find out.

Why this is different from what came before

Lenders have always tested seller-reported earnings. What is new is that on qualifying deals the test is performed by an independent professional engaged for the lender's benefit, that it must reconcile to bank statements across three periods, that it must document five specific add-back categories, and that its output is the input to loan sizing. The report may not be prepared by or for the borrower or seller — so it is not a document you commission and hand over.


How to prepare, if you are buying

You cannot produce the lender's report. You can run the same tests earlier, cheaper, on what you already have.

Ask for bank statements at LOI, not at underwriting. Twelve months minimum. Ideally the two prior fiscal years, to match what the Cash Proof will cover.

Reconcile one month before anything else. Deposits against that month's reported revenue. It is an afternoon, and it tells you whether the rest of the process is worth funding.

Ask for the IRS transcripts. They are the control. Everything else is a view.

Test the five categories by name. Not "walk me through the add-backs" — ask the five questions in the table above, individually, and write down the answers.

Model on the number you expect the QoE to produce. If your model only works on the broker's figure, you are betting that an independent reconciliation will agree with a sales document. At this deal size that is an expensive bet to discover late.

Related reading: what changes under SOP 50 10 8.1, which add-backs SBA lenders accept, how brokers inflate SDE, and what a Quality of Earnings report contains.


Every quotation in this post is taken from SBA SOP 50 10 Version 8.1 (effective October 1, 2026), Appendix 15 and its definitions section. Where this post describes market practice rather than the rule, it says so. This is general information about a federal lending rule, not advice on a specific transaction.

Author
Avery Hastings, CPA

Avery Hastings, CPA

Founder, Acquidex • CPA • Tokyo, Japan

Avery Hastings is a CPA based in Tokyo, Japan and the founder of Acquidex. She focuses on helping buyers evaluate small-business deals with clear cash-flow logic, realistic downside analysis, and practical diligence frameworks.

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