How to share a quality of earnings report with a buyer?
Call the firm that wrote the sell-side quality of earnings report first. The buyer signs the firm’s access, release or non-reliance letter before the file opens. Share after the LOI or at the shortlist, in a data room, not as an email attachment: view-only, watermarked, tracked. The buyer will still run its own QoE.
Ask your CPA. Have counsel review. This page is not a template.
Staged quality-of-earnings share (definition). Call the firm first.
The buyer signs the firm’s access, release or non-reliance letter.
A summary EBITDA bridge in round one; the full report to the shortlist, always under that letter.
Emailing the PDF is not this share.
Call the firm first, then stage it
The report belongs to the engagement. Sharing it without the firm’s sign-off can breach the engagement letter. SearchFunder Who should see the Quality of Earnings analysis (retrieved 2026-10-02) is a buyer-side thread: a buy-side report goes to the buyer, its bank and its advisors, and sharing it with the seller is not customary. A sell-side report runs the other way, and the access, release or non-reliance letter is the CPA firm’s to set. NJCPA publishes model privity forms, including a sample no-reliance letter (retrieved 2026-10-02). Ask your CPA. Have counsel review. This page does not draft the letter. CLA’s sell-side quality of earnings note (Craig Arends, retrieved 2026-10-02) asks sellers to organize the data room before the LOI is signed, and to put supporting documentation for every normalization adjustment in the first submission. What sits next to the report is what supporting documents go with a sell-side quality of earnings report. How to field the questions it raises is how to answer buyer questions about a quality of earnings report. The months before the report exists are an exit readiness checklist for a business owner.
| Gate | What opens | Who sees it | What stays closed |
|---|---|---|---|
| Round one | A summary EBITDA bridge | Interested buyers who have signed the NDA and the firm's letter | The full report, the databook, and named customer files |
| Shortlist, before LOIs | The full report, under the firm's non-reliance letter | The shortlist | A competitor's unredacted customer detail |
| After the LOI, confirmatory | The full report and the support | The exclusive bidder, and that buyer's lender under the letter | A forwarded PDF with no watermark and no log |
Cashpian does not produce, review or certify a quality of earnings report. Reliance is the CPA’s and the engagement letter’s call. Ask your CPA.
Email, the advisor’s VDR, or the seller’s room
Email the PDF when you need free and instant. Use the advisor’s VDR when an advisor already runs the process. Use the seller’s own room when there is no advisor, or before one. A CPA firm’s client portal is the CPA’s exchange with the client. It is not the seller’s room for buyers and lenders.
| Channel | Job it wins | Where it fails |
|---|---|---|
| Email the PDF | Free, instant. | No NDA gate, no watermark, no log, no taking it back. |
| The advisor’s VDR (Datasite Diligence or Firmex) | The live process when an advisor runs it. | The seller with no advisor, or before one. |
| The seller's own room | When there is no advisor, or before one. Agreement at the door. One audience per bidder. Report view-only, support downloadable. | Not a CPA portal. |
In the seller’s room the agreement is signed at the door before any file opens. One audience per bidder or lender. The report can be view-only with a per-viewer watermark on preview and download, while the support is downloadable, per file. Per-viewer page logs show who read which pages. See What is Cashpian?, and pricing.
The buyer’s SBA lender
The buyer, and at a purchase price of $3 million and above the SBA lender, will run its own QoE anyway. EisnerAmper’s SBA quality of earnings note (Cory J. Markling, 28 August 2026, retrieved 2026-10-02) says that from 1 October 2026 an independent quality of earnings report is required on 7(a) change-of-ownership loans for initial acquisitions and business expansions priced at $3 million or more; that the report must be prepared by an independent financial professional engaged by and acting on behalf of the lender; that it cannot be prepared by or for the borrower or seller; and that a seller-side report supplied through a broker does not satisfy the requirement. Cite SBA’s own SOP 50 10 page (version 8.1, effective 1 October 2026, retrieved 2026-10-02). This page does not restate the SOP. How the buyer shares its own packet is how to share due diligence documents with an SBA lender, CPA and attorney. Ask your lender.
FAQ
When do I share the full report, not just a summary?
A summary EBITDA bridge in round one.
The full report to the shortlist before LOIs are due, always under the firm's non-reliance letter.
Redact for a competitor.
Ask your CPA.
Can a buyer's SBA lender rely on my sell-side QoE?
EisnerAmper, 28 August 2026: a seller-side report supplied through a broker does not satisfy the lender-ordered report at $3 million and above.
Ask your lender.
This page does not restate the SOP.
Who signs the access or non-reliance letter?
The buyer signs the QoE firm's letter before the file opens.
NJCPA publishes model privity forms, including a no-reliance letter.
Ask your CPA. Have counsel review. This page does not draft the letter.
Why not email the PDF?
Email is free and instant.
It has no NDA gate, no watermark, and no log.
A room puts an agreement at the door and a watermark on the viewer.
Sources
- SearchFunder, Who should see the Quality of Earnings analysis, retrieved 2026-10-02. A buy-side report goes to the buyer, its bank and its advisors; sharing it with the seller is not customary.
- New Jersey Society of CPAs, Model Privity Forms and Letters, retrieved 2026-10-02. Sample no-reliance letter. Guide and model letters do not represent legal advice.
- CLA, Craig Arends, How a sell-side quality of earnings can help close a business sale, retrieved 2026-10-02. Organize the data room before the LOI. Put support for every add-back in the first submission. Consult advisors.
- EisnerAmper, Cory J. Markling, SBA Quality of Earnings Report Now Mandatory for Larger Change-of-Ownership Loans, 28 August 2026, retrieved 2026-10-02. Independent report for the lender at $3 million and above. A seller-side report supplied through a broker does not satisfy.
- U.S. Small Business Administration, SOP 50 10, Lender and Development Company Loan Programs, version 8.1, effective 1 October 2026, retrieved 2026-10-02. This page does not restate the SOP.
- Datasite, Datasite Diligence, retrieved 2026-10-02. The advisor’s VDR when an advisor runs the process.
- Firmex, Firmex, retrieved 2026-10-02. The advisor’s VDR when an advisor runs the process.
If the files are already in a folder, grade which row they are on. Cashpian is a gated room for that packet. It is not a listing portal. It does not sell the company or run the deal.