Fixed Fees

Quality of earnings analysis for buyers, sellers and lenders

Adjusted EBITDA is the number a price gets built on, and it is also the number the other side will spend most of its time trying to take apart. Each of the two engagements produces a file a counterparty's diligence team can work through on its own, with every adjustment tied to the document that supports it, so the number is tested before somebody else tests it for you.

The fee is fixed against a published scope.

Excel databook and written reportPartner review on every fileFixed fee against a written scope
The earnings walk
Reported to pro-forma

A quality of earnings engagement establishes what a business actually earns and whether that figure will survive somebody else testing it. The report documents the adjustments, the working capital, the net debt and the revenue analysis, with the schedules sitting behind them. The full databook goes further, running to fifty named schedules with proof of cash tied to the bank statements and reconciliation to the financial statements.

Who this is for

Buyers under LOI

You need the earnings number tested before the exclusivity period runs out, while price and structure can still move.

Owners preparing to sell

You are six to eighteen months from a process and you want the number built and supported before buyers start taking it apart.

Borrowers and sponsors

A lender or a credit committee has asked for adjusted EBITDA with the support sitting behind every adjustment.

The two engagements

Each engagement builds on a defined scope, and the three columns are size bands measured by the enterprise value of the business.

QoE Report

You receive the full written report with the schedules behind it.

From $3,500

Request this engagement

QoE Full Databook

You receive fifty named schedules, proof of cash and reconciliation to the statements.

From $7,500

Request this engagement

Both engagements, side by side

Size band by enterprise value
Quality of earnings fixed fees by size band, one-off
EngagementUnder $2M EV$2M to $10M EV$10M to $50M EV
QoE ReportOne-off$3,500$5,100$7,500
QoE Full DatabookOne-off$7,500$13,500$19,800

Businesses beyond the published enterprise value bands are scoped individually.

Fees last reviewed 15 October 2026.

What each engagement includes

The same work goes deeper as the engagement gets larger.

What each quality of earnings engagement includes. A filled circle means included, an empty circle means not included.
WorkReportFull Databook
Adjusted EBITDA buildFullFull
Written reportIncludedIncluded
Company, normalizing and pro-forma adjustments kept separateThree categoriesAll three
Support indexed to document, page and amountIncludedIncluded
Revenue by customer, type and end marketCustomer and typeAll three plus location
Monthly working capital with a peg rangeIncludedReported and adjusted separately
Net debt and debt-like itemsIncludedIncluded
Proof of cash against bank statementsNot includedIncluded
Reconciliation to audited or reviewed statementsNot includedIncluded
Payroll reconciliation to the ledgerNot includedIncluded
Consolidating views by entity and by locationNot includedIncluded
Fixed asset rollforward and lease detailNot includedIncluded
Transaction-level general ledger databaseNot includedIncluded
Walkthrough call with the deal teamNot includedIncluded
Named schedules in the delivered file2150

Which one fits

QoE Report

The report fits a live transaction where the number has to stand up. The adjustments, the working capital, the net debt and the revenue analysis are all documented in writing, with the schedules sitting behind them.

What happens after you request

  1. 01You send the request.You pick the engagement and the size band and send it through, with as much or as little context as you want to give at that point.
  2. 02You hear back with the scope and the fee.You receive an engagement letter setting out the work and the deliverables, along with the information request we would need to begin.
  3. 03The work starts when the records arrive.Turnaround is quoted once that information request comes back complete, because assembling the source records is the part of the timeline that sits outside our control.
  • The work follows the agreed scope, and any change is agreed before it starts.
  • A mutual non-disclosure agreement goes in place before any information moves.
  • The analysis stands on its evidence, independently of whether a deal closes.

What the work produces

A quality of earnings engagement exists to answer one question, which is what the business actually earns and whether that figure will survive somebody else testing it.

Reported EBITDA rarely answers that on its own, because the number sitting in the accounts carries whatever the owner happened to be taking, along with personal costs that have run through the business for years, rent paid to a related party at a figure nobody ever negotiated, and the start-up losses of a location that opened in the fourth month of the year sitting in the same line as the sites that have been trading for a decade. None of that is unusual and almost none of it is dishonest, but all of it has to be found, sized and supported before anyone can put a price on the business with any confidence.

What comes out of the engagement is a number, the support that sits beneath it, and the context that surrounds it. The number is adjusted EBITDA by period, with every adjustment calculated and placed in its proper category. The support is the document, the page and the amount behind each of those adjustments, indexed so that the other side can check the work. The context is revenue quality, customer concentration, working capital behavior and net debt, which matter because an earnings figure presented without those four things beside it tells a buyer very little about what they would be acquiring.

How adjustments get categorized

Adjustments fall into three categories, and the file keeps them apart, because collapsing them together is the most common reason a seller's number gets discounted once diligence starts.

Company adjustments

These are the items management puts forward. Each one gets tested against the source support and then accepted, resized or rejected, with the reasoning written down beside it, because a proposed adjustment that has nothing behind it is worth nothing in a negotiation and it is far better to establish that before a buyer does it for you.

Normalizing adjustments

These are the adjustments we make ourselves to bring the period onto a comparable basis, which usually means moving owner compensation and related-party rent to market, isolating the legal and professional costs that came from something that has now finished, and pulling out one-time settlements and anything else that happened in the period and will not happen again.

Pro-forma adjustments

These are run-rate items, and they sit in their own category because buyers and lenders treat them differently from everything else. A price increase that landed in month ten, a site that opened in month four and a contract signed after the period closed all belong here, each one annualized with the basis shown, and all of them kept clearly apart from the normalized figure so that nobody has to guess which number they are looking at.

The engagement also produces an EBITDA bridge, so that reported, normalized and pro-forma earnings appear together in one view and the walk between them can be followed without opening another schedule.

What the other side will test

The engagement is built around the questions that buyers' teams, lenders' credit committees and sponsors' diligence providers actually ask, which are consistent enough across deals to prepare for in advance.

  1. 01Every add-back is checked against its support, and the support has to say what the adjustment claims it says.
  2. 02Revenue gets split into recurring, contracted, project-based and one-time, and the trend in that split matters as much as the split itself.
  3. 03The effect of losing the largest customer gets quantified, alongside how long that customer has actually been there.
  4. 04Working capital is examined by month, because an annual figure hides whether the balance was managed around the period end.
  5. 05The databook has to tie to the audited or reviewed statements, and anywhere it does not tie, the difference has to be explained.
  6. 06Cash has to be shown to have arrived, which is why proof of cash runs against the bank statements.
  7. 07Net debt gets examined for everything that behaves like debt without being a loan, including leases, deferred revenue, accrued owner items and earnouts.

What's covered

The analysis covers eleven areas, and the depth of each one moves with the engagement you choose.

Company and financial background

We start by understanding how the business is actually run, which means the entity structure, the locations, how revenue is earned and billed and how the internal reporting is assembled, because everything after this depends on knowing where each number comes from.

Earnings quality and adjustments

We build adjusted EBITDA by period with company, normalizing and pro-forma adjustments kept in separate categories, each one calculated and tied to the document that supports it, and we walk reported earnings through to adjusted in a single bridge.

Proof of cash

We run recorded revenue and disbursements against the bank statements month by month, so that the earnings figure is supported by cash that genuinely arrived.

Revenue quality and customer concentration

Revenue gets split into recurring, contracted, project and one-time work, with revenue and margin by customer, retention and churn, and the effect on earnings of losing the largest accounts.

Cost structure and margin

We break out expense detail by category and separate run-rate costs from one-time items, so cost behavior and margin stability can be read across the whole period.

Working capital

We build working capital by month on a reported basis and an adjusted basis, isolate the seasonality and propose a peg range, because an annual figure hides whether the balance was being managed around the period end.

Net debt and debt-like items

We schedule the debt, the capital and operating leases, the deferred revenue, the accrued owner items and the earnouts, because these are what move the number between enterprise value and what the seller receives at close.

Assets, capital expenditure and leases

We roll forward the fixed assets with additions, disposals and depreciation by class, separate maintenance capital expenditure from growth, and schedule every lease with its terms, escalations and renewal dates.

Payroll and headcount

We reconcile the payroll registers to the general ledger and explain every difference, then isolate owner and related-party compensation and bring it to market where it needs to be.

Reconciliation to the statements

We tie the databook back to the audited or reviewed financial statements and name and explain each difference in the file.

Management inquiry and open items

We put our questions to management, record the answers and what we could corroborate, and hand over a list of what remains open at delivery, what would be needed to close each item and who is holding it.

What you receive

Four things arrive at the end of the engagement, and the working files come with them as a matter of course.

The Excel databook

You get every schedule named and built out, running to fifty named tabs on the full databook, in a file a diligence team can work through without asking where anything came from.

The written report

The report covers the findings, the adjustments, revenue and earnings quality, working capital and net debt, with every exception quantified and the basis of preparation stated.

The source files

You keep the working files behind the analysis, so the work can be updated later by whoever needs to update it.

The walkthrough

We walk your deal team through the file on a live call, with the lender on it where there is one involved.

Common questions

From $3,500 for a report on a business under two million in enterprise value, up to $19,800 for a full databook on a business valued between ten and fifty million. Fees depend on enterprise value and scope, and businesses above fifty million in enterprise value are scoped individually.
Begin

Next steps

Start with the records that let the earnings figure be tested and supported.

What we need to start

To start we need the accounting records for the full period, which means the trial balances and general ledger detail, the monthly financial statements, audited or reviewed statements where they exist, the bank statements and the payroll registers. We also need the receivables and payables agings by month, revenue by customer by month, and contracts for the largest customers. Alongside those, send the lease schedule, the fixed asset register, the debt agreements, the tax returns, and the detail behind owner compensation and any related-party arrangements. We quote the turnaround once that comes back complete.

Give your deal team an earnings figure they can trace to the supporting records.

Request this engagement

The fifty schedules in the Full Databook

This is every tab in the delivered file.

Front matter:
Control; Table of contents; Notice to readers; Notice to client; Scope and basis; Overview; Background and key findings; Appendix index
Quality of earnings:
QofE; QofE company adjustments; QofE normalizing adjustments; QofE pro-forma adjustments; QofE support adjustments draft; QofE other items; EBITDA bridge
Profit and loss:
Summary P&L consolidated; Summary P&L by location; Summary P&L by entity; P&L consolidating by location; P&L consolidating by entity; Operating margin by location; Revenue by type; Revenue by customer; Revenue by end market; Revenue by location; Expenses; Other income and expense; Payroll reconciliation; Reconciliation to audit
Recast:
Recast P&L on normalized EBITDA; Recast P&L on pro-forma EBITDA; Adjustment P&L normalized; Adjustment P&L pro-forma
Cash:
Proof of cash; Unrecorded cash flow
Balance sheet:
Summary balance sheet; Monthly working capital; Monthly reported working capital trend; Monthly adjusted working capital trend; Net debt and debt-like items; AR aging summary; AP aging summary; Accrued expenses; Fixed assets rollforward; Fixed assets summary; Start-up and shut-down costs
Leases:
Lease transaction detail
Source:
P&L source; Balance sheet source; GL detail database
Delivered alongside:
Written report; Management discussion log; Walkthrough call

Work TEOL does not take on

Audit, review and compilation engagements. Any opinion or assurance on financial statements. 409A valuations and certified appraisals. ESOP valuations. Fair value measurement under ASC 805 and ASC 820. Fairness opinions. Tax return preparation and tax opinions. Securities placement, investor solicitation, and any transaction-contingent or success fee.

TEOL Capital is not a broker-dealer, an investment adviser, a placement agent or a finder. Engagements are preparation and support work. TEOL does not place securities, solicit investors or make investor introductions, and takes no success, contingency or placement fee.

Standard terms

The fees published here are indicative, set against the scope described on each page, and a final quote is confirmed in writing before any engagement letter is issued. Nothing published here is an offer, and no engagement begins until a letter is signed by both sides. Work outside the stated scope is identified and quoted before it begins. Full payment or a 50% deposit on engagements under $10,000, and 50% at start with 50% at delivery above that. Turnaround is quoted on receipt of a complete information request and is a target rather than a term of the engagement. Fees are reviewed quarterly, and an engagement letter issued at a published fee holds that fee regardless of any later review. Work is prepared for the client named in the engagement letter and for that client's own use. Anyone else who receives it does so for information and cannot rely on it. Management accounts, consolidations and financial statements we prepare are built from the records management maintains and remain management's responsibility. We do not guarantee any particular outcome, including a sale, a financing, a valuation conclusion or a price. Our liability on any engagement is limited to the fees paid for that engagement.