SBA & Lending · Acquisitions
Due Diligence for Buying a Business with an SBA Loan
Test the seller's numbers and add-backs before you close, not after.

Business acquisitions

Financial statements and due diligence for buying a small business with an SBA loan

Greywood CPA helps buyers acquiring a small business, often with an SBA 7(a) loan, understand what they are really buying. Lenders underwrite an acquisition largely on the seller's historical financial statements and tax returns, so the buyer needs to know those numbers hold up.

We review the seller's financials, test the add-backs in the listing, analyze working capital and cash flow, and after closing set up the books and statements your lender will require. We are a licensed CPA firm working nationwide, at a fixed fee.

Last reviewed: November 2026

Why buyers need their own look at the numbers

Business listings usually show seller's discretionary earnings or adjusted EBITDA, built by adding owner expenses and one-time costs back to profit. Some add-backs are real; others disappear once you own the business. The purchase price, the loan amount and your ability to repay all rest on that number.

What a buyer-side review covers

  • Seller financial statements reconciled to tax returns and bank deposits
  • Each add-back tested: is it real, documented and non-recurring?
  • Revenue concentration and customer retention
  • Owner compensation and the cost to replace the owner's role
  • Working capital the business needs at closing
  • Off-balance-sheet items: deferred revenue, customer deposits, unpaid taxes

How the SBA lender looks at an acquisition

The lender looks at historical cash flow after reasonable add-backs and the buyer's replacement salary, compared with debt payments on the new loan and any seller note. If our review supports the numbers, it helps the loan; if it doesn't, you'd rather know before closing.

After closing: books, statements and lender reporting

  • Opening balance sheet with the purchase price allocated to assets and goodwill
  • A new chart of accounts and monthly close
  • Annual financial statements and tax returns your loan agreement requires
  • Purchase price allocation reporting for tax (Form 8594, filed by buyer and seller)

How the engagement works

  1. Deal callDay 1

    The deal, the LOI terms and your closing date.

  2. Fixed-fee proposalWithin 1–3 business days

    Scope and one fixed fee.

  3. ReviewTypically 2–4 weeks

    Seller financials, add-backs and working capital analyzed.

  4. FindingsBefore closing

    A written summary and a call with you and your lender if helpful.

Why buyers choose Greywood CPA

  • Fixed fee, agreed first. No hourly billing and no surprise invoices.
  • Senior people on your file. Every engagement is led by a senior professional and signed off by a CPA partner. Meet the team.
  • Licensed and registered. Virginia Board of Accountancy firm license #134961, AICPA member, with out-of-state registrations where required. See our credentials.

Related

Business acquisition FAQs

Do I need due diligence if the SBA lender is already underwriting the deal?

The lender protects the loan, not your investment. A buyer-side review tests whether the earnings and add-backs that set the price are real.

What is an add-back?

An expense added back to profit to show the business's earnings to a new owner, such as the seller's personal expenses or a one-time cost. Each one should be documented and genuinely non-recurring.

What is a quality of earnings review?

An analysis of how sustainable a business's reported earnings are, adjusting for one-time items, owner expenses and the costs a new owner will face. It is not an audit.

What is Form 8594?

The IRS form buyers and sellers of a business file to report how the purchase price was allocated among asset classes, including goodwill. Both sides should use consistent allocations.

How do your fees work?

We quote one fixed fee in writing before any work starts, based on the size of the business and the closing timeline.

Under LOI and closing soon?

Tell us about the deal and your closing date. A senior CPA will send a fixed-fee proposal within 1–3 business days.