ProbityCheck the broker's SDE against the tax returns, before you price the LOI.
Is the broker's number real? SDE, seller's discretionary earnings, is the profit figure on the listing, and it is built to sell the business. Probity reads three years of the seller's tax returns and shows what the business actually earned. Your first deal is free, no card.
No card to create the account. It opens with a full sample deal to click through.
| Figure | 2023 | 2024 |
|---|---|---|
| Broker's SDE, from the listing | $570,000 | $420,000 |
| SDE from the tax returns, one-time items out | $398,420 | $298,780 |
| Gap | $171,580 | $121,220 |
Why the broker's 2024 number is $121,220 above the returns:
- -$83,520 Adjustment for market rent.
- -$18,000 Section 179 equipment deduction. It never reduced the return's income, so adding it back counts it twice.
- -$12,000 Owner vehicle. The returns and the CIM can't show whether it's personal.
- -$7,700 Not itemized. The broker doesn't say what it is.
Every number in the sample links to the tax-return page it came from.
See it work in under a minute
Harrow Creek Mechanical is a fictional sample company.
Why the tax returns
The SDE Recast rebuilds the seller's tax returns into what the business would actually pay you to run it. Three years, line by line, every number linked to the page it came from. One-time items come out and are listed on their own. Your own estimates for rent, manager pay and anything else you would change roll into a Buyer SDE. Then it walks line by line from your number to the broker's number, so you can see exactly what the gap is made of.
The first one is free: one deal of your own, no card. It stays on screen and updates when you add new documents for that business. Deal Check adds two new deals each month for $19.99; Deal Desk adds twenty each month for $49.99.
The returns are the floor, not the ceiling
A seller's incentive with the IRS runs the opposite direction from a seller's incentive with a buyer. The tax return understates income if it understates anything, which makes it the one document you can trust as a floor.
Your lender is going to spread the same returns
An SBA lender builds its own spread from the same three years of returns before it will fund a dollar. Doing it first means their number is never a surprise.
An add-back is a claim, and claims need testing
Every add-back on a broker's schedule is a story about a dollar that supposedly doesn't count. Some are real. The ones that aren't are purchase price you'd be donating. A documented add-back, tied to an actual number, gets accepted by buyers and lenders far more often than one that isn't: about 90% of the time, versus 60-70% for an undocumented one (BizBuySell).
Tax returns
3 years, every page
Spread
line by line, year over year
Buyer SDE
after your adjustments
Bridge to the broker's number
what closes the gap
Tax returns
3 years, every page
Spread
line by line, year over year
Buyer SDE
after your adjustments
Bridge to the broker's number
what closes the gap
Free with every account
It replaces the spreadsheet most buyers start with. The account itself is free. Your first recast is free. More deals: Deal Check, $19.99 a month for two new deals each month, or Deal Desk, $49.99 a month for twenty.
The SDE Recast, free on your first deal
Three years of the seller's business tax returns, rebuilt line by line, every figure linked to its page. One-time items separated out. Your own estimates rolling into a Buyer SDE. The bridge to the broker's number. Free on one deal of your own; Deal Check and Deal Desk continue it on more.
See it on the sample deal
Clip listings, checked against your buy box
Save a listing from any broker site in one click. Write your buy box once, the criteria a business has to meet, and every listing you clip is checked against it. Each deal gets its own stage, notes, and a documents tab.
Check the NDA before you sign it
Upload or paste the broker's NDA. It quotes back the clauses worth a second look, such as a non-solicit, a five-year term, or who pays whose legal fees, with the section each one came from. It flags; it is not legal advice.
The four-stage diligence checklist
92 requests in four stages: after the NDA, right after the LOI, what the lender will ask for, and day one. Plus 12 public-record checks you can run yourself. Track what has arrived, or download it as a spreadsheet.
See every item
Deal journal, and site visits from your phone
Calls, notes and commitments in one place, tied to the deal. On a site visit, add photos, voice memos and notes from your phone, even with no signal. They sync when you are back online.
From finding the business to closing
Find it
Outbound runs a proprietary search from your buy box: every business in your radius that fits, ranked, from public records.
Free accounts see the counts and a preview.
Fit it
Write your buy box. Every listing you clip is checked against it.
Deal Desk screens your forwarded alerts for you.
Price it
The SDE Recast rebuilds three years of the seller's tax returns and walks the broker's number back to them.
Prove it
At the LOI, Cash Proof ties the seller's bank statements to the tax returns, month by month, with seats for your CPA, attorney and lender, and room for every document diligence needs. If this deal dies, it moves to your next one.
The four-stage diligence checklist and the seller upload link.
Close it
Excel and PDF files for your lender, your CPA or your attorney, a five-year forecast, and the checklist's closing stages. They come with Deal Desk ($49.99 a month) or with Cash Proof on that deal. You need only one.
Buying with cash and a seller note? The same files go to whoever reviews the deal.
Find it
Outbound runs a proprietary search from your buy box: every business in your radius that fits, ranked, from public records.
Free accounts see the counts and a preview.
Fit it
Write your buy box. Every listing you clip is checked against it.
Deal Desk screens your forwarded alerts for you.
Price it
The SDE Recast rebuilds three years of the seller's tax returns and walks the broker's number back to them.
Prove it
At the LOI, Cash Proof ties the seller's bank statements to the tax returns, month by month, with seats for your CPA, attorney and lender, and room for every document diligence needs. If this deal dies, it moves to your next one.
The four-stage diligence checklist and the seller upload link.
Close it
Excel and PDF files for your lender, your CPA or your attorney, a five-year forecast, and the checklist's closing stages. They come with Deal Desk ($49.99 a month) or with Cash Proof on that deal. You need only one.
Buying with cash and a seller note? The same files go to whoever reviews the deal.
Screen your alerts against your buy box
Forward your marketplace and broker alert emails to a private address. Every listing comes back checked against your buy box and marked Met, Flagged or Not met, with the reason it landed there. The results sit in a Listings inbox. You add the ones worth a look to your pipeline and dismiss the rest. There is no daily email to unsubscribe from.
A listing you clip yourself is checked against the same buy box for free. What Deal Desk adds is not having to clip them: your alerts arrive already screened.* $49.99 a month.
* Screening reads what the alert email itself contains. Listing sites' terms limit what can be pulled from their pages, so a figure the email leaves out shows as not disclosed.
When the file has to leave your screen
The recast is free to look at. The month it has to go to a lender, a banker or your CPA, Deal Desk turns it into an Excel workbook with live formulas or a PDF they can drop straight into the file.
$49.99 a month. Cancel when it has gone where it needed to go, and start it again the month you need it next. One subscription covers every deal in your pipeline, up to twenty new deals a month.
Excel with live formulas, or a PDF for your lender, on any recast
Automatic screening of your forwarded alerts against your buy box
Questions answered from the deal's own documents, with the page each answer came from
Site-visit questions drafted from the deal, and your dictated debrief written up
A five-year cash forecast built from the tax returns and your deal structure. Change any number on screen, and the Excel download keeps every formula live.
One partner seat
Prove the cash before you close.
The tax returns tell you what the seller reported. The bank statements tell you what actually came in and went out. Cash Proof ties the two together month by month: deposits against reported revenue, withdrawals against reported costs, what does not match, and the statement page behind every figure.
$995 once, on one deal, bought when you reach the LOI. It opens the Excel and PDF downloads, the document questions and the five-year forecast on that deal, and it seats your CPA, your attorney and your lender on whatever you choose to share. A Deal Desk subscription is not required. If the deal dies it moves to the next one, as many times as you need for 12 months.
What it is not
Not a quality of earnings report. Not an audit. Not an opinion of value or on whether to buy. Nobody at Probity looks at your deal. It can show you a gap; it cannot explain one, because it does not read the general ledger. Run it before you decide whether a quality of earnings report is worth paying for.
New SBA rules for business buyers, effective October 1, 2026. Every SBA loan to buy a business is sized by a coverage test on the business's earnings, not the broker's number, whatever the price. On a first-time purchase or one company buying another, at a purchase price of $3 million or more, your lender also has to order a Quality of Earnings report on the seller's books, per SOP 50 10 8.1. Cash Proof does not satisfy that requirement; it is what you run first, to decide whether a Quality of Earnings report will find anything. Confirm with your lender. For the check that comes before the lender's, see what Probity deal diligence checks.
What changes for buyers →Built by a CFO who has underwritten and closed acquisitions. He does not look at your deal and does not advise you on it.
Create your free accountNo card to create the account. Your first recast is free, on one deal of your own. It opens with a full sample deal to click through.