The SBA's newly issued standard operating procedure, SOP 50 10 8.1, is one of the most significant updates to SBA 7(a) lending in years, particularly for change of ownership transactions. Among its most discussed provisions is a required independent Quality of Earnings (QoE) analysis for acquisitions with a business purchase price of $3 million or more, taking effect October 1, 2026.
In Episode 15, host and CEO Fran San Diego moves beyond the technical language of the SOP with a panel representing every side of the transaction:
Melissa Bustarde, Partner at Branfman Mayfield Bustarde & Reichenthal LLP, a business attorney representing buyers and sellers of small businesses
Josh Siler, CPA, Senior Finance Consultant and Quality of Earnings Specialist at PBO Advisory
Ryan Smith, Principal and Founder of ThinkSBA, a leading SBA loan brokerage
Steven Hanson, Owner of Transworld Business Advisors San Diego North and an experienced business broker
Together they cover what the SBA is working to solve, what a Quality of Earnings uncovers, how sellers are responding, how LOIs and purchase agreements should address QoE outcomes, the difference between a QoE, an audit, a tax return, and a valuation, the findings that concern lenders most, why sellers are commissioning their own QoE before going to market, and a hypothetical $6 million manufacturing acquisition viewed through each panelist's lens.
The panel closes with the biggest misconceptions about the new SOP and what the lower and middle market M&A environment may look like one year from now.
Read the full transcript and key takeaways: https://pboadvisory.com/new-sba-sop-quality-of-earnings-business-acquisitions/
Read the companion blog: https://pboadvisory.com/sba-sop-50-10-8-1-quality-of-earnings-requirement/
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Visit pboadvisory.com to learn more about PBO's Quality of Earnings, transaction readiness, and integrated finance and people advisory services, or to start a conversation with the team.
Chapters:
00:00 Welcome and the New SBA SOP 50 10 8.1
02:34 Meet the Panel
03:46 What the SBA Is Working to Solve
05:28 What a Quality of Earnings Uncovers
06:20 How Sellers Are Responding
08:18 LOIs, Negotiations, and Transaction Timelines
09:57 SBA Offers vs. Non-SBA Offers
12:17 When the QoE Requirement Comes Into Play
14:38 Purchase Agreements and Working Capital
16:18 QoE vs. an Audit, Tax Return, and Valuation
18:47 Findings That Concern Lenders
20:31 Commissioning a Sell-Side QoE Before Going to Market
23:20 Adjusted EBITDA vs. Normalized Earnings
25:39 Industries That Will See More Scrutiny
27:17 Preparing 12 to 24 Months Ahead: Books and Records
29:15 How QoE Findings Can Affect Financing
30:45 Keeping Deals on Track With a Strong LOI
32:28 Hypothetical: A $6 Million Manufacturing Acquisition
37:01 When a QoE Comes In