Hot take: the SBA's QoE mandate doesn't go far enough
I know many people here are (rightfully) upset about the new regulations in the new SBA SOP, but I have a hot take - if the SBA is going to mandate QoE, it hasn't gone nearly far enough. Requiring lenders to commission Quality of Earnings reports for transactions >$3MM is a really hot button topic. Given that a traditional QoE can cost ~0.5–1% of transaction value, it's understandable that the buyer ultimately paying for a report would want control over the vendor and the ability to shop around. Under the new operating procedure, that will result in duplicative costs and reports almost any time the buyer wants their own advocate. In my view, this means that lenders are compelled to start competing based on the value these reports are delivering for a buyer. The problem is that the SBA has defined what a QoE needs to address for lenders, but I'm not convinced it has defined what “good enough” looks like. Two providers can nominally address “customer concentration,” “revenue sustainability,” and “normalized earnings” while doing dramatically different amounts of work that may significantly change the conclusion. Cash reconciliation can be a single point in time check, or a pattern established over the course of months or years. One provider might analyze industry and location-specific trends, dig into customer-level data, and discuss anomalies with the seller. Another might open the CIM, see that 80% of revenue comes from 20% of customers, and apply a standardized concentration adjustment. Both can say they analyzed customer concentration, but only one of them is delivering more value than a spreadsheet that 90% of the people here could put together themselves. Right now, the mandate is occupying an awkward middle ground, where it's enough regulation to add meaningful cost and friction to transactions that may not need it, but not enough standardization to ensure consistent protection for the lender or buyer. Pricing is frequently used as a proxy for quality, and now it's hidden inside lender relationships and volume deals, when it was a shaky signal to begin with Bad actors will obviously be rooted out over time, but codified requirements for these reports could prevent people from being burned in the short-run. I think things were broadly working before when there was a free market for vendors, but if we're taking these steps to prioritize lender protections, it must go further and codify minimum standards around methodology and depth of analysis. Full disclosure, I'm building in this space with Zenith, so I have a horse in the race. But I think it's a solvable problem: the most repetitive parts of the process (data collection, number crunching) can be automated, which frees up the budget for the judgment-heavy work that actually changes conclusions. My fundamental opinion is that the goal shouldn't be to automate diligence. It should be to automate everything that gets in the way of doing more of it. With all of that in mind, do buyers here expect that they'll be shopping around more for lenders on this basis, or will they have implicit trust that lender relationships are good enough for their use-case?