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Transactions · Buy-side and sell-side

Know what you're buying. Defend what you're selling.

Quality of earnings, working capital and tax due diligence that test the numbers behind the deal. Valuations that hold up with buyers, lenders and the IRS.

Forms & standards
QoEAdj. EBITDANWC pegASC 805 PPADebt-like itemsTax DD

The forms and rules that come up most often in this practice.

What we handle

Diligence that changes the deal outcome

A seller's EBITDA is a starting point, not a fact. We rebuild earnings from the general ledger and bank activity, separate recurring from one-time items, and quantify the adjustments that move the purchase price.

Our transaction team combines diligence, audit and tax specialists, including Harvard Business School M&A training, so the tax structure is considered along with the numbers.

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  • Buy-side quality of earningsAdjusted EBITDA, revenue quality, customer concentration and margin analysis.
  • Sell-side QoE and readinessFind the issues before a buyer does and present defensible adjustments.
  • Net working capital analysisNormalized working capital and a supportable peg for the purchase agreement.
  • Debt and debt-like itemsDeferred revenue, accrued liabilities, customer deposits and off-balance-sheet items.
  • Tax due diligence and structuringHistorical exposure review and asset vs. stock purchase modeling.
  • Business valuationsValuations for transactions, buy-sell agreements, gifting and estate planning.
  • Purchase price allocationAllocations for tax reporting and ASC 805 financial reporting.
  • Post-close integrationClosing statement review, earn-out calculations and accounting integration.

Where we help

Transactions we support

Buyers

Private equity and strategic buyers

Independent diligence on add-ons and platform acquisitions.

Sellers

Founders preparing to sell

Sell-side QoE that shortens the buyer's diligence and protects value.

GovCon

Government contractor deals

Backlog, indirect rates, set-aside status and novation considerations.

Lenders

Lenders and SBA financing

Diligence that supports credit approval.

Our approach

How the engagement runs.

Scope

Agree the questions that matter for this deal and the timeline to LOI or close.

Analyze

Data room review, management interviews and ledger-level testing.

Report

Findings in a concise databook and report with quantified adjustments.

Negotiate

Support on price, the working capital peg and purchase agreement terms.

Questions

Frequently asked

If your question isn't here, call (703) 880-8412 and you'll reach a person.

What is a quality of earnings report?

A QoE report analyzes whether a company's reported earnings are accurate, sustainable and properly adjusted. It typically covers adjusted EBITDA, revenue and margin trends, net working capital and debt-like items. It is different from an audit opinion.

How long does buy-side due diligence take?

Most middle-market QoE engagements take three to six weeks, depending on data quality and how quickly management responds.

Should a seller get their own QoE?

Often, yes. A sell-side QoE finds issues early, supports the asking price and usually shortens the buyer's diligence.

Do you perform valuations for gift and estate purposes?

Yes. We prepare valuations for transactions, shareholder agreements, and gift and estate planning, coordinated with your attorney.

Latest updates

IRS & federal tax

All IRS & federal tax updates

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