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Whether you are starting to think about selling or buying a business or are in the middle of a deal, Trout CPA’s experienced Transaction Advisors are available to assist you. We offer a variety of Sell-Side or Buy-Side Advisory and Due Diligence services by financial, tax, and valuation professionals who have substantial experience in the Merger & Acquisition (M&A) process. 


We advise sellers or buyers throughout the entire M&A process.

Transaction Services – Planning Stage

  • Seller Succession Planning / Exit Planning
  • Buyer Acquisition Strategy
  • Assessment of Goals & Objectives
  • Tax Strategy
  • Target Screening
  • Sell-Side Due Diligence / Quality of Earnings (QoE)
  • Value Assessment

Transaction Services – Negotiation Stage

  • Buy-Side Due Diligence / Quality of Earnings (QoE)
  • Price Negotiation
  • Financial & Tax Analysis
  • Benchmarking
  • Tax Structuring Opportunities
  • Purchase Agreement Support

Transaction Services – Closing and Post-Acquisition Integration

  • Closing Support
  • Preparation of Closing Balance Sheet
  • Purchase Price Allocation for Financial Reporting
  • Post-Acquisition Integration Support



Whether you are looking to sell your business or acquire one, due diligence is a crucial step in the transaction process. It’s analogous to ordering a home inspection prior to the purchase or sale of a house. As a buyer, you will know what repairs are needed and will probably offer less. Conversely, as a seller, if the needed repairs are made, the buyer will probably pay more for the property.

Financial Due Diligence

Financial due diligence includes working capital analysis and identifies potential adjustments to earnings before interest, taxes, depreciation, and amortization (EBITDA), which can ultimately affect the sale price. It goes beyond the numbers of a financial statement to include the business’ core operating variables which impact earnings. Typically, the report will include:

  • Executive Summary
  • Company Overview
  • Employee Matters
  • Product Analysis
  • Seasonality
  • Customer Analysis
  • Vendor Analysis
  • Quality of Earnings (QoE)
    • Normalized EBIT
    • Normalized EBITDA
  • Working Capital Analysis
  • Aging of A/R and A/P
  • Fixed Asset & Capital Expenditures
  • Inventory Analysis
  • Proof of Cash

Sell-Side Due Diligence

Sell-side due diligence, also known as “Reverse Due Diligence”, allows an owner to know their company’s strengths and weaknesses before they sell their business. This allows them to be aware of issues and remedy them before sale negotiations and the buyer’s due diligence begins. Other advantages to sell-side due diligence include:

  • Value Optimization
  • Maximizing After-Tax Proceeds
  • Minimizing Surprises
  • Smoother Transaction

Buy-Side Due Diligence

For those looking to acquire a new business, buy-side due diligence is a critical step in the sales process. Buy-side due diligence will enable you to investigate a company’s weaknesses, validate their finances, and help determine your risk so that you can be confident in whether or not to proceed with the transaction and negotiate the best sale price.

For additional information about our Transaction Advisory Services, please click the button below to start a conversation with us.

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