Mergers & Acquisitions CPA Services
Financial due diligence, transaction support, and post-close accounting infrastructure for buyers, sellers, and advisors.
Mergers and acquisitions move fast. Bad numbers, weak financial controls, unclear working capital, and unsupported EBITDA adjustments can create real exposure before, during, and after close.
Tharrington CPA, PLLC provides M&A due diligence and transaction support for business owners, buyers, sellers, investors, and advisors who need clean financial analysis, practical deal insight, and accounting infrastructure that holds up under scrutiny.
We help translate financial risk into decision-ready information before capital is committed, while supporting the accounting, tax, and operational finance work needed to move from evaluation to close and from close to integration.
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M&A Due Diligence & Transaction Support
A transaction is not the time to rely on surface-level financial statements. Buyers need to understand what they are actually acquiring. Sellers need to understand what their financials will show under diligence. Advisors need clean schedules, responsive support, and a CPA who understands how numbers flow through a deal.
Our M&A CPA services are designed to support each stage of the transaction lifecycle:
Pre-LOI financial review and red-flag analysis
Quality of earnings support
Adjusted EBITDA analysis
Revenue, margin, and expense trend analysis
Balance sheet review and working capital observations
Debt and debt-like item review
Purchase agreement and closing statement support
Post-close true-up and opening balance support
Accounting cleanup and finance infrastructure after close
The objective is direct: cleaner diligence, fewer surprises, stronger close mechanics, and better financial decision-making.
Pre-LOI Support: Know What You Are Looking At Before You Go Deeper
Before signing a letter of intent, buyers and advisors often need a practical financial review that identifies whether the opportunity is worth deeper pursuit. Sellers may also need to understand what diligence issues could surface before going to market.
Our pre-LOI support can include:
High-level financial statement review
Initial revenue and gross margin trend analysis
Review of owner add-backs and adjusted EBITDA considerations
Preliminary working capital observations
Identification of unusual expenses, one-time items, or unsupported adjustments
Review of customer, vendor, payroll, and operating expense patterns
Assessment of accounting system quality and reporting limitations
Red-flag summary for buyer, seller, or advisor discussion
This is not about creating unnecessary complexity. It is about knowing where the risk is before time, money, and leverage are committed.
Quality of Earnings and Financial Due Diligence
Quality of earnings analysis helps determine whether reported earnings reflect the actual, sustainable performance of the business. For buyers, this can influence valuation, financing, deal structure, and purchase agreement terms. For sellers, it can help prepare the business for buyer scrutiny and reduce late-stage disruption.
Our diligence work may include:
Adjusted EBITDA analysis and support schedules
Revenue recognition and revenue trend review
Gross margin and contribution margin analysis
Payroll and contractor expense review
Operating expense normalization
Owner compensation and related-party activity review
Non-recurring, discretionary, or unusual expense analysis
Customer and vendor concentration review
Balance sheet support and account-level review
Debt, debt-like items, and potential off-balance-sheet exposure
Normalized working capital observations
Financial data organization and databook support
We focus on practical diligence. The goal is not to bury the deal team in accounting theory. The goal is to isolate the issues that change deal economics, risk allocation, or post-close execution.
Working Capital, Closing Statements, and Purchase Price Adjustments
Working capital disputes can create friction late in a deal or after close. The mechanics need to be understood before the transaction closes, not after the parties are arguing over a true-up
We support working capital and close-related items such as:
Normalized working capital observations
Balance sheet account review
Customer deposits and deferred revenue considerations
Accounts receivable and accounts payable review
Inventory and accrued expense considerations
Closing statement review
Purchase price adjustment support
Post-close true-up calculations
Opening balance sheet support
Integration of closing entries into the accounting system
Clean close mechanics reduce confusion and help ownership start post-close operations with reliable numbers.
Adjusted EBITDA Analysis
Adjusted EBITDA is often central to business valuation and transaction negotiations. The problem is that not every add-back is supportable, and not every reported expense tells the full story.
Tharrington CPA helps evaluate EBITDA adjustments through a transaction-focused lens, including:
Owner compensation normalization
Personal or discretionary expenses
One-time professional fees or unusual costs
Non-recurring revenue or expense items
Related-party transactions
Payroll, rent, insurance, and contractor normalization
Accounting errors or misclassifications that distort earnings
Cash-to-accrual considerations where relevant
Strong EBITDA analysis does more than calculate a number. It helps buyers, sellers, and advisors understand the quality, durability, and risk profile of earnings.
Post-Close True-Ups and Accounting Integration
The deal does not end at closing. After close, ownership needs to understand the opening balance sheet, record the transaction properly, integrate financial processes, and establish reporting discipline.
Our post-close support can include:
Working capital true-up analysis
Earnout tracking support
Opening balance sheet review
Closing entry support
Purchase accounting coordination with outside advisors when applicable
QuickBooks cleanup and chart of accounts alignment
Monthly close process development
Reconciliations and account review
Controller-level oversight
Management reporting packages
Payroll, AP, AR, and workflow support
Post-close accounting matters because poor integration creates bad reporting, weak controls, tax friction, and avoidable owner stress
Transaction-Ready Business Accounting Services
Many businesses enter a transaction with financial records that are technically usable but not decision-ready. That creates risk. Sloppy books can delay diligence, weaken buyer confidence, reduce valuation, and create unnecessary disputes.
Tharrington CPA provides accounting support designed to make financials more transaction-ready, including:
Monthly close discipline
Bank and credit card reconciliations
Balance sheet review
Variance analysis
Financial reporting packages
Controller-level oversight
QuickBooks cleanup
Workflow optimization
Payroll, POS, and e-commerce system coordination
Audit-ready documentation and support schedules
Clean books are not just a back-office issue. They are a strategic asset when raising capital, financing growth, buying a business, selling a business, or preparing for succession.
Who We Help
Our CPA services are built for
Business owners preparing to sell
Buyers evaluating a small or mid-sized business acquisition
Search fund buyers and independent sponsors
Franchise buyers and operators
Multi-location and multi-entity operators
Professional practices and service businesses
E-commerce, Amazon, and online sellers
Real estate and operating company structures
Attorneys, wealth advisors, exit planners, consultants, and transaction advisors
We are a strong fit when the transaction needs disciplined financial review, practical accounting support, and CPA-level analysis without unnecessary institutional complexity.
Tax Considerations in M&A Transactions
M&A transactions create tax consequences that should be evaluated before deal terms are locked. Structure matters. Timing matters. Entity type matters. Purchase agreement language matters.
We help business owners and advisors think through tax considerations tied to:
Asset sales versus equity sales
S corporation, partnership, LLC, and C corporation structures
Purchase price allocation considerations
Depreciation and amortization impact
Basis considerations
Seller tax exposure
Buyer tax benefits
Installment sale considerations
State tax considerations
Post-close tax compliance planning
Coordination with legal counsel and outside specialists when needed
We do not treat tax as an afterthought. The tax impact should be part of the economics of the deal.
Why Tharrington CPA for M&A Support
Tharrington CPA combines transaction advisory experience with practical business accounting and tax execution. That combination matters.
A diligence issue is not isolated from accounting. Accounting is not isolated from tax. Tax is not isolated from deal structure. And post-close integration is where a lot of transactions either stabilize or start bleeding time and cash.
We help clients connect the dots across:
Financial diligence
Accounting quality
Tax implications
Deal mechanics
Closing support
Post-close reporting
Long-term financial infrastructure
Our role is straightforward: provide clean analysis, direct communication, and financial clarity that supports better transaction decisions.
CPA Services in Charlotte, NC and Beyond
Tharrington CPA is based in Charlotte, North Carolina and works with business owners, buyers, sellers, and advisors locally and remotely. We support clients across North Carolina and beyond through secure document exchange, Teams meetings, and coordinated work with attorneys, lenders, wealth advisors, consultants, and transaction teams.
Whether you are buying a business, preparing to sell, reviewing an acquisition target, or dealing with post-close accounting issues, we can help bring structure and clarity to the financial side of the transaction.
Schedule a Consultation
If you are evaluating a transaction, preparing for sale, or working through post-close accounting issues, the next step is a focused conversation.
We will discuss where you are in the process, what financial information is available, what decisions need to be made, and where CPA support can create leverage.