Clients come to BWK for its hands-on approach to transaction advisory services for a wide range of complex needs. Our team provides clarity, planning, due diligence, and guidance through a complicated process.
BWK knows that sellers often have a single opportunity to capture the full value of their business, and buyers must be confident they understand exactly what they’re purchasing. We help sellers achieve the best possible outcome, and we help buyers gain clarity around risks and value so they can make well‑informed decisions.
Looking to get started? Use our online form or call us at (763) 367-7300.
Our team at BWK is proud to provide in-depth services for M&A transactions. For the best interests of our clients, we offer:
- Financial Due Diligence
- Tax Due Diligence
- Strategic Planning & Financial Modeling
By combining rigorous financial analysis with forward-looking planning, we help clients reduce uncertainty, protect value, and make informed decisions at every stage of the transaction process.
Quality of Earnings (QoE) Analysis
Quality of Earnings (QoE) sits at the center of our transaction advisory practice. We deliver clear, comprehensive, and defensible analyses that help clients validate earnings, understand value drivers, and reduce deal risk.
Our QoE analysis includes:
- Normalized EBITDA with full add‑back support
- Revenue quality & customer concentration analysis
- Margin and cost structure evaluation
- Working capital analysis & normalization targets
- Debt & debt-like analysis
- Cash flow conversion & balance sheet quality
- Projections review and downside sensitivity
- Red flag identification & negotiation support
Buy‑Side Quality of Earnings
For buy-side clients, our QoE service helps you make informed decisions and avoid surprises before signing the purchase agreement.
A QoE analysis for an acquisition enables you to be more confident in the potential of sustainable earnings, stronger negotiating leverage, and minimized re-trade risk.
Sell‑Side Quality of Earnings
Our sell-side QoE package can proactively prepare your organization for buyer scrutiny to maximize value and accelerate closing.
Our sell-side QoE focuses on five key workstreams:
- Applying a Buyer’s Perspective Early
- Preparing Management for Diligence: Organize financial information and build a data room that aligns deal-basis financials with audited or reported historicals—ensuring the CIM and management presentation support the value narrative.
- Delivering a BWK-Branded Sell‑Side Due Diligence Report: A professional, third‑party report that provides clarity and credibility to buyers, speeding up diligence and reducing uncertainty.
- Supporting Management in Responding to Buyer Requests: Help draft and refine responses to buyer questions, allowing management to stay focused on day-to-day operations with minimal disruption.
- Advising on Negotiations & Purchase Agreement Terms: Assist with working capital targets, SPA definitions, disclosures, and financial schedules to strengthen the seller’s position and minimize post-close disputes.
Tax Due Diligence for M&A Transactions
Identify exposures. Optimize structure. Protect value.
Our M&A tax advisory practice provides comprehensive buy-side and sell-side tax diligence services, including:
- Federal, state, and local tax exposure analysis
- Sales/use tax and nexus risk evaluation
- Historical filing review and compliance testing
- Tax basis and step‑up analysis
- Transaction structure planning
- Post-close business & individual tax planning
Your outcome: Clear visibility into tax risks, optimized deal structures, and reduced post‑close exposure.
Strategic Planning & Financial Modeling
Better decisions through clearer financial insight.
We support owners, investors, and management teams with:
- Pre‑diligence assessments
- Growth and exit strategy planning
- Three‑statement financial models
- Forecasting & scenario analysis
- Working capital modeling
- LOI support & transaction readiness
Your outcome: A strategic roadmap backed by accurate modeling and actionable insights.
Frequently Asked Questions
What is a Quality of Earnings (QoE) report? Why is it important in a transaction?
A Quality of Earnings (QoE) report analyzes a company’s historical financial performance to determine the sustainability and accuracy of its reported earnings. QoEs are important to a transaction because they help validate EBITDA, identify adjustments, and reduce the risk of valuation disputes or post-close surprises.
What are tax due diligence requirements in a merger and acquisition?
Tax due diligence involves reviewing federal, state, and local tax filings, exposures, compliance history, and potential liabilities to assess risk prior to closing. Tax due diligence in mergers and acquisitions helps buyers and sellers understand tax exposures, structure the transaction efficiently, and avoid unexpected post-close obligations.
What are common red flags during M&A due diligence?
Common red flags include inconsistent revenue recognition, customer concentration risk, aggressive EBITDA add-backs, working capital volatility, unrecorded liabilities, and unresolved tax exposures. Identifying these issues early helps prevent valuation erosion and deal delays.
What are the four main parts of financial modeling?
The four core components of financial modeling are income statement projections, cash flow forecasting, balance sheet modeling, and scenario or sensitivity analysis. Together, they provide a comprehensive view of performance, liquidity, and risk under various transaction assumptions.
Meet Your M&A Transaction Advisory Team
Blaine Andersen, CPA
Managing Director, Leader of TAS
Stephen Hagstrom, CPA
Director
Tyler Nelson, CPA, CFA
Manager
Our Process
At Barton, Walter & Krier, we’re passionate about creating value for all our clients.
Client Testimonials
What Our Clients Are Saying
Industry-Specific Knowledge
We Focus On Industry Trends So You Can Focus On Your Business
Your industry is unique, with its own set of challenges and requirements for success. That’s why a one-size-fits-all approach usually doesn’t work in today’s volatile economic environment.
Our expertise and tailored, hands-on services help leverage your core competencies and resources so your business stays on track every step of the way.
What Makes BWK Different
Dedicated M&A Practice: We are proud to have a fully dedicated Transaction Advisory Services (TAS) practice, ensuring specialized and focused support for your transactions.
Integrated Expertise: Our team comprises experienced financial, tax, and strategy professionals, working collaboratively to advise our clients at every stage of the transaction lifecycle.
Elite Backgrounds: Our experts bring substantial national and global experience, cultivated from Big Four and other large, reputable firms.
Comprehensive Client Support: We partner with both financial stakeholders and strategic corporate buyers/sellers to navigate the complexities of their buy-side and sell-side transactions.
Value-Driven Approach: We approach each deal with deep knowledge, disciplined execution, and an unwavering commitment to maximize value within your defined risk profile.