Transaction Advisory

Specializing in QoE for SaaS and Software Companies

The transaction advisory team at Maxwell Locke & Ritter has performed hundreds of Quality of Earnings (“QoE”) engagements on SaaS and other recurring revenue companies throughout the US, Canada and EMEA. We serve private equity groups, lenders, family offices, and corporate entities on both buy-side and sell-side transactions.  Please reach out to let us know how we can help you.

Diverse Team Experience

The transaction advisory accounting team at Maxwell Locke & Ritter has diverse backgrounds in private equity investments, investment banking, national firm public accounting, and private company ownership. With our broad range of experience, we offer insight into quantitative accounting practices, as well as qualitative strengths and weaknesses for each target.

We deliver a client­-focused approach to financial due diligence that mitigates risk and identifies key value drivers while avoiding conflicts of interest. Our tax and audit departments complement our dedicated transaction advisory services team. We have the flexibility to tailor the QoE deliverable to meet your specific needs.

Transaction Advisory Services Graphic

Transaction advisory services offered:
  • Adjusted MRR & CMRR
  • Quality of earnings and adjusted P&L analysis
  • Proof of Cash analysis
  • Working capital analysis
  • Tax analysis – sales tax and income tax
Types of clients served:
  • Private equity groups
  • Lenders
  • Family offices
  • Corporate acquirers
Types of transactions:
  • Acquisitions
  • Recapitalizations
  • Loan financing
  • Sell side
Target geographies served:
  • United States
  • Canada
  • EMEA

Financial Report Analysis

Maxwell Locke & Ritter’s QoE scope includes the following analyses:

Revenue analysis:
  • Adjusted MRR and CMRR
  • MRR momentum
  • New, upsells, downsells, and customer churn
  • ASC 606 revenue recognition for implementation, one-time, and recurring revenue
P&L analysis:
  • LTV / CAC
  • COGS headcount and expense allocation
  • Gross margin trends
  • Key drivers, EBITDA bridge, and adjusted P&L trends
  • ASC 340 expense recognition for commissions and other contract costs
  • Proof of cash

Financial Transaction Advisory

Balance sheet analysis:
  • Deferred revenue
  • Debt & debt-like items
  • Net working capital
  • AR & AP aging
  • Inventory analysis
  • Accruals
  • Capitalized software and other capex
  • Accounting procedures and controls
  • Related party adjustments
Tax analysis:
  • Federal income tax
  • State and local income tax
  • Sales and use tax liabilities
  • Payroll tax

For experienced assistance with financial transaction advisory in these service areas, please contact us today to schedule a consultation. We look forward to helping you make financial decisions with confidence.


Our due diligence accounting team has put together information about subscription-based SaaS businesses and related metrics. Download it today.

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