Due diligence
Greywood CPA performs financial due diligence for buyers and investors in software and technology companies, and sell-side readiness work for founders preparing to sell. Due diligence is not an audit: it focuses on the quality and sustainability of earnings, how much working capital the business needs and what liabilities a buyer would inherit.
In software deals the biggest questions are usually revenue quality (recurring vs. one-time, churn and concentration), how deferred revenue is treated in the price, and sales tax exposure in states where SaaS is taxable.
Last reviewed: November 2026
Purchase agreements usually set a normal level of working capital (the "peg"), and the price adjusts if the business delivers more or less at closing. In software, deferred revenue is often the largest liability. Whether it counts in working capital, or as debt-like, can move the price significantly, so it needs analysis, not assumptions.
Some states tax SaaS and digital products and others don't, and economic nexus means sellers can owe tax in states where they have no office. Uncollected sales tax is a common liability buyers discover in diligence. We estimate exposure by state so it can be handled through price, escrow or a voluntary disclosure.
Deal scope, timeline and data request.
Scope and one fixed fee.
QoE, working capital and exposure analysis.
Written report and a walk-through with your deal team.
An audit gives an opinion on financial statements under auditing standards. Due diligence analyzes the quality and sustainability of earnings, working capital and liabilities for a specific transaction, and doesn't express an opinion.
Reported EBITDA adjusted for one-time items, owner-related expenses and costs a buyer will incur after closing, so it reflects the business's sustainable earnings.
It depends on the purchase agreement. It may be included in working capital or treated as a debt-like item that reduces the price. The treatment can be worth a lot, so it should be analyzed and negotiated.
Yes. Some states tax SaaS, and economic nexus can create obligations without a physical presence. Uncollected sales tax is a common diligence finding.
We quote one fixed fee in writing before any work starts, based on deal size, the number of entities and the timeline.
Tell us the closing date. A senior CPA will send a fixed-fee proposal within 1–3 business days.