Mid-Market M&A Handbook
EBITDA Adjustments: Optimally Illustrating the Cash Flow Generating Power of a Company
When preparing to sell a business or secure financing, accurately representing the financial health of your company is crucial. One of the most important metrics used in these scenarios is EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). EBITDA serves as a proxy for the cash flow generating abilities of a business. To present the most accurate picture of your company’s financial performance, it’s essential to make appropriate EBITDA adjustments. These adjustments ensure that non-recurring, personal, and excessive expenses are removed or recalibrated to reflect the true ongoing cash flow potential of the business.
Understanding the Importance of EBITDA
EBITDA is commonly used in business valuations, particularly when selling a company or securing financing. It’s typically expressed as a multiple (e.g., 4x, 6x) of EBITDA, which underscores its importance in illustrating a company’s value. For potential buyers or financiers, EBITDA provides a clear view of the business’s cash flow generating power, making it easier to assess the company’s financial health and operational efficiency.
Types of EBITDA Adjustments
To present an accurate and compelling financial picture, it’s necessary to adjust EBITDA by addressing non-recurring business items, non-recurring personal items, and reconciliation items. Each category requires careful consideration to ensure the adjustments are rational and substantiated.
Non-Recurring Business Items
The first category involves removing non-recurring business items. These are expenses that are not expected to recur in the future and therefore should not impact the ongoing cash flow of the business. Examples include:
- One-off lawsuits
- Fees for advisors or consultants
- Costs associated with reconfigurations or major overhauls
By removing these items, you provide a clearer view of the business’s ongoing cash flow potential. For instance, if your company incurred a significant legal fee in the past year, this expense should be excluded from the EBITDA calculation as it does not reflect a regular operating cost.
Non-Recurring Personal Items
The second category addresses non-recurring personal items, which are personal expenses run through the business by its owners but would not be relevant after a sale. These might include:
- Personal car payments
- Cell phone bills
- Club memberships
Such expenses, while possibly justified during the ownership period, do not contribute to the business’s future cash flow and should be excluded. For example, if an owner uses the business to cover personal travel expenses, these costs should be adjusted out of the EBITDA to present a more accurate picture of the business’s profitability.
Reconciliation Items
The third category involves reconciliation items, which are recurring expenses that need to be adjusted for future expectations. This can include:
- Executive salaries higher than market rates
- Redundant family member salaries
- Leases to buildings owned by the same individuals through different LLCs
For instance, if the owner’s salary is significantly higher than what a new owner would likely pay, this excess should be adjusted. If an owner pays themselves $500,000 annually but a new owner would reasonably pay $150,000, the $350,000 difference should be added back to EBITDA. This adjustment ensures the EBITDA reflects what the new ownership can expect in terms of operating expenses.
Practical Application of Adjustments
To illustrate these adjustments practically, consider a business with an owner drawing a high salary. If the business’s profit is $1 million annually, but the owner pays themselves $600,000, adjusting this salary to a market rate (e.g., $150,000) can significantly increase the EBITDA. Similarly, if there are redundant positions held by family members that would not be needed post-sale, these should be adjusted out of the EBITDA calculation.
Additionally, leases for buildings owned by the same individuals through separate LLCs might need recalibration. If these leases are above market rates, adjusting them to reflect market conditions is necessary to provide a true picture of the business’s cash flow.
Maximizing Adjusted EBITDA
The ultimate goal of these adjustments is to maximize adjusted EBITDA in a rational and substantiated way. By doing so, you can present the business’s cash flow generating power as accurately as possible to potential buyers or financiers. This ensures that the business is valued correctly and stands out in the market.
Conclusion
Making precise EBITDA adjustments is crucial for accurately portraying a company’s financial health. By systematically addressing non-recurring business items, non-recurring personal items, and reconciliation items, you can present a true and compelling picture of your business’s cash flow potential. This thorough approach not only maximizes the perceived value of the business but also builds trust with potential buyers and financiers. In essence, accurate EBITDA adjustments are essential for optimizing your company’s valuation and ensuring a successful sale or financing outcome.