Business leaders are used to the scrutiny of audits, but that doesn’t compare to the fine-toothed comb of due diligence before a sale. A transaction team has a tighter scope, says Ross Vozar, managing director of Transaction Advisory Services at BDO USA, LLP.
EBITDA, or earnings before interest, taxes, depreciation and amortization, is a typical business metric. Generally speaking, the value of a company is a multiple of that EBITDA, based upon the industry you’re in. But buyers don’t want to pay for a non-recurring event and sellers don’t want to be penalized for a one-time expense.
“There needs to be clear expectations on both sides. When these aren’t identified upfront, it can slow down or kill a deal,” Vozar says. “There can be hard feelings, because one party feels like the other is hiding something.”
To avoid confusion, sellers are hiring transaction teams to get a credibly backed and true value on the business before they put the company on the market. This “sell-side quality of earnings” provides a clear understanding of sustainable earnings that supports valuation in a M&A process.
Smart Business spoke with Vozar about the difference between reported EBITDA and adjusted EBITDA and how it impacts value.
How might EBITDA change?
Let’s say a company that manufactures roofing products has an EBITDA of $10 million. The industry multiple is six times EBITDA, so the business owner expects the business to be worth $60 million. The owner settles on a buyer. However, during due diligence, the buyer performs a quality of earnings analysis on that $10 million EBITDA, which in part seeks to understand how the company earns that $60 million value — who are the customers and what is recurring and non-recurring income.
The year prior, several hurricanes hit the southeastern U.S. This company, which sells its roofing products through Home Depot, sees sales spike in that region. The quality of earning analysis determines $1 million of income isn’t sustainable; it’s from a non-recurring event when people replaced roofs. The EBITDA is adjusted from its reported number, and value drops to $54 million. The problem is that the seller expected to get $60 million.
What are other areas that commonly cause EBITDA to be adjusted during a transaction?
Depending on the size of the business, sometimes owner personal expenses are charged to the company. Sellers want to identity those because going forward the business will not incur those types of expenses, which will increase EBITDA.
Another item that will be missed in reported EBITDA are professional fees. For example, a $100,000 legal settlement was correctly reported, but the accompanying $25,000 in professional legal fees could be buried in another line item. Both expenses are non-recurring and can be taken out.
An area to watch is self-insurance reserves used for workers’ compensation and health insurance, which fluctuate. Certain large claims could be justified as non-recurring.
In the case of audited financial statements, some expenses and incomes may be below an auditor’s scope and, as such, aren’t adjusted as part of the audit. Typically, the concept of scope isn’t used in a quality of earnings and the threshold of significance is lower. When multiples of EBITDA are used, a $100,000 item, for example, may impact valuation by $600,000. It needs to be correctly recorded and classified.
Also, most income statements have an ‘other income and expense’ line item that is either a catch-all or kept separate to identify the amounts as non-operating. Other income and expense needs to be scrutinized to understand if these items are, in fact, non-operating or non-recurring in nature.
What else do business owners need to know?
Hire the right adviser, or risk being left in the dark. These kinds of transactions aren’t familiar to many successful business owners. They don’t understand how reported and adjusted EBITDA differ. Instead, they rely on key advisers to point them in the right direction — and that doesn’t always happen.
It’s worth the cost, time and effort to hire a transaction professional. Northeast Ohio is undergoing the most robust transaction environment of the past 10 years. Buyers and sellers both need a clear understanding of a company’s financial history, in order to consummate a transaction.
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