Important tip for Buyers of businesses

confused-manOne important thing for Buyers looking to purchase a business is for them to recalculate EBITDA and SDE if there are multiple owners of the business. It is easy for a Seller or Seller’s advisor to overlook the true SDE and EBITDA when there are multiple owners of a business.

For example, see the Line 12 number of  $38,957 below for Compensation of Officers for a tax return.

Tax return picture

It seems like SDE and EBITDA would be easy to calculate, just add back the $38,957 for SDE and EBITDA would remain unchanged.  If there is only one Seller that calculation would be correct, but what if there are multiple Sellers?  How does that change EBITDA and SDE? Does it changes SDE and EBITDA?

The Buyer would need to replace one of the Sellers.  This cost to replace the Seller would not be added back to arrive at EBITDA, it would be subtracted.  Both EBITDA and SDE would be reduced. The reason for this is the Buyer would incur the cost of replacing one of the Sellers.  Here is one other thing to consider:  is the current wage of the Seller who is going to be replaced more or less than the is receiving less than the cost to replace them?   Whatever that cost is going to be, that is the amount of expense that would be included in the calculation of SDE and EBITDA.

For example, let’s assume the cost to replace one of the owners is $25,000. See the correct calculations below:

Erroneous Calculation                                       Correct Calculation with Multiple Sellers 

Net Income              $X,XXX,XXX                                                     $X,XXX,XXX


Interest                            XX,XXX                                                            XX,XXX

Inc Taxes                           XX,XXX                                                          XX,XXX

Deprec                              XX,XXX                                                           XX,XXX

Amort                                XX,XXX                                                          XX,XXX

Cost to replace

Owner                            XX,XXX                                                           (25,000)

 EBITDA                          XX,XXX                                                           XX,XXX


Owner Wages                 $38,957                                                           $38,957

Cost to Replace

Owner                             XX,XXX                                                            XX,XXX

SDE/Cash Flow          $XXX,XXX                                                       $XXX,XXX

The result of the above is that EBITDA and Cash Flow are reduced by $25,000.  We used $25,000 as a basis for the example, but the number could far greater impact on the business because, let’s assume a 3x multiple of SDE as a basis for value, then the value of the business would actually be $75,000 less due to the correct calculation.

This is a critical part of an acquisition: Buyers beware!



About Rick Krebs, CPA - Business Valuations, Mergers & Acquisitions

Rick Krebs - Mergers and Acquisitions Professional, Business Broker, CPA. Rick brings a unique blend of sales, entrepreneurial, and financial experience to Business Sales Group. He began his career as a CPA, working in Nevada and Utah where valuable financial experience was gained. He uses those skills every day. He graduated with a Master’s of Science Degree and Bachelor’s Degree from Utah State University. As a business owner he started Liberty Mortgage, a mortgage bank licensed in 23 states nationwide. He eventually sold the successful company to an investor from California. He has been in the M&A space helping people sell their businesses since July, 2010. During his first year as a business broker with BRC, he listed and sold more businesses than the entire office combined. As a sale-side and buy-side advisor for Mergers and Acquisitions transactions Rick's advisory, accounting, and management skills are invaluable when advising sellers as they maneuver the intricate details of the deal through closing. Rick is also a CNA (Certified Negotiation Expert) which helps him negotiate the most favorable terms for clients in a transaction. ​ Rick was quoted by FORBES as an expert sales-side advisor who helps Sellers avoid the pitfalls of selling a business.

Posted on July 3, 2017, in Company News and Announcements and tagged , , , . Bookmark the permalink. Leave a comment.

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