Valuation considerations: EBITDA

Anyone with a basic exposure to the world of business valuation and corporate finance transactions,  will have at some point come across the term EBITDA.  You can pick virtually any M&A announcement across any sector, and find the mention of EBITDA as an underlying performance and valuation metric.

What is EBITDA and why is it used?

Despite not being officially recognised under any accounting standard, EBITDA (an acronym for earnings before interest, tax, depreciation and amortisation) is one of the most widely used terms in corporate finance transactions.

EBITDA should also include adjustments to normalise one off income and costs, and include an appropriate director’s remuneration for the business. Such adjustments can be very subjective, and the subject of much debate in a corporate finance transaction!

The EBITDA is combined with a valuation multiple to provide the Enterprise valuation of the Company i.e.  the valuation before adjustment for net cash/debt, and working capital.

By stripping away non-operational expenses and non-cash items such as depreciation, EBITDA in theory allows for a cleaner analysis of the underlying profitability, and a proxy for the operating cash flows of a Company. It is a measure free from the impact of accounting policies, capital structure and taxation regimes.

Limitations of EBITDA

Given its extensive use , it may come as a surprise that EBITDA has several important critics, one of the most stinging coming from Warren Buffett who is credited with having said “does management think the tooth fairy pays for capital expenditure”.

Most of the arguments against using EBITDA come down to the question of whether excluding interest, tax, depreciation and amortisation, really provides a more accurate picture of the operating performance of a Company. The following are some of the reasons why this might not be the case.

For companies in capital intensive sectors such as manufacturing or transport, depreciation is a major P&L cost and cannot be ignored. Depreciation is a very real cost, it is the cost of consuming productive capacity.

In such businesses, EBIT (earnings before interest and taxation) would be a more appropriate measure, this is because EBIT takes depreciation into account.

Similarly does excluding interest provide a more accurate reflection of operating performance, when even the smallest of companies will tend to have some form of debt finance in the business, and this can represent a sizeable proportion of overheads.

Critics of EBITDA also point out that by excluding working capital factors, EBITDA is not the indicator of operating cash flow that it purports to be. For example two businesses with the same EBITDA could have very different cash flows due to differences in debtor days, stockholding requirements etc.

Given the above why is EBITDA used

One of the key reasons EBITDA is so commonly applied is because of its ease of calculation and comparability compared to alternatives.

For example other valuation methodologies such as the discounted cash flow valuation would involve forward projections significantly beyond the resources of many businesses.

Therefore EBITDA whilst having limitations is likely to continue to be a key metric in Corporate Finance transactions. However it is vital that business owners take appropriate advice to ensure that benchmarks such as EBITDA are applied in an appropriate context.

If you would like to discuss further, please contact Ian Waddingham from the Corporate Finance team on 01772 821021

Is this the end of the one-day shuffle?

A company can change its accounting reference date (‘period end’) by giving notice to shorten its accounting reference period.  In doing so, subject to certain exceptions, Companies House grants up to an additional three months to file the company’s accounts, based on the date of the notice.  This extension was designed to prevent a situation where shortening a period resulted in late delivery and the directors being in immediate default.

The Department for Business, Energy & Industrial Strategy issued a consultation earlier this year with a view to enhancing the role of Companies House and increasing the transparency of UK companies.  As part of this consultation, they have noted that some companies take advantage of this extended filing deadline by shortening their period end multiple times, reducing their accounting period by one day, in order to gain additional time to file their accounts (the “one-day shuffle”).

The consultation document states that “this is contrary to the intended spirit of the provision and is a cause for complaint by users of the register.  Misuse of this mechanism results in no financial information being available for companies over an extended period.  This may be an indication that a company is experiencing financial difficulties or has some other reason to conceal the extent of its assets and liabilities.”

The proposal is to implement a limit to the number of times a company can shorten its accounting reference date, such that the regulations retain the flexibility in allowing companies to shorten their accounting period, but prevent companies from abusing this when the reason is solely the desire for an extension to their filing date.

The consultation closed on 5th August 2019 and the feedback is currently being analysed. 

For those companies that currently adopt this ‘practice’, going forward it is possible (likely) that this loophole will be closed or significantly curtailed.  Therefore, companies will need to plan to have their accounts available for filing by their regular filing date.

For more information on this topic please contact our Corporate Services Director Paul Spencer

Optician firm focuses on succession and growth

Optician chain David H Myers has completed two significant deals as part of a succession planning strategy that has introduced new blood to the management team, while developing the business.

The chain, which operates branches in Southport, Penwortham, Leeds, Churchtown, and Lytham, sold a substantial minority stake in its Churchtown branch to Rob Lowther, who already owned a major shareholding in the Penwortham practice.

The deal will see Rob taking on management responsibilities for operations in Churchtown, in addition to his ongoing role in Penwortham.

In a second transaction, incoming director Paul Jones has acquired a minority stake in the Lytham practice from each of the owners, David Myers and Ian Brooker.

The Lytham deal will enable Paul to work with Ian to drive the ongoing expansion of the Lytham business.

David, who founded the business in 1979, said: “These two transactions are pivotal to our succession planning and growth strategy. The first deal allows Rob to take on a remit for managing our Churchtown practice as well as his role at Penwortham, while the second means Paul will step up at Lytham to assist Ian in a management role that will enable the further development of the branch.

“Just as importantly, the two deals will generate resources to fuel our ongoing expansion programme and we are currently in discussions with owner-managers of optician practices regarding potential acquisitions.”

David H Myers has received corporate finance, transaction services, tax and succession planning advice from the team at MHA Moore and Smalley.

Partner Damian Walmsley commented: “David H Myers is a successful and ambitious optician business that is managing to implement effective succession planning, while also developing the management team and creating sufficient resources to continue its expansion programme. I have every confidence that the business will continue to succeed.

David Myers added: “We have been working with the team at MHA Moore and Smalley for many years and have been consistently impressed by their friendly, yet professional approach and willingness to truly understand our business and its needs going forward.”

Open Banking Changes within Quickbooks

Open Banking regulations have been introduced in the UK.

In line with these regulations, QuickBooks is upgrading its bank feeds. Existing connections will be switched off and replaced with a more stable process which will give you a better experience.

Once these new feeds are ready, we’ll ask you to log in into QuickBooks and authorise the new feeds. This will allow your data to keep flowing into QuickBooks without interruption.

The new feeds will give you more control, improving the process and making it more secure.

Please note, for security reasons, the connection will need to be re-authorised every 90 days. If you have further questions about Open Banking, you can find more information on this FAQ on the link HERE

What makes an acquisition successful?

A survey conducted earlier this year by Deloitte in the USA of corporate and private equity executives ranked effective integration as the single most important factor leading to a successful transaction (23% of respondents).

Integrating two businesses after an acquisition is often more challenging than bringing the deal to fruition. Many acquisitions fail to add value, or can destroy it, because the purchaser is not properly prepared for “what happens next”.  Achieving completion may often feel like the end point has been reached – but in fact what it really means is that you are only on the start line.

It is essential to prepare for integration well ahead of completion. This means identifying urgent tasks that should be set out in a detailed action plan and set in motion before the ink is dry on the contract. The first 100 days after completion are critical. This is the formative period during which you can accomplish early wins, while laying firm foundations for the future. 

There may be cultural differences between the businesses which will need to be overcome. It is important to keep your existing team motivated, while bringing in new people who may be used to a different way of doing things. Personal tensions, uncertainties and misunderstandings can lead to lost productivity.

Clear communications with all stakeholders must be a key part of the integration process. Customers, employees, investors, suppliers, and even, perhaps, the local community need to understand what the acquisition means for them.

The importance of sound leadership at all levels cannot be overstated. Decide well ahead of completion on key management positions and who is going to fill them. An effective integration plan must set out clear responsibilities and lines of reporting that are universally understood and will be implemented.

The Deloitte survey ranked other factors which the respondents considered to be important in achieving a successful transaction in order as follows; economic certainty (19% of respondents), accurately valuing a target (18% of respondents), stable regulatory and legislative environment (15% of respondents), proper target identification (14% of respondents) and sound due diligence process (11% of respondents).

The corporate finance team at MHA Moore and Smalley has a wealth of experience of advising on transactions of all sizes in a wide range of sectors. If you would like to discuss this blog in more detail, please contact a member of our Corporate Finance team on 01772 821021.

Stephen Gregson

Professional: Stephen joined our team from KPMG Corporate Finance in Manchester in 2002. To date he has advised businesses on mergers and acquisitions, fundraising and strategic planning across a wide range of sectors including waste management, haulage, construction, engineering and wealth management financial services.

At Moore and Smalley Corporate Finance he has continued to focus upon advising owner managed businesses on strategic direction, mergers and acquisitions, and fundraising.

Personal: Stephen is happily married and has two young children He enjoys travelling both in Britain and abroad.

Michael Briggs

Professional: Michael is responsible for some of the firm’s largest clients in addition to advising a range of multi-sector owner managed businesses across the region.

His specialist areas include management consultancy, business planning and company purchases and sales.

Personal: Michael is a dedicated runner, covering over 1000 miles every year. He regularly competes in marathon and half marathon events all over the world, often raising money for charity. When he’s not running Michael enjoys learning about history, including travelling to special sites of historic interest, he is particularly interested in World War I.

UK business confidence slumps as political uncertainty rises following hung parliament

British business confidence has fallen sharply since the inconclusive election result that has left Prime Minister Theresa May weakened ahead of the forthcoming Brexit talks, according to a survey by the Institute of Directors (“IoD”) published last week.

The survey of nearly 700 members of the influential business group also exposed deep concern over the political uncertainty and its impact on Britain’s economy. The company directors surveyed could see no clear way to quickly resolve the political situation and they felt that a further election this year would have a negative impact on the UK economy.

“It is hard to overstate what a dramatic impact the current political uncertainty is having on business leaders and the consequences could be disastrous for the UK economy. The needs of business and discussion of the economy were largely absent from the campaign, but this crash in confidence shows how urgently that must change in the new Government,” said Steven Martin, Director General of the IoD.

The members of the IoD who took the recent survey are looking for any political certainty that can be found and are keen to see quick agreement with the European Union on transitional arrangements surrounding the UK’s withdrawal, and clarity on the status of EU workers in the United Kingdom.

The overall priority for the new Government, according to those IoD members who participated in the survey, must be reaching a new trade deal with the European Union. On the domestic front, work to deliver a higher skilled workforce and better quality infrastructure is considered vitally important.

Mr Martin commented “Business leaders will be acutely aware that Parliaments without majorities are more prone to politicking and point-scoring than most. If we do indeed see a minority Government, both sides of the aisle must swallow their pride and work on a cross-party basis on the most important issues. The last thing business leaders need is a Parliament in paralysis, and the consequences for British businesses and for the UK as an investment destination would be severe.”

“Saying this, there is also little appetite for a further election this year, and indeed business leaders are keener to see the new Government get to work in Brussels and on the domestic front. Ensuring negotiations start well, and delivering higher quality skills and infrastructure across the country, must be the priority.”

More than three quarters of the IoD members who took part in the survey believed that political uncertainty is either a significant or a slight concern for their organisation.

The IoD survey recorded a large negative swing in confidence in the UK economy from the previous survey carried out in May. While 20% of participants are optimistic about the UK economy over the next twelve months, some 57% are now either quite or very pessimistic. This compares with May, in which 34% registered their optimism, and only 37% reported pessimism.

If you would like to discuss this in more detail or you would like to speak with a member of our Corporate Finance team, please contact or call on 01772 821021.