Correct handling / negotiation of non-cash EBITDA
September 19, 2023
by a searcher from Columbia University in New York, NY, USA
I am under LOI for an attractive, diversified company with nice growth, several lines of business, and a nice asset base.
However, in diligence, we learned that a chunk of their 'revenue' is actually a non-cash inventory transformation. I've learned that in certain sectors, it is not uncommon accounting practice to put inventory value transformations onto the P&L, typically in COGS or revenue. That said, we now have a disconnect on what EBITDA is, as I did not have the foresight to exclude this sort of thing from my EBITDA calculation, and even if it is EBITDA to the company, I can't use it for running the business.
The seller and I have a good relationship, and I do not suspect maliciousness -- but the difference in EBITDA would amount to a gap of several $MM in enterprise value. He doesnt want to retrade, obviously.
Has anyone seen such a situation? Interested in any clever deal structures that might work around this.
from University of North Carolina at Wilmington in Argyle, WI 53504, USA
from Columbia University in New York, NY, USA