How to spot FAKE EBITDA, without spending a nickel on due diligence...

lender profile

November 29, 2022

by a lender from Baylor University - Hankamer School of Business in Houston, TX, USA

Imagine wasting weeks/months of time and pissing away $15K on a QoE only to find out that the company actually only generated $1.5MM in EBITDA.....instead of the $3MM that they promised.

Uh oh.

This actually happens all the time! Especially in one specific industry. In fact, this is precisely why loads of lenders avoid this industry like the bubonic plague.

Can you guess which industry I'm talking about??? ----- Service Contractors

So here's exactly how to avoid this expensive mistake, as follows:
-Step 1: Ask the Seller if the company collects any upfront "Deposits" for new projects.
-Step 2: If the Seller says "yes," you'll want to whip out the most recent Balance Sheet. Now look for two specific items: (#1) look at the current liabilities section and make sure you see a line item labeled Customer Deposits or Unearned Revenue. (#2) look at the current assets section and make sure you see a line item labeled Restricted Cash or Customer Deposits.

If the Balance Sheet is missing either of these line items --- MAJOR RED FLAG.

Here's why: 99% of middle market Service Contractors mistakenly book Customer Deposits as Revenue, which makes EBITDA look bigger than it actually is.

Treating a Customer Deposit like Revenue implies that they've "earned" the money. But this is almost never the case. Remember this...

Customer Deposits = Liabilities (not revenue)

Think about it: if I give you money upfront to get started on a project (ala deposit), that means you are OBLIGATED to do the work. If for any reason you don't do the work, what happens next??? REFUND!

This simple trick will put you lightyears ahead of most searchers, and save you tons of time and money.

Happy hunting!

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commentor profile
Reply by a searcher
from Narsee Monjee Institute of Management Studies in Toronto, ON, Canada
Heard about a similar thing on the Acquiring Minds Podcast when the owner had booked the revenue of the new projects before selling and the buyer had to basically complete the projects for free.
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Reply by a searcher
from University of Pennsylvania in Charlotte, NC, USA
Good post. And customer deposits occur in many businesses including subscription-based businesses (if customers pay part or all upfront), custom manufacturing and others. In addition to the impact on EBITDA, from a transaction perspective one should consider that deposit liabilities should/may be considered debt obligations rather than a working capital account. If you're pricing a deal on a cash-free debt-free basis with a purchase price adjustment for net working capital, best to define upfront in the LOI whether the deposits are treated as debt or included in NWC. (There are sound arguments for either, depending on circumstances.) Otherwise the parties may have very different views, which may not surface until due diligence and legal costs have been incurred. Deals dies sometimes on that mountain of misunderstanding.
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