Michael Steinberg

Welcome to Hedgestone Academy

The comprehensive broker training program trusted by over 400 business advisors. Master EBITDA, valuation, recasting, and the art of selling businesses.

Broker Certification Program
Progress
0%
Module 1 of 8
Understanding EBITDA

What is EBITDA?

EBITDA stands for Earnings Before Interest, Taxes, Depreciation, and Amortization. It represents the earnings of a business after eliminating non-cash expenses for depreciation and amortization and after eliminating the expense of interest on debt.

EBITDA is an aggressive accounting tool used to announce and analyze profitability and to create a picture more indicative of the company's true value. A multiple of EBITDA can determine the selling price of a business.

Key TakeawayLike recasting, EBITDA is a well-established, though aggressive, accounting procedure used to demonstrate the true profitability of a company. It strips out expenses that can obscure how the company is truly performing.

Why EBITDA Matters

  • Interest is removed because it's due to management's choice of financing, not operations
  • Taxes are left out because they vary widely depending on acquisitions and losses in previous years
  • Depreciation & Amortization are removed because they involve subjective judgments (useful lives, residual values, methods)

This makes EBITDA an easier tool for comparing the financial health of various companies and giving investors a better sense of how much money a company might generate before payments to creditors or the government.

EBITDA Multiples

The common multiplier ranges between 2x and 10x EBITDA, most often 2.5x to 6x in the small business marketplace.

Factors That Raise the Multiple
  • Retention of key personnel
  • Diverse customer base
  • Strong management, weak competition
  • Strong established products or pipeline
  • Good lease terms
  • Ability to grow in current location
Factors That Lower the Multiple
  • Products readily available elsewhere
  • Customer base weighted with few customers
  • Soon-to-be-outdated equipment
  • Weak management
  • High employee turnover
RememberInterest and taxes DO cost a company cash. Depreciation and amortization are tools to save taxes. A buyer should note whether depreciated equipment nearing end-of-term may indicate the need for replacement equipment.

Interactive EBITDA Calculator

Module 1 Quiz

1. What does EBITDA stand for?

Earnings Before Income, Transfers, Dividends, and Assets
Earnings Before Interest, Taxes, Depreciation, and Amortization
Equity Before Interest, Taxes, Debt, and Amortization
Earnings Before Investment, Trade, Depreciation, and Allocation

2. What is the most common EBITDA multiple range for small businesses?

1x to 2x
8x to 12x
2.5x to 6x
10x to 15x

3. Which of the following would INCREASE the EBITDA multiple?

A diverse customer base
Revenue concentrated in a few customers
Soon-to-be-outdated equipment
Products readily available elsewhere

4. Why is interest excluded from EBITDA?

Interest is not a real expense
Interest is always paid by the buyer
Interest is tax-deductible
Interest reflects management's financing choices, not operations
Module 2 of 8
Business Valuation Methods

Four Core Valuation Methods

We recommend using at least two methods for a more accurate picture. Unless you are intimately qualified, let the expert choose for you.

MethodBest ForKey Consideration
Net AssetsQuick disposals, asset-heavy businessesRarely reflects true value; book value is often an illusion
Excess EarningsBusinesses where risk is a major factorForces seller to look from the buyer's viewpoint
Economic Cap RateProjecting ROI for the buyerRequires known industry capitalization rates
Market ComparisonsLarger businesses in active marketsSmall businesses difficult to compare due to operational differences

Net Asset Approach

Assets include tangible (fixtures, inventories, accounts receivable) and intangible (goodwill). Net worth is adjusted for bad debt, obsolete inventory, and value of fixtures/equipment. A small amount is added for goodwill.

Excess Earnings Method

Each factor is scored 0-5 (0 = highest risk, 5 = well-managed and growing). Factors include: five-year revenue trend, capital structure, leverage, earnings, cash flow, employee turnover/compensation, market penetration, brand identification, customer satisfaction, and intellectual capital.

Evaluating Goodwill

  1. Take a five-year average of net income
  2. Compare your bottom line with industry norms -- any difference above norms = goodwill
  3. Calculate fair market value of tangible assets, add a safe rate of return; excess earnings represent goodwill
Key TakeawayMany deals never happen because an owner values the business way too high. Many businesses sell for too little because an owner doesn't realize its actual value. An independent appraiser should be enlisted early.
Module 2 Quiz

1. How many valuation methods should you use?

Exactly one
At least two for accuracy
All four, always
None -- use comparable sales

2. The Net Asset method is best used when:

The business is highly profitable
The business has significant goodwill
A business must be disposed of quickly
You want to show maximum value

3. A simple way to factor goodwill is to:

Take a five-year average of net income
Add 50% to tangible assets
Use the owner's estimate
Multiply revenue by 10
Module 3 of 8
What Is Your Business Worth?

When to Determine Business Worth

Here is something that should never happen: evaluating the worth of your business for the first time because you're thinking of selling. Any owner should periodically determine value throughout the life of the business.

  • When considering expanding
  • Thinking of bringing in new blood
  • Getting a loan or line of credit
  • Determining a state tax strategy
  • Settling a divorce or buying out a partner

Two Key Valuation Factors

  1. The company's ability to generate sales, cash flow, and profits, taking into account all expenses
  2. The company's assets, both tangible and intangible

Cash Flow Projections

We help the seller project cash flow over five or more years using recast earnings. Tangible assets set a minimum selling price. Intangible assets (goodwill, customer lists, trademarks, patents, leases, permits, contracts) raise the selling price.

Key TakeawayThe price of a business is right if it can pay for itself over a reasonable period of time. If it cannot, the price should be re-examined by both buyer and seller.

Expert Team Required

You need an accountant, attorney, and financial advisor experienced in EBITDA and recasting. Be forthright -- demand to know the tax ramifications, required documents, and exact costs.

Module 3 Quiz

1. When should you FIRST determine your business's worth?

Only when ready to sell
When a buyer contacts you
When you retire
Periodically throughout the life of the business

2. The price of a business is right when:

It matches the owner's expectation
The business can pay for itself over a reasonable time
It equals 10x revenue
The buyer agrees immediately

3. Which assets can raise the selling price above the minimum?

Tangible assets only
Cash assets only
Intangible assets (goodwill, trademarks, customer lists)
Real estate assets only
Module 4 of 8
Raising Business Value Before Sale

Increasing the Bottom Line

If expectations of business worth are far from met, there are things to increase the bottom line, even if it takes a few years. It might save time to raise the value by owning it a bit longer so it sells more quickly at a higher price.

The Power of Outsourcing

Full-time employees drawing large salaries often perform work that can be done by part-time resources at a fraction of the cost.

The Bookkeeper: Our firm had a bookkeeper earning $80,000/year. She retired. We replaced her with an outsourced service for $12,000/year. Net savings: $68,000 annually.

The Switchboard: A company had two operators costing $60,000/year. They switched to an off-site service for $250/week. Net savings: $48,000 annually.

Sales Multiplier Technique

If a business has low fixed costs, few assets, and little retained earnings, the sales multiplier technique may be appropriate -- often utilized for professional practices or service-related companies.

Key TakeawayWhether your business is large or small, its ability to generate cash flow is integral to the life and eventual sale of the entity. Bring expenses in line with industry norms to maximize your selling price.
Module 4 Quiz

1. How much did the firm save annually by outsourcing bookkeeping?

$48,000
$68,000
$80,000
$12,000

2. When is the sales multiplier technique most appropriate?

For asset-heavy manufacturing businesses
For businesses with large retained earnings
For professional practices or service companies
For real estate holding companies

3. What is the primary factor integral to the eventual sale of any business?

Its ability to generate cash flow
The age of its equipment
The size of its office space
The number of employees
Module 5 of 8
The Role of a Business Broker

Why You Need an Intermediary

It is virtually impossible for a company to represent itself and get the best terms. Like selling a car: if you chase the buyer, they know you're desperate and will low-ball you. An impartial intermediary is essential.

What a Broker Does

  • Preparation: Transaction objectives, marketing materials (SIM/offering memorandum)
  • Marketing: Finding and contacting prospective buyers, receiving proposals
  • Negotiation: Evaluating offers, negotiating LOI, setting DD timetable
  • Due Diligence: Ensuring documents are available, referring legal/accounting help
  • Closing: Negotiating and finalizing the PSA

The Hedgestone Advantage

15 years in business, over 400 business advisors, team approach with at least four brokers per listing, 10 million+ monthly social media views, proprietary CRMs, over a million buyers, full legal team and accounting staff.

The 70% Statistic

According to the SBA, 70% of small businesses never sell. Reasons: owners don't realize they have a sellable commodity, unrealistic pricing, or unrealistic terms.

Key TakeawayIf a broker gives you too much specific information about past deals (names, amounts), that's a warning they won't respect your confidentiality either. Walk away.
Module 5 Quiz

1. What percentage of small businesses never sell?

30%
50%
70%
90%

2. What is a red flag when interviewing a broker?

They ask for your financials
They want to see the business first
They suggest a valuation
They share specific names and amounts from past deals

3. How many brokers does Hedgestone assign per listing?

One dedicated broker
At least four, plus manager and facilitator
Two brokers
Depends on listing size
Module 6 of 8
Confidentiality & Honesty in Business Sales

Confidentiality is a Must

Keep sale news away from employees, suppliers, and customers. If the wrong people find out:

  • Customers worry whether orders will be filled
  • Employees question job security
  • Suppliers wonder if they'll be paid
  • Bankers may fail to renew credit lines or call in loans

Two Approaches

  1. Don't tell anyone
  2. Tell a modified truth -- tell employees the company is planning to grow or merge with a larger company

Key employees should be told before they find out from third parties that a transaction is done.

Honesty is the Best Policy

Fraud has no place in selling a business. Understatement of expenses, overstatement of income, or failure to divulge known hazards can break your deal and lead to legal action.

The Car Dealership Lesson: Early in my career, I noticed oil seeping into the ground at a used car dealership -- environmental issues. I didn't tell the buyer. They found out, suspected I knew, and backed out entirely. With the next prospect, I disclosed everything upfront. That deal went through smoothly.

The Pizzeria Franchise: Just before closing, the buyer discovered each franchisee would have to refurbish their store at over $100,000. The seller didn't know about this requirement. The deal broke up. With the next buyer, there was full disclosure -- and the deal went through.

Key TakeawayTelling prospective buyers everything in advance breeds trust. Holding back important information destroys trust and kills deals. It may even kill your reputation.
Module 6 Quiz

1. When should you disclose adverse information?

At closing
Only if they ask
Upfront, before negotiations progress
Never

2. What happened when the car dealership's issues were hidden?

The buyer negotiated a lower price
The buyer backed out and stopped all communication
The buyer didn't notice
The deal closed successfully

3. Regarding key employees during a sale, you should:

Never tell anyone until after close
Tell all employees immediately
Post it on social media
Tell key employees before they find out from third parties
Module 7 of 8
Recasting Financials

Why Recasting Matters

The SBA reports that 90% of small businesses fail in the first 10 years. Most don't fail to make a living -- they just fail to show a profit on the books. With proper recasting, even a money-losing business can be sold.

The $650K Revelation: A seller claimed he was losing money. Upon examination, he wasn't making $300,000/year as he thought -- he was earning $650,000/year. He was taking so much from the business (personal expenses, cell phones, insurance, car, pool maintenance, entertainment, clothes, mortgages) that he didn't realize his true income.

What is Recasting?

Recasting restates several years of financials to accurately reflect the true profit and show how the business would look with a new owner. It determines the SDE (Seller's Discretionary Earnings).

How to Recast: Step-by-Step

Recasting Checklist

0 of 12 items reviewed

The Multiplier Effect

The Cell Phone Example: A business owner gives family members cell phones at $60/month = $4,960/year. At a 10x multiple, that's $50,000 in added value. Imagine putting back $60,000 in expenses -- that's $600,000+ in added selling price.

Critical WarningRecast financials must be clearly labeled "Recast Earnings" or "Bridge P&L." They must NEVER be submitted to a lending institution. Lenders verify with the IRS, and discrepancies trigger back-tax assessments or criminal charges.
Module 7 Quiz

1. What does SDE stand for?

Standard Discretionary Estimate
Seller's Discretionary Earnings
Scheduled Depreciation Expense
Sales Distribution Evaluation

2. Recast financials should NEVER be submitted to:

Potential buyers
Your accountant
Your business broker
A lending institution or bank

3. $4,960/year at a 10x multiple adds how much to selling price?

$4,960
$10,000
Approximately $50,000
$100,000

4. How many years of financials should be recast?

Three to five years
One year
Ten years
Only the most recent year
Module 8 of 8
The Selling Memorandum

What is a Selling Memorandum?

Also called an Offering Memorandum, SIM, Deck, Business Plan, Confidential Description Memorandum, or "The Book." Its function: encourage buyers to take an in-depth look.

Two Essential Tasks

  1. Present completely factual information
  2. Create marketing excitement

What It Includes

  • Company overview and personal viewpoint
  • Asking price and terms
  • Industry, competition, and product details
  • Customer information and key personnel
  • Hard assets (buildings and equipment)
  • Projections and long-term plan
  • Financials, financial graphics, executive summary, appendix
Key TakeawayMake a strong memorandum. Don't oversell. Use a CPA firm, attorney, and business broker to help create it. The groundwork should be done before the first buyer arrives, but it evolves as you learn more from buyer questions.
Module 8 Quiz

1. A selling memorandum must accomplish which two tasks?

Maximize price and minimize disclosure
Present factual information and create marketing excitement
Hide weaknesses and highlight strengths
Satisfy the IRS and the buyer

2. Which is NOT another name for a selling memorandum?

SIM
Offering Memorandum
Tax Return Summary
The Book

3. Who should help create the selling memorandum?

The owner alone
The buyer's representative
Just the attorney
A CPA firm, attorney, and business broker

Final Comprehensive Exam

Complete all 10 questions. You need 80% or higher to earn your Hedgestone Academy certificate.

1. EBITDA stands for Earnings Before Interest, Taxes, Depreciation, and ___?

Assets
Amortization
Allocation
Acquisition

2. The common EBITDA multiple for small businesses is:

0.5x to 1.5x
10x to 20x
2.5x to 6x
15x to 25x

3. What percentage of small businesses never sell (SBA)?

70%
50%
30%
90%

4. Recast financials should be labeled as:

Official Tax Returns
Audited Financial Statements
Preliminary Estimates
Recast Earnings or Bridge P&L

5. The car dealership lesson teaches us:

Always inspect the property
Full disclosure upfront breeds trust and closes deals
Environmental issues kill deals
Young brokers make mistakes

6. When a business has little profit, selling price is set by:

The owner's desired price
The broker's estimate
The company's tangible and intangible assets
The industry average

7. First step when recasting financials:

Deduct the owner's salary, bonus, and direct payments
Add a replacement manager salary
Remove all debt
Calculate goodwill

8. A selling memorandum is also known as all EXCEPT:

An offering memorandum
A balance sheet
A SIM
The Book

9. Three things your accountant and lawyer MUST have:

Low fees, large staff, nice office
Industry knowledge, marketing skills, patience
CPA certification, bar membership, MBA
Means to protect you, ability to work fast, be deal makers not breakers

10. How many business advisors does Hedgestone have?

Over 400
About 50
Over 1,000
About 200

Certificate of Completion

Hedgestone Academy -- Broker Training Program
Hedgestone Business Advisor

Has successfully completed all 8 training modules and passed the comprehensive final exam covering EBITDA, Business Valuation, Recasting, and the Art of Selling Businesses.