The FNDRS Playbook · PB10 · Pre-emption

The adjusted EBITDA bridge

Adjusted EBITDA is built, not declared.

The idea

Adjusted EBITDA is built, not declared.

Buyers price a multiple of Adjusted EBITDA. Every dollar of defensible adjustment is worth that multiple in price. Every dollar that does not hold up is worth the same multiple in lost credibility.

The bridge shows how we get from the tax return to the number a buyer will accept.

The three P’s

Where this chapter sits

Pull one lever and you improve the outcome. Pull all three and you change it.

P1

Positioning

Which category. Where in the range.

P2

Pre-emption

Find it first. Frame it first.

P3

Process

Competition. Timing. Leverage.

Read the three P’s

The figure

From net income to Adjusted EBITDA

Illustrative
StepLineAmount
StartNet income, per the financials$1,400,000
AddInterest$120,000
AddTaxes$380,000
AddDepreciation and amortization$300,000
EqualsEBITDA$2,200,000
AddOwner compensation above market$250,000
AddNon-recurring legal settlement$90,000
AddPersonal expenses run through the business$60,000
SubtractRent below market, on a related-party lease−$80,000
SubtractReplacement cost of the owner’s unpaid family member−$70,000
EqualsAdjusted EBITDA$2,450,000
Illustrative. Adjustments go both ways, and a buyer will add the negative ones you have not.

How to read it

A step chart starting from reported net income, adding back interest, taxes, depreciation, and amortization to reach EBITDA, then applying owner-related and non-recurring adjustments, both positive and negative, to reach Adjusted EBITDA.

Premium exits are not negotiated. They are prepared.

The FNDRS M&A desk

See where your business sits

The Go-To-Market Analysis (GTMA) places your business on these frameworks with your own numbers, before a buyer does.