- EBITDA
- Earnings before interest, tax, depreciation and amortisation. A rough measure of operating profit, used because it strips out financing and accounting choices that vary between businesses.
- Add-backs
- Costs taken back out of profit because they are personal, one-off, or would not continue under new ownership. A buyer will accept some and challenge others.
- Quality of Earnings (QofE)
- An examination a buyer or seller commissions that rebuilds a business's profit figure from source records, to test whether the reported number is defensible.
- Normalising
- Adjusting a figure to what it would be in a normal year, by removing one-offs and unusual events.
- Trailing twelve months (TTM)
- The most recent twelve months of trading, used instead of a financial year so the figures are current.
- Run-rate
- What the business would earn over a full year at its current level of trading, rather than what it earned historically.
- Working capital
- The cash tied up in running the business day to day: money owed by customers, plus stock, less money owed to suppliers.
- Working capital peg
- The normal level of working capital a sale price assumes comes with the business. If actual working capital at closing is below the peg, the price is reduced.
- DSO
- Days sales outstanding. How long customers take to pay you, on average.
- DPO
- Days payable outstanding. How long you take to pay suppliers, on average.
- DIO
- Days inventory outstanding. How long stock sits before it sells, on average.
- Letter of intent (LOI)
- The agreed outline of a deal, signed before detailed diligence begins. Usually not binding on price.
- Data room
- The organised set of documents a buyer works through during diligence.
- Earn-out
- Part of the purchase price paid later, and only if the business hits agreed targets after the sale.
- Escrow
- Part of the purchase price held back for a period after closing, in case something surfaces.
- Covenant
- A condition a lender attaches to a loan, such as keeping debt below a set multiple of profit. Breaching one gives the lender rights.
- Covenant headroom
- How much room you have before you breach a loan condition.
- Leverage
- Your debt measured as a multiple of profit.
- Coverage
- Whether profit comfortably covers your loan payments and other fixed commitments.
- Fixed charge coverage ratio (FCCR)
- Profit divided by everything you are committed to paying: loan payments, leases and similar. Lenders typically want this comfortably above 1.
- Collateral
- Assets a lender can take if the loan is not repaid.
- Lien
- A claim someone already has over an asset, which affects what a new lender can lend against it.
- Advance rate
- How much a lender will lend against an asset's value.
- Equity cure
- A written right for the owners to put money in and fix a breached loan condition.
- Basis points
- Hundredths of a percent. 100 basis points is 1%.
- Intercompany balances
- Money owed between entities you own.
- Related-party transaction
- A deal between the business and its owners, their family, or another company they own.
- Independent sponsor
- An acquirer who finds a deal first and raises the money for it afterwards, rather than holding a committed fund.
- Enterprise value
- The value of the business itself, before subtracting debt and adding cash. Not what the seller receives.
- Discounted cash flow (DCF)
- A way to value a business by projecting future cash and discounting it back to today. It depends on forecast and discount-rate assumptions; this tool uses a simplified version as a cross-check.