EBITDA and Your Business Sale

Updated 8/2025

If you're considering selling your business, understanding EBITDA—Earnings Before Interest, Taxes, Depreciation, and Amortization—is crucial. Buyers, investors, and lenders rely on EBITDA to assess your company's financial performance and compare it to industry peers. But what exactly is EBITDA, why is it important, and how is it calculated?

By the end of this blog, you’ll have a clear understanding of how EBITDA affects the sale of your business and what you can do to maximize its value.

What Is EBITDA?

EBITDA is a financial metric that measures your company’s profitability by focusing solely on its core operations. It excludes:

• Interest – related to your company’s financing (debt vs. equity).
• Taxes – dependent on external factors like tax rates and regulations.
• Depreciation & Amortization – accounting methods that allocate the cost of tangible and intangible assets over time.

By stripping away these factors, EBITDA provides a clearer picture of your company's true earning potential, regardless of financing decisions, tax strategies, or accounting policies.

Why Is EBITDA Important for Business Sales?

When selling your business, potential buyers want to assess its core profitability and cash-generating ability. EBITDA allows them to:

1. Compare apples to apples – Buyers can evaluate your business against competitors without the influence of different capital structures or tax environments.
2. Understand operational efficiency – It highlights how efficiently your company generates cash from operations.
3. Determine debt capacity – Lenders often use EBITDA to assess whether your business can meet debt obligations.
4. Estimate valuation – Many businesses are valued based on a multiple of EBITDA, making it a key figure in negotiations.

How to Calculate EBITDA

The formula to calculate EBITDA is straightforward:

EBITDA = Net Income + Interest + Taxes + Depreciation + Amortization

Let’s break it down:

• Start with net income, the profit your company generates after all expenses.
• Add back interest expense, which reflects financing choices rather than business performance.
• Add back taxes, as they depend on location and corporate structure.
• Add back depreciation and amortization, which are non-cash expenses allocated over time.

By following this approach, you'll obtain a clearer view of your company’s core earnings potential.

EBITDA in Action: A Business Comparison

Consider two companies in the same industry with identical revenue:

At first glance, you might assume Company #1 is the better performer based on its higher net income. However, after calculating EBITDA, we see that Company #2 actually generates more cash, making it a more attractive investment opportunity.

This example illustrates why buyers and investors focus on EBITDA rather than net income to assess the true profitability of a business.

How EBITDA Impacts Your Business Valuation

If you're preparing to sell your business, maximizing EBITDA can directly increase its valuation. Buyers typically use an EBITDA multiple, such as 4x or 6x EBITDA, to determine the purchase price. A higher EBITDA means a higher valuation.

What Is My Business Worth? How Business Value Is Determined

Your business’s value is typically based on a multiple of EBITDA, adjusted for one-time expenses and operational efficiency.

To determine valuation, buyers or M&A advisors consider:

• Normalized or Adjusted EBITDA
• Historical and projected growth trends
• Customer concentration and revenue quality
• Industry comparables (similar deal multiples)
• Market dynamics and timing (interest rates, buyer demand)

Most middle market companies are valued using an EBITDA multiple, typically between 4x and 8x, depending on the industry, risk profile, and growth outlook.

For a more accurate valuation, it’s important to work with an experienced M&A advisor. They’ll benchmark your company against real transactions and provide a defensible range based on your specific market.

Ways to Improve EBITDA Before a Sale

1. Reduce unnecessary expenses – Streamline operations to increase efficiency.
2. Eliminate non-essential costs – Remove personal or discretionary expenses that don't contribute to core operations.
3. Increase revenue streams – Diversify your offerings to boost top-line growth.
4. Evaluate pricing strategies – Ensure your pricing reflects the true value you provide to customers.
5. Optimize tax strategies – Work with a financial advisor to ensure tax efficiencies without impacting operational metrics.
   
   

Adjusted EBITDA: A More Accurate Picture

While EBITDA is a great starting point, Adjusted EBITDA provides a more refined view by adding back non-recurring, discretionary, or non-operational expenses. This can include:

• Owner salaries above market rates.
• One-time legal or restructuring expenses.
• Non-business-related personal expenses.

Buyers often prefer adjusted EBITDA, as it offers a clearer picture of the company’s earnings potential under new ownership.

Read PCE’s Add-backs blog to learn how adjusted EBITDA can help you defend a higher valuation.

Key Takeaways

• EBITDA provides a clear measure of your company’s operating performance by removing financing and accounting distortions.
• Buyers and investors use EBITDA to compare businesses, assess cash flow potential, and determine valuation.
• Maximizing EBITDA before a sale can significantly increase the value of your business.
• Adjusted EBITDA
  accounts for non-recurring expenses, offering a more accurate representation of earnings.

If you're considering selling your business, understanding and optimizing EBITDA is crucial.

Need Expert Guidance?

At PCE Companies, we specialize in helping business owners like you prepare for a successful sale. Our team can analyze your EBITDA, identify areas for improvement, and guide you through the selling process.

By implementing these insights, you'll be well-prepared to present your business in the best possible light when the time comes to sell.

Ali Masoud

Ali Masoud is a Director in PCE’s M&A practice, specializing in buy-side and sell-side transactions, recapitalizations, and corporate advisory services. With deep expertise in software and technology deals, Ali brings extensive experience from top global investment banks and a background as a Turnaround CEO. 

Read Ali's Full Bio