How much your business is worth as an EBITDA-based valuation depends on the quality, defensibility and sustainability of the earnings — not just the headline multiple. Sell-Side Valuation Engine · Shape Executive For founders considering the decision itself, how to prepare a business for sale covers the operational and commercial preparation that supports a strong process.

Business Exit Readiness: Protect EBITDA, Value and Deal Certainty

Business value is determined by more than an EBITDA multiple. Buyers test the quality, durability and transferability of earnings — then use every unresolved operating risk to reduce price, increase conditions or retrade the deal. Exit readiness identifies where value is being suppressed across margin, working capital, revenue quality, management dependency, reporting and execution. The objective is to improve the business before diligence exposes the gap.

Built by an operating partner with full P&L responsibility across a $110M+ APAC platform

Run the Valuation Diagnostic ↓

Where this fits

Demand → Pricing → Cash → EBITDA → Network → Visibility → Value

1
Input your business Revenue, EBITDA, risks
2
Understand your valuation What buyers see today
3
Unlock value & exit readiness Close the gap before you go to market
Most businesses don't sell below value — they sell below prepared value. The difference shows up in the EBITDA valuation process.
Founder dependency costs 0.2–0.5× on your multiple. If the business can't run without you, buyers price that risk — or walk.
Customer concentration above 25% triggers earn-out structuring or price chips. One customer at 40% revenue is a deal-breaker for most PE buyers.
Margin below sector median is the most expensive gap. At 5×, every $100k of recoverable profit is worth $500k in sale price — before going to market.
Weak reporting slows QoE, creates disputes, and gives buyers ammunition to reprice after heads of agreement are signed.
Going to market too early is the most common and costly mistake. A 12-month preparation window typically returns 3–5× the cost in additional sale price.
You are leaving $X–$Y of enterprise value on the table
WHAT THIS MEANS
What your business is worth
today (pre-debt)
Profit (EBITDA)
normalised
What buyers pay
current multiple
Exit Readiness Score
out of 100
After improvements
exit value potential
Value uplift
executable gain
Improved profit
after levers
Improved score
after improvements
gap
Revenue
×
Gross margin
Operating profit
Exit readiness
What buyers pay
=
Sale price
Revenue × Gross Margin → Profit × Multiple = Sale price. Move any lever — everything moves.
Most founders underestimate their valuation by 20–40% due to hidden risks and missed adjustments.
Enter your numbers to see exactly where the gap is — and what it costs you.
✓ Used by 500+ business owners ✓ Built by an operating partner with full P&L responsibility across a $110M+ APAC platform ✓ No signup required
STEP 1 — VALUE TODAY

What is my business worth?

EBITDA · multiple waterfall · enterprise value · exit readiness
Exit Readiness Score
How prepared is your business for a sale — scored across 6 dimensions
Score weighting breakdown
Your score after improvements
Adjust the levers to see how your score changes
Score today
After improvements

What a buyer will pay you
Why deals fail — and how yours scores
The most common reasons buyers walk away or reduce their price
What this means for you
STEP 2 — VALUE GAPS

Where is value being suppressed?

Benchmark gaps · risk adjustments · multiple compression
What your business is worth today
Mid-market ANZ transaction data · adjusted for your business profile
If sold today (unprepared)
Most likely outcome
Prepared, competitive process
Where your multiple sits in the sector range
Operating profit
×
Multiple
=
Sale price

Market data reference
ANZ mid-market benchmarks for your sector
Source: ANZ lower-mid market M&A transactions · industrial, distribution and professional services · Shape Executive analysis of observable deal data
Your normalised profit
What buyers in your sector pay
Your adjusted multiple (after risk)
Your business is worth
What's holding your value back
Multiple expansion pathway
How your multiple improves as risk flags are resolved
How value is built — cause and effect
Revenue → Margin → Profit → Multiple → Sale price
Revenue
×
Gross margin
Operating profit
×
Multiple
=
Sale price
STEP 3 — LEAKAGE

Where value is leaking every year

Pricing gaps · procurement · working capital drag
Where value is currently being lost
Every dollar of leakage below is worth 4–6× at exit — because buyers multiply profit
Total annual profit leak

See how to recover this value Pricing Calculator →
STEP 4 — BUYER VIEW

How a buyer will position this deal

Investment Committee memo · risk assessment · negotiation pressure points
Investment Positives
Investment Concerns
Likely Negotiation Pressure Points
What you see vs what a buyer sees
Before — buyer sees risk
After — buyer competes for this
Investment narrative — as a buyer would write it
Multiple step-down — current
Multiple bridge — how each fix adds to your multiple
Current multiple
Exit multiple
Risk area What a buyer sees Multiple impact Fix before sale
What a buyer will actually do
The three stages of a buyer's due diligence — and where value gets removed
If you sold today without changes
Do-nothing scenario — unaddressed risk flags priced into the offer
What your business is worth
Buyer discounts for unresolved risk
What you'd likely walk away with

STEP 5 — EBITDA BRIDGE

What moves the profit number

Revenue growth · GM improvement · cost savings · every dollar reconciled
Profit improvement bridge
Every $1 of profit adds $4–$6 to your sale price · click any bar to see the calculation · adjust levers on the left
What a buyer sees in your numbers
Revenue growth by driver
Profit today
Profit after levers
Profit gain
Where the sale price improvement comes from
Profit growth → sale price
Multiple expansion
Cash release
Risk-adjusted bridge
Each lever weighted by confidence — this is how PE builds the investment case

Build your 90-day value plan based on these numbers.
Build My 90-Day Plan →
STEP 6 — FIX IT

The ranked plan of what to change

Sorted by sale price impact · EBITDA impact · timeframe · difficulty
Top 3 Actions to Increase Your Sale Price
Ruthlessly prioritised by EV impact · time · difficulty
Your value creation plan
Each lever translated into a specific action — with timing and profit impact
Fast wins — 0 to 90 days Highest certainty, lowest effort, immediate impact
Structural — 3 to 18 months Requires management bandwidth — transforms the asset
Exit positioning — final 6 months Prepare the story, the data room, and the narrative
What most founders do next
Three paths — no gates, no forms
Improve internally first 12–24 months
Execute 2–3 of the levers in your plan before going to market. Businesses that do this consistently achieve a 0.5–1.5× higher multiple and fewer price chips during due diligence.
Prepare for sale now 6–12 months
Normalise your EBITDA, tighten reporting and start addressing concentration risk. A 6-month run-up with clean data consistently produces better outcomes than going to market unprepared.
Talk to an operator Anytime
If you want to walk through your numbers and timeline with someone who's built and sold businesses — and sat on both sides of the table during diligence — that's the conversation Scott has with founders.
STEP 7 — NEW VALUATION

What it's worth after your plan

Before vs after · value created · the mandate question
Before and after — the full picture
Every metric that changed · every dollar of value created
Value you've created
Value gap closed
The moment — what changed
Today — before improvements
Operating profit
Multiple
Exit score
Sale price
After your plan
Operating profit
Multiple
Exit score
Sale price
Value created through your plan
Your exit value — before and after your plan
Sale price impact of executing the value creation levers
What it's worth today
as-is, before improvements
What it could be worth
Your exit value — the before and after
You didn't just grow profit — you became a different asset
What a buyer pays today
Operating profit
Multiple
Sale price
What a buyer pays after your plan
Operating profit
Multiple
Sale price
Additional value — executable through your plan
Additional value unlocked by your plan
From profit growth
Multiple expansion
Cash release

STEP 8 — EXIT TIMING

12 / 24 / 36 month exit scenarios

Phased improvement capture · optimal exit window · value of waiting
When should you sell?
Exit timeline simulator · partial capture at 12 months · full capture at 24 months
Value creation attribution by scenario
Exit timing — EV at each stage
Exit path Operating profit Multiple Sale price Value gained
Exit timing strategy
When to sell for maximum value — EBITDA, multiple and EV by scenario
The cost of selling too early
Every month of preparation has a compounding return

Business Language Decoder
Every term buyers and advisers use · translated into plain English
Shape Executive · Scott Foster · Operating Partner

Sell-Side Valuation & Exit Readiness Report

Current Indicative Value
What your business is worth
Normalised profit (EBITDA)
Adjusted multiple
Conservative
Most likely
Prepared process

Exit Readiness Score
Score today
Score after improvements
Band
Buyer Challenge Summary
Risk Area Status Price Impact Recommended Action
Do-nothing outcome
Buyer discounts
Unaddressed discount exposure
Profit Improvement Bridge
Profit today
Profit after levers
Profit gain
Exit Value — Before and After
Value today
Value after plan
Improved multiple
Value unlocked by your plan

Your Value Creation Plan

This report is based on inputs provided and observable mid-market Australian transaction data. It is an indicative estimate only and does not constitute a formal business valuation or financial advice. Enterprise value is shown before net debt, transaction costs and tax. Always seek independent professional advice before making any transaction decisions.

Shape Executive · LAMVMT trading as Shape Executive ANZ · ABN 17 903 419 987 · shapeexec.com.au

Where to go next

Each tool addresses a specific driver of enterprise value — run them in sequence before going to market.

Improve Pricing
Most businesses lose 2–4% of revenue through unrecovered freight, ad hoc discounts and inconsistent customer pricing. Recover it before you sell — every dollar flows straight to EBITDA.
Pricing Leakage Calculator →
Release Cash
3–8% of revenue is typically trapped in working capital — slow debtors, excess stock, undertapped creditor terms. Releasing it before completion improves your balance sheet and exit proceeds.
Working Capital Calculator →
Prepare for Exit
A buyer's due diligence team will test every assumption in your EBITDA, assess management depth and model downside scenarios. Preparation determines the difference between the number you want and the one you accept.
Book a Sell-Side Strategy Call →

What is EBITDA in Business Valuation?

EBITDA stands for Earnings Before Interest, Tax, Depreciation and Amortisation. In business valuation in Australia , it is the primary measure buyers use to assess the cash-generating capacity of a business — stripped of financing structure, tax position and accounting treatment.

EBITDA is not the same as your reported net profit. Buyers normalise it by adding back one-off costs, above-market owner salaries and non-recurring items to arrive at a figure that reflects the true ongoing earnings of the business. Understanding your normalised EBITDA before going to market is the most important step in any sell-side preparation process.

What buyers do with your EBITDA →

What Multiple Should You Expect? — Continued

In Australian mid-market transactions, EBITDA multiples range from 3.0× to 13× depending on sector, earnings quality and risk profile. Manufacturing and distribution businesses typically trade at 4.5–6.0×. Healthcare and technology command 7.0–13×. Construction and retail sit at 3.0–5.5×.

Within any sector band, your specific multiple depends on growth trajectory, gross margin relative to peers, recurring revenue, customer concentration, founder dependency and reporting quality. A business at the top of its sector band has addressed each of these — one that hasn't will be discounted. The EBITDA valuation tool above calculates your adjusted multiple based on your specific risk profile. The difference between customer concentration and customer quality is one of the most commonly misread signals in a sell-side process.

How buyers determine your multiple →

What Reduces Your Valuation?

Four factors consistently reduce business valuation in Australian M&A: customer concentration above 25–30% in one customer (buyers apply a 0.3–0.7× multiple step-down or require an earn-out); founder dependency where the business cannot operate without the owner (0.2–0.5× discount); earnings inconsistency — year-on-year profit variance without clear explanation erodes buyer confidence; and poor working capital discipline — high debtor days and excess inventory reduce both multiple and net proceeds.

Each of these is quantifiable before going to market. The leakage analysis in this tool shows the dollar impact of each risk factor on your sale price. Releasing working capital before exit improves both your balance sheet and your completion proceeds.

How to address the discount drivers →

What Increases Buyer Confidence?

Buyer confidence — and therefore your multiple — is built by four things: earnings quality (clean, auditable accounts with a substantiated add-back schedule); revenue visibility (recurring or contracted revenue reduces buyer risk and directly expands the multiple); management depth (a business that runs without the founder is worth materially more than one that doesn't); and reporting quality (monthly management accounts and a board-level pack signal a professionally run business).

A business that demonstrates all four can run a competitive sale process — multiple buyers competing for the asset, rather than one buyer negotiating against a distressed seller. Improving gross margin and reducing operational risk are the two highest-ROI activities in the 12–18 months before going to market.

Request a confidential exit review →

Frequently Asked Questions

Questions from founders preparing for a sale process

What EBITDA multiple does my industry trade at in Australia?

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Mid-market Australian multiples range from 3.0× (construction, retail) to 9–13× (technology, healthcare). Manufacturing and industrial distribution typically trade at 4.5–6.0×. The actual multiple paid depends heavily on your growth trajectory, earnings quality, customer concentration and management depth — a well-prepared business in a mid-range sector can achieve the top of its industry band. Calculate your range using this EBITDA business valuation tool for Australia .

How do buyers adjust reported EBITDA during due diligence?

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Buyers normalise EBITDA by removing one-off items, adjusting owner compensation to market rates, stripping personal expenses, and reversing any above-market related-party transactions. They then apply their own incremental costs — management fees, head office allocations, compliance costs — to arrive at a "buyer's EBITDA." The gap between your reported EBITDA and the buyer's normalised EBITDA directly determines the price. Preparing your own normalised EBITDA schedule before going to market is one of the highest-ROI preparation activities available.

What reduces business valuation most in a sale process?

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The four biggest value destroyers in Australian mid-market transactions are: (1) customer concentration above 25–30% in a single customer — triggers earn-out or price chip; (2) founder dependency where key relationships or decisions run through one person — buyers pay for a business, not a person; (3) inconsistent or unaudited earnings — variance year-on-year without a clear explanation erodes confidence; and (4) poor working capital management — high debtor days or excess inventory signals operational risk and reduces completion proceeds. All four are addressable before going to market. The Profit and Working Capital quantifies the cash trapped in debtors and inventory.

How can I increase my exit value before going to market?

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The highest-ROI levers for increasing EBITDA before a business sale are: closing the gross margin gap to sector median through pricing discipline and procurement renegotiation; recovering unrecovered freight costs from customers; reducing overhead through zero-based cost review; and converting transactional revenue to contracted arrangements. At a 5× multiple, $200k of EBITDA improvement is worth $1m in sale price. The scaling EBITDA performance guide covers the operational levers in detail.

How do buyers adjust valuation for risk?

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Buyers — both private equity and strategic acquirers — apply risk adjustments to the base sector multiple. Customer concentration above 25% typically triggers a 0.3–0.7× multiple step-down. High founder dependency costs 0.2–0.5×. Weak reporting adds 0.1–0.4× of discount due to QoE risk. Low recurring revenue reduces the multiple by approximately 0.2×. Each risk flag is also reflected in deal structure — earn-outs, retention packages, and escrows are mechanisms buyers use to price risk they cannot resolve before completion. The private equity diligence process examines each of these systematically.

What is a good EBITDA multiple in Australia?

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Mid-market Australian EBITDA multiples range from 3.0× (construction, retail) to 9–13× (technology, healthcare). Manufacturing and industrial distribution typically trade at 4.5–6.0×. The actual multiple paid depends on growth trajectory, earnings quality, customer concentration and management depth. A well-prepared business can achieve the top of its industry band. Calculate your adjusted EBITDA multiple using this EBITDA business valuation calculator for Australia .

What is the difference between enterprise value and what I receive at settlement?

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Enterprise value is the total business valuation before debt and working capital adjustments. What you receive at settlement is equity value: Enterprise Value minus net debt (bank facilities, hire purchase, director loans), minus working capital adjustment, minus any escrows. A $6m enterprise value deal can result in $4.2m of actual proceeds if net debt is $800k and the working capital adjustment is $1m. Profit and Working Capital before settlement directly improves your net proceeds.

Complete Guide to Business Valuation in Australia

Most founders overestimate what their business is worth under an EBITDA valuation. Not because they're wrong about the business — but because they're measuring it through the wrong lens. Buyers don't pay for what you've built. They pay for what they expect to earn, risk-adjusted, at a multiple that reflects how defensible those earnings are. This guide covers how that process actually works.

How Buyers Actually Price Risk

Every risk flag a buyer identifies compresses your multiple. Customer concentration above 25%: subtract 0.3–0.7×. Founder dependency: subtract 0.2–0.5×. Weak reporting: subtract 0.1–0.4×. Poor recurring revenue: subtract 0.2×. These aren't arbitrary — they reflect the additional risk the buyer underwrites when they pay for a business that depends on things outside their control.

The buyer's job is to buy at a price where they make their return even if things go wrong. Every risk flag is a scenario where things go wrong. If you haven't resolved it before going to market, they will find it — and they will use it. Either to reprice the deal, structure an earn-out, or walk away at heads of agreement.

Understanding how buyers model risk is the most important preparation activity available to a founder before going to market.

Why Most Businesses Are Overvalued in Founder Minds

Founders value businesses on potential. Buyers value them on history and defensibility. That gap — between what you think it's worth and what a buyer will pay — is almost always explained by three things: earnings quality, management dependency, and revenue visibility.

Your reported EBITDA is not your sale EBITDA. Buyers normalise it — stripping one-off items, adjusting your salary to market rate, removing personal expenses, reversing related-party transactions. Then they apply their own cost structure: management fees, compliance, head office allocation. The number they arrive at is typically 15–30% below your reported profit. That gap, multiplied by the exit multiple, is the difference between the price you expect and the one you receive.

Add-backs help — but only if they're documented, substantiated, and defensible. An undocumented add-back is a disputed add-back. A disputed add-back in a QoE process becomes a price chip.

What Kills Deals Late

Most deals that die, die in due diligence. Not because the business was bad — because it wasn't prepared. The four most common late-stage deal killers in Australian mid-market M&A are:

Earnings inconsistency. Year-on-year profit variance without a clean explanation destroys buyer confidence. They don't know which year to believe. The safe answer is to pay for the worst one.

Undisclosed related-party transactions. Anything that looks like it was structured to inflate earnings or reduce costs artificially. Buyers find these. When they do, the relationship breaks down.

Working capital surprises at completion. If your debtor days, stock levels, or creditor terms are managed aggressively in the lead-up to settlement, the completion accounts will reflect it. Buyers adjust. That adjustment comes out of your proceeds.

Key person departures. If the founder signals they're leaving immediately post-completion — or if the management team is clearly dependent on one person — the buyer's risk model changes. Retention packages, earn-outs, and escrows follow.

What Actually Moves Multiples

Multiples in Australian mid-market transactions range from 3.0× (construction, retail) to 9–13× (technology, healthcare). Within any sector band, where you land depends entirely on four things: earnings quality, growth trajectory, revenue defensibility, and management depth.

Earnings quality means your profit is real, recurring, and clean. A QoE process that takes three weeks and produces no material findings is the most powerful price-support mechanism available. Earnings that require six rounds of adjustment are earnings that will be discounted.

Growth trajectory means buyers are paying for the future, not the past. A business growing at 8% in a sector that averages 4% commands a premium. A business declining in a growing sector is priced for exit, not for value.

Revenue defensibility means contracted, recurring, or sticky revenue. Buyers pay more for a dollar of subscription revenue than a dollar of project revenue — because the subscription dollar is more likely to still be there in year three of their ownership.

Every point of multiple re-rating on $1m EBITDA is worth $1m in sale price — without touching the profit number.

Timing vs Readiness

Founders ask: when is the right time to sell? The honest answer is: when you're ready, not when the market is. A well-prepared business in a soft market consistently outperforms an unprepared business in a strong one. Market conditions affect the pool of buyers and the availability of debt finance. Preparation affects the price you receive, the structure you accept, and whether the deal completes.

The highest return per month of preparation is captured in the 12–18 months before going to market. That's when you can still address the risk flags, clean up the reporting, build management depth, and diversify the customer base. Once you're in a process, you're managing optics — not fixing fundamentals.

The cost of a 12-month preparation programme — advisory, reporting upgrades, management hires — is typically recovered 3–5× over in additional sale price. The cost of going to market unprepared is a lower multiple, a more complex structure, or a deal that doesn't complete.

EBITDA vs Cash Reality

EBITDA is not cash. This is the most important thing a founder needs to understand before they get to a settlement statement. Enterprise value is calculated on EBITDA. But what you receive at completion is equity value — enterprise value minus net debt, minus working capital adjustment, minus escrows, minus any deferred consideration.

Net debt includes bank facilities, hire purchase, director loans, and any debt-like items the buyer identifies. Working capital adjustment reflects whether your business had more or less working capital at completion than the agreed normalised level — if you've been collecting debtors aggressively or deferring creditors, that adjustment flows through to your proceeds.

The practical implication: a $6m enterprise value deal can result in $4.2m of actual proceeds if net debt is $800k and the working capital adjustment is $1m. Releasing working capital before going to market — improving debtor days, clearing excess inventory, extending supplier terms — directly improves your net proceeds at completion.

Understand the bridge from enterprise value to equity value before you accept a term sheet. The headline number is rarely the number that lands in your account.

What is EBITDA in Business Valuation? — Continued

EBITDA — Earnings Before Interest, Tax, Depreciation and Amortisation — is the operating cash profit of the business, stripped of financing structure and accounting treatment. It's the number buyers use to calculate enterprise value because it allows comparison across businesses regardless of how they're capitalised or what accounting policies they use.

In practice, buyers normalise EBITDA before applying a multiple. Understanding your normalised EBITDA — not your reported profit — is the starting point for any realistic valuation.

Sell-side preparation →

What Multiple Should You Expect? — Part 3

Australian mid-market multiples range from 3.0× to 13× depending on sector, earnings quality, and risk profile. Manufacturing and distribution sit at 4.5–6.0×. Healthcare and technology command 7.0–13×. Within any band, your position depends on the risk flags buyers identify. A business at the top of its sector band has resolved them. One that hasn't will be discounted to the bottom — or structured with an earn-out.

How buyers assess risk →

What Reduces Your Valuation? — Continued

Customer concentration, founder dependency, earnings inconsistency, and poor working capital discipline. Each is quantifiable before going to market. Each is addressable. The question is whether you fix them before the buyer finds them — or let the buyer use them to negotiate your price down. The Profit and Working Capital quantifies the cash trapped in your balance sheet.

Sell-side readiness checklist →

What Increases Buyer Confidence? — Continued

Clean earnings with a substantiated add-back schedule. Recurring or contracted revenue. A management team that runs the business without the founder. Monthly management accounts that survive a QoE process. These four things shift the balance from a buyer negotiating against a motivated seller to multiple buyers competing for a well-prepared asset.

Request a confidential review →
Transaction Context

Where this sits in the investment cycle

Pre-Deal

Commercial diligence and execution risk assessment before committing capital.

Post-Deal

Integration and performance reset to establish operating control from day one.

Hold Period

EBITDA, working capital and operating cadence improvement across the hold.

Pre-Exit

Quality of earnings, management narrative and buyer confidence before exit.

Investment Work Profit & Working Capital Performance Visibility Track Record

Next Step

Most founders approaching a transaction do not have a valuation problem. They have an operational scalability and institutional readiness problem — one that compounds under diligence scrutiny before it becomes visible in the offer.

Go to next step: Investment Work View full sequence