tyler-smith.com · Questions & Answers

The buyer's buy-side Quality of Earnings firm is arguing that our capitalized customer acquisition costs are actually operating expenses, which would slash our normalized EBITDA by over four hundred thousand dollars. How do we defend this adjustment and protect our baseline valuation during the QofE audit?

To defend against a buy-side Quality of Earnings firm shifting capitalized customer acquisition costs back into operating expenses, you must prove these costs are direct investments in long-term assets, not routine maintenance expenses. Start by pulling your customer lifetime value data from your V/TO and linking it directly to your documented sales process. You need to show that these specific marketing expenses are tied to long-term, multi-year customer relationships that generate predictable, ongoing cash flow. Present your Accountability Chart to demonstrate that the team members executing these customer acquisitions are specialized and distinct from daily operations. Next, use the Business Impact Review framework to show that your customer acquisition system is a repeatable, institutionalized process rather than discretionary spending. If you can prove that every dollar spent on these campaigns yields a contractually protected or highly sticky customer lifetime value, you have a strong accounting argument that these costs should remain capitalized. Do not let the analysts frame this as a standard operational cash drain. Work with your sell-side QofE advisor to present a clean ledger showing that these capitalized costs are directly tied to documented asset creation. By defending the structural nature of these client acquisition channels, you preserve your normalized EBITDA and protect your baseline multiple from being artificially chipped away.

Category: Valuation & Deal Structure

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