Key Takeaways
- Consolidated EBITDA is not evidence that every site is healthy.
- Same-store cohorts must separate mature centers from openings and acquisitions.
- Central overhead should be tested for both missing functions and duplicated costs.
- Every site needs its own licensing, lease, leadership, and capital schedule.
What business is actually changing hands?
A multi-site acquisition contains two investments: the operating performance of each center and the central platform that supervises them. Consolidated earnings can hide a weak cohort, unpaid central labor, inconsistent compliance, or one exceptional site subsidizing the rest. A buyer needs site-level proof before assigning value to scale.
Build a legal-entity and site map showing ownership, licenses, contracts, bank accounts, payroll entities, intercompany charges, real estate, and debt. Label mature, ramping, recently acquired, relocated, and troubled sites. Do not treat a new center still filling classrooms as comparable with a mature location or capitalize projected openings as current earnings.
A buyer should write a one-page transaction definition naming the legal entity, assets or equity, real estate, regulated programs, locations, assumed obligations, excluded property, and approvals. Unknown items stay labeled as diligence questions. Counsel, the licensing agency, tax advisers, lenders, insurers, and contract parties decide issues within their authority; a broker coordinates the record but cannot guarantee approval.
Which records deserve an early pass?
| Workstream | Minimum decision evidence |
|---|---|
| Site cohort | Monthly site and classroom results with opening/acquisition dates and same-store labels |
| Platform | Central payroll, vendor contracts, systems, management roles, and allocation methods |
| Compliance | License and inspection history matched to each entity, address, and responsible officer |
| Facilities | Lease, title, consent, repair, and approved-use matrix for every site |
| Concentration | Revenue and earnings by site, program, payer, contract, and director dependency |
Request summarized and de-identified operating records first. Expand access after an NDA and credible buyer qualification. Child names, birth dates, health or developmental information, custody details, family contacts, and other personal data should not circulate in sale marketing. Counsel should set minimum-necessary access and the lawful records-transfer process.
How does this model really earn revenue?
Reconcile monthly revenue, paid FTE, staffed capacity, payroll, occupancy cost, subsidy, bad debt, and contribution margin by site and classroom. Use same-store cohorts so acquisitions and openings do not manufacture organic growth. Trace management fees and intercompany allocations. Quantify revenue concentration by site, payer program, employer contract, pre-K relationship, and geography.
Produce a monthly site bridge that starts with reported revenue and ends with site contribution after direct labor, occupancy, food, supplies, local administration, and recurring repairs. Then allocate central cost using both management’s method and an operating-driver method such as site count, revenue, or paid FTE. Large changes between methods signal that the portfolio story depends on allocation choices.
Build cohorts by opening or acquisition month. Report same-store paid FTE, realized tuition, payroll, and contribution for sites with comparable operating history. Keep de novo ramp losses visible, and do not add a full run-rate to current earnings merely because a new building has licensed capacity. The buyer needs actual enrollment pace, recruiting capacity, and cash burn by site.
Which people make the model work?
Prove that regional and central management actually performs repeatable work. Review span of control, director turnover, recruiting, training, substitute coverage, payroll, compliance, billing, maintenance, enrollment marketing, and incident escalation. Normalize founder responsibilities and vacancies. A platform premium is unsupported when systems depend on one owner or when each director operates without common controls.
Test the regional structure from the director upward. Which leader reviews incidents, inspections, staffing vacancies, tuition exceptions, subsidy aging, and family escalations? How many sites can that person visit, and who covers the role during turnover? Interview evidence should match calendars, reports, and payroll.
Compare policy with execution. Select a small sample of sites and reconcile the same reports at each: roster, attendance, billing, payroll, background-check status, inspection items, and maintenance. A platform with ten incompatible spreadsheets and director-controlled logins is not yet a scalable control environment, even if the consolidated financial statements look polished.
Where can the premises or equipment break the thesis?
Prepare a site matrix for lease expirations, options, assignment and control-change clauses, rent steps, guarantees, landlord consents, deferred maintenance, approved uses, and owned properties. One near-term lease failure can erase a site contribution. Compare reported capacity with approved and staffed capacity at every location rather than using a portfolio total.
Rank lease risk by annual contribution at stake, not simply by expiration date. A high-performing site with a short lease, personal guarantee, landlord termination right, or below-market rent reset deserves early attention. Prepare consent requests before the closing calendar becomes dependent on many landlords answering at once.
For owned sites, map the operating and property entities, intercompany rent, debt, taxes, maintenance, and proposed post-close ownership. Normalize related-party rent to a supportable arrangement. Site contribution calculated before a realistic occupancy charge will overstate portfolio earnings.
What should control the offer and approval calendar?
Use a closing calendar by jurisdiction and site. The transaction may require multiple licensing filings, background checks, inspections, landlord consents, contract approvals, lender conditions, and entity actions. Consider site-specific representations, escrows, exclusions, or price adjustments where risks are not uniform. An integration plan should specify system access, payroll, banking, compliance, family communication, and leadership authority on day one.
Use a site-level closing matrix with a red, yellow, or green status for licensing, landlord, contract, insurance, facility, director, and lender conditions. A single legal closing date does not make the underlying approvals uniform. Counsel may recommend exclusions, delayed sites, escrows, or separate covenants when one location cannot satisfy the portfolio timetable.
The integration budget should name system migration, payroll and benefits, banking, billing portals, vendor consolidation, brand changes, maintenance catch-up, recruiting, and regional travel. Synergy is not a purchase-price adjustment until the buyer identifies the responsible person, one-time cost, timing, and operational risk of achieving it.
No national statement can establish whether the subject license, subsidy participation, quality rating, public contract, food-program agreement, or exemption continues. Obtain current written guidance for the exact state, provider class, entity, ownership change, address, and services. Make unresolved approvals visible as conditions rather than assuming they can be completed after funds move.
A model-specific underwriting exercise
Suppose six sites report $2 million of consolidated EBITDA. One site supplies $700,000, two new sites lose $300,000 combined, and the owner performs the regional-operations role without market pay. The headline does not reveal sustainable earnings. Recast each site, add the missing leadership cost, and show mature, ramping, and challenged cohorts separately.
Then stress the largest contributor for a director departure and a lease renewal at market rent. If debt service depends on that one location maintaining its current margin, the portfolio may have concentration rather than diversification. The proper response is not an arbitrary discount; it is a cash-flow case tied to specific people, contract, and facility evidence.
The example uses hypothetical figures only to show method. It is not a valuation benchmark, operating standard, or forecast. Replace every assumption with subject-company evidence and current requirements before making an investment decision.
Frequently asked questions
Why can consolidated financials mislead a group buyer?
They can hide losing sites, acquisition timing, central costs, intercompany charges, and one dominant location. Reconcile monthly site and classroom results to the consolidated statements and bank activity, then create mature, ramping, and challenged cohorts.
What is same-store analysis in child care?
It compares sites operating through comparable periods while excluding or separately labeling openings, closures, relocations, and recent acquisitions. The definition and cohort dates should be disclosed so growth is not manufactured by adding locations.
How do I test central overhead?
List every central role, vendor, and owner duty; trace payroll and invoices; identify services provided to sites; and compare allocations with operating drivers. Add missing post-close functions and remove costs only when a documented integration plan supports the change.
Can all locations close at once?
Possibly, but each license, lease, contract, director, and jurisdiction may have a different approval path. Maintain a site matrix and have counsel structure conditions or alternatives for any location that cannot meet the common timetable.
What is the biggest portfolio concentration risk?
Often it is a site, director, landlord, public program, employer contract, or geography contributing a disproportionate share of earnings. Measure the dollars at risk and model a specific disruption instead of relying on a generic concentration label.
Should a buyer pay for planned openings?
Treat planned or ramping sites as separate investments. Value should reflect actual approvals, spend, staffing, enrollment pace, remaining capital, and cash burn. Licensed seats or management forecasts alone do not establish current earnings.
Sources
Related
- Buy a child care center
- Child care center valuation
- How the brokerage process works
- Child care due diligence checklist
- Verify enrollment and tuition
- Analyze staffing grids and ratios
About the author: Jason Taken is a business broker with HedgeStone Business Advisors. He works nationwide and brings a finance and lending background to acquisition and sale processes. He is not a licensed child care director or educator.
Last updated: September 20, 2026. Verify current requirements with the licensing agency and qualified legal, tax, lending, insurance, and other advisers.