Common Categories of Add-Backs

Add-backs fall into roughly four categories, each with different levels of buyer acceptance:

Add-Backs That Buyers Challenge

These add-backs are common on seller schedules but frequently reduced or rejected during QoE:

The add-back rule of thumb: A buyer will give you full credit for add-backs they can independently verify and that won't recur under their ownership. An add-back schedule with 15 items worth $50K each is far more defensible than one with 3 items worth $250K each. Granularity and documentation matter more than total amount.

Add-Backs and Enterprise Value

At a 7x EBITDA multiple, every $100,000 of add-back is worth $700,000 of enterprise value. This makes the add-back schedule one of the highest-stakes documents in any M&A process. Sellers who work with their accountant 12–18 months before going to market — segregating personal expenses, documenting non-recurring items as they occur — consistently extract more value at close than those who try to reconstruct the picture after the fact.

David Halvorson, Managing Partner, Mid Mkt Advisors

David Halvorson

Managing Partner, Mid Mkt Advisors

500+ closed transactions · Horizon M&A Advisors · ex-Intel Corporate Development · IBBA · CABB · M&A Source member

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