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Add-backs

Also known as Adjustments, EBITDA adjustments, Normalisation adjustments, Add-back adjustments

Add-backs are costs in a company's accounts that a seller adds back to reported profit because they are one-off, personal, or otherwise not part of the true ongoing cost of running the business. The result is a normalised earnings figure, usually adjusted EBITDA, that buyers and their advisers use as the starting point for valuing the company.

Why it matters at exit

Most owner-managed businesses are valued as a multiple of adjusted EBITDA, so every genuine euro of add-back is worth that multiple at exit: at a 5x multiple, EUR 50,000 of legitimate add-backs raises the headline price by EUR 250,000. Buyers scrutinise each item in due diligence and strip out any they judge to be ongoing or unproven, so weak or padded adjustments can reopen the whole valuation and damage trust. Commonly accepted add-backs include an owner’s pay above what a replacement manager would cost, personal spending run through the business (car, travel, family on the payroll), and genuine one-offs such as a legal settlement or an office move. Keeping clean records that separate personal from business spending, well before you go to market, is what makes these adjustments credible rather than a fight in the data room.

Relates to the Mill Financial Clarity →

Frequently asked questions

Which add-backs do buyers usually accept?
Buyers generally accept costs that are clearly one-off or genuinely personal: an owner's salary above the market rate for a replacement manager, personal motoring or travel put through the company, family members on the payroll who do not work in the business, and true one-time events such as a legal settlement or a relocation. Each one needs an invoice or record behind it, because you will be asked to prove it during due diligence.
Can too many add-backs hurt my sale?
Yes. A long list of aggressive or poorly evidenced add-backs suggests the reported accounts do not reflect reality, which leads a buyer to question everything else. A smaller number of well-documented adjustments you can stand behind will support a higher price more reliably than a large figure you cannot.

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