Add-backs
Most of the gap between a seller's "adjusted EBITDA" and what a lender will actually underwrite comes down to a handful of add-backs.
The ones I see challenged most often on small deals:
- "One-time" expenses that show up every year. A lawsuit in 2023, a big repair in 2024, a consultant inredactedEach is one-time on its own, but together they're just the cost of running the business.
- Owner perks with no paper trail. Personal cars, family on payroll, travel. Some are fine to add back, but only if you can tie them to invoices and the GL, not a list from the broker.
- Owner salary added back in full. Someone still has to do that job after close, so only the amount above a market-rate replacement salary is a real add-back.
- Pro forma savings. Cuts the seller "would" make or a new contract that hasn't started yet aren't EBITDA, they're a forecast.
A simple test: for each add-back, ask what documents prove it and whether the cost truly goes away after you own the business. If either answer is shaky, leave it out of the number you use for debt service.
Which add-back have you seen fall apart most often in diligence?