What Happens to You After You Sell?
August 7, 2026If you have spent any time thinking about what your business might sell for, you have probably come across the concept of add-backs. For owners who are new to M&A, the idea sounds almost too good: certain expenses that ran through the business can be added back to earnings, increasing the number a buyer uses to calculate value.
That is true, as far as it goes. But the way add-backs get presented is one of the most common places where sellers create problems for themselves, often without realizing it until they are deep in a negotiation.
What an Add-Back Actually Is
An add-back is an expense that reduces reported earnings but would not exist under new ownership or does not reflect the ongoing economic reality of the business. The most common examples are owner compensation above market rate, personal expenses run through the business, one-time costs like a legal settlement or a major equipment repair, and non-cash charges like depreciation.
The logic is straightforward. If an owner pays themselves $300,000 but a replacement manager would cost $150,000, the difference is legitimately added back to show what the business actually earns under normalized conditions. A buyer is not buying the owner’s lifestyle. They are buying the business’s earnings power.
Where It Goes Wrong
The problems start when sellers push add-backs beyond what is defensible. We have seen schedules that include the owner’s car, the owner’s spouse’s car, club memberships, travel that was partly personal, family members on payroll in roles that were more nominal than real, and expenses that were genuinely recurring but characterized as one-time.
Individually, some of those might survive scrutiny. As a pattern, they create a credibility problem. Buyers and their advisors are experienced at evaluating add-back schedules. When they see a list that looks aggressive, they do not just push back on the individual items. They start questioning everything else in the package.
That credibility problem is expensive. It slows the process, introduces doubt where there should not be any, and can shift the tone of a negotiation from collaborative to adversarial. None of that serves the seller.
The Standard That Holds Up
A good add-back meets a simple test: it is an expense that would not exist if a third-party buyer owned and operated the business, and it can be documented clearly. If you have to explain why it qualifies at length, it probably does not.
Documentation matters as much as the logic. For each add-back, you should be able to point to the specific line items in your financials, explain what they represent, and show that they are either non-recurring or owner-specific. Vague characterizations invite pushback. Clean documentation closes conversations.
Getting to a Defensible Number
The goal of an add-back schedule is not to maximize the number. It is to arrive at an accurate representation of what the business earns under normalized conditions. That number, presented cleanly and supported by documentation, is far more valuable than an inflated figure that a buyer will spend weeks trying to unwind.
Sellers who work with experienced M&A advisors early in the process tend to get this right. The advisor has seen what holds up and what does not, and they can help structure the presentation in a way that serves the seller’s interests without inviting unnecessary scrutiny.
A clean, well-supported add-back schedule is one of the clearest signals that a seller is prepared and operating in good faith. That perception has real value in a transaction, above and beyond the numbers themselves.
Not sure which of your expenses would hold up as add-backs under buyer examination. That is exactly the kind of question to work through before you go to market. Contact Touchstone Advisors for a confidential conversation
Steven Pappas, M&A MI
Partner, Managing Director
Touchstone Advisors
860-669-2246
spappas@touchstoneadvisors.com
