Thee Sao

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The Truth About Add-Backs:  What Buyers Question and What They Will Pay For

Want to see how your add-backs measure up? Download our free Add-Back Assessment Guide to learn what buyers accept, what they challenge — and how to prepare for both. When it’s time to sell your business, your EBITDA becomes the cornerstone of your valuation. But here’s the catch: the number buyers care about isn’t just what your financials report — it’s what your normalized, adjusted, and defensible EBITDA says about the true earning power of your company. That’s where add-backs come in. Handled strategically, add-backs can increase your enterprise value by hundreds of thousands — even millions — of dollars. Mishandled, they can erode buyer trust, inflate expectations, or derail a deal altogether. In this post, we’ll unpack what experienced buyers really look for, where sellers often overreach, and how to prepare your business so every dollar of adjusted earnings counts. What Are Add-Backs — and Why Do They Matter? Add-backs are adjustments made to your company’s earnings to reflect a more accurate picture of its ongoing profitability. These adjustments are intended to exclude expenses that are not truly part of the future operating reality a buyer will inherit. Strategically applied, they: But not all add-backs are created equal — and the most successful sellers know the difference between acceptable normalization and wishful thinking. The Primary Categories of Add-Backs Legitimate add-backs typically fall into a few categories: These categories are only as strong as their documentation and rationale. Which brings us to the key issues. Legitimate Add-Backs vs. Wishful Thinking Here’s where experienced buyers sharpen their pencils. Claiming an add-back isn’t the same as getting it accepted. Buyers — especially private equity groups and sophisticated strategic acquirers — will scrutinize every adjustment and ask: Is this expense truly non-recurring, non-operational, and non-essential to the business going forward? Some common areas where you can expect push back from a savvy buyer: Add-backs that can’t be supported with clean documentation and logic often become negotiation points that reduce purchase price or increase holdbacks. Worst case? They signal a lack of financial rigor that can scare away buyers. Add-Backs Are Negotiated — Not Dictated A critical mindset shift: you don’t “declare” add-backs — you defend them. Buyers don’t take these adjustments at face value. They’ll ask for: If you can’t explain and document each one, it won’t survive diligence — or won’t hold up in valuation. Preparing Your Add-Backs: Do It Early, Do It Right The most credible add-backs are the ones planned, tracked, and justified well in advance of a sale. If you’re even 12–24 months out from an exit, start now: Also consider a sell-side Quality of Earnings (QoE) report. A professionally prepared QoE not only strengthens your case with buyers — it also filters out weak or questionable adjustments before they become deal breakers. Add-Backs Are a Valuation Lever — Use Them Wisely Done right, add-backs tell a compelling story of sustainable earnings and operational efficiency. Done poorly, they raise red flags that stall or kill deals. If you’re planning to sell, work with an experienced business broker or investment banking advisor who understands not just how to identify legitimate add-backs, but how to build the documentation and narrative that gets them accepted. Want help assessing the add-backs in your business? Contact us — we’ll help you separate fact from fiction and build a valuation that sticks. Want to see how your add-backs measure up? Download our free Add-Back Assessment Guide to learn what buyers accept, what they challenge — and how to prepare for both.

Commanding premium The art of selling to Buyers Strategically

A strategic purchase provides the chance to increase the value. Contrary to financial buyers, who are focused more on returns, strategic buyers are looking for synergies to improve their current operations. This is why preparation is crucial, as the more aligned your business’s goals are to their strategic goals and goals, the more you’ll likely command. In the rest of this article, I’ll provide an extensive overview of the factors that buyers who are strategic concentrate on and the actions you can take to get your business in the right position in each of the areas. Learn What Strategic Buyers Need Strategic buyers aren’t just seeking businesses that are profitable; they are also looking for businesses that can fill in a gap or improve their capabilities. This could include integrating other products or services, entering the market, or even acquiring new technology that is proprietary. They will determine how fast and efficiently your company can help them achieve their overall objectives, which is why it’s essential to frame your business as a solution for their requirements. How to Use HTML0: Strengthen Operational Excellence Strategic buyers are looking for companies that seamlessly integrate into their current operations. They are looking for the highest level of operational maturity and efficiency because these characteristics help reduce the risk of integration and increase chances of creating synergies rapidly. A well-run enterprise demonstrates reliability and helps minimize disruptions after the acquisition. The Things You Need to Know: Professionalize Financial Performance and Reporting While strategic buyers focus on synergies, they are still looking for high-quality transparency and financial performance. A solid financial record as well as reporting capability not just increases trust but also proves that your company is well managed and won’t require much cleaning up. How to Use HTML0: Build a Strong Management Team Strategic buyers are attracted to businesses that thrive independent of their owners. A well-established and solid management team provides continuity and helps position the business as a self-sustaining company that is attractive to buyers who want little disruption post-acquisition. How to Use HTML0: Leverage Intellectual Property (IP) and Proprietary Assets Intellectual property, patents, and other proprietary technologies are frequently important drivers for strategic value. Strategic buyers see these assets as a potential source of differentiation that could give them a competitive edge or provide potential revenue sources. However, a lot of enterprises haven’t taken appropriate steps to ensure the protection of their intellectual property The Things You Need to Know: Diversify and Strengthen the Customer Base Relying on a tiny number of customers is a risk that many strategic buyers would rather avoid. Actually, there are a few things that can destroy the value of an organization more than reliance on a few clients. Diversified customer bases demonstrate stability, decrease the risk of concentration, and open up an opportunity for market expansion. How to Use HTML0: Prepare for Rigorous Due Diligence Strategic buyers will be scrutinizing every aspect of your company to determine alignment and identify potential risks. A well-prepared company does not just speed up the process but also boosts confidence among buyers in your operation’s honesty and transparency. How to Use HTML0: Build Strategic Relationships A strong presence in the market will make your company more appealing and increase the likelihood of finding the right customer. Strategic buyers tend to favor businesses that have a solid reputation and networks that are aligned with their own. The Things You Need to Know: Selling your business to a strategic buyer is about more than profitability—it’s about fit. By focusing on strategic alignment, operational excellence, financial performance, and intellectual property, you position your business as a valuable asset that aligns with the buyer’s long-term goals. Preparation is key, and the steps you take now will determine not only your sale price but also the future success of your business in its next chapter.

Commanding premium The art of selling to Buyers Strategically

A strategic purchase provides the chance to increase the value. In contrast to financial buyers, who concentrate more on returns, strategic buyers look for synergies that can enhance their existing operations. This makes preparation crucial, as the more aligned your company’s operations are with their strategic goals and goals, the more you’ll likely command. In the remainder of this article, I’ll give an exhaustive overview of factors that buyers who are strategic are focused on, as well as the actions you can take to ensure you are well-positioned in each of the areas. Learn What Strategic Buyers Need Strategic buyers aren’t just seeking businesses that are profitable; they are also looking for businesses that can fill in a gap or improve their capabilities. This could include integrating other products or services, entering market opportunities, or purchasing exclusive technology. They will evaluate how quickly and effectively your business will help them achieve their overall objectives, which is why it’s essential to frame your business as a solution for their requirements. The Things You Need to Know: Strengthen Operational Excellence Strategic buyers seek businesses that are able to seamlessly integrate with their current operations. They are looking for the highest level of operational maturity and efficiency since these attributes minimize integration risks and increase the probability of creating synergies rapidly. A well-run company is reliable and helps minimize disruptions after the acquisition. How to Use HTML0: Professionalize Financial Performance and Reporting Strategic buyers are adamant about synergies; they also expect solid transparency and financial performance. A solid track record in financial performance as well as reporting capability not only creates trust but also demonstrates that your company is well managed and won’t require lots of work to clean up. How to Use HTML0: Build a Strong Management Team Strategic buyers prefer companies that are able to grow independently of their owners. A well-established and solid management team will ensure continuity and help position the business as self-sustaining that is attracted by buyers seeking the least amount of disruption after acquisition. The Things You Need to Know: Leverage Intellectual Property (IP) and Proprietary Assets Intellectual property, patents, and proprietary technology are typically important drivers for strategic value. Buyers of strategic value view these assets as possible differentiators that can give an edge or provide potential revenue sources. Many companies haven’t taken the appropriate steps to safeguard their intellectual property How to Use HTML0: Diversify and Strengthen the Customer Base Relying on a tiny number of customers is a risk that many strategic buyers are hesitant to take. Actually, there are a few things that can devalue an organization more than the dependence on a tiny number of clients. A diversified customer base shows stability, lowers the risk of concentration, and opens up the opportunity to expand market expansion. How to Use HTML0: Prepare for Rigorous Due Diligence Strategic buyers will be scrutinizing each aspect of your business to determine alignment and identify the risks. A well-prepared company will not only speed up the process but also increase confidence among buyers in your operation’s credibility and transparency. How to Use HTML0: Build Strategic Relationships A strong presence in the market will make your company more appealing and increase the likelihood of attracting the ideal buyer. Strategic buyers tend to favor businesses that have established reputations and networks that align with their own. How to Use HTML0: Selling your business to a strategic buyer is about more than profitability—it’s about fit. By focusing on strategic alignment, operational excellence, financial performance, and intellectual property, you position your business as a valuable asset that aligns with the buyer’s long-term goals. Preparation is key, and the steps you take now will determine not only your sale price but also the future success of your business in its next chapter.

Commanding premium The art of selling to Buyers who are Strategic  

A strategic purchase provides the chance to increase the value. In contrast to financial buyers, who concentrate more on returns, strategic buyers look for synergies that can enhance their existing operations. This makes preparation crucial, and the more in line your company’s operations are with their goals and goals, the more you’ll be able to charge. In the remainder of this blog, I’ll give an extensive overview of the concerns that buyers of strategic importance concentrate on and the actions you can take to ensure you are well-positioned in each of the areas. Know What Strategic Buyers Need Strategic buyers aren’t only seeking profitable companies They are looking for companies that fill a need or increase their capabilities. This may mean integrating additional products, gaining access to the market, or purchasing exclusive technology. They will evaluate how quickly and effectively your business will help them achieve their overall strategic goals. It is essential to frame your business as a solution for their requirements. How to Use HTML0: Strengthen Operational Excellence Strategic buyers are looking for businesses that are able to seamlessly integrate with their current operations. They are looking for efficiency and operational maturity because these characteristics help reduce the risk of integration and increase chances of making synergies happen quickly. A well-run company is reliable and reduces the risk of disruptions after acquisition. How to Use HTML0: Professionalize Financial Performance and Reporting While strategic buyers focus on synergies, they are still looking for high-quality transparency and financial performance. A solid financial record as well as reporting capability not only creates trust but also demonstrates that your company is well managed and won’t require lots of work to clean up. The Things You Need to Know: Build a Strong Management Team Strategic buyers are attracted to companies that are able to grow independently of the business’s owner. A solid and stable management team will ensure continuity and position the company as self-sustaining, which is attractive to buyers who want little disruption post-acquisition. How to Use HTML0: Leverage Intellectual Property (IP) and Proprietary Assets Intellectual property, patents, and other proprietary technologies are frequently the primary drivers of strategic value. Buyers of strategic value view these assets as a potential source of differentiation, which can give an advantage or create opportunities for new income streams. However, a lot of enterprises haven’t taken appropriate steps to safeguard their intellectual property How to Use HTML0: Diversify and Strengthen the Customer Base Relying on a tiny number of customers is a risk that many strategic buyers are hesitant to take. In reality, there aren’t many issues that can devalue the business more than the dependence on a tiny number of clients. A diversified customer base shows stability, decreases the risk of concentration, and opens up an opportunity for market expansion. The Things You Need to Know: Prepare for Rigorous Due Diligence Strategic buyers will be scrutinizing each aspect of your business to make sure that everything is in line and expose the risks. A well-prepared company will not only speed up the process but also boost confidence in the credibility of your operations. credibility and transparency. How to Use HTML0: Build Strategic Relationships A strong presence in the market will make your company more attractive and increase your odds of attracting the right customer. Buyers who are strategic tend to prefer companies that have established reputations and networks that match their own. How to Use HTML0: Selling your business to a strategic buyer is about more than profitability—it’s about fit. By focusing on strategic alignment, operational excellence, financial performance, and intellectual property, you position your business as a valuable asset that aligns with the buyer’s long-term goals. Preparation is key, and the steps you take now will determine not only your sale price but also the future success of your business in its next chapter.

More than EBITDA: How to Maximize Your Business’s True Value Before Selling 

In this podcast episode, host Mike Levison shares eight key value drivers aimed to maximize a business’s value, reduce its risks, and secure the best possible valuation. He discusses the importance of fostering a strong company culture, expanding the breadth of management, strengthening the business’s value proposition, and introducing a recurring revenue model. Emphasis is also laid on demonstrating scalability, maintaining a loyal and diverse customer base, enhancing financial management, and establishing good governance practices. Infusing these drivers into a business could make it more attractive to buyers, ensure its full potential in the marketplace, and set a foundation for best possible valuation. This podcast is a crucial listen for business owners intending to boost their business performance or planning for an exit.

Why a Competitive Process is Key to Getting the Best Deal

In the latest episode of the Growth & Exit Digest, Mike Levison discusses the significance and mechanics of a competitive sales process in the context of business sales. He stresses that a competitive sales process proactively engages multiple potential buyers to obtain the most favorable deal. The process should consist of engaging a range of buyers, performing a thorough due diligence on these buyers, fostering competition between them, and evaluating their commitment. Mike points out that higher demand, better transaction structures, and shorter timelines are key advantages of this process. He warns against buyers wanting exclusivity, advising sellers to minimize this risk by keeping exclusivity periods short and having backup buyers. He also shares insights on how to run a successful competitive sales process, including preparation and setting firm deadlines. Mike reminds listeners that while the process may be complex, it is crucial to avoid leaving money on the table and to find the true value of a business.

Matt Ebert Crash Champion Sell Podcast

Matt Ebert on Selling Control to Private Equity and Expanding Crash Champions to 645 Locations

Matt Ebert’s path to founding Crash Champions didn’t start with a grand plan—it began with a car wreck. At 16, he found himself needing to fix his own car, sparking an unexpected passion that led to building one of the largest collision repair companies in the United States. In this week’s episode of Built to Sell Radio, you discover how to: You’ll hear the story of how Ebert sold a majority interest in his business, and how he now approaches buying companies to expand Crash Champions into a national brand with 645 locations and $2.8 billion in revenue.

Aaron Levenstadt built Pedestal Search

Aaron Levenstadt on Narrowing Your Focus to Broaden Your Appeal

Aaron Levenstadt built Pedestal Search into a business worth selling by mastering one thing: SEO. While clients tempted him to offer other services, Aaron knew the real value lay in doing one thing better than anyone else. In this episode of Built to Sell Radio, Aaron shares how focusing on one service helped him stand out in a crowded market and achieve a successful exit. In this interview, you discover how to: Aaron’s story proves that specializing can be the key to building a business that’s not only profitable but also highly attractive to buyers. Learn how focusing on your core strength and getting the right guidance can transform your company and lead to a successful exit.

Jessica DeLuca Business Exit Podcast

How Jessica DeLuca Turned Cult Beauty into a $275M Exit

Jessica DeLuca founded Cult Beauty in 2007, creating the UK’s largest multi-brand beauty retailer. In this episode of Built to Sell Radio, Jessica reveals the path that led her to selling the business for £275 million to The Hut Group (THG). DeLuca’s background in tech shaped the business, with her love for data and precision leading to a meticulously curated platform. Frustrated by the lack of unbiased information in the beauty industry, she built a database of expert advice, allowing customers to search products tailored to their needs—an approach that set Cult Beauty apart from the competition. In this episode, you discover how to: DeLuca’s journey offers invaluable insights into transforming frustration into a unique value proposition, building a niche brand, and securing a life-changing exit for her and her team.