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The Seller’s Playbook

Rule 6 of 34 · Part 1, Before You Go to Market

If you can’t prove an add-back, it doesn’t exist.

Chapter 6: Cleaning Up the Financials and Normalizing EBITDA

My books are fine. Why isn’t that enough?

What sellers often miss

Many owners assume a buyer will accept an add-back because it is reasonable. Buyers are not evaluating whether an adjustment sounds reasonable. They are evaluating whether it is supportable. A legitimate add-back with poor documentation can be rejected just as easily as an improper one.

The takeaway

Credibility is built on evidence. Every adjustment included in your EBITDA calculation should be accompanied by documentation strong enough to withstand scrutiny from a buyer, lender, investor, and accounting firm. The burden of proof belongs to the seller.

Figure from the book · Chapter 6
Figure from Cleaning Up the Financials and Normalizing EBITDA. The figures show the shape of a normalization bridge, not the adjustments any one business would carry.
The figures show the shape of a normalization bridge, not the adjustments any one business would carry.

Illustrative, not your deal. Where the book uses dollar figures, they are there to show how something works, not to describe your business. Your banker, your accountant, and your attorney will put real numbers to your own situation. Full note.

Terms this chapter uses

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