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· Selling a business

Which add backs survive due diligence

Add backs show a buyer the true earnings of your business. The ones you can evidence lift your price. The ones you cannot get struck out, and it hurts.

General information only, not financial, legal or taxation advice. Tony Pope holds Queensland Office of Fair Trading licence 4963575.

Free confidential market appraisal. No cost, no obligation, and no charge before or after we meet. Licensed by the Queensland Office of Fair Trading, licence 4963575. Member, Australian Institute of Business Brokers.

The short version

  • An add back is a cost in the accounts that a new owner would not carry, added back to show true earnings.
  • Every add back needs a document behind it. Undocumented add backs get struck out during due diligence and come straight off the price.
  • Owner wages, genuine one off costs, private vehicle and travel costs and non trading expenses are normally accepted where evidenced.
  • Ongoing costs dressed up as one offs, and personal spending that keeps the business running, are normally rejected.
Stock held on racking in a distribution warehouse
Stock held on racking in a distribution warehouse

When a broker or an accountant talks about normalised earnings, add backs are most of what they mean. They matter because price is usually a multiple of earnings, so every dollar of accepted add back is multiplied. Every dollar rejected is multiplied too, in the wrong direction.

What an add back actually is

Your accounts are prepared to work out tax, not to sell the business. They legitimately include costs a new owner would never carry. An add back puts those costs back so a buyer can see what the business genuinely earns.

The test is simple and buyers apply it consistently. Would the next owner still incur this cost? If not, it comes back. If yes, it stays out.

What normally survives

Owner wages above or below market. If you pay yourself well over what a manager would cost, the difference comes back. If you pay yourself nothing, a market wage comes off, and that surprises owners more than anything else on this list.

Genuine one off costs. A legal dispute that is finished. A one time consulting project. A flood repair. Evidence needs to show both that it happened and that it is over.

Private vehicle and travel. Where a vehicle is genuinely personal rather than operational. Note that a ute the business actually needs is not an add back, it is a working asset.

Non trading expenses. Family members on the payroll who do not work in the business, personal insurance, private subscriptions. All of these hold up when documented.

Non cash items. Depreciation and amortisation, in the ordinary way, subject to a realistic view on what the equipment will need.

What normally gets rejected

Ongoing costs described as one offs. Legal fees appearing in all three years are not exceptional, they are a cost of your business.

Personal spending the business relies on. If the client entertainment actually wins the work, a new owner will still be spending it.

Anything without a document. This is the big one. An add back you cannot evidence is not a negotiating position, it is a hole. And it does damage well beyond its own value, because it makes the buyer wonder what else is not quite right.

Owner labour with no replacement cost. If you and your spouse both work full time and neither takes a wage, two market wages come off. You cannot add back the wage you never paid without also accounting for the work you did.

How to prepare them

Build a schedule. One line per add back, one column for the amount in each of the last three years, and one column naming the document that proves it. Invoice, contract, bank statement, whatever it is.

Then be ruthless with your own list. Strike out anything you would not accept if you were buying. A tight schedule of defensible add backs is worth far more than a long one that falls apart in week three, because the long one costs you both the money and the buyer's trust.

The point

Add backs are the difference between what your accounts say and what your business is worth. Prepared properly they are one of the highest value pieces of work an owner can do before going to market. Prepared carelessly they are the reason a deal gets repriced after everyone has shaken hands.


Common questions

What is an add back when selling a business?

An add back is a cost in your accounts that a new owner would not incur, added back to the profit to show what the business truly earns. Common examples are personal motor vehicle costs, private travel and phone, family members on the payroll who are not working in the business, above market related party rent, and genuine one off legal or consulting spend.

What add backs will a buyer refuse?

Anything you cannot evidence, anything recurring dressed up as one off, and anything the business genuinely needs. Deferred maintenance, marketing that was cut and will have to be restored, and a wage for work that still has to be done by somebody are the ones struck out most often.

How much does a failed add back cost me?

More than the add back itself, because it comes off the earnings before the multiple is applied. On a three times multiple, a forty thousand dollar add back that does not survive due diligence takes one hundred and twenty thousand dollars off the price, and it also damages the buyer's confidence in everything else you have given them.


Keep reading

Article cover: nine changes layered, three of them carrying weightNine things that changed for business owners this year, and which ones move your pricePayday super, a permanent write-off, a 4.75 per cent wage decision, a rate rise and a non-compete ban. A plain list of what actually landed in 2026, and which items a buyer prices.Article cover: a timeline with the cost of money marked on itThe cash rate is 4.35 per cent. What that does to what a buyer can payThe RBA raised in May and has held since. Rates do not change what your business earns, they change how much of it a buyer can borrow against, and that is a different problem with different answers.Article cover: a ledger with the wage line carrying more weightAward wages rose 4.75 per cent. Here is what it did to your appraisalThe Annual Wage Review 2026 lifted award minimum wages by 4.75 per cent from 1 July. On a wage heavy business that is a direct hit to earnings, and it changes the number a buyer works from.Article cover: a stepped profit line with one tread cut awayThe instant asset write-off is permanent now. What that does to your add-backsThe $20,000 instant asset write-off was made permanent from 1 July 2026. It is good news for cash flow and it quietly makes your profit harder for a buyer to read.Article cover: a gate opening on one side and holding on the otherNon-competes are going. What that means for your saleThe Government has announced a ban on non-compete clauses for workers below the high income threshold from 2027. The restraint you give a buyer is a different animal, and it is worth knowing which is which.Article cover: one point standing clear of a scattered fieldWhat a buyer reads into your industry before they read your numbersCompany failures rose 34.2 per cent in a year. A buyer brings that context to your business before they open a single spreadsheet, and there is a way to answer it.

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