If you’re prepping for a sale, buying a company, or just EBITDA-curious, this video breaks down EBITDA add-backs (aka adjustments): what qualifies, what gets rejected, and how buyers, PE firms, and QoE providers treat them in diligence. We define EBITDA vs Adjusted EBITDA, show how owner discretionary expenses, one-time or non-recurring costs, rent normalization, and above-market owner compensation roll up into a defensible Adjusted EBITDA, and how that can move enterprise value dollar-for-dollar at deal multiples. We cover Quality of Earnings (QoE), working capital, LOI structures tied to post-QoE EBITDA, financial vs strategic buyer perspectives, and the line between add-backs and synergies. Real-world examples show what the market will and will not accept, how to document and track adjustments monthly, and why clean, conservative, well-evidenced add-backs protect valuation and deal certainty.
What you’ll learn
- Definitions: EBITDA, Adjusted EBITDA (AEBITDA), add-backs/adjustments
- Common categories: non-recurring, non-operational, owner discretionary, rent normalization, above-market compensation, services-for-equity
- Market reality: which add-backs pass, which need strong defense, which die in QoE
- QoE 101: what firms test (revenue quality, retention, concentration, working capital, sustainability)
- Buyer lens: financial vs strategic; add-backs vs synergies; impact on debt sizing and covenants
- How to bake Adjusted EBITDA into your model and avoid retrades
- Case studies across multiple industries
Why it matters
At a 6x multiple, a 250,000 dollar accepted add-back can add 1.5 million dollars to enterprise value. Clean books, documented adjustments, and a pre-market QoE can be the difference between closing at price vs deal fatigue and a haircut.
Pro tips
- Track add-backs monthly with receipts and memos; use one card for pass-throughs.
- Be conservative; credibility beats wishful thinking.
- Build your M&A team early (CPA, tax, banker); align on working capital and QoE scope.
- Know your audience: PE prioritizes durable cash flow; strategics price in synergies (but rarely pay you for them).