Understanding Add Backs when buying or selling a business

Small businesses are a critical part of the economic landscape. All the businesses on the Dow 30 started as small businesses, reached a critical mass that then led them to becoming a public company and grow to where they are today. Depending on whose statistics you use, small businesses make up 98% of all businesses in the US economy.

One of the benefits of being the owner of a privately held small business is that you get to take tax deductions that wage and salary earners are unable to claim. This is all part of the risk and reward scenario that comes from owning and operating a small business.

When it comes to selling the business, these tax deductions can get in the way as it reduces the true cash flow of the business, which affects the business valuation and therefore how much the buyer is willing to pay. To navigate this scenario, it’s important to understand how to deal with these legitimate tax deductions or as they are called, add backs.

An add back is a legal expense that appears in the financial statements of the business such as the profit and loss statement or tax return but has no true economic value in the performance of the business. For example, most business owners choose to take out health insurance on themselves and possibly their spouse and children. If the spouse and children do not work in the business then it would be legitimate to accept this expense as an add back. In this example there are two critical things. The spouse and children must not be currently working in the business and they must not work in the business once the buyer takes over. Other add backs the business owner may choose to run as an expense through the business includes personal expenses, auto costs be it gas, repairs, maintenance or insurance for non working family members, cell phones and vacations claimed as business trips. Another acceptable add back is the payroll tax paid against the salary earned by the business owner.

Legitimate add backs play an important role when appraising and negotiating a business. They can be contentious but the best approach is to prepare a report that shows what add backs the seller claims as reasonable so the buyer or lender can have an open and honest discussion.

The best approach when claiming add backs is to only claim them if they are sizeable in nature and there are not too many of them. What is sizeable? That depends on each business but I would suggest anything greater than $1,000 is a good starting point and I would not suggest trying to justify every add back or a buyer will feel too uncomfortable as in the end, they don’t want to spend too much time and energy worrying about every dollar and cent.