When buyers need the valuation to hit the number, you start seeing a specific kind of thinking:
“Let’s add back this.”
“And this.”
“And this too.”
Some addbacks are legitimate.
But the behavior I’m talking about is different. It’s not normalization—it’s engineering.
It’s the belief that if you adjust enough things, the business will become worth more.
But addbacks do not create cash flow.
They just change the story you tell about cash flow.
At some point, you have to ask:
If you need so many adjustments for the deal to pencil… what are you really buying?
