Which add-backs count when I sell my roofing company?
Roofing company add-backs are where owners quietly gain or lose real money in a sale. Your tax return was built to keep taxable profit low, which is fine while you own the company. A buyer wants the opposite view: what the company earns once your personal choices are taken out. Add-backs are how you get there.
This checklist covers the add-backs roofing owners forget most, how to prove each one, and the ones buyers push back on. Work through it with your bookkeeper or CPA.
The fastest way to start: open the free add-back finder. It walks you through the common roofing add-backs one at a time and totals them. No email, no sign-up.
What an add-back is, and why it matters more than its size
An add-back is a cost in your books that a new owner would not carry. You add it back to profit to show what the business really earns. Net profit plus add-backs gives you seller's discretionary earnings (SDE), the number most owner-run roofers are priced on. The SDE vs EBITDA guide explains that measure in full.
Add-backs matter more than their dollar amount, because buyers pay a multiple of earnings. As BMSS put it in September 2026, a $100,000 add-back doesn't move the price by $100,000. At an 8x multiple it moves it by $800,000.
Worked example: What one proved add-back is worth
Made-up numbers. A buyer is paying 3x SDE. You prove a $20,000 add-back for the personal share of your truck and a one-time legal settlement. That adds $60,000 to the price. If you can't prove it, it adds nothing, and it makes the buyer doubt your other numbers.
The checklist: add-backs roofing owners miss
Every dollar example below is made up.
| Add-back | Roofing example | Proof a buyer asks for |
|---|---|---|
| Owner pay | Salary, draws, bonuses, payroll tax on your pay | Payroll records, K-1 or W-2 |
| Depreciation and interest | $38,000 depreciation on the fleet, $9,000 interest on truck notes | Depreciation schedule, loan statements |
| Personal vehicles | Your weekend pickup, a family truck or boat trailer on the fleet policy, $6,000 | Mileage log or a fair business and personal split |
| Personal insurance and perks | Your health plan at $19,000, a term life policy at $3,200, phones, club dues | Policies and premium statements |
| Family on payroll | Your son paid $70,000 for work that costs $45,000 to hire: $25,000 | Payroll, a note on what each person does |
| One-time legal or claim dispute | A settled $7,500 payment fight on one commercial job | Invoice and settlement papers |
| One-time equipment or repair | A $11,000 engine rebuild after a failure, a lift expensed in one year | Invoice, a note on why it won't repeat |
| One-time marketing or software | A $14,000 rebrand, $5,000 CRM setup and data migration | Invoices; the monthly subscription stays a cost |
| Rent to yourself | Yard or shop you own, rent above market | Lease and a market rent check |
| Rebates paid to you personally | Manufacturer loyalty rewards paid to the owner, not the company | Statements, and proof they continue for the company |
A few more worth checking: phone plans for family members, owner travel that was really a vacation, and charitable donations. Rent works both ways. If you charge yourself below-market rent, a buyer will subtract the difference, because they'll have to pay the real rate.
The two that work against you
Some adjustments lower your earnings. Expect a buyer's accountant to find them, so find them first.
- Non-recurring income. PPP forgiveness, ERC refunds and insurance payouts on the company's own losses get subtracted.
- Deferred costs. A fleet past replacement, warranty work you haven't reserved for, or family working for free. A buyer will have to pay for these, so they come off earnings or off the price.
How to prove each add-back
An add-back that lives only in your head won't survive diligence. BMSS lists the add-backs that commonly get challenged: estimated round numbers with no invoices or payroll records behind them, personal expenses with no documentation, "one-time" items that show up year after year, and add-backs larger than what actually hit the general ledger.
The habit that fixes this is simple. Start a file now with one line per add-back: the amount, the year, a one-sentence reason, and the proof attached. Keep it going every year until you sell. It's far easier than rebuilding it during due diligence. The add-back finder gives you a starting list to copy into that file.
How our estimate treats add-backs
Our free estimate counts owner pay, interest and depreciation in full, because they tie to your tax return. We estimate that buyers accept itemized add-backs at 75% to 100%, and a rough total with no breakdown at only 50% to 100%. We also cap discretionary add-backs at 15% of revenue, because in our estimate anything above that is more often double counting than real. These are our estimates, not published figures. Itemize and you get the benefit.
Add-backs buyers push back on
Recurring costs dressed up as one-offs
If you call the same kind of cost "one-time" every year, it isn't one-time. Roofing examples:
- Storm season marketing. Big canvassing or ad spend after every hail event is how you win storm work.
- Truck repairs. One engine rebuild is a one-off. Major repairs every year are the cost of an aging fleet.
- Warranty callbacks and leak repairs. These are part of roofing. Expect them to stay in as a cost.
- Legal costs. One settled dispute may be added back. A pattern of fights with carriers or GCs is an ongoing cost.
- Equipment you "had to" buy. Buyers deduct normal yearly spending on trucks and equipment, because roofing still needs them even though, as KPMG notes, it is a low capital intensity trade.
Storm surge costs, when the storm money stays in
Out-of-town crews, hotels, per diem and temporary canvassers after a big event look like one-offs. Buyers will usually only add them back if the storm revenue is also taken out or averaged. They won't add back the cost and keep the windfall.
Your own replacement cost
This is the big one. When you add back your full pay to get SDE, you assume the buyer will do your job. An individual buyer may. A private equity group or a larger roofer won't. They'll hire someone to sell the big jobs, write estimates, deal with adjusters and run production, and take that salary back out. That gives adjusted EBITDA.
How much? The BLS national median wage for general and operations managers was $101,280 in May 2023. We estimate $90,000 to $150,000 plus benefits for a roofing general manager, higher in big metros and for commercial firms. If you're the salesperson, estimator and production manager all at once, it can take more than one hire.
The fix isn't a better argument. It's a team that already does part of your job before you sell. Owner dependence is one of the top drivers on the roofing value drivers page. The prepare your roofing company for sale checklist covers how.
Things that are not add-backs
- Cash jobs that never hit the books. You can't add back income you didn't report, and trying tells a buyer your books can't be trusted. Talk to a CPA about your situation.
- A license in your name. If a buyer must hire a qualifier, that's a real future cost.
- Subs paid on 1099 who look like employees. A buyer may treat the extra payroll cost as part of the true cost of running the business.
Common mistakes
- Double counting. If the truck is fully added back as personal, you can't also add back its depreciation and loan interest.
- Adding back a family member who does a real job. Only pay above market comes back.
- Round numbers. "About $50K of personal stuff" gets cut. Itemize.
- Building the list during diligence. Start the file now.
- Assuming every buyer uses SDE. Larger buyers take a manager's salary back out. Know both numbers.
Questions to ask your CPA, attorney or broker
- Which of my add-backs will a buyer's accountant accept, and which will they challenge?
- What proof do I still need for each one?
- Am I double counting anything between vehicles, depreciation and interest?
- What is a fair market salary for someone to do my job here?
- Is the rent I charge the company above or below market?
- Should I stop running personal costs through the business now, and how?
- Are any of my 1099 subs a classification risk?
Sources
Questions owners ask
How many add-backs is too many?
There is no set number. What matters is whether each one is real, personal or truly one-time, and backed by paper. A long list of small, well-documented add-backs is fine. A short list of big round numbers with no proof makes a buyer nervous about everything else.
Can I add back my whole salary?
For SDE, yes, you add back one working owner's full pay and benefits. For adjusted EBITDA, which larger buyers use, a market salary for your replacement is taken back out. Know both numbers so a lower figure from a bigger buyer does not catch you off guard.
Should I clean up personal expenses before I sell?
Usually yes. Every personal cost you stop running through the business is one less add-back to defend. Many owners start two or three years before a sale so the books need fewer adjustments. Ask your CPA how to make the change.
Do I need to sign up to use the add-back finder?
No. The add-back finder is free and needs no email or account. It helps you list and total your add-backs so you can take that list to your CPA or into our free estimate.
Related reading
Who buys roofing companies?
Private equity roofing companies get the headlines, but most roofers your size sell to individuals and local competitors. Every buyer type, side by side.
SDE or EBITDA, which number will buyers use on my roofing company?
Roofing company SDE vs EBITDA in plain words, with a made-up worked example, what counts as owner pay, and where the line between the two falls.
How long does it take to sell a roofing company?
How long it takes to sell a roofing company, from cleaning up your books years ahead to going to market, due diligence, closing and the handover.
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