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Seller’s Discretionary Earnings (SDE)

Seller’s Discretionary Earnings (SDE) stands as a pivotal gauge of a business’s financial prowess and remains the quintessential benchmark for quantifying cash flow within the realm of small business valuation. SDE empowers potential buyers with a swift means to juxtapose and assess two companies with precision for valuation purposes.

The SDE formula encompasses:

  1. Pre-tax net income: This encapsulates the ultimate profit showcased on the P&L statements.
  2. Compensation allocated to owners, while accounting for the costs required to replace a secondary or tertiary owner.
  3. Interest expenses.
  4. Depreciation and amortization costs.
  5. Additional discretionary expenses (e.g., auto, cell phone, meals, entertainment, travel, and the like).
  6. Accommodations for exceptional, non-operational revenues or expenditures, along with unrepeatable financial events (such as lawsuits or flood damages).

The bedrock of most valuation methodologies rests upon a multiplier of earnings, where SDE takes the crown as the predominant definition of earnings for small-scale enterprises. Once the SDE is ascertained, its value is judiciously determined by applying a pertinent multiplier.

This encapsulates the essence of SDE, offering a succinct yet assured overview of its significance. Further insights await for a comprehensive understanding of SDE‘s dimensions.

Relevant Terms

  1. Significance of SDE
  2. Exemplar Calculation: Seller’s Discretionary Earnings (SDE)
  3. Understanding SDE: A Business Perspective
  4. Decoding SDE: In the Context of Business
  5. SDE Computation Demystified
  6. Incorporating Owner’s Salary: SDE Clarification

The Purpose of SDE

Buyers turn to SDE for a core reason: to swiftly gauge and compare two businesses.

  • SDE provides a practical benchmark, offering an approximate view of available cash flow for potential buyers. The aim of SDE calculation is to enable a direct apples-to-apples evaluation across businesses. This comparability holds true whether the companies are within the same industry or not.
  • SDE serves as a rough gauge of free cash flow, estimating the cash available for servicing debt, covering interest, and funding essential expenditures like new equipment (capital expenditures or CapEx). After calculating SDE, buyers delve into an array of other aspects, including company growth rates, gross margins, customer distribution, and a myriad of financial and non-financial variables.
  • During the initial stages of evaluating a company for acquisition, SDE acts primarily as a measure of earnings.
  • SDE finds its application in both income-based and market-based valuation methods. For instance, it plays a role in determining a business’s value using multiples within various income-based valuation techniques. It also facilitates the comparison of multiples among similar businesses that have recently been sold, providing a basis for assessing comparable transactions.

Exploring Key Aspects

  • Unveiling the Popularity: Despite SDE’s Potential Inaccuracies, Why It Triumphs as the Preferred Cash Flow Measure for Small Business Valuation
  • Diverse Earnings Metrics: A Glimpse into Alternatives Employed by Buyers, Their Impact on Business Valuation, and You
  • Strategic Valuation: Navigating the Choice Between SDE and Alternate Metrics for Your Business’s True Worth
  • Precise Computation: Mastering the Art of Calculating SDE Tailored to Your Unique Business
  • Unveiling SDE’s Advantages: An In-Depth Assessment of Benefits and the Nuances That SDE Might Overlook, Yet Buyers Consider
  • Confronting Limitations: Identifying and Analyzing the Drawbacks Inherent to SDE as an Authentic Cash Flow Measure
  • Pinpointing Alternatives: Beyond SDE, Delving into the Array of Metrics That Buyers Leverage for Informed Valuations
  • Unraveling SDE and Cash Flow: Clarifying Distinctions and Intersections to Illuminate the Varied Facets of Financial Evaluation
  • Elevating Business Value: Proven Strategies to Enhance the All-Important Appraisal of Your Business’s Worth

Sample Seller’s Discretionary Earnings (SDE) Calculation

For Example:

Pre-Tax net income; plus$300,000
Owner’s compensation; plus$150,000
Interest; plus$50,000
Depreciation; plus$50,000
Amortization; plus$50,000
Discretionary expenses; plus$100,000
Extraordinary, non-operating, non-recurring expenses$50,000
Seller’s Discretionary Earnings (SDE) =$750,000

Benefits of SDE

  • A Widely Embraced Standard: SDE reigns as the prevailing measure of earnings embraced by buyers, sellers, business brokers, and all stakeholders involved in the realm of small enterprises.
  • Simplicity in Computation: Calculating SDE is a breeze, minimizing the scope for errors and thereby enhancing the efficiency of comparisons.
  • Strategic Variable Elimination: SDE meticulously eradicates variables that bear no consequence for the buyer post-acquisition, including interest and taxes. It also rids the equation of non-cash expenditures (specifically depreciation & amortization). This empowers buyers to individually gauge these costs and subsequently deduct them from cash flow in alignment with their actual outlay timing, rather than tax-driven deductions.
  • Streamlined Comparative Insights: Given its ubiquity and straightforward calculation, SDE effortlessly lends itself to benchmarking a business’s earnings against its counterparts. This ease of comparison seamlessly dovetails into utilizing analogous transactions to ascertain a business’s valuation.

Downsides of SDE

SDE as a Guiding Principle: SDE operates as a straightforward guiding principle. It’s crucial to anticipate that potential buyers will conduct an in-depth analysis of your financials. It’s essential to recognize that SDE isn’t a magical solution—achieving a high SDE doesn’t inherently translate to your business being an irresistible prospect for acquisition.

SDE’s Limitations on Actual Cash Flow Assessment: It’s important to acknowledge that SDE, while valuable, doesn’t provide a complete picture of a buyer’s post-acquisition cash flow. This is due to several factors:

  • Depreciation Considerations: The inclusion of depreciation, especially in scenarios with considerable ongoing capital expenditures, can inflate earnings and create a misleading perception. This is particularly relevant for businesses with substantial fixed (depreciable) assets.
  • Amortization Insights: Similarly, the situation applies to amortization, albeit being less common among small businesses. For instance, companies with sizeable amortizable intellectual property, like pharmaceutical firms, encounter this issue.
  • Unaccounted Working Capital: SDE overlooks the necessity of addressing working capital requirements, failing to consider potential injections that a buyer might need, particularly in the case of high-growth enterprises.
  • Tax Impact Omitted: SDE doesn’t encompass the influence of income taxes on the overall assessment.

How to Increase the Value of Your Business

Prioritizing SDE Enhancement: As you consider various factors, channeling significant attention towards augmenting your SDE proves paramount. Each incremental rise in SDE wields a direct impact on your business’s valuation, magnified by its respective multiple.

  • For example, envision a scenario where your business is projected to be valued at a 3.0 multiple. Elevating your SDE by $100,000 annually translates to a substantial surge in your business’s value—precisely $400,000 ($100,000 multiplied by the 4.0 multiple results in $400,000). Your focus on bolstering SDE reaps rewards that echo through the valuation process.

Strategic SDE Augmentation: Elevating your SDE hinges on two fundamental avenues:

1. Amplify Sales:

  • Boosting sales rests on a straightforward approach: consider hiking your prices, given that an entire 100% of the price escalation directly contributes to your bottom line. For instance, if your current annual revenue stands at $2 million and you enact a 5% price increase, your SDE will witness a $100,000 annual surge ($2 million x 5% = $100,000). Should your existing SDE tally at $400,000, this maneuver propels it by 25%, transitioning from $400,000 to $500,000. Effectively, a mere 5% price elevation yields a substantial 25% rise in SDE.
  • Augmenting sales can also stem from diversification—unveil new products or services or enhance the sale of your current offerings. However, caution is vital, especially if you have a near-term selling agenda. Astute buyers are typically disinclined to factor in marketing campaigns or product launches that yield subpar results while gauging SDE. Opt for judicious approaches, like reinforcing predictable marketing ventures with measurable yields, and eschew high-risk strategies that could potentially drain cash flow and curtail SDE.

2. Streamline Expenditures:

Taming expenses often presents a smoother path than revenue escalation. It offers an immediate and tangible influence on SDE while posing fewer risks than aggressive revenue expansion. A caveat remains—maintain expenses that a buyer would perceive as favorable, such as standard insurance premiums and reasonable inventory levels.

Another avenue for elevating business value is to catalyze growth rate, shifting the valuation focus from the “current year’s SDE” to the “projected SDE.” While the standard valuation relies on the past 12-month SDE (trailing twelve months, or TTM), consistent and robust growth could potentially prompt negotiations involving a projection-based SDE estimate. This underlines the potential to harness growth as a pivotal driver in shaping your business’s valuation.

FAQs About Seller’s Discretionary Earnings (SDE)

Exploring Comparable Metrics

Several metrics akin to SDE exist in the financial landscape:

  • LTM SDE: Refers to the Last Twelve Months (LTM) SDE.
  • TTM SDE: Represents the Trailing Twelve Months (TTM) SDE.
  • EBITDA: Stands for Earnings Before Interest, Taxes, Depreciation, and Amortization.
  • EBIT: Denotes Earnings Before Interest and Taxes, also recognized as “Operating Profit.” EBITDA is computed by summing Operating Profit + Depreciation + Amortization. However, this method is less applicable to most small to mid-sized companies.

Choosing the Right SDE Year for Valuation

The foundation of a valuation typically rests on the SDE from the most recent full year or the Trailing Twelve Months (TTM). For certain cases, a weighted average might be employed, especially when yearly results fluctuate, and business cycles display predictably extended patterns.

Projected current year SDE could also play a role if growth is both foreseeable and consistent. A subset of buyers might consider an average of the past three years’ SDE, an approach that might affect valuation when a business experiences steady growth.

SDE vs. Cash Flow Distinction

SDE and cash flow diverge significantly in their essence. Cash flow is deduced from the “cash flow statement” or “statement of cash flows.

Regrettably, numerous small businesses either omit creating a cash flow statement or lack the ability to interpret one. The term “cash flow” is employed broadly, necessitating a clear definition whenever it’s employed within the context of discussions.


Beyond SDE, numerous metrics contribute to the valuation of small businesses. Prospective buyers meticulously assess an array of factors to determine your company’s value.

These factors encompass customer distribution, growth trajectories, brand recognition, operational structures, efficiencies, profit margins, working capital needs, recurring revenue streams, and accessibility to funding, among various other considerations.

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