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Seller’s Discretionary Earnings (SDE).

Seller’s discretionary earnings (SDE) is pre-tax profit plus one full-time owner’s salary and benefits, interest, depreciation, amortisation and genuine one-off costs. It measures the total cash benefit available to a single owner-operator and is the standard earnings base for valuing small, owner-run businesses, typically those valued below a few million dollars.

The SDE formula

SDE = pre-tax net profit + one owner’s total compensation (salary, payroll taxes, benefits) + interest + depreciation and amortisation + discretionary and one-off expenses.

Only one owner’s compensation is added back. If two founders both work full-time in the business, the second salary normally stays in as an operating cost, because a buyer who steps into one role still has to pay someone to do the other.

When to use SDE and when to use EBITDA

SDE suits businesses where the buyer will be the operator: small e-commerce stores, content sites, agencies and local service businesses. Once a business has a management team that runs it without the owner, and particularly once it attracts private equity or strategic buyers, the market shifts to adjusted EBITDA.

Using the wrong base inflates or deflates value. Applying an EBITDA multiple to an SDE figure overstates value, because SDE is always the larger number for the same business.

How SDE multiples are applied

Small-business sale prices are commonly expressed as a multiple of SDE, often called the cash-flow multiple. BizBuySell’s quarterly Insight Report publishes median sale-price-to-cash-flow multiples for small US businesses, and these have typically sat between roughly 2x and 3x. Digital businesses with clean, transferable, recurring revenue can trade above that range.

The multiple within a range is driven by owner dependence, revenue concentration, growth trend, traffic and platform risk, and how well the numbers are documented.

Common SDE mistakes

Most disputes over SDE come from a small set of recurring errors:

  • Adding back more than one owner’s full salary
  • Treating recurring marketing or software costs as discretionary
  • Adding back personal expenses without receipts or a clear audit trail
  • Ignoring the cost of work the owner does for free that a buyer would have to pay for

Worked example

Illustrative SDE calculation for an owner-operated e-commerce business
LineAmount (USD)
Pre-tax net profit310,000
Owner salary, payroll taxes and benefits+120,000
Interest on business loan+12,000
Depreciation and amortisation+18,000
One-off website rebuild+25,000
Seller’s discretionary earnings485,000

Frequently asked questions

Is SDE the same as owner’s cash flow?
Broadly, yes. SDE, owner’s cash flow and discretionary earnings are used interchangeably in small-business sales. Always confirm which items were added back before comparing two figures.
Can SDE be higher than revenue minus direct costs?
No. SDE is built from net profit plus specific add-backs, so it cannot exceed gross profit. A figure that does is a sign of double counting.
Do private equity buyers use SDE?
Rarely. Institutional buyers install or retain management, so they value on adjusted EBITDA, which keeps a market-rate management cost in the numbers.

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General explanation of transaction terminology, not legal, tax or accounting advice. Treatment varies by jurisdiction and by the terms of each agreement. Take qualified advice on any live transaction.

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