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Demystifying EBITDA and Seller's Discretionary Earnings (SDE) in Business Sales

Difference between EBITDA and SDE

When it comes to selling a business, understanding financial metrics is crucial for both buyers and sellers. Two commonly used metrics in the world of business sales are EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) and Seller's Discretionary Earnings (SDE). While they may seem similar at first glance, there are important differences between the two that can significantly impact the valuation and sale of a business. In this blog post, we'll explore the distinctions between EBITDA and SDE and why they matter in the context of selling a business.

EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization)

EBITDA is a financial metric used to measure a company's operating performance by excluding certain expenses that are not directly related to the core operations of the business. These expenses include interest, taxes, depreciation, and amortization. EBITDA is often used as a proxy for cash flow and profitability, providing a standardized way to compare the financial performance of different companies, regardless of their capital structure or tax situation.

Seller's Discretionary Earnings (SDE)

Seller's Discretionary Earnings, on the other hand, is a metric specifically tailored to small businesses and closely held companies. SDE represents the total financial benefits that a business generates for its owner, taking into account not only the company's profits but also various discretionary expenses and owner-related perks that may not be directly attributable to the business's operations. These can include owner salaries, perks, personal expenses run through the business, and other non-essential expenses that could be adjusted to reflect the true earning potential of the business under new ownership.

Key Differences

  1. Scope of Expenses: The primary difference between EBITDA and SDE lies in the scope of expenses that are excluded from the calculation. While EBITDA excludes non-operating expenses such as interest, taxes, depreciation, and amortization, SDE goes a step further by also excluding discretionary expenses that are specific to the current owner's management and lifestyle choices.

  2. Relevance to Small Businesses: While EBITDA is commonly used in the valuation of larger companies, SDE is particularly relevant for small businesses, where the owner's involvement and discretionary decision-making play a significant role in the company's financial performance. SDE provides a more accurate reflection of the true earning potential of a small business, taking into account the owner's compensation and other personal expenses.

  3. Impact on Valuation: The choice between EBITDA and SDE can have a significant impact on the valuation of a business, especially for small businesses with closely involved owners. Using SDE allows potential buyers to understand the full financial picture of the business and evaluate its profitability under new ownership, taking into account the adjustments that could be made to optimize its operations and maximize its earning potential.

While both EBITDA and SDE are important financial metrics in the context of selling a business, they serve different purposes and cater to different types of businesses. EBITDA provides a standardized measure of operating performance, while SDE offers a more nuanced view of a small business's true earning potential by incorporating owner-related expenses and discretionary adjustments. Understanding the distinctions between these metrics is essential for both buyers and sellers to accurately assess the value of a business and negotiate a successful sale.

Considering selling or buying a business? Contact me for a no-cost, no-obligation consultation. 850-532-0075 or


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