Black Key Holdings

Valuation · 5 min ·

EBITDA versus SDE: which number is your business valued on?

Owners quote EBITDA multiples they read about and apply them to SDE. It is the most common valuation mistake we see.

SDE, seller's discretionary earnings, is EBITDA plus one full-time owner's compensation and benefits plus documented add-backs, and it is used to value owner-operated companies. Adjusted EBITDA assumes management is paid at market rate and is used for companies with a management team. SDE is higher than EBITDA for the same company, so SDE multiples are lower than EBITDA multiples.

What SDE measures

SDE measures the total economic benefit one full-time owner-operator receives from the business: profit, salary, benefits, perks and non-recurring items added back. It answers the buyer's question: if I run this myself, what do I take home?

What adjusted EBITDA measures

Adjusted EBITDA measures operating earnings after paying a market-rate manager to do the owner's job, normalized for non-recurring items. It answers a different buyer's question: if I own this and someone else runs it, what does it earn?

Why the multiples differ

Because SDE is the bigger number, the multiple applied to it is smaller. Applying an EBITDA multiple to SDE overstates value, sometimes badly. Buyers know which number they are using; sellers should too.

The line between the two is roughly the point at which a buyer would need to hire a general manager. Below it, SDE. Above it, EBITDA. Many founder-led companies sit near the line and get both views.

How add-backs are tested

Every add-back must survive a buyer's quality-of-earnings review. Documented, recurring and reasonable add-backs stand. Undocumented perks, family payroll that will not leave, and one-time items that recur every year get removed, and the price moves with them.

Valuation · Questions

Questions this raises

Which is higher, SDE or EBITDA?

SDE, always, for the same company, because it adds back the owner's compensation on top of EBITDA.

Can a business be valued on both?

Yes. Companies near the owner-operator line are often presented both ways, with the method matched to the buyer type.

Next: What a CIM is, and what a good one leaves out

Notice

Black Key Holdings provides business transaction and M&A advisory services. We do not provide legal, tax, accounting, investment, securities or regulatory advice. Services and transaction structures vary by jurisdiction. Each party should retain its own qualified legal, tax, accounting and regulatory professionals. Nothing on this website constitutes an offer to sell or a solicitation of an offer to purchase any security or licensed business interest.