What It Really Means, Why It Matters, and How to Use It Right

If you’ve ever thought about buying or selling a small business, there’s a good chance you’ve stumbled upon the term SDE. Maybe it was in a listing on a marketplace like BizBuySell, or maybe a broker tossed it into conversation like everyone just naturally knows what it means. But here’s the truth: most people don’t fully understand it at first—and that’s okay.

SDE, or Seller’s Discretionary Earnings, is one of those financial metrics that sounds complicated but is actually rooted in a very practical idea: how much money does a business really generate for the owner?

And if you’re in the small business world—whether you own one, want to buy one, or are just curious about how they’re valued—understanding SDE can give you a major edge.

What Is SDE, Really?

SDE stands for Seller’s Discretionary Earnings. It’s a number that represents the total financial benefit a business provides to one full-time owner-operator. Think of it as the owner’s “take-home” before taxes, after adding back certain expenses that are either non-recurring or personal in nature.

In other words, SDE small business valuation is about more than just profit on paper. It’s about real-world cash flow that the owner actually enjoys, even if the P&L doesn’t scream success.

Here’s a simple breakdown of what typically gets added back into SDE:

• The owner’s salary or draw
  
• Discretionary expenses like personal travel or vehicles
  
• One-time costs like legal disputes or equipment upgrades
  
• Depreciation, amortization, interest, and sometimes taxes
  

SDE is especially useful in small business transactions, because it gives buyers a clear look at what their income could be if they stepped in and took over operations themselves.

Why SDE Is the Go-To Metric for Valuation

Forget Wall Street for a second—this is Main Street. In small business M&A, SDE is king. Investors and corporate buyers might care about EBITDA, but everyday entrepreneurs want to know: “If I run this thing, how much will I earn?”

That’s where SDE shines. It levels the playing field and makes it easier to compare businesses of different shapes and sizes.

And here’s something most people miss: the value of the business usually depends on a multiple of SDE. That multiple could be 2x, 3x, 4x… depending on the industry, size, risk profile, and a few dozen other variables.

Which brings us to the math.

How Is SDE Calculated?

Good news—SDE calculation isn’t rocket science. But it does take attention to detail and a bit of financial common sense.

Let’s say you’re looking at a business with $100,000 in net profit. The owner pays themselves $60,000 per year. They also run $10,000 of personal expenses through the business (a vehicle lease, some travel, a home office). And there’s $15,000 in depreciation and $5,000 in one-time legal fees.

Your SDE might look like this:

• Net profit: $100,000
  
  • Owner salary: $60,000
    
  • Personal expenses: $10,000
    
  • Depreciation: $15,000
    
  • One-time legal fees: $5,000
    

= SDE: $190,000

That number is a much better reflection of what the owner is actually earning than the net income alone.

But a word of caution: not all add-backs are legit. Buyers should always ask for documentation and use a little skepticism. Sellers, on the other hand, should be prepared to justify every add-back—clean books make for confident buyers.

Let’s Talk SDE Margin

Most people talk about revenue and profit margins, but there’s another number worth watching: your SDE margin.

SDE margin is calculated by dividing SDE by total revenue. It shows how efficiently the business converts top-line revenue into owner benefit.

For example, if your business makes $600,000 in revenue and your SDE is $150,000, then your SDE margin is 25%.

That’s a strong signal for buyers. It says, “Hey, this business is running lean and mean,” which often translates to higher multiples during valuation.

On the flip side, a low SDE margin might raise red flags—too many expenses, low pricing power, or inefficient systems. It’s not necessarily a deal-breaker, but it definitely invites closer scrutiny.

Why Buyers and Sellers Need to Get on the Same Page

For sellers, SDE is a way to tell your story. You get to show the real value of your business beyond the tax return. But don’t inflate it—trust is everything in a deal.

For buyers, SDE is the starting point for figuring out if a business is even worth pursuing. But don’t stop there. You’ll want to adjust SDE to fit your own plans. If you’re not going to work full-time in the business, you’ll need to subtract a manager’s salary from the SDE to understand your true income.

And for both sides, a well-documented SDE creates transparency, reduces friction, and keeps negotiations grounded in reality.

Wrapping It All Up: SDE Is More Than a Number

In small business deals, SDE isn’t just an accounting concept—it’s the lens through which both buyers and sellers understand value. It’s how you price a business, plan your next chapter, or decide if something is really worth the leap.

If you’re a seller, think of SDE as your financial resume. If you’re a buyer, think of it as the first honest answer to the question, “What’s in it for me?”

So next time you see that acronym—on a listing, in a broker’s email, or on a valuation report—you’ll know what it actually means. And that’s a pretty powerful thing.