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CALCULATING EBITDA VS. SELLERS DISCRETIONARY EARNINGS

Updated: Jan 25, 2024


Introduction:

In the world of mergers and acquisitions (M&A), understanding the financial metrics used to evaluate the value of a business is crucial. Two commonly used metrics for assessing the profitability of a lower middle market business are EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) and Sellers Discretionary Earnings (SDE). While both metrics serve different purposes, they play a vital role in determining the worth of a business. Let's explore the key differences and advantages of calculating EBITDA and SDE when selling a lower middle market business.


CALCULATING EBITDA:


EBITDA represents the operating performance of a business by excluding non-operational expenses such as interest, taxes, depreciation, and amortization. EBITDA provides potential buyers with a clearer view of a company's profitability before considering financing methods, tax implications, and accounting policies.

It allows for easier comparison of businesses across different industries, as it focuses solely on operational performance. EBITDA is particularly useful when evaluating larger businesses, where economies of scale and complex financial structures are present.


ADVANTAGES OF EBITDA FOR SELLING A LOWER MIDDLE MARKET BUSINESS:


  1. Standardization: EBITDA provides a standardized metric that allows buyers to assess the profitability of a business on a level playing field, making it easier to compare different businesses within the same industry.

  2. Scalability: EBITDA is an effective metric for businesses with significant growth potential, as it focuses on operational efficiency and profitability, irrespective of the specific financial and tax strategies employed. Confidentiality: Since EBITDA excludes discretionary expenses and owner benefits, it allows sellers to maintain confidentiality regarding sensitive financial information, ensuring privacy during the negotiation process.


Calculating Sellers Discretionary Earnings (SDE):

SDE represents the total financial benefit enjoyed by the owner of a small or lower middle market business and reflects the owner's total compensation, including salary, perks, non-operational expenses, and discretionary benefits. It accounts for the unique financial situation of small businesses, where owners may have different income streams or expense items that are not strictly business-related. SDE provides a comprehensive view of the business's profitability, considering the actual financial benefits derived by the owner-operator.


ADVANTAGES OF SDE FOR SELLING A LOWER MIDDLE MARKET BUSINESS:


  1. Reflects Owner's Total Compensation: SDE allows prospective buyers to understand the complete financial picture of the business and the compensation the owner derives from it, giving them insight into the lifestyle and earnings potential of the business.

  2. Owner-Operator Focus: SDE is especially useful for owner-operated businesses, where the owner's involvement and compensation significantly impact the business's performance.

  3. Valuing Niche Businesses: SDE accommodates businesses with unique expense items or income streams that may not conform to standard industry practices, making it a suitable metric for niche markets or specialized industries.


Conclusion:

In conclusion, both EBITDA and SDE play vital roles in valuing a lower middle market business, but they serve different purposes. EBITDA provides a standardized and comparable metric for evaluating operational profitability, while SDE considers the complete financial picture, including owner benefits. When selling a lower middle market business, it's important to consider the nature of the business, its industry, and the preferences of potential buyers to determine which metric will best represent the value and appeal of the business in the market.



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