By a Business Broker with First-Hand Deal Experience
Last updated: December 2026

If you’re thinking about selling your business, understanding Seller’s Discretionary Earnings (SDE) and add-backs is one of the most important steps you can take to increase the value of your business before it goes to market.

In our experience working with business owners preparing for sale, confusion around add-backs and SDE is one of the single biggest reasons sellers either overprice or undersell their business.

This guide explains:

• What SDE really is
• What counts as a legitimate add-back (and what doesn’t)
• How buyers and lenders analyse your numbers
• How to prepare your financials so they stand up to due diligence

This is explicitly written for owner-operated businesses, where SDE is the primary valuation metric.

What Is Seller’s Discretionary Earnings (SDE)?

Seller’s Discretionary Earnings represent the actual economic benefit a single owner derives from operating the business.

In simple terms:

SDE = Net Profit + Owner Compensation + Discretionary / Non-Recurring Expenses

SDE is used primarily for:

• Small to mid-sized owner-run businesses
• Businesses where the owner is actively involved
• Cash, SBA loans, or a mix of both typically fund transactions

Buyers use SDE to answer one question:

“If I owned this business and replaced the current owner, what would I realistically earn?”

What Are Add-Backs?

Add-backs are expenses shown in your accounts that do not reflect the ongoing cost of running the business under new ownership.

When calculated correctly, add-backs increase SDE — and therefore increase valuation.

However, poorly justified add-backs are one of the first things buyers and lenders challenge during due diligence.

Common Legitimate Add-Backs (With Real-World Examples)

Based on transactions we see regularly, these are the add-backs buyers typically accept:

1. Owner’s Salary and Benefits

If a buyer will replace you, your:

• Salary
• Pension contributions
• Personal benefits

…are usually added back.

Example:
Owner salary: £90,000
Employer pension contribution: £6,000
Add-back: £96,000

2. One-Off or Non-Recurring Expenses

These must be clearly identifiable and genuinely one-time.

Examples include:

• Legal costs for a dispute that is now resolved
• Redundancy payments
• One-off consulting or restructuring costs

Buyers will often ask:

“Will this expense exist again next year?”

If the answer is no — it’s usually acceptable.

3. Personal or Discretionary Expenses

Expenses run through the business for the owner’s benefit, such as:

• Personal vehicle costs
• Private travel
• Family mobile phones
• Non-essential subscriptions

These must be reasonable and provable, not aggressive.

4. Above-Market Owner Compensation

If you pay yourself more than a market-rate replacement manager, the excess portion may be added back.

This is common where:

• The owner performs multiple roles
• The business could run with a lower-cost general manager

Add-Backs Buyers Commonly Reject. This is where many sellers get into trouble.Buyers and lenders frequently reject:

• “Estimated future savings”
• Hypothetical staff reductions
• Marketing cuts that would damage revenue
• Ongoing professional fees labelled as “optional”
• Vague rounding adjustments

If you can’t prove it historically, it usually doesn’t count.

How Buyers Actually Use SDE in Valuation

Most owner-run businesses are valued using a multiple of SDE.

Business Value ≈ SDE × Market Multiple

Typical SDE multiples depend on:

• Industry
• Stability of earnings
• Owner reliance
• Growth trends
• Customer concentration

Even a modest increase in SDE can have a multiplied effect on value.

Example:
Increase SDE by £50,000
Apply a 3.5× multiple
Additional value created: £175,000

This is why getting add-backs right matters.

How to Prepare Your SDE Before Going to Market

Based on deal experience, the strongest sellers do the following 6–12 months before selling:

1. Clean up personal expenses in the accounts
2. Separate one-off costs clearly
3. Document and justify every add-back
4. Ensure financial statements are consistent year-to-year
5. Prepare explanations buyers will ask for
6. Avoid “last-minute” adjustments that look engineered

Clean SDE builds buyer confidence — and confidence drives price.

Why Professional Preparation Matters

During due diligence:

• Buyers scrutinise add-backs line by line
• Lenders apply even stricter standards
• Poorly prepared SDE can delay or kill a deal

A professionally prepared SDE:

• Reduces renegotiation risk
• Shortens due diligence
• Increases deal certainty

In many cases, proper SDE preparation adds more value than marketing alone.

Final Thoughts

Seller’s Discretionary Earnings is not an accounting trick — it’s a translation tool that helps buyers understand the real earning power of your business.

Handled properly, add-backs:

• Increase value legitimately
• Build buyer trust
• Strengthen negotiations

Handled poorly, they:

• Damage credibility
• Trigger price chips
• Cause deals to fall apart

If you’re considering selling, SDE should be addressed early and carefully, not rushed at the point of sale.

Why This Version Works for Google (and Buyers)

• One clear intent
• Title and content fully aligned
• Demonstrates real-world experience
• No buyer/SBA/tax confusion
• High trust, low fluff
• Strong engagement signals