Do you add back owner's draw for SDE calculation?

searcher profile

March 18, 2024

by a searcher from Rochester Institute of Technology in Portland, OR, USA

I am analyzing an on-market deal and broker is calculating SDE by adding owners and/or shareholders withdrawal. This amount is additional of owner's salary. Do you consider owner/shareholder's drawing on retained earnings or profits from previous years as part of SDE?

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commentor profile
Reply by a lender
from University of North Carolina at Wilmington in Wilmington, NC, USA
If the owner's draw is a distribution and not a W-2 salary then no you would not add it back. Distributions are not an income statement item. They are a balance sheet item so you should not be adding them to ADJ EBITDA.
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Reply by a searcher
from University of Pennsylvania in Philadelphia, PA, USA
Definitely not

SDE, or seller's discretionary earnings, is an income / cash flow concept that is a proxy for free cash flow available to the owner of a small business. A decision to pay out that cash flow as salary vs. owner distributions has no impact on the SDE figure itself.

For example, a business that makes $100 revenue that has $60 expenses (cost of goods sold, rent, sales and marketing, team members, etc.) and $10 of owner salary would have $30 of EBIT (earnings before interest and taxes*). Let's imagine also that the owner distributed $20 in an owner draw.

To calculate SDE, we would take $30 EBIT and add back the $10 of owner salary (we would add back all owner's benefits that wound up as an expense) to find that the business has $40 SDE. In their discretion, the owner decided to pay out $30 of the SDE as $10 salary and $20 owner's draw. It doesn't matter how it was distributed - the SDE remains the same.

*For now, let's ignore the impact of taxes and depreciation. Most small businesses are pass-through entities so the business itself does not have a tax burden (because it is passed on to its owners), and depreciation / capex is worthy of a separate discussion.
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