A Seller's Discretionary Earnings
(SDE) Worksheet

A Seller's Discretionary Earnings (SDE) Worksheet

In the last issue (#8), we provided An Example of SDE vs. EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) vs. Adjusted EBITDA.  In this issue we will provide an example of A Seller's Discretionary Earnings (SDE) Worksheet.

A Favorite Famous Quote
"He who will not economize will have to agonize."  Confucius 

A Seller's Discretionary Earnings (SDE) Worksheet

Let's look at an extreme example of a SDE worksheet for a seller where a lot of normalizing adjustments are required.  We'll try to demonstrate a seller's presentation of SDE along with how and why buyers and lenders will evaluate SDE.

In this example the seller presents SDE at $251,000, the buyer evaluates SDE at $220,000, but the bank only evaluates SDE at $120,000!

Example - Mr. Husband owns a day care center

In this example Mr. Husband owns a day care center.  The corporate tax return shows taxable income (earnings) of $20,000, interest expense of $6,000, state income taxes of $1,000 recorded in the taxes and licenses account, depreciation of $14,000, amortization of $1,000 and Mr. Husband is paid an annual salary of $120,000.

Family works in business

His wife works part-time as a bookkeeper but is not paid for her efforts (assume a buyer would have to pay someone $15,000/year to replace the wife's effort as a part-time bookkeeper).  Daughter #1 is a child care worker but is paid excessively at $60,000/year (assume a buyer would only have to pay someone $25,000/year to replace Daughter #1).  Daughter #2 only works during the summer months while attending college, but she is paid a total of $30,000 year-round (assume a buyer would have to pay someone $6,000/year to replace Daughter #2's three months of work).  For purposes of this example, we are assuming the lender will not accept the adjustments for the daughters' salaries.  (Many, if not most lender underwriters will not accept add-backs for salaries being paid, except for compensation paid to the owner.)

Mr. Husband owns the facility personally and is paid rent

Mr. Husband owns the day care facility's real estate personally and the day care pays him rent of $3,000/month ($36,000/year).  However, the fair market value of the rent (the value a buyer of the business would have to pay Mr. Husband as rent on the facility) is $5,000/month ($60,000/year).

Non-recurring sale of an asset

In the current year, Mr. Husband replaced cabinetry throughout the facility and sold the used cabinetry (which was fully depreciated on the business' books) for $15,000; thus the tax return shows a $15,000 (non-recurring) gain on sale of assets.

Legitimate add-backs to SDE (but lenders question all add-backs)

Other legitimate add-backs to earnings include: owner's personal benefit from retirement contributions ($12,000); charitable contributions ($2,000) and owner's health insurance ($5,000).  For purposes of this example, we are assuming the lender accepts the retirement contribution as an add-back to SDE, but will not accept the charitable contributions or owner's health insurance.  (Lenders are notoriously tough in evaluating SDE.)

Personal expense add-backs accepted by buyer, but not by lender

Mr. Husband is also running a lot of personal expenses through the business.  Lenders will not accept the following adjustments and buyers will require proof of the expenditures:  Golf club membership ($12,000 recorded to dues and subscriptions), NFL season tickets ($2,000 recorded to travel and entertainment), cruise with spouse ($5,000 recorded to travel and entertainment), personal residence housecleaning ($3,000 recorded to cleaning expense), new garage door for personal residence ($2,000 recorded to repairs and maintenance), and painting in personal residence ($10,000 recorded to repairs and maintenance).  In this example, we are going to assume the buyer accepts these adjustments.

Personal expense add-backs not accepted by either buyer or lender

Mr. Husband has even more personal expenses being run through the business!  These are a little harder to prove to a buyer of the business and many buyers will not accept them ......