Seller Guide

Business Valuation Methods: How Your Business Gets Priced

Business valuation is not a single formula — it depends on your business size, type, and the buyers you're targeting. Understanding the method that applies to your business is the foundation of a successful exit.

Seller's Discretionary Earnings (SDE)

SDE is the standard valuation method for small businesses — typically those with under $5M in annual revenue where the owner is actively working in the business. SDE represents the total economic benefit to a single owner-operator: net profit + owner salary + owner benefits + add-backs (non-recurring expenses) + depreciation and amortization.

How SDE Is Calculated
Net profit (from tax return)e.g., $180,000
+ Owner salary (if taken)+ $120,000
+ Owner benefits (health, life, auto)+ $24,000
+ Non-recurring expenses+ $18,000
+ Depreciation & amortization+ $35,000
= Seller's Discretionary Earnings= $377,000

Buyers apply a multiple to SDE to determine business value. For most small businesses, the SDE multiple ranges from 2× to 4×, depending on industry, growth trend, risk factors, and deal size. A business with $377K SDE at a 3× multiple sells for approximately $1.13M.

EBITDA Multiples

EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) is the standard metric for mid-market and larger transactions — generally businesses with over $1M in annual earnings where the buyer will install professional management rather than run the business themselves.

Unlike SDE, EBITDA does not add back owner salary — it assumes a market-rate manager will replace the owner. This makes EBITDA a more conservative metric than SDE, but it's the language of PE buyers and institutional acquirers, and often results in higher transaction values for larger businesses because the buyer pool is deeper.

EBITDA Multiple Ranges by Sector
Home services (HVAC, pest, plumbing)
4–8× EBITDA
Recurring revenue, defensible market position
Manufacturing (niche/proprietary)
4–7× EBITDA
IP, customer stickiness, asset value
Healthcare / medical practices
5–9× EBITDA
Regulatory barriers, recurring patient base
SaaS / software
6–15× EBITDA (or ARR)
Scalability, net revenue retention, growth rate
Professional services
3–6× EBITDA
Key-man risk, client portability
Restaurants / food service
2–5× EBITDA
Lease dependency, thin margins

Asset-Based Valuation

Asset-based valuation is used when a business has more value in its physical assets than in its earnings. This is common for businesses with:

Significant real property or equipment value
Negative or minimal earnings (distressed businesses)
Liquidation scenarios where the business won't continue as a going concern
Asset-heavy businesses like trucking or heavy equipment where FF&E is the primary value

Asset-based valuations typically produce lower values than earnings-based methods for profitable businesses. If your broker recommends an asset approach for a business with solid earnings, that is a red flag.

Revenue Multiples

Revenue multiples are primarily used for high-growth software and technology businesses where earnings are minimal but revenue is scaling rapidly. A SaaS company growing 80% year-over-year with strong net revenue retention might trade at 5–10× annual recurring revenue (ARR), even at zero or negative EBITDA.

Revenue multiples are not appropriate for most traditional service businesses, retail, restaurants, or manufacturing. If someone offers you a revenue multiple for a non-tech business, the underlying earnings multiple it implies is almost certainly worse than a direct EBITDA analysis — look through the math.

What Actually Moves the Multiple

Within any sector, multiples vary by 2–4× depending on business-specific factors. The variables that push you toward the top of the range:

Revenue growth trend
A business growing 20%/year gets a meaningfully higher multiple than one flat or declining — buyers are paying for future earnings, not just today's.
Revenue quality and predictability
Recurring, contracted, subscription revenue commands a significant premium over project-based or transactional revenue. Predictable cash flow reduces buyer risk.
Customer concentration
If any single customer represents more than 15–20% of revenue, expect multiple compression or deal structure changes (escrow, earnout). Diversified revenue is worth more.
Management team depth
A business that runs without the owner gets a full market multiple. A business that depends on the owner gets a discount or a long transition requirement baked in.
EBITDA margin vs. industry peers
Above-average margins signal competitive advantages — pricing power, operational efficiency, or a defensible niche. Buyers pay for margin quality.
Documented, clean financials
Three years of reviewed or audited financials, clear add-backs with supporting documentation, and a reconciled P&L eliminate buyer risk and accelerate due diligence.

SDE vs. EBITDA: Which Applies to You?

Use SDE if:
Revenue under $5M
Owner-operated
Buyer will run the business
Main Street transaction
Use EBITDA if:
Revenue over $2–3M
Management team in place
Institutional or PE buyer
Lower middle market or above

The crossover zone is $1–5M in revenue. Businesses in this range may be valued using either method depending on the buyer pool the broker is targeting. An experienced broker will present the valuation framing that results in the highest price for your specific business.

Get a Professional Valuation Before You Sell

A professional broker valuation — distinct from a certified business appraisal — is typically provided at no charge as part of an initial listing consultation. It incorporates comparable transaction data, industry-specific multiple ranges, and an analysis of your specific risk factors.

Do not price your business based on a formula you found online, your SBA lender's estimate, or what a competitor sold for in a different market 3 years ago. Market conditions, buyer demand, and interest rate environments shift multiples materially from year to year. Work with a broker who has current transaction data in your sector.

Get a no-cost valuation estimate

Match with a broker who specializes in your industry and get a realistic valuation range based on current transaction data — not outdated online formulas.

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