Earnings Based Valuation for Small Businesses: A Plain-English Guide for Owners

Dylan Gans
January 26, 2026 ⋅ 5 min read
Before you set an asking price, you need a clear view of how buyers translate performance into value. In small business sales, that center of gravity is earnings, not revenue. This guide explains earnings based valuation in plain English so you can see how buyers use SDE or EBITDA and a market multiple to arrive at a number, then what you can do to move that number in your favor.
SDE vs EBITDA, in Plain English
For most main-street businesses, buyers focus on seller’s discretionary earnings, or SDE. It starts with profit, then adds back the owner’s compensation and one-time or non-operating expenses to show true cash flow to an owner-operator.
If your company is larger or professionally managed, buyers may use EBITDA, which strips out interest, taxes, depreciation, and amortization to compare operating performance across companies. For crisp definitions and formulas, see these plain-language explainers on SDE and EBITDA.
Multiples, Not Magic
Value is typically estimated as SDE times a market multiple for smaller, owner-operated companies, or EBITDA times a multiple for larger ones. Multiples move with risk, growth prospects, transferability, industry norms, and financing conditions. For market context, the IBBA’s Market Pulse research summarizes observed valuation multiples by deal size and sector each quarter.
Simple Formulas Owners Can Use
You do not need a spreadsheet to get oriented. A few quick calculations can show a realistic range and help you speak the buyer’s language.
Back-of-the-napkin formulas:
SDE: Net Income + Owner Salary + Owner Perks + One-time/Non-operating Expenses
EBITDA: Operating Income + Depreciation + Amortization
Example: If last year’s SDE was $420,000 and comparable deals point to a 2.8 to 3.3 multiple, your valuation range is roughly $1.18M to $1.39M. If your company would be evaluated on EBITDA instead, and EBITDA is $300,000 with a 4.0 to 5.0 multiple, the range is $1.2M to $1.5M. You can sanity-check your method and learn where these approaches fit inside Baton’s appraisal hub.
Why Buyers Weight Earnings Over Revenue
Revenue shows activity. Earnings show what is left to service debt, fund growth, and pay an owner. Lenders and investors evaluate that cash-flow coverage, so buyers anchor on earnings to reduce surprises later.
SBA policies for 7(a) and 504 loans emphasize sustainable cash flow and underwriting discipline, which is why buyers care about normalized earnings and realistic adjustments from the start. If you want the source material, see the SBA’s current lender SOP and overview of 7(a) loans.
What Moves the Multiple
Each point below either reduces perceived risk or proves durable growth. That is how multiples rise.
Risk, Margins, and Transferability
Buyers reward businesses with stable margins, diversified customers and suppliers, documented processes, repeatable demand, and clean books. They discount companies with owner-centric operations, heavy concentration, weak controls, and unclear handoffs.
For tax or estate contexts, appraisers also apply fair market value principles that consider these same factors, a framework outlined in IRS valuation guidance rooted in Revenue Ruling 59-60. The IRS maintains job aids and references for closely held business valuation that reflect those principles. You can browse the IRS’s valuation resources.
Financing and the Lender View
Multiples also reflect how easily a buyer can finance the deal. Strong, well-documented earnings make financing easier, which supports stronger pricing. If your numbers are volatile, thin, or heavily adjusted, debt coverage becomes harder to prove and buyers lower the multiple or change structure to manage risk.
Practical Ways to Raise Value Before You Sell
Small, targeted improvements can shift both earnings and the multiple in a matter of quarters. Aim for clarity, not complexity.
Tighten Earnings
Scrub your chart of accounts, separate true business expenses from personal or non-recurring items, and document add-backs with receipts and short notes. Improve gross margin where possible, normalize labor and COGS, and make owner time visible so a buyer sees how the company will run without you.
Reduce Perceived Risk
Lower customer or vendor concentration, systematize your core workflows, and put key relationships under documented agreements. Strengthen financial hygiene, from reconciliations to tax filings, so diligence is smooth. For a broader checklist of operational changes that increase value, see Baton’s guide to increasing business value before selling.
Decide Whether a Formal Appraisal Is Worth It
You do not always need a paid appraisal to price well. Many owners start with Baton’s data-backed estimate, then decide whether to purchase a formal appraisal for legal or tax needs.
If you are weighing the trade-offs, Baton’s breakdown of business appraisal cost explains when a paid report helps versus when a free valuation is enough to move forward confidently.
Find Your Range, Then Plan the Roadmap
Once you have a grounded range, set expectations and get your sale machinery ready. The goal is a smooth handoff and a confident price, not theatrics.
Align Timing, Prep, and Proof
If your earnings trend is improving, timing the market matters. Capture the uptick in your trailing twelve months and be ready to prove it with clean financials and a simple adjustment schedule. For a step-by-step view of the journey from prep to close, follow Baton’s business roadmap.
Learn From Real Outcomes
Seeing how other owners improved earnings and negotiated stronger offers can sharpen your plan. Browse Baton’s success stories for practical examples of levers that changed valuation and exit price.