Top 3 SDE Red Flags

searcher profile

August 31, 2025

by a searcher from University of Houston in Houston, TX, USA

Calculating accurate SDE is critical when acquiring a firm. These are some of the most common red flags I see week in and week out. Note: I am in the accounting acquisitions space, but I would assume these could be applied to other industries as well. Brokers and sellers love to pad the numbers. And while some addbacks are legit, others are what I call double dipping. I have a rule: no double dipping. Here are 3 common red flags I look for when analyzing cash flow. 1. Nonrecurring revenue If they had a $50,000 consulting engagement that won’t happen again, it does not belong in your future projections. That revenue is gone. And if it’s gone from the top, we have to figure out how much cash flow is reduced from that revenue reduction as well. 2. Off-books owner salary Some owners pay themselves outside of payroll or the P&L. But then they try to count that money as an addback. If it didn’t show up as an expense, it cannot be added back to increase profit. That is double dipping! 3. No rent charged for owner-owned real estate If the owner owns the building and isn’t charging themselves rent, the P&L looks great. But you won’t get to operate rent-free. Once you take over, that rent needs to be accounted for, and it will lower your cash flow. These are the kinds of things that can make or break a deal. It’s important that you understand what you’re actually buying. Hope this helps.
14
20
302
Replies
20
commentor profile
Reply by a searcher
from University of North Texas in Dallas, TX, USA
A couple major SDE red flags I see brokers not address frequently which leave large valuation gaps between the seller and buyer are: 1. Multiple Owners' salaries added back. If there's two or three owners who are all leaving and just one of you then you'll have the additional expense of replacing those owners. 2. Maintenance Capital Expenditure - If the company utilizes assets which need to be replaced/repaired regularly in order to generate revenue then the true SDE is normally significantly lower than what is listed. For example, if a plumbing company has $750K of SDE however the owner is spending $300K per year buying new vehicles and equipment then true SDE is $450K.
commentor profile
Reply by a searcher
from University of Virginia in Simi Valley, CA, USA
Speaking specifically about accounting firms, I've seen owners (or brokers) adding back salaries for their spouses who perform managerial and administrative work (usually at below market rate), or adding back IT system subscriptions (such as Tax Dome or Canopy) that can be material for a mid-sized practice. My favorite is when owners add back tens of thousands of dollars in auto or travel expenses, claiming it was personal, but these expenses still appear on their tax forms (e.g., 1120-S). They essentially admit to committing tax fraud.
commentor profile
+18 more replies.
Join the discussion