Due Diligence & Red Flags
Start with the main guide, then pick your rabbit hole.
→ Browse the full seriesThe 5-Minute Fake SDE Check
Short answer: If the SDE only works because the owner is underpaid, overworked, or hiding recurring costs, it’s not real.
Fake SDE looks like profit on a spreadsheet — then vanishes the moment you replace the owner with paid humans. If the math breaks when you normalize labor, you’re not buying a business. You’re buying a job with a costume on.
Run this check before you go any further:
- Add-backs repeat? If “one-time” shows up every year, it’s overhead.
- Owner works full-time? Replace them with market-rate salaries.
- Payroll too low? The margin is doing imaginary work.
- Bank doesn’t reconcile? The SDE is a story, not cash.
- Fails DSCR math? The deal doesn’t pay for itself.
You don’t need forensic accounting to spot fake SDE. You just need the discipline to trust the math — and walk when it doesn’t.
1. Follow the Add-Back Trail
Add-backs are where 90% of SDE fiction lives.
A seller’s “$400K SDE” often looks like this:
- $120K “owner salary add-back” because they worked 80 hours a week
- $60K in “one-time” costs that mysteriously show up every year
- $30K in personal expenses sprinkled through COGS
Example:
A café claims $350K SDE. The owner works 70 hours/week, pays themselves nothing, and runs their car, health insurance, and family phone plans through the business.
Once those “add-backs” are ignored and the owner is replaced, real SDE drops to $160K.
Line Item | Broker’s Math | Reality Check |
|---|---|---|
| Net Income (as reported) | $260,000 | $260,000 |
| “One-time” add-backs | +$60,000 | $0 |
| Personal expenses run through business | +$30,000 | $0 |
| Seller’s Discretionary Earnings (SDE) | $350,000 | $260,000 |
| Owner replacement (market salary) | — | -$100,000 |
| Adjusted SDE | — | $160,000 |
If this adjusted number can’t pay the loan, pay you, and leave a buffer, the deal is lying.
Important: Personal and one-time expenses are technically valid add-backs — but only after the business can pay for real labor. If the deal only works by counting add-backs before replacing the owner, the SDE isn’t real.
Your move:
- Strip out anything that’s personal, recurring, or relies on one exhausted human.
- If the deal only works with the fairy dust, it’s not a deal.
2. Put a Real Salary on the Owner
If the seller wears five hats, those hats have market rates.
A real business can afford to replace the owner. A fake one can’t.
Example:
A plumbing company claims $500K SDE. The owner runs sales, dispatch, and field work.
- GM replacement: $120K
- Dispatcher: $60K
- Technician: $90K
Actual SDE after replacing the owner? Around $230K.
If replacing the owner breaks the business, there is no business.
Your move:
Back out the cost of real people doing real jobs.
If the “profit” vanishes, congratulations — you just spotted fake SDE.
3. Payroll vs. Add-Back Mismatch
A quick sniff test: check payroll.
If payroll on the P&L doesn’t match the roles implied in operations, something’s off.
Example:
A marketing agency claims $400K SDE but shows only $90K payroll for six “employees.” In reality, that “team” is the owner plus two unpaid interns. Real payroll would be closer to $250K. Poof — margin gone.
Your move:
- Benchmark payroll for the industry and location.
- Call BS on “everyone’s family working for free.”
- Adjust SDE downward before you get hypnotized by the asking price.
4. Reconcile to the Bank, Not the Broker
The spreadsheet isn’t the truth. The bank account is.
If the claimed SDE doesn’t align with:
- Bank deposits
- Tax returns
- Merchant processor statements
…you’re looking at a story, not a business.
Example:
A seller claims $900K revenue and $300K SDE. But the bank statements only show $600K in deposits.
Either $300K is cash under the table (good luck proving it to a lender) or it doesn’t exist.
Either way, that number isn’t real.
Your move:
- Verify SDE against hard financial evidence.
- If it doesn’t reconcile, walk.
5. Stress Test With DSCR Math
Even if the number looks good on paper, it has to survive a DSCR stress test — basically:
“Can this business actually pay the bills and you?”
Quick math:
- Claimed SDE: $300K
- Payroll for real roles: -$100K
- SBA loan payment: -$120K
- Working capital buffer: -$20K
Net: $60K
That’s not “$300K profit.” That’s a stressed-out buyer with no cushion.
If the SDE doesn’t survive DSCR math, it’s fake.
6. Watch for “One-Time” Costs That Aren’t
“One-time” is the most abused phrase in small business deals.
Marketing overhaul, equipment repair, “family medical emergency” — if it happens every year, it’s not one-time. It’s overhead.
Example:
A gym owner adds back $45K in “one-time equipment repairs.”
Three years of statements show the same line item every year. Surprise: that’s just how much it costs to keep the treadmills alive.
Your move:
- Look at a 3-year trend line, not a broker’s pitch deck.
- If it repeats, it stays in the expense column.
Bottom Line: Real Businesses Don’t Need Fairy Dust
A real SDE holds up to math, not just marketing.
If the number depends on owner heroics, unpaid family labor, or “trust me bro” accounting — it’s not profit. It’s a mirage.
- Add-backs should clarify, not inflate.
- Owner salary isn’t optional.
- Bank statements don’t lie.
Disclaimer
This article is for informational purposes only and does not constitute financial, legal, or investment advice. Always consult with a qualified professional before making any acquisition decisions.
Avery Hastings, CPA
Avery Hastings, CPA is based in Tokyo and helps first-time buyers cut through noise, stress-test cash flow, and avoid overpaying for small businesses.
