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The sample spread

Harrow Creek Mechanical is a fictional HVAC company, built to show what a seller's discretionary earnings (SDE) Recast actually looks like once it is run: three years of tax returns spread out, the broker's SDE, and the buyer-side number next to it, with the gap between them explained line by line. A CIM (the broker's confidential information memorandum) is not required to see this; it only takes the tax returns.

Your lender will spread the same returns and size the loan off its own number, which starts from EBITDA rather than the SDE on this page. The SBA's new rules for business buyers shows how that number is built and what it has to clear. The check that produces the numbers below is described in what Probity deal diligence checks. A recast like this is the bridge section inside a full quality of earnings report, which also adds a proof of cash, a working capital calculation and a revenue-concentration review, and costs $10,000 to $40,000 depending on the size of the business.

Buyer SDE Summary for Harrow Creek Mechanical, 2023 and 2024: SDE, SDE excluding one-time items, Buyer SDE, the broker's figure and the difference.
The Buyer SDE Summary on the sample deal, with the buyer's own estimates filled in. Fictional company.

What the full sample shows

  • Three years of the business tax return, spread line by line, side by side
  • SDE as reported by the broker's CIM
  • SDE excluding clearly one-time items
  • The buyer-adjusted SDE, with every adjustment shown separately
  • The seller bridge: the line-by-line walk from the buyer-adjusted number back to the broker's original number

Get the whole thing

All 13 pages as a PDF, the Excel workbook with live formulas, and the demo room the sample lives in, on the same fictional deal. Free, with an account.

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