Search Fund

    How to value a small business for sale

    August 18, 2026 · By Jonathan Bates · U.S. Navy

    How to value a small business for sale

    Most buyers guess at valuation. They look at asking price, compare it to revenue, and decide if it "feels right." That is not a method. It is how you overpay.

    The actual method takes about 30 minutes once you have the financials. Three earnings bases. Three multiples. One blended number. According to BizBuySell's 2025 Insight Report, the average small-business sale closed at a 2.61x cash flow (SDE) multiple and a 0.69x revenue multiple across 9,586 closed transactions. Those are not targets. They are the median outcome when buyers do not know what they are doing.

    You can do better. Here is how.

    Start with the earnings base

    Valuation starts with picking the right base. Get this wrong and the multiple is meaningless.

    Three bases matter:

    Seller's Discretionary Earnings (SDE). This is operating profit plus the owner's salary, benefits, and personal expenses added back. It measures what one owner-operator takes home in a year. It is the right base for businesses under roughly $2M in value, where the buyer will run the business themselves and replace the seller entirely. See our breakdown of how SDE is calculated for the full add-back methodology.

    EBITDA. Earnings before interest, taxes, depreciation, and amortization, with no owner add-backs. EBITDA assumes a management team is already in place or that the buyer will hire one. A company with $500K in SDE might show only $280K in EBITDA because EBITDA includes a market-rate salary for the position the owner fills. Once deals cross $2M in value, buyers switch to EBITDA because the business is no longer priced around one person's labor.

    Revenue. Gross top-line sales before any expenses. Useful as a sanity check and for certain asset-light businesses, but rarely the primary method in main-street transactions. The 0.69x revenue average from BizBuySell reflects deals where revenue multiple was relevant. Most small-business acquisitions ignore it entirely.

    The multiples the data actually supports

    Multiple ranges are not arbitrary. They come from transaction databases. IBBA's Q3 2025 Market Pulse survey reports median multiples by deal size:

    Under $500K value: 2.0x SDE. Between $500K and $1M: 2.5x SDE. Between $1M and $2M: 3.0x SDE. Between $2M and $5M: 4.0x EBITDA. Above $5M: approximately 6.5x EBITDA.

    The pattern is consistent across every dataset. Larger businesses earn higher multiples. The reason is straightforward. A $3M EBITDA business has more customers, fewer single points of failure, and draws a larger buyer pool. More competition for the asset drives the price up. A $150K SDE business depends on one owner who knows every customer by name. That concentration is risk. Risk lowers the multiple.

    Industry matters too. BizBuySell's industry breakdown shows service businesses near $1M revenue at roughly 3x SDE, while restaurants under $500K often trade below 1.5x. Aventis Advisors' 2025 SaaS report puts the private SaaS median at 3.8x EV/revenue, up from 2.9x the prior year. Software earns a revenue multiple that a service business cannot, because software revenue is recurring and requires no incremental labor to deliver.

    What moves the multiple up or down

    The IBBA bands are medians. The actual multiple on any deal sits somewhere in a range. What determines where?

    Customer concentration. One customer representing more than 20% of revenue is a risk flag. It moves the multiple toward the low end of the band. Lenders notice it. So do buyers who do the work.

    Owner dependence. If the seller is the relationship, the technician, and the sales rep, buying the business means buying a job. Some buyers want that. Most search fund operators do not. Owner-dependent businesses trade at discount to peers with documented processes and a capable management layer.

    Revenue trend. Trailing twelve months matter more than the last full fiscal year if the business is growing. A business with $400K SDE on a rising trend justifies a 3.0x multiple better than one with $500K SDE declining for two years. Buy the trend, not the peak.

    Documentation quality. Clean books command a premium. A business with audited or reviewed financials, clear add-backs, and documented recurring revenue closes faster and at a higher multiple than one where the seller reconstructs the income statement from a shoebox.

    Industry tailwinds. Businesses in sectors with structural demand growth (HVAC, plumbing, healthcare services, government contractors) attract more buyers and sustain higher multiples than businesses in declining sectors regardless of current profitability.

    Run three methods. Blend the result.

    No single method is the answer. Good buyers run all three and compare.

    Take the BizBuySell 2025 median deal: $703,000 in revenue, $158,950 in SDE, roughly $115,000 in EBITDA (after deducting a market-rate owner salary). At the 2025 transaction averages:

    Revenue method: 0.69x times $703,000 equals $485,000. SDE method: 2.61x times $158,950 equals $415,000. EBITDA method: 3.0x times $115,000 equals $345,000.

    Blended midpoint: approximately $415,000.

    The revenue method flatters the business. The EBITDA method reflects the operator-buyer's floor. The SDE method lands in the middle and is the most relevant for a transaction at this size. When all three methods converge near the same number, the valuation is defensible. When they diverge sharply, dig into why.

    A quick check from the Stanford Graduate School of Business Search Fund Primer confirms: operator-buyers in the lower-middle market anchor to EBITDA multiples and use SDE multiples as a cross-check on smaller deals. The goal is to understand the business well enough to defend a price in front of a seller, an SBA lender, and a QoE firm.

    The operator's negotiation edge

    Most sellers believe their business is worth more than the data supports. That is not dishonesty. It is attachment. They built it. They see the upside. They remember the hard years.

    When you walk in knowing the IBBA band for this industry and deal size, knowing the BizBuySell transaction median, and knowing exactly why this specific business sits at the low end of the range (or why it deserves a premium), the conversation changes. You are not negotiating against gut feel. You are presenting data.

    Sellers who want a clean exit to a buyer who will treat the business and the employees well will listen. Present a well-reasoned offer with specific comps and a clear rationale for the multiple. That is more persuasive than a lowball and a silence.

    One practical rule from FE International's 2025 brokerage summary: the midpoint of the defensible range is rarely the opening offer. Open 10 to 15 percent below the midpoint. Leave room for the seller to win the negotiation while you still pay a fair price.

    The number that matters most

    Valuation is not the destination. It is the entry point for underwriting whether you can service the debt, pay yourself, and still generate a return.

    An experienced operator does not ask "what is this business worth?" They ask: at this price, with this debt structure, can I cover the note, run the business properly, and generate enough free cash flow to make ownership worth the risk?

    The multiple matters. The cash-on-cash return matters more.

    Know the multiples. Do the math. Then decide whether the deal works.

    Frequently Asked Questions

    What multiple should I use to value a small business under $500K?

    For businesses valued under $500K, use SDE (Seller's Discretionary Earnings) as the base. IBBA's Q3 2025 Market Pulse data shows the median multiple for this size band is 2.0x SDE. Businesses in stable industries with clean books can push toward 2.5x; those with concentration risk or declining revenue sit closer to 1.5x.

    When do you switch from SDE to EBITDA in small business valuation?

    The switch happens around $2M in business value. Below that level, SDE is the standard because the buyer typically replaces the owner. Above $2M, EBITDA applies because the business has a management team or the buyer will hire one. IBBA data confirms this inflection: deals under $2M use SDE multiples of 2.0x to 3.0x, while deals from $2M to $5M use EBITDA multiples starting at 4.0x.

    What is the average sale price of a small business in 2025?

    According to BizBuySell's 2025 Insight Report covering 9,586 closed transactions, the median sale price was $350,000 on median SDE of $158,950 and median revenue of $703,000. The average SDE multiple was 2.61x and the average revenue multiple was 0.69x. These are medians across all industries, so sector-specific data will vary.

    What factors increase the valuation multiple for a small business?

    Multiples increase when a business shows diversified customers (no single customer above 20% of revenue), documented recurring revenue, a management team that does not depend on the owner, clean audited financials, and operation in a sector with structural demand growth. Each factor reduces buyer risk, which supports a higher multiple.

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