Introduction 1
About This Book 1
Conventions Used in This Book 2
What You’re Not to Read 3
Foolish Assumptions 3
How This Book Is Organized 4
Part I: What Business Valuation Means 4
Part II: Getting Familiar with Valuation Tools, Principles, and Resources 4
Part III: If You’re Selling a Business 4
Part IV: If You’re Buying a Business 5
Part V: Don’t Try This at Home! Turning Things Over to the Valuation Experts 5
Part VI: The Part of Tens 5
Icons Used in This Book 6
Where to Go from Here 6
Part I: What Business Valuation Means 7
Chapter 1: The Value of Understanding Business Valuation 9
Basic Tenets and the Importance of Valuation for Businesspeople 10
Value differs from price 10
Planning drives value 10
No two valuations are exactly alike 11
Valuation isn’t a one-time deal 12
The Basic Building Blocks for Calculating Value 12
Discount and capitalization rates: The numbers that really matter 13
Doing your homework: Due diligence 13
How rule of thumb enters into business valuation 14
Getting Expert Help 15
The Move toward Intangible Asset Valuation 16
Family Businesses: Important Valuation Targets 16
Chapter 2: What Triggers a Business Valuation? 19
Exploring Reasons for Wanting a Business 20
It’s time for a new career 20
You’re fulfilling a dream 21
You’re taking advantage of a strategic opportunity 22
You’re buying a business to pass on to your heirs 23
Shaking the Money Tree: How Lenders Make Thorough Valuation a Necessity 24
Borrowing to buy a business: What lenders want to see 25
Preparing for mergers and other big-money deals 26
Seeking new or continued funding for an existing business 27
Attracting public or private investors 27
What If You Want — or Need — to Sell a Business? 28
Doing some smart estate planning 28
Reaching retirement 29
Letting the kids take over 29
Facing threats from market forces 30
Separating from a co-founder or partner 30
Dealing with divorce 32
Exit Plans: Writing the Ending 32
Who benefits from an exit plan? 33
When should an exit valuation be done? 33
Chapter 3: Understanding the Tangibles and Intangibles of Business Valuation 35
Examining Your Reasons for Valuing This Business 36
Introducing Standards of Value 37
The mother of all standards: Fair market value 38
Perceptions of investment value 38
The fundamentals of intrinsic value 39
Going over going-concern value 39
Liquidation value 40
Adjusting or Normalizing a Financial Statement 41
Other Considerations: Science Meets Art 42
Adding business and economic news 42
Folding in tangible assets 43
Drawing valuation conclusions with intangible assets 43
Chapter 4: Approaches and Methods — Basic Theories of the Valuation Process 45
A Step-by-Step Overview of the Valuation Process 47
Risky Business: Gauging Circumstances for the Best Results 49
Understanding the different approaches 50
Calculating risk and its relationship to present value 55
Using discount and capitalization rates and income valuation methods 56
Chapter 5: The Challenge of Valuation in a Knowledge Economy 61
Moving from a Hard-Asset to an Intangible-Asset Economy 61
Reviewing types of assets 62
Recognizing the increasing value of intellectual property 63
Determining the Value of a Company Based on Ideas 64
The importance of real, documented income 64
What strategic buyers and lenders want to see 66
Reaching Intangible Value 67
Taking a stab at brand valuation 67
Recognizing customers as valuation drivers 69
Preserving Your Knowledge Business for the Future 70
Shaky times: When the founder’s brain leaves the building 70
What owners need to do: Planning ahead 71
Part II: Getting Familiar with Valuation Tools, Principles, and Resources 73
Chapter 6: Getting Familiar with a Typical Valuation Report 75
What a Valuation Report Is Supposed to Do 76
Outlining a Typical Valuation Report 76
Cover 77
Valuation summary 77
Valuation assignment 80
Economic outlook 81
Industry outlook 82
Business overview 83
Conclusion of value 85
Appendixes 86
Chapter 7: Meeting the Supporting Players in the Valuation Process 87
Getting Help in Valuing Your Business 87
Recognizing situations that call for valuation experts 89
Finding the experts you need 90
Seeking the qualities your experts should have 91
Appraising What Appraisers Do 92
How appraisers are trained and certified 93
What appraisers cost 95
How to examine a business appraiser’s work process 96
What to ask a prospective business appraiser 97
Taking Account of Accountants 98
How accountants are trained 99
How accountants are certified 100
What accountants cost 101
How to examine an accountant’s work process 102
What to ask a prospective accountant 102
Hiring Advocacy: Attorneys 103
How attorneys are trained and certified 104
What attorneys cost 105
How to examine an attorney’s work process 105
What to ask a prospective attorney 105
Brokers: One-Stop Valuation and Sale Services 106
How business brokers are trained and certified 107
What business brokers cost 108
How to examine a broker’s work process 108
What to ask a prospective business broker 108
Chapter 8: Understanding Financial Statements 111
Gathering the Financial Data You Need 112
Looking into Support Data 112
External data 112
Internal data 113
Taking a Look at Financial Statements 114
The balance sheet 114
The income statement 118
Statement of retained earnings 122
Cash-flow statement 123
Ratios and formulas for valuation 126
Chapter 9: Using Rule-of-Thumb Valuations for Mom-and-Pop Businesses 131
What Rules of Thumb Do in Business Valuation 132
2008 Rules of Thumb from the Business Reference Guide 133
Full-service restaurants 133
Bars 135
Gift shops 137
Medical practices 138
Auto repair shops 140
Day-care centers for children 142
Dry cleaning 144
Coin laundries 146
Bookstores 149
Bed-and-breakfasts 149
Part III: If You’re Selling a Business 153
Chapter 10: Making Sure You’re Ready to Sell 155
Understanding Why Timing Is Important 156
Examining the Motivations behind a Potential Business Sale 156
Anticipating the owner’s retirement 158
The kids are taking over! 158
Weighing the possibility of a merger or acquisition from a friendly suitor 159
Changing market conditions are threatening a company’s future 159
Bringing Valuation into the Picture before You Bring In the Buyers 159
Providing a reality check 160
Transparency: Preparing for a sale 161
Heading off problems to increase value 162
Determining the Kind of Transaction You Want 165
Outright sale 166
Employee stock ownership plan (ESOP) 166
Ownership transfer to key family members 166
Chapter 11: Deciding What to Do about the Family Company 167
Planning for the Worst Possible Scenario 168
Examining the State of the Family Business 169
Specific characteristics of family companies 169
How families hurt the value of their businesses 170
Why “equal” in a family business isn’t always fair 174
Getting Your Family Down to Business 175
Following a phased-in approach 176
Addressing the fairness question head-on 178
Setting up the best plan for the generations 178
Chapter 12: Due Diligence on the Sell Side 181
Looking at Why a Seller Has to Do Due Diligence 181
Understanding the Three Stages of Due Diligence 183
Tricks of the Trade: Collecting and Exchanging Information 184
Gathering your own company data 184
Protecting your company with a confidentiality agreement 187
Chapter 13: Case Study: Valuation on the Sell Side 189
Heading Off Common Valuation Disasters 190
Writing down your wishes 190
Making sure that your records are adequate 191
Taking time to plan 192
Considering confidentiality 192
Setting Up Your Prevaluation Plan 192
Finding the problems 193
Analyzing the prevaluation 195
Performing the Valuation 196
Taking valuation from fantasy to reality 196
Checking the structure of the deal 200
Looking at an example of a deal in progress 201
Part IV: If You’re Buying a Business 203
Chapter 14: How Do You Know Whether You’re Ready to Buy? 205
Knowing What Typically Drives a Business Purchase 205
Getting Ready to Buy 206
Tackling challenges unique to buyers 207
Looking at whether the business is right for you 208
Evaluating a failing business 209
Understanding how the mating process (typically) works 211
Restarting the Value Process 213
Chapter 15: Moving from Valuation to Negotiation 215
Knowing What Valuation Does for the Dealmaking Process 216
Identifying potential pitfalls and opportunities 216
Timing the purchase well 216
Minimizing emotional shocks 217
Getting Ready to Meet the Seller 217
Recognizing window dressing 218
Remembering motives 218
Knowing what sellers want 219
Let’s Make a Deal: Negotiating 219
Deciding whether to handle negotiations yourself 219
Getting ready to negotiate 220
Understanding what you should do in negotiation 222
Working with someone who’s negotiating for you 223
Chapter 16: Due Diligence on the Buy Side 225
Seeing What Due Diligence Means in Practice 225
Looking at the Unoffi cial First Stages of Due Diligence 226
Researching the company 227
Consulting your family and the pros 228
The Informational Game Plan: Cracking the Books (and the Internet) 229
Gathering the Company’s Data 231
Knowing which questions to ask about the target company 232
Checking with the company’s departments 233
Collecting Outside Data about Your Industry and the Economy 235
Chapter 17: Forensic Accounting and the Due Diligence Process 239
Understanding Forensic Accountants 239
Characterizing a qualifi ed forensic accountant 240
Recognizing situations that link forensic accounting and valuation 243
Comparing Basic and Forensic Accounting 246
Recognizing Business Situations That Trigger Forensic Accounting 247
Doing a Forensic Accounting Test 248
Looking at Forensic Accounting Case Studies 249
Chapter 18: Case Study: Valuation on the Buy Side 251
Being Frank: Selecting an Industry 251
Doing Research in Advance 252
Contacting the Target 253
Negotiating the quick-and-dirty valuation stage 253
Knowing when to talk and when to hang up 254
Moving on to Company Number Two 254
Seeing How Failing to Consult an Advisor Can Cost You 255
Knowing when to involve advisors 255
Encountering problems 256
Seeing what could’ve been done 258
Checking Benchmarking Data 258
Understanding Deal Structure 259
Part V: Don’t Try This at Home! Turning Things Over to the Valuation Experts 261
Chapter 19: Divorce 263
Doing Estate Planning Regardless of Marital Status 263
Planning Prenuptial and Postnuptial Agreements 264
Breaking down a prenuptial agreement 265
Creating a postnuptial agreement 267
Seeking the Correct Professionals 267
Looking at What Happens to a Family Business in Divorce 268
State laws on splitting property 270
The marital balance of power 271
Determining the Business Value in a Divorce 272
Keeping Valuation Dates in Mind 273
Chapter 20: Estate Planning and Gifting 275
Succession Planning: A Critical Part of Business Planning 276
Considering Family Matters 276
Anticipating problems 276
Considering blended and nontraditional families 277
Creating contingency plans for relatives who renege 278
Creating a Succession Plan 279
Creating an Estate Plan 280
Finding the Experts You Need for Estate Planning 281
Fitting Buy/Sell Agreements into Estate Planning and Valuation 282
Taking Gifting into Consideration 283
Gifting strategies 283
Gifting techniques 284
Chapter 21: Attracting Outside Investors to Your Startup 287
Exploring Your Startup Resources 288
Seeing How Valuation Professionals Work with Startups 290
Creating the Starting Point: The Business Plan 291
Working with Investors 292
Angel investors 293
Venture capitalists 294
IPO investors 295
Part VI: The Part of Tens 297
Chapter 22: Ten Reasons to Consider a Prenup 299
It Gets You to Talk Honestly about Money at the Start of a Marriage 300
Your Life’s Work Shouldn’t Go down the Drain 300
If Both Spouses Have Sacrificed to Build the Business, They Need to Share 301
The Working Spouse Shouldn’t Lose the Business Entirely 302
Kids from Earlier Marriages Need Protection 302
Kids from Your Next Marriage Need Protection, Too 304
Planning for Worst-Case Scenarios Is a Good Habit 304
Your Business and Personal Finances Really Are Connected 305
Family Legacies Need Protection 305
When a Marriage Ends, a Prenup (Or Postnup) Can Save You Both Money 306
Chapter 23: Ten Questions to Answer Before Considering a Partnership Agreement 307
Who Will Be in the Partnership? 308
How Much Capital Does Each Partner Have to Kick In at the Start? 308
How Will Decisions Be Made? 309
Do You Have a Plan for Resolving Disputes? 309
How Will the Firm Admit New Partners? 310
How and When Will Profits — or Losses — Be Shared? 310
What Happens If a Partner Leaves or Dies? 311
How Will the Partnership Be Sold or Dissolved? 311
How Will Legal Disputes inside and outside the Partnership Be Handled? 312
Will Noncompete Issues Be Covered? 312
Chapter 24: Ten Things to Consider Before Transforming Your Company Into an ESOP 313
Research How ESOPs Are Created 314
Understand Why ESOPs Are Attractive in Certain Situations 314
Know How the Tax Advantages Work 315
Examine How Valuation Comes In 316
Get a Handle on Your Launch Steps 316
Prepare for Preparation Costs 317
Get Ready to Train Next-Generation Leadership 317
Plan Ongoing Training for Employees 318
Estimate ESOP Costs after Launch 318
Realize That ESOPs Can Fail 318
Glossary 319
Index 327
