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The heart of valuing the family-owned or closely held business is found through understanding the operating objectives of its owner/managers For until objectives are de ned, valuation assignments are unlikely to arrive at predictable estimates of fair market values Determining speci c operations and operating philosophies; recasting-out items unrelated to true business needs; determining values in hard assets; ascertaining overall economic conditions in the businesses, in the related industries, and in the national, regional, and local impacts on these businesses all are included in the broad-based task we are about to cover We will then tie these data into marketplace realities However, before proceeding I must once violate my nolo contendere position on moral ethics: To believe in claims unsupported by visual fact is an act of foolish courage! Business valuations for closely held small companies are either acts of exorcism, or acts of examination, or both The long-overdue discussion between psychology and business valuation has begun True examination of closely held enterprise compels exploration of the paradoxical human psyche (not presented in the complex terms of the psychologist) I trust we all know the terms cause and effect To study comparable sales (as appraisers coin market data) is to study effect To study human psyche, however, is to study cause Effect records yesterday s happenings, but cause allows us to look into tomorrow s events In this book I present a sample of some of the scienti c techniques used to value 10 different types of businesses I say some because I don t know them all, and because each practitioner employs base formulas in different ways, often modi ed by his or her own perceptions in formula use Because of the art form necessary to conduct the closely held business valuation especially, the key to successful estimating rests in the user, not the formula itself Causal behavior, sometimes subliminally, is interwoven throughout the book It is my hope that the reader, who will most likely be a periodic practitioner, will bene t both through enhanced uses of the formulas and in practical applications for negotiating the small-company purchase and sale In Appendix A, I conclude with my own answers to a practice exercise embodied within the text (one concerning a business that was sold at arm s length) This book is a companion to A Basic Guide for Buying and Selling a Company And as with its companion, that rascal perception must be equally handled For nearly all that we do in life, perception, even of the facts, is still the name of the game Thus, I repeat from the former Yegge s scoring rules for success As you read and/or complete your own exercise, please take caution
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not to throw the baby out with the wash water As you will learn, how small companies can be nanced affects estimated prices Beyond the art form, price estimates are also molded by their restricting terms The information technology era has brought about a need for a change in mind-set not formulas for valuation tactics The breathless overcon dence of observers, investors, and founders alike led to mass failure for dot-com businesses With all the brightest minds taking bows, as the curtain came down, the talent issue none other has proved to be the Achilles heel In 23, learn what we missed how to avoid compounding the overvaluation practices of the past Wilbur M Yegge Naples, Florida March 2001 For to win one hundred victories in one hundred battles is not the acme of skill To subdue the enemy without ghting is the acme of skill
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True victory is not defeating an enemy True victory gives love and changes the enemy s heart
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Setting the Stage This Business of Valuing Small, Closely Held Companies
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Mary said to me, I got a deal! I bought X and I paid Y dollars for it! My perception of her deal compelled me to say, You paid what ! As you already know, each person s observation of the same event can normally be counted upon to be quite different This, of course, is true about value in small companies We must let go of old assumptions that we know how things work regarding price and value in small, closely held companies We really don t For one thing, the earmarks of entrepreneurs are their independence and nonconformance with traditional practices Quite frequently, they will be found never agreeing on anything from the past For another, they are not bound by the decisions passed down by a corporate board of directors The model de nition of fair market value used by most professional appraisers tends to revolve around several connected de nitions provided in Black s Law Dictionary The terms cash market value, fair market value, reasonable market value, and fair cash market value are substantially synonymous terms and mean the highest price the property would bring free of encumbrances, at a fair and voluntary private sale for cash At rst blush, this crisp and straightforward concept seems rather easy to understand I d now like you to read this same de nition with its inherent conceptual fallacy exposed and, also, present it in the light of the smallcompany transaction Fair market value (FMV) is not designed with any particular individual in mind, nor the real transaction for that matter FMV is a hypothetical value for the model transaction The governing conditions in this ideal concept are full knowledge and freedom to act But in reality, these ideal conditions are rarely present Emotional
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