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itself is legitimate, personal taxes paid should be reconstructed out of expenses 11 Retirement plan expense can often include strange conditions that are no more than owner perquisites 19 in my A Basic Guide for Buying and Selling a Company covers a plethora of potential bene t traps that buyers can fall into Pension plans need expert review for levels of funding and can represent major future liability to a new buyer if the plan is not appropriately acquired Please do not be misled by the limited number of potential areas for reconstruction My years in small business lead me to believe that I ve seen it all, but just when I say that, some new quirk seems inevitably to appear Reconstruction is the task of looking under stones to see what is hidden for tax reasons, and what might really be available for a new buyer s use Please don t accept claims on face value; require that claims be proven by documented evidence If there is no evidence, discount the claim entirely from your examination process leading to the offers or value
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Numerous schemes have been developed to make a bevy of years look like one typical and reasonable year s performance; that s all weighting the cash streams is about They all seem to do the job, but I m hooked on the following because it s simple and works well
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Hypothetical Example Reconstructed pro t from 1998 ($150,000) Reconstructed pro t from 1999 ( 153,000) Reconstructed pro t from 2000 ( 147,000) Reconstructed pro t from 2001 ( 163,000) (1)* (2) (3) (4) 10* $ 150,000 306,000 441,000 652,000 $1,549,000
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*Indicates that oldest year receives lowest weight and that the total of the years is ten
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$1,549,000 divided by ten years equals an annual weighted cash stream of $154,900 The next test is eyeballing the weighted stream to see whether it makes sense in terms of what the four years produced In this case, the weighted number is between 2000 and 2001 and seems to be about right 2000 was down below the prior years, but 2001 was above all four years Only the facts of the case can tell us whether 2001 was a
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quirk year or if the business was taking off My companion book, A Basic Guide for Buying and Selling a Company, does go into technical detail for those of you who want more information You cannot move a 200-ton stone with a wee stick If a wee stick is all that you have, you must nd a smaller rock to move if you want to move at all Keep your perspective in line with your tools and you ll all do better deals Our greatest weariness comes from work not done
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As mentioned earlier, there are no doubt as many formulas and approaches as there are valuation practitioners Some are complex, deserve to remain in the abodes of experts, and do not t the periodic buyer s and seller s use Formulas need be no more dif cult in everyday use than to estimate risk in four basic elements: 1 Business risk Will the companies that you are buying or selling experience hard times, or even go under Will competition put asunder well-laid plans 2 Market risk Will changes in the economy cause these businesses to gain or lose value 3 Interest-rate risk Will interest rates go up, causing the market values of your companies to decline If you plan to hold companies for longer periods, will dropping rates eventually allow you to re nance debt 4 Liquidity risk When you want to sell businesses, will there be ready markets for them In one respect, buying and selling a closely held enterprise is really no different than how one might consider investments in a stock market Principles of sound investment are very important considerations, but I m not convinced that the average small-company buyer or seller views purchase and sale in that manner Many formulas attempt to measure these investment criteria along with the businesses themselves; however, it seems evident that is less the case with participants per se Estimating business value is both elusive and theoretical in concept Theoretical in that value is not real until a transaction between ready,
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