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Abrams - How to Value Your Business and Increase Its Potential

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What is value? -- Valuation approaches: how we value a business -- Forecasting sales and economic net income -- Defining and measuring economic cash flow -- Discounting to present value -- Valuation using the Gordon model -- Sample discounted cash flow valuation -- Adjusting for control and marketability -- Increasing the value of your business -- An appraisers perspective on valuation for sale -- A business intermediarys perspective / Jim Levy -- An investment bankers perspective / Michael Kane -- Venture capital 101 / Bruce Taragin -- Selling your business: tax considerations and strategies / David C. Boatwright -- Valuation controversy: An IRS perspective / Howard A. Lewis.

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HOW TO VALUE YOUR BUSINESS AND INCREASE ITS POTENTIAL

JAY B. ABRAMS, ASA, CPA, MBA

To my parents my wife and my children who have supported me believe in me - photo 1

To my parents, my wife, and my children, who have supported me, believe in me, and root for me.

Copyright 2005 by The McGraw-Hill Companies Inc All rights reserved Except - photo 2

Copyright 2005 by The McGraw-Hill Companies, Inc. All rights reserved. Except as permitted under the United States Copyright Act of 1976, no part of this publication may be reproduced or distributed in any form or by any means, or stored in a database or retrieval system, without the prior written permission of the publisher.

ISBN 978-0-07-143564-2
MHID 0-07-143564-6

The material in this eBook also appears in the print version of this title: ISBN 978-0-07-139520-5, MHID 0-07-139520-2.

All trademarks are trademarks of their respective owners. Rather than put a trademark symbol after every occurrence of a trademarked name, we use names in an editorial fashion only, and to the benefit of the trademark owner, with no intention of infringement of the trademark. Where such designations appear in this book, they have been printed with initial caps.

McGraw-Hill eBooks are available at special quantity discounts to use as premiums and sales promotions, or for use in corporate training programs. To contact a representative please e-mail us at bulksales@mcgraw-hill.com.

This publication is designed to provide accurate and authoritative information in regard to the subject matter covered. It is sold with the understanding that neither the author nor the publisher is engaged in rendering legal, accounting, futures/securities trading, or other professional service. If legal advice or other expert assistance is required, the services of a competent professional person should be sought.

From a Declaration of Principles jointly adopted by a Committe of the American Bar Association and a Committee of Publishers

TERMS OF USE

This is a copyrighted work and The McGraw-Hill Companies, Inc. (McGraw-Hill) and its licensors reserve all rights in and to the work. Use of this work is subject to these terms. Except as permitted under the Copyright Act of 1976 and the right to store and retrieve one copy of the work, you may not decompile, disassemble, reverse engineer, reproduce, modify, create derivative works based upon, transmit, distribute, disseminate, sell, publish or sublicense the work or any part of it without McGraw-Hills prior consent. You may use the work for your own noncommercial and personal use; any other use of the work is strictly prohibited. Your right to use the work may be terminated if you fail to comply with these terms.

THE WORK IS PROVIDED AS IS. McGRAW-HILL AND ITS LICENSORS MAKE NO GUARANTEES OR WARRANTIES AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF OR RESULTS TO BE OBTAINED FROM USING THE WORK, INCLUDING ANY INFORMATION THAT CAN BE ACCESSED THROUGH THE WORK VIA HYPERLINK OR OTHERWISE, AND EXPRESSLY DISCLAIM ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. McGraw-Hill and its licensors do not warrant or guarantee that the functions contained in the work will meet your requirements or that its operation will be uninterrupted or error free. Neither McGraw-Hill nor its licensors shall be liable to you or anyone else for any inaccuracy, error or omission, regardless of cause, in the work or for any damages resulting there from. McGraw-Hill has no responsibility for the content of any information accessed through the work. Under no circumstances shall McGraw-Hill and/or its licensors be liable for any indirect, incidental, special, punitive, consequential or similar damages that result from the use of or inability to use the work, even if any of them has been advised of the possibility of such damages. This limitation of liability shall apply to any claim or cause whatsoever whether such claim or cause arises in contract, tort or otherwise.

Contents

PART ONE
BUSINESS VALUATION

PART TWO
THE SALE AND FINANCING OF A BUSINESS

Jim Levy

Michael Keane

Bruce Taragin

David C. Boatwright

Howard A. Lewis

Acknowledgments

I want to express my most profound appreciation to my parents, as their unceasing support above and beyond the parental call of duty brings me to tears. I am grateful to my father, Leonard Abrams, who taught me how to write, and to my mother, Marilyn Abrams, who taught me mathematics. I express my deep gratitude to my wife, Cindy, who believes in me, and to my children, Yonatan, Binyamin, Miriam, Nechamah, and Rivkah, who gave up countless Sundays with me for this book.

I am very grateful to Chaim Borevitz and Linda Feinholz, who edited every one of my chapters and who coached me to transform my writing to a much more user-friendly style, caught my mistakes, and made significant contributions to the thought that permeates this book.

I thank Daniel Jordan for his help in editing several chapters.

I am grateful to my contributors, every one of whom worked very hard to communicate their expertise to you. They all have produced excellence. In particular, I thank my contributors whose work would have appeared in this book had space permitted. Instead, their work is available to you as supplementary material on my website, www.abramsvaluation.com, under Books: How to Value Your Business and Increase Its Potential Thus I thank Linda Feinholz, Dan OConnell, Jim Stump, Ed Schuck, Penelope Roeder, and Jim Ward.

I am grateful to my lovely, sweet editors, Kelli Christiansen, Ann Wildman, and Ela Aktay, who have all been patient and a delight to work with. Ela was my editor on my first book, as well as the beginning of this one. I express my gratitude to Jeffrey Krames and the McGraw-Hill team for believing in me a second time.

I thank Dr. Shannon P. Pratt for his very helpful comments on my book. Dr. Pratt is a legend in the valuation profession, and it was an unexpected great honor that he provided me with edits.

I am always grateful to my great teachers, Mr. Tsutomu Ohshima and Christopher Hunt. They modeled power and integrity and helped me draw forth my best.

Introduction
MY ASSUMPTIONS ABOUT THE READER

How to Value Your Business and Increase Its Potential will teach you just that: How to value your business quick and dirty, and how to manage it to increase its worth. I have written it primarily for business owners, but others can also benefit. Here are some of my assumptions about the reader:

If youre not currently thinking of selling your business, you are nonetheless curious about how much it is worth now, and very curious about what its worth will be when you reach retirement age.

If youre thinking about selling your business now, you are burning with curiosity about its value. This is true as well if you are considering buying a business. This book will help you calculate the right price in both cases.

Most of you are uninterested in business valuation as a science and as an art form and would prefer to get the easy version of the math rather than the complete version. A few of you want the hard stuff. Therefore, I have attempted to keep mathematics out of at least the text as much as possible. Thus, the math youll find in the chapters is there because its necessary. Optional mathematics for quantitative connoisseurs appears in the appendixes and occasionally in documents you can retrieve on my Web site.

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