Sample Business Valuation Report - ValuAdder

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Certified Business Appraisals, LLCBusiness Valuation ReportPrepared for:John DoeClient Business, Inc.1 Market WayYour Town, CAApril 1, 20211 Market Street Suite 100 Anytown, CA 95401Web: www.yourdomain.com Tel 1-999-BUS-NESS Email appraisals@yourdomain.comCreated by ValuAdder Report Builder. Copyright 2021 Haleo Corporation. All rights reserved.

Table of ContentsDescription of the Appraisal Assignment . 6Standard and Premise of Value . 6Scope of the Report . 6Information Sources . 7Business Description . 8Industry Overview . 9Financial Statement Reconstruction and Forecasts. 10Business Valuation Approaches and Methods . 16Asset-Based Business Valuation Results . 18Market-Based Business Valuation Results . 20Income-Based Business Valuation Results . 24Conclusion of Business Value. 28Business Value and Selling Price Considerations . 29Business Price Justification. 31Statement of Limiting Conditions . 34Appraiser Credentials and Certification . 36List of Abbreviations . 382Created by ValuAdder Report Builder. Copyright 2021 Haleo Corporation. All rights reserved.

List of TablesTable 1. Income Statement Reconstruction . 12Table 2. Income and Expense Forecast . 13Table 3. Balance Sheet Reconstruction . 14Table 4. Additional Balance Sheet Related Items . 15Table 5. Equity Discount Rate Build Up . 19Table 6. Business Valuation Multiples . 21Table 7. Business Value Estimation using Multiples . 22Table 8. Business value estimation using Rules of Thumb . 23Table 9. Seller's Discretionary Cash Flow calculation . 25Table 10. Business Valuation Factors selection . 26Table 11. Conclusion of Business Value . 28Table 12. Business Sale assumptions . 323Created by ValuAdder Report Builder. Copyright 2021 Haleo Corporation. All rights reserved.

John DoeClient Business, Inc.1 Market WayYour Town, CAApril 1, 2021Re: Appraisal of Client Business, Inc.Dear Mr. Doe,We have been engaged to estimate the fair market value of thebusiness enterprise known as Client Business, Inc. as of April 1,2021 for the purpose of offering the subject business for sale. Atyour request, rather than preparing a self containedcomprehensive report, we have provided a restricted appraisalreport, which is advisory in nature and intended to be used foroffering the subject business for sale. Please refer to thestatement of limiting conditions contained in the report.For the purposes of business appraisal, fair market value isdefined as the expected price at which the subject business wouldchange hands between a willing buyer and a willing seller, neitherbeing under a compulsion to conclude the transaction and bothhaving full knowledge of all the relevant facts.We have appraised a fully marketable, controlling ownershipinterest in the assets of the subject business. The appraisal wasperformed under the premise of value in continued use as a goingconcern business enterprise. In our opinion this premise of valuerepresents the highest and best use of the subject business assets.Based on the information contained in the report that follows, it isour estimate that the fair market value of Client Business, Inc. is:Business Enterprise Value: 1,191,702The Business Enterprise Value includes inventory, furniture,fixtures and equipment, and all intangible assets, includingbusiness goodwill. It excludes cash, or cash equivalents, accountsreceivable, real estate, non-operating assets and all businessliabilities. The valuation is subject to the information provided tous as well as the assumptions and financial data which appear inthe report.4Created by ValuAdder Report Builder. Copyright 2021 Haleo Corporation. All rights reserved.

We have no obligation to update this report or our conclusion ofvalue for information that comes to our attention after the date ofthis report.We have appraised the subject business in accordance with theUniform Standards of Professional Appraisal Practice (USPAP) aspromulgated by the Appraisal Foundation and the InternationalValuation Standards (IVS) published by the International ValuationStandards Council.This business appraisal follows the requirements of a valuationengagement, as that term is defined in the American Institute ofCertified Public Accountants Statement on Standards for ValuationServices No. 1 (SSVS No. 1).Sincerely,Jane Analyst, Senior Valuation Analyst, ASA, CBA, MBAPartner, Certified Business Appraisals, LLC5Created by ValuAdder Report Builder. Copyright 2021 Haleo Corporation. All rights reserved.

Description of the Appraisal AssignmentCertified Business Appraisals, LLC has been retained by Mr. JohnDoe to estimate the fair market value of Client Business, Inc. on amarketable, controlling ownership basis as of April 1, 2021.The purpose of this appraisal is solely to provide an independentvaluation opinion in order to assist Mr. Doe in offering the subjectbusiness for sale. As such, this restricted appraisal report isintended for use by Mr. Doe only.This valuation engagement was conducted i n accordance with theUniform Standards of Professional Appraisal Practice (USPAP),International Valuation Standards and AICPA SSVS No. 1. Theestimate of business value that results from this valuationengagement is expressed as a conclusion of business value,elsewhere in this Detailed Report.Standard and Premise of ValueThis appraisal report relies upon the use of fair market value asthe standard of value. For the purposes of this appraisal, fairmarket value is defined as the expected price at which the subjectbusiness would change hands between a willing buyer and a willingseller, neither being under a compulsion to conclude thetransaction and both having full knowledge of all the relevantfacts.This is essentially identical to the market value basis as it isdefined under the International Valuation Standards.The appraisal was performed under the premise of value incontinued use as a going concern business enterprise. In ouropinion this premise of value represents the highest and best useof the subject business assets.Scope of the ReportThis report is performed on a restricted report scope basis, as it isdefined in USPAP Standard 10. Specifically, the restricted report isnot an appraisal report intended for parties other than the client,nor does it seek to meet all the requirements of the RevenueRuling 59-60.6Created by ValuAdder Report Builder. Copyright 2021 Haleo Corporation. All rights reserved.

During the preparation of this report we have made certainassumptions as follows:We have not conducted a site review of the subject businesspremises, nor have we audited or otherwise reviewed the businessfinancial statements, which have been provided by the businessmanagement and its financial advisors. It was assumed that thesefinancial statements are true and accurate.Information SourcesThe following sources of information were used in preparing theappraisal:1. We conducted interviews with the Client Business, Inc.management team.2. National, regional and local economic data were compiled andreviewed. The sources used include [Note: enter your economicresearch data source references here. See valuadder.comResources Web page for source suggestions].3. Research of comparative business sale transaction data has beenperformed. This included data compilation from the [Note: enteryour data source references here] private company and publiclytraded company sale databases. The transactional data, however,is not included in this report.4. We have consulted the [Note: enter your cost of capital sourceshere] for the cost of capital data. These data were used inestimating the appropriate discount and capitalization rates.5. Business financial statements and tax records of the subjectbusiness over the most recent 4 years have been analyzed toestimate the business current performance and outlook forcontinued income generation.6. Financial statements, including the company historic IncomeStatements and Balance Sheets, have been reconstructed to7Created by ValuAdder Report Builder. Copyright 2021 Haleo Corporation. All rights reserved.

determine the business earning power and provide inputs for theselected business valuation methods.Business DescriptionThe subject business being valued is Business Services, Inc; asubchapter S corporation, incorporated under the laws of the stateof California.Business Services, Inc is located at 1 Market Way, Your Town, CA.It is engaged primarily in providing a range of managementconsulting services to a number of small and mid-size businesses.Businesses of this type are generally classified under the SIC(Standard Industrial Classification) code 8742, ManagementConsulting Services.Client Business, Inc. has been founded in 1985 at its currentlocation by Mr. John Doe. It provides a broad range of generalbusiness management and marketing advice services to localprivately held businesses.Business revenue growth has averaged 5% annually for the last 5years of operations. Client Business, Inc. enjoys a large customerbase of over 500 clients with no single client accounting for morethan 2% of its revenues.Business is generated primarily through repeat engagements withexisting clients as well as client and professional referrals. ClientBusiness, Inc. enjoys excellent client retention with 91% of theclients continuing to do business with the c ompany 3 years afterthe initial engagement.Mr. John Doe is the sole shareholder with all of the 1,000,000shares of common stock issued to date by Client Business, Inc.Mr. John Doe holds the posts of the company’s President and ChiefExecutive Officer. He also acts as the Chairman of the Board.In addition to Mr. John Doe, Client Business, Inc. employs a staffof 5 which includes a Vice President and General Manager, threeprofessional marketing consultants and an administrative assistant.8Created by ValuAdder Report Builder. Copyright 2021 Haleo Corporation. All rights reserved.

The business ownership seeks to obtain a business appraisal inorder to offer the business for sale. The General Manager who hasbeen with the business for the last 10 years plans to remain pastthe business sale. In addition, all of the skilled staff members havealso expressed interest in continuing with the business past theownership transition.Industry OverviewThe management consulting services industry, SIC 8742, has anestimated 185,732 establishments throughout the US employingsome 1,173,378 people. The industry generates the total annualsales of 171,585.1 million. An average firm produces 1,000,000in sales with a staff of 6.Firms employing 10 people or less comprise 89.8% of the totalnumber of businesses. These businesses produce about 1/3 of thetotal industry revenues.In California, there are 26,553 such establishments, a 14.3% ofthe total. The average firm generates 700,000 in annual sales andemploys 5 people.The industry continues to provide solid opportunity for growth ofsmall privately held firms. These businesses rely upon the skill andinitiative of individual professional practitioners to providedifferentiated services to their clients at competitive prices.Industry consolidation is low with the top 20 firms responsible forjust 5.3% of the industry total revenues. Through the last 5 years,the industry continued to grow at a robust 11.2% per year onaverage.[Note: include a discussion of the market factors affectingbusinesses in your specific industry. Also provide a summary of theindustry consolidation trends and growth prospects.]9Created by ValuAdder Report Builder. Copyright 2021 Haleo Corporation. All rights reserved.

Financial Statement Reconstruction and ForecastsAccurate estimation of business value depends upon the subjectbusiness financial performance. While historical financials areimportant, business value relies upon the ability of the business tocontinue producing desired economic benefits for its owners.Many closely held companies are managed to minimize taxableincome. To determine the business value accurately, thecompany's historic financial statement s, such as its IncomeStatements and Balance Sheets, generally require certainadjustments.The objective of these adjustments is to reconstruct the historicfinancial statements in order to reveal the true economic potentialand earning power of the subject business.All financial values incorporated in this Report are in USD.Earnings Basis used for Business ValuationSmall business valuation generally relies upon some measure ofbusiness cash flows as the earnings basis. The most commonlyused earnings basis measures include: Seller's discretionary cash flow (SDCF). Net cash flow.Seller's Discretionary Cash FlowA widely accepted definition of SDCF is:1. Pre-tax business net profit.2. Plus total compensation of a single owner-operator.3. Plus adjustment of all other working owners' compensation tomarket rate (manager replacement).4. Plus annual depreciation and amortization expense.5. Plus interest expense.6. Plus non-recurring expenses.7. Plus expenses not related to the business operations.This is also referred to as the Seller's Discretionary Earnings(SDE).10Created by ValuAdder Report Builder. Copyright 2021 Haleo Corporation. All rights reserved.

Net Cash FlowNet cash flow is defined as follows:1. After-tax business net profit.2. Plus depreciation and amortization expense.3. Plus decreases in working capital.4. Plus tax-affected interest expense.5. Plus preferred dividend payouts.6. Less annual capital expenditures.Sources of Company Financial InformationHistoric financial statements and forward-looking projections havebeen obtained from the subject business management and havenot been audited to confirm their accuracy. In preparing thisReport we have taken these financial statements and projections tobe true and accurate.11Created by ValuAdder Report Builder. Copyright 2021 Haleo Corporation. All rights reserved.

Reconstructed Income StatementsThe summary of the most recent annual historic IncomeStatements and the appropriate adjustments are summarized inthe table below:Historic Income / Expense Items2017201820192020 850,000 892,500 937,125 983,981 1,200 1,450 1,710 1,495Net Sales 848,800 891,050 935,415 982,486Cost of Goods Sold (COGS) 509,314 534,630 561,249 589,492Gross Profit 339,486 356,420 374,166 392,994Operating Expenses 331,032 347,509 364,812 383,170 8,454 8,911 9,354 9,824 0 0 0 0Net Pre-Tax Income 8,454 8,911 9,354 9,824Taxes 1,691 1,782 1,871 1,965Net Income 6,763 7,129 7,843 7,859Single owner total compensation 169,760 178,210 187,083 196,497Other working owners compensation 125,000 128,000 135,000 137,000Less manager replacement of otherworking owners( 75,000)( 76,000)( 80,000)( 83,000)Depreciation and Amortization expense 42,440 44,552 46,770 49,124Interest expense 12,000 14,500 15,500 13,200Non-recurring expenses 0 18,000 0 0Non-operating expenses / (income) 0 0 0 0 282,654 316,173 313,707 322,645EBITDA 62,894 67,963 71,624 72,148Changes in working capital( 5,500)( 12,000)( 4,500)( 4,900)Capital investments 15,200 25,120 17,500 12,350Dividend payouts / Partner Draws 174,200 201,500 190,050 200,000Net Cash Flow 223,303 251,661 243,703 260,093Gross revenuesLess returns and discountsOperating IncomeOther income / (expenses)AdjustmentsSeller's Discretionary Cash FlowTable 1. Income Statement Reconstruction[Note: Data in the tables are for illustration only. Insert the datafor your business.]12Created by ValuAdder Report Builder. Copyright 2021 Haleo Corporation. All rights reserved.

Financial ForecastsIn addition, the management has provided the following forecast ofincome and expenses. We rely upon this forecast as true andaccurate elsewhere in this Report.Forecast Income/ExpenseItems20212022202320242025 1,027,544 1,072,200 1,116,857 1,161,514 1,206,171 1,750 1,865 1,979 2,094 2,208 1,025,794 1,070,336 1,114,878 1,159,420 1,203,963Cost of Goods Sold (COGS) 614,460 642,175 668,890 695,605 722,321Gross Profit 410,334 428,161 445,988 463,815 481,642Operating Expenses 400,060 417,432 434,803 452,175 469,547 10,274 10,729 11,185 11,640 12,095 0 0 0 0 0 10,274 10,729 11,185 11,640 12,095Taxes 2,055 2,146 2,237 2,328 2,419Net Income 8,219 8,583 8,948 9,312 9,676Depreciation and Amortizationexpense 51,289 53,516 55,743 57,970 60,197Interest expense 14,950 15,410 15,870 16,330 16,790EBITDA 76,513 79,655 82,798 85,940 89,082Changes in working capital( 4,400)( 3,470)( 2,540)( 1,610)( 680)Capital investments 13,500 11,883 10,266 8,649 7,032Dividend payouts / PartnerDraws 207,925 214,520 221,115 227,710 234,305Net Cash Flow 270,293 280,534 290,776 301,017 311,258Gross revenuesLess returns and discountsNet SalesOperating IncomeOther income / (expenses)Net Pre-Tax IncomeAdjustmentsTable 2. Income and Expense ForecastReconstructed Balance SheetManagement has provided us with the current Balance Sheet fromits accounting records. Based on our discussion with themanagement, we have made a number of adjustments which arecommented in the notes below.13Created by ValuAdder Report Builder. Copyright 2021 Haleo Corporation. All rights reserved.

Balance Sheet ItemsRecordedAdjustmentsAdjusted 201,990( 150,000) 51,990 65,194( 15,000) 50,194 0 0 0Deposits 12,000( 12,000) 0Inventory 29,520( 5,500) 24,020AssetsCurrent AssetsCashAccounts receivableInvestmentsTotal Current Assets 308,704 126,204Fixed Assets 103,592 45,000 148,592Equipment 89,500 25,000 114,500Real estate 0 0 0Furniture and fixtures 193,092Total Fixed Assets 90,500Less accumulated depreciation 263,092( 90,500) 0Net Fixed Assets 102,592 263,092Total Assets 411,296 389,296LiabilitiesCurrent Liabilities 77,350 0 77,350Taxes payable 0 0 0Short-term portion of long-term debt 0 0 0Accounts payable 77,350Total Current Liabilities 77,350Long-Term Liabilities 0 0 0Shareholder loan 150,000( 150,000) 0Total Long-Term Liabilities 150,000 0Total Liabilities 227,350 77,350 183,946 311,946Bank loanNet WorthTable 3. Balance Sheet ReconstructionCash on hand has been adjusted down to the amount required tosupport normal business operations.Amounts deemed uncollectible have been removed from the valueof the accounts receivable.14Created by ValuAdder Report Builder. Copyright 2021 Haleo Corporation. All rights reserved.

The value of the fixed assets was determined on the depreciatedreplacement cost basis.Shareholder loan has been removed from the long-term liabilities.We also summarize several Balance Sheet related items that willbe used in certain business valuation methods detailed elsewherein this Report:Item NameAmount 0Total adjusted long-term liabilitiesTotal non-operating assets 155,500 24,834Net working capitalTable 4. Additional Balance Sheet Related ItemsFor the purposes of this Report, the non-operating assets aredefined as those assets not used to produce business income. Thenet working capital is equal to the current assets less inventoryminus the current liabilities, excluding the current portion of long term debt, if any.15Created by ValuAdder Report Builder. Copyright 2021 Haleo Corporation. All rights reser

Scope of the Report This report is performed on a restricted report scope basis, as it is defined in USPAP Standard 10. Specifically, the restricted report is not an appraisal report intended for parties other than the client, nor does it seek to meet all the requirements of the Revenue Ruling 59-60.

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