The Book Value (equity) of a company after adjusting the values of assets and liabilities to reflect estimated market values rather than depreciated tax values and removing non-operating assets and liabilities from the balance sheet.

The earnings of a business after adjustments for one-time or extraordinary expenses, excess owner compensation, discretionary expenses and any other expenses that are not essential for ongoing operations of the business.

A way of estimating the value of a business ownership interest using one or more Valuation Methods based on the Adjusted Book Value of the company.

A form of acquisition when a selling entity agrees to sell all or certain assets and liabilities of a company to a purchaser. The corporate entity is not transferred.

The company’s current fiscal year. Since complete financial statements are not available for the current year, sales and income are projected based on the expectations of management.

Any intangible portion of a price, above the maximum goodwill, that cannot be reasonably supported through the application of established Valuation Methods.

The value, net of depreciation, at which an asset appears on a company’s balance sheet.

The mix of invested equity and debt financing of a business enterprise.

Any multiple or divisor used to convert a single period (usually a year) of anticipated economic benefits into a present economic value.

Determining the value of a company by dividing one year of Adjusted Earnings by the Capitalization Rate (investor’s required ROI).

(also Discretionary Earnings). Total financial benefit to an owner operating the business. With the Cash Flow, an owner must pay himself a salary, pay his company’s income taxes, pay for any capital improvements (if needed) and set aside funds for unexpected events. Calculated by adding the following expenses back into the net income:
• Interest
• Taxes
• Depreciation
• Amortization
• Owner’s Compensation
• Owner’s Fringe Benefits
One-Time Expenses

The combination of types of payment by which the purchase of a business is accomplished. It can include cash, promissory notes, stock, consulting agreements, earn out provisions and covenants not to compete. The sale can take the form of an Asset Sale or a Stock Sale.

A rate of return used to calculate the present value of multiple periods (usually years) of payments.

See Cash Flow above.

The portion of the purchase price that is contingent on the future performance of the business. It is payable to the seller after certain predefined levels of sales or income are achieved in the year(s) after acquisition.

The estimated price at which an asset or service would pass from a seller to a buyer, assuming that both buyer and seller are acting rationally, in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts. It is also presumed that the price is not affected by special or creative financing or sales concessions granted by anyone associated with the sale.

An interest rate that does not fluctuate over the term of the loan.

The gross value of a company as an operating business. This value may exceed or be at a discount from the Liquidation Value. The intangible elements of Going Concern Value result from factors such as having a trained work force, an operational plan and the necessary licenses, systems and procedures in place.

The amount by which the price paid for a company exceeds the company’s Adjusted Book Value of the underlying tangible assets and liabilities. Goodwill is a result of name, reputation, customer loyalty, location, products and net income.

General way of determining the value of a business, business ownership interest, security or intangible asset using one or more methods that calculate the present value of anticipated future income.

An analytical judgment of value based on the perceived characteristics inherent in the investment as distinguished from the current market price

The value to a particular investor based on individual investment requirements and expectations.

The estimated value, net of liabilities, of a company based on the market value of its assets.

General way of determining a value indication of a business, business ownership interest, security or intangible asset by using one or more methods that compare the subject to similar businesses, business ownership interests, securities or intangible assets that have been sold.

With respect to a business enterprise, the difference between total assets (net of depreciation, depletion and amortization) and total liabilities as they appear on the balance sheet (synonymous with Shareholder’s Equity). With respect to a specific asset, the capitalized cost less accumulated amortization or depreciation as it appears on the books of account of the business enterprise.

The value today of a future payment, or stream of payments, discounted at some appropriate compound interest rate (Discount Rate).

Hypothetical financial statements. Financial statements as they would appear if some event, such as increased sales or production, had occurred or were to occur. Also used to make projections for future years.

Prospective financial statements that present an entity’s expected financial position, results of operation and changes in financial position, based upon one or more hypothetical assumptions.

Financial recasting eliminates, from the historical financial presentation, items such as excessive and discretionary expenses and nonrecurring revenues and expenses, since they reflect the financing decisions of the current owner and may not represent financing preferences of a new owner. Recasting provides an economic view of the company and allows meaningful comparisons with other investment opportunities.

The estimated market value of an asset at the end of the period being considered.

The rate of return at which the sum of the discounted future earnings plus the discounted future Residual Value equals the initial cash outlay.

A form of acquisition whereby all or a portion of the stock in a corporation is sold to the purchaser.

Total of all consideration passed at any time between the buyer and seller for an ownership interest in a business enterprise and may include but is not limited to all remuneration for tangible and intangible assets such as: furniture, equipment, supplies, inventory, Working Capital, non-competition agreements, customer lists, employment and/or consulting agreements, franchise fees, assumed liabilities, stock options or redemptions, real estate, leases, royalties, Earn outs and future considerations.

A general way of determining a value indication of a business, business ownership interest, security or intangible asset using one or more Valuation Methods. There are three overall approaches generally used to value a business: Asset Approach, Income Approach and Market Approach.

Under a chosen Valuation Approach, there are various specific methods to determine value.

An interest rate that adjusts periodically to a predefined margin above or below an index rate. A commonly used index is the bank prime rate.

The excess of current assets over current liabilities.