Key takeaways
What this article covers, in order:
- Start with why you need a value
- Step 1: Normalise the financial statements
- The asset approach
- The income approach
- The market approach
- Worked example: a small joinery business
Business valuation estimates what a business is worth using three broad approaches: the asset approach (what the net assets are worth), the income approach (what the future earnings or cash flows are worth today) and the market approach (what similar businesses have sold for). The US tax authority's own business valuation guidelines name these as the three generally accepted approaches. For most small businesses, the income and market approaches carry the weight, the asset approach sets a floor, and none of them works until the accounts have been normalised.
This guide explains each approach, how to adjust your figures first, how to find market evidence without guessing at multiples, and walks through a worked example for a small manufacturing business.
Start with why you need a value
The purpose shapes the answer. A value for selling to a third party, for buying out a partner, for a tax filing, for a divorce settlement or for raising investment may each use a different standard of value. The most widely used is fair market value: broadly, the price a willing buyer and willing seller would agree when neither is forced to act and both know the relevant facts. That definition is set out in US Revenue Ruling 59-60, which is still the reference point for valuing closely held businesses in US tax matters. Other purposes may use investment value (what the business is worth to one particular buyer, including their synergies) or a value defined by a shareholders' agreement. Agree the purpose and the standard before you start.
Step 1: Normalise the financial statements
Owner-managed accounts are prepared to minimise tax and suit the owner, not to show what a new owner would earn. Before applying any method, adjust the profit and loss account and balance sheet so they reflect the business as a buyer would run it:
- Owner's pay — replace what the owner takes with what it would cost to hire someone to do the same job.
- Personal or discretionary costs — add back family members on the payroll who do not work in the business, personal travel or vehicles run through the company.
- One-off items — remove a lawsuit settlement, a flood repair or a one-time consulting fee that will not recur.
- Related-party rent — if the owner rents premises to the business above or below market rate, adjust to market.
- Balance sheet clean-up — write off obsolete stock and uncollectable receivables, and separate any surplus cash or non-operating assets.
Valuers also review several years of results, not one, so that a single strong or weak year does not distort the picture.
The asset approach
The asset approach values the business as the fair value of its assets minus its liabilities. You start from the balance sheet and restate each item to current value: equipment at what it would fetch, property at market value, stock at what it can be sold for. The result is the adjusted net asset value.
It suits holding companies, property businesses and businesses being wound up. For a profitable trading business it usually understates value, because it ignores goodwill — the customer relationships, reputation, staff and systems that let the assets earn more than a basic return. Treat it as a floor: a buyer should not pay much less than the net assets are worth, and a seller would rarely accept less.
The income approach
The income approach values the business by the earnings or cash flows it is expected to produce, discounted for risk and the time value of money. There are two common forms.
Capitalisation of earnings
Used when earnings are stable and expected to grow at a steady rate. Value = next year's sustainable earnings ÷ capitalisation rate, where the capitalisation rate is the required rate of return minus the long-term growth rate. It is a single-period shortcut and works best for mature businesses whose capital spending roughly matches depreciation.
Discounted cash flow (DCF)
Used when the next few years will look different from the long run — after an expansion, a new contract or a restructuring. You forecast cash flows year by year, add a terminal value for the period after the forecast, and discount everything back at a rate that reflects the risk. DCF is more work and highly sensitive to the discount rate and terminal growth assumptions, so test a range.
Choosing the required return is the hardest judgement in either method. Small private businesses are generally riskier than large listed ones — they depend on fewer people and customers and their shares are harder to sell — so valuers add premiums for size and company-specific risk. Those premiums are judgement calls supported by published research, and they are where most valuation disagreements arise.
The market approach
The market approach values the business by reference to prices paid for similar businesses, usually expressed as a multiple of a profit measure. Small-business sales are often priced on seller's discretionary earnings (SDE); larger businesses on EBITDA. SDE is pre-tax profit before one working owner's total pay, interest, depreciation and amortisation, with discretionary and one-off items added back. It represents the total financial benefit to a single owner-operator.
Multiples vary widely by industry, size, location, growth and the terms of the deal, so do not borrow one from an article. Look for evidence instead:
- Private transaction databases — business brokers and valuers subscribe to databases of completed small-business sales, filterable by industry code, revenue and date. A valuer can pull a set of comparable deals for you.
- Listed peers — public companies in your industry publish their market values and profits. Their multiples are a useful upper reference but usually need a large discount for size and liquidity.
- Brokers in your sector — they can tell you what similar businesses have actually sold for recently, which matters more than asking prices.
- Deal structure — check whether comparable prices included stock, property or the owner's ongoing involvement, and whether they were paid in cash up front or partly on earn-out.
Worked example: a small joinery business
Millbrook Joinery is a 14-person workshop making fitted kitchens and cabinets. Its owner works full-time in the business. Last year's accounts show pre-tax profit of $210,000. Illustrative figures throughout; the tax rate is 25%.
Normalising earnings
- Reported pre-tax profit — $210,000
- Add back the owner's personal car run through the business — $12,000
- Add back a one-off legal settlement with a former supplier — $25,000
- The owner pays herself $40,000, but hiring a workshop manager would cost $85,000, so deduct the difference — minus $45,000
- Normalised pre-tax earnings — $202,000 ($210,000 + $12,000 + $25,000 − $45,000)
- Tax at 25% — $50,500, leaving normalised after-tax earnings of $151,500
Asset approach
- Total assets at book value — $640,000
- Machinery appraised above its depreciated book value — plus $60,000
- Obsolete timber and fittings written down — minus $25,000
- Total liabilities — minus $230,000
- Adjusted net assets — $445,000
Income approach: capitalisation of earnings
Millbrook's capital spending has run close to its depreciation for several years, so after-tax earnings are a reasonable proxy for sustainable cash flow. Suppose a valuer, after reviewing the business's risk, sets a required return of 20% and long-term growth of 3%, giving a capitalisation rate of 17%. These rates are assumptions for this example, not market benchmarks.
- Next year's earnings = $151,500 × 1.03 = $156,045
- Value = $156,045 ÷ 0.17 = about $917,912
Market approach inputs
For the market approach, the valuer calculates SDE: pre-tax profit $210,000 + the owner's pay $40,000 + personal car $12,000 + one-off legal cost $25,000 + interest $8,000 + depreciation $30,000 = $325,000. That figure is then compared with the SDE multiples from recent sales of joinery and cabinet-making businesses of similar size, pulled from transaction data, to produce a range.
Reconciling the results
The asset value of $445,000 is the floor. The income approach suggests about $918,000, implying roughly $473,000 of goodwill on top of net assets. If comparable sales point to a similar range, the valuer has a supported conclusion. If they point well below it, the 20% required return may be too low for a business that depends on its owner. Revenue Ruling 59-60 warns against simply averaging methods; the valuer should weight whichever is most reliable for the facts.
Common mistakes when valuing a small business
- Skipping normalisation. Applying any method to tax-minimised profit understates value; applying it to profit that ignores a market salary for the owner overstates it.
- Mixing earnings measures. A multiple built on SDE must be applied to SDE, not EBITDA or net profit.
- Ignoring owner dependence. If customers buy from the owner personally, a buyer will pay less or insist on an earn-out.
- Forgetting working capital and debt. Many small-business prices assume a normal level of working capital is left in the business and that debt is repaid from the proceeds. Agree what is included.
- Using one year's results. Look at three to five years and understand the trend.
hellobooks< / a > -helps">How HelloBooks helps
A buyer or valuer will ask for clean, consistent accounts for several years, and that is where HelloBooks helps. It keeps your profit and loss account, balance sheet and cash flow statement on one ledger with an audit trail, period locking and year-end close, so past years cannot be quietly changed. Class, location and project tracking show which products or sites drive profit, AR and AP aging reports support the working-capital review, and the fixed assets register holds cost and depreciation for every asset. You can mark personal or one-off expenses with their own accounts or classes during the year, which makes normalisation faster later. Reports export to CSV for your valuer. The valuation itself — the required return, the choice of comparables and the final conclusion — needs a qualified valuer or accountant.
