VALUATION FRAMEWORK

Our Methodology

Institutional-Grade Analysis at a Fraction of the Cost

Our valuation methodology follows AICPA Standards for Valuation Services (AICPA SSVS) and incorporates the eight factors of Revenue Ruling 59-60 — the same framework used by the IRS, courts, and institutional valuation firms.

Revenue Ruling 59-60 Factors

The IRS requires consideration of these eight factors when determining the fair market value of a closely held business. Every VEM Logic report addresses each factor systematically.

1

Nature and History of the Business

Company formation, evolution, products or services offered, and significant milestones that define the business today.

2

General Economic Outlook and Industry Conditions

Macroeconomic environment, industry growth trends, regulatory landscape, and competitive dynamics affecting the subject company.

3

Book Value and Financial Condition

Analysis of the balance sheet, working capital adequacy, debt structure, and overall financial health of the enterprise.

4

Earning Capacity

Historical and normalized earnings, revenue trends, profit margins, and the sustainability of cash flows going forward.

5

Dividend-Paying Capacity

The company's ability to distribute earnings to owners after reinvestment needs, debt service, and capital expenditure requirements.

6

Goodwill and Intangible Value

Brand reputation, customer relationships, proprietary processes, workforce quality, and other intangible assets contributing to value.

7

Prior Sales of Stock and Size of Interest

Previous transactions involving ownership interests, the size and control characteristics of the interest being valued.

8

Market Price of Comparable Companies

Transaction data from comparable private company sales, including multiples of revenue, earnings, and assets.

Three Approaches to Value

Professional valuation standards call for consideration of three independent approaches. Each provides a distinct perspective on what a business is worth.

PROFESSIONAL TIER

Income Approach

The Income Approach capitalizes the company's adjusted earnings — specifically, Seller's Discretionary Earnings (SDE) — using a risk-adjusted capitalization rate. This method converts a single year of expected economic benefit into a present value indication.

Capitalization Rate Build-Up

Risk-Free Rate (20-year U.S. Treasury yield)
Equity Risk Premium (Duff & Phelps / Kroll)
Size Premium (micro/small-cap adjustment)
Industry Risk Premium
Company-Specific Risk Premium (CSRP)
Less: Long-term Growth Rate

A Discount for Lack of Marketability (DLOM) is then applied based on restricted stock studies, reflecting the illiquidity inherent in private company ownership. The Income Approach is the most theoretically sound method for established, profitable businesses with predictable cash flows.

Market Approach

The Market Approach determines value by comparing the subject company to actual private business transactions. This is the most intuitive method — it answers the question: “What are similar businesses actually selling for?”

Valuation Multiples Applied

SDE Multiple (Seller's Discretionary Earnings)
Revenue Multiple (gross annual revenue)
EBITDA Multiple (earnings before interest, taxes, depreciation, amortization)
Asset-Based Multiple (tangible asset value)

Each multiple is sourced from transaction databases including DealStats (formerly Pratt's Stats), BizBuySell, and IBBA Market Pulse. Multiples are weighted by relevance and statistical reliability for the subject company's industry and size.

Asset Approach

The Asset Approach determines Net Asset Value (NAV) by summing the fair market value of all tangible and intangible assets, then subtracting liabilities. This method establishes a floor value — the business is worth at least its net assets.

Tangible Assets

Adjusted book value of equipment, inventory, real estate, vehicles, and other physical assets. Book values are adjusted to approximate fair market value where material differences exist.

Intangible Assets

Goodwill, customer relationships, brand value, proprietary processes, assembled workforce, and other non-physical assets that contribute to the company's earning power.

The Asset Approach is most relevant for asset-heavy businesses, holding companies, or situations where the business value is primarily driven by its tangible asset base rather than earnings.

Seller's Discretionary Earnings (SDE)

SDE represents the true economic benefit available to a single owner-operator. It is the foundational earnings metric for small and mid-market business valuations.

Pretax Income (from tax return)Starting point
+Owner Compensation
Salary, bonuses, benefits
+Depreciation & Amortization
Non-cash charges
+Interest Expense
Debt service costs
+One-Time / Non-Recurring Expenses
Lawsuit, move, remodel
+Personal Expenses Through the Business
Vehicle, travel, meals
+Non-Cash Charges
Stock comp, bad debt reserve
= Seller's Discretionary EarningsConcluded SDE

Value Reconciliation

The final concluded value is determined by weighting each applicable approach based on its reliability and relevance to the subject company.

Each approach produces an independent value indication based on different analytical frameworks
Approaches are weighted based on the reliability of available data and relevance to the subject company's characteristics
Weights are fully disclosed and explained in every report — nothing is hidden
The final concluded value equals the weighted average of all applicable approaches

Data Sources

Our analysis draws on the same institutional data sources used by firms charging $10,000–$20,000 per engagement.

Duff & Phelps / Kroll Cost of Capital Navigator

Risk premiums, equity risk premium, and size premium data used to build capitalization and discount rates.

DealStats (formerly Pratt's Stats)

Database of 30,000+ private company transactions with detailed financial information and valuation multiples.

BizBuySell

Largest online marketplace of businesses for sale, providing transaction data and asking price multiples by industry.

IBBA Market Pulse

Quarterly survey of business brokers reporting on market conditions, deal terms, and transaction volume trends.

RMA Annual Statement Studies

Industry financial benchmarks from the Risk Management Association, covering ratios and financial norms by SIC/NAICS code.

Damodaran Online (NYU Stern)

Industry betas, risk premiums, and cost of capital data maintained by Professor Aswath Damodaran at NYU Stern School of Business.

Pepperdine Private Capital Markets Project

Survey data on required rates of return across private capital markets, from senior debt through private equity.

VEM Logic is not affiliated with, endorsed by, or sponsored by any of the data providers cited above. All data source names are trademarks of their respective owners.

Quality Assurance

Every report undergoes rigorous verification before delivery.

Automated Mathematical Verification

SDE waterfall totals, capitalization rate build-up, and weighted reconciliation are verified programmatically to eliminate arithmetic errors.

Cross-Approach Consistency Check

All three valuation approaches are compared for internal consistency. Material divergences trigger additional review and documentation.

Industry Benchmark Comparison

Concluded values and financial ratios are compared against industry benchmarks to confirm the result falls within expected ranges.

Final Review Before Delivery

Completed reports are reviewed for accuracy, formatting, and completeness before being delivered to the client portal.

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