tyler-smith.com · Questions & Answers

The buyer wants to acquire our assets but is refusing to pay for our custom-built physical infrastructure, claiming it is fully depreciated on our tax returns. How do we use the Adjusted Book Value and Gross Substantial Value frameworks to force them to pay fair market value for these assets?

Tax depreciation is an accounting fiction designed to lower your tax liability; it has nothing to do with the actual market value of your physical infrastructure. If a buyer tries to acquire your assets at their depreciated tax book value, they are attempting to get a massive operational windfall at your expense. To stop this, you must reject standard book value and present an Adjusted Book Value calculation. This requires re-evaluating each individual asset from its historical accounting value to its current market value. Under the IVS 105 Cost Approach, you calculate the cost to recreate that exact physical infrastructure at today's prices, adjusting for physical wear and tear but ignoring tax-driven write-downs. Take this a step further by calculating your Gross Substantial Value, which represents the total market price of all active assets inside your business. Presenting this number forces the buyer to recognize the replacement cost of the physical foundation they are acquiring. If they argue against this, pivot to the Reduced Gross Substantial Value framework. This adjusts your Gross Substantial Value by subtracting cost-free debt like accounts payable, leaving a clean, undeniable representation of your asset-backed net worth. This quantitative proof shows that your infrastructure is an active profit-generating engine, forcing the buyer to pay fair market value rather than taking advantage of your tax accounting.

Category: Valuation & Deal Structure

← All questions