Business owners and their advisers sometimes fixate on the multiples, usually of EBITDA, obtained in transactions. Normally, these are transactions involving other businesses and other owners. However, company owners and managers should focus on building the level, sustainability, and expected growth of their earnings to maximize the value of their businesses.
This week’s post is about a very recent statutory fair value case involving a real estate holding company in New York. The case settled, favorably for the plaintiff/shareholder, after opening arguments at the beginning of trial. The key business valuation question was that of the appropriate marketability discount in a New York fair value determination. All the arguments are shared and analyzed. If you were the holding company, would you have settled?
I’ve said many times that no formula agreement can be written that will provide reasonable valuation calculations over time under all circumstances involving a company, its industry, the national economy, conditions in the financial markets, and more. This week, I review the case, Roth v. United States, 511 F. Supp. 653 (E.D. Mo. 1981) and the appeal to make this point.
In May, I’ll be speaking at the AAML/BVR National Divorce Conference in Las Vegas. My topic is “How to Present Complex Finance to Judges.” Given that every divorce trial I’ve seen has been a bench trial, the topic focuses on judges. However, many of the same presentation techniques are certainly applicable to juries, as well.
The idea for this post is simple. I’m asking readers to provide me with examples of the best demonstratives they have seen to present complex financial and valuation issues in court. I’ll also be talking about concepts and ideas, so any thoughts regarding conceptual approaches or philosophical approaches to court testimony would also be helpful.
At the end of every year, I try to make time for introspection and thinking about the future. When the mind is open, many things are possible. Last night, while sleeping, I dreamed about priorities in a variety of ways. When I awoke, the thought at the forefront of my mind was: dream it, think it, and do it, now.
Those who know me understand that I have a “thing” about counting steps. For years, my goal has been a minimum of 10,000 steps per day. In spite of my “thing,” when I looked at my steps for October, I found that I hit 10,000 steps on only 20 of 31 days. My average step count was about 7,000 steps on the days I didn’t reach the goal. On the last day of October, I set a challenge for myself — to achieve a minimum of 10,000 steps every day during the month of November.
The relationship between EBITDA and EBIT for any company over time is one measure of the capital intensity of that business. The greater EBITDA is relative to EBIT, the more depreciation and amortization (D&A) that is required to replace existing plant, equipment, and other acquired assets.
Given the transaction and valuation emphasis on EBITDA, it is important for business owners, advisers, and appraisers to develop a better understanding of the relationship between EBITDA and EBIT for individual companies at a point in time and over time, as well as in comparison to other companies.
Several months ago, I wrote a post about a recent ruling of the Tennessee Supreme Court addressing the issue of statutory fair value in Tennessee. The Supreme Court reversed the trial court and remanded the case for reconsideration. In my earlier post, I called this a “friendly reversal” because the Supreme Court reversed with what seemed to me to be an invitation for the trial judge to reach the same conclusion and to be consistent with the Supreme Court’s new ruling.