200 Days and My Step Challenge Continues

Five Miles and 10,000 Steps or More Per Day

Often, when we take a step, either literally or figuratively, we don’t know where that step will lead. This post is about taking 10,000 steps one day, December 15, 2019, and how, somehow, I’ve been able to do that every day for 200 days as of today. I never thought about a long goal. It has simply developed from a series of short-term goals. Hope you enjoy the post!

Indiana Court of Appeals: No Discounts in Unclear and Mandatory Shareholder Agreement Buyout

The Indiana Court of Appeals reversed a trial court decision, concluding that valuation discounts in an unclear buy-sell agreement were appropriate even in light of the mandatory nature of the buyout. In other words, the agreement created a market and the trial court ignored this fact. This is an interesting case and yet another example of why valuation processes in buy-sell agreements must be carefully drafted to avoid such debacles when trigger events inevitably happen.

How to Turn a WACC into an EBITDA Multiple in Three Easy Steps

The WACC, or Weighted Average Cost of Capital, is an enterprise level discount rate used in capitalizing debt-free income measures and in terminal value calculations for DCF methods. There is virtually no readily available market evidence regarding WACC. On the other hand, there is substantial relative and comparative information available regarding EBITDA multiples. This video post discusses how to convert a WACC, which most market participants and appraisers know little about, into an EBITDA multiple for a company based on its own unique circumstances. And, as promised, we do so in three easy steps.

Kress v. U.S. Denies S Corporation Premium and Accepts Tax-Affecting

The issue of a premium for an S corporation at the enterprise level has been tried in a tax case, and the conclusion is none. This case marks a virtually complete valuation victory for the taxpayer. It also marks a threshold in the exhausting controversy over tax-affecting tax pass-through entities and applying artificial S corporation premiums when appraising S corporations (or other pass-through entities). This post provides an extensive review of the case.

Seven Ideas to Convey Business Valuation Concepts to Judges and Others

How should an expert explain the basics of valuation to a judge or a jury or a business owner or an attorney who needs to understand something about value for court, for personal reasons, or for clients? This post provides seven ideas to discuss the essence of business valuation in terms that have proven successful for me.

11 Good Things About EBITDA

The last post addressed EBITDA’s “Naughty 11” Problems and What to Do About Them. Today we talk about EBITDA’s “11 goodies” that help counter the “naughty 11” problems and make it a useful tool for analysts, operators, and owners. In the end, there is no single magic measure of cash flow that reveals all about business value. EBITDA, however, is one measure of cash flow that deserves attention in terms of valuation-related analysis, but in the context of solid reviews of historical income statements, balance sheets, and cash flow statements with insights about history and outlook from management.

EBITDA’s “Naughty 11” Problems and What to Do About Them

EBITDA is at the same time the most discussed and most maligned measure of business cash flow. Simply put, EBITDA is Earnings Before Interest, Taxes, Depreciation and Amortization. The problem with EBITDA is that too often analysts or market participants or writers want to think that there is a single measure of cash flow that will reveal all, bringing Utopia to valuation. This post notes 11 things that EBITDA is not or will not do—and compares other cash flow measures according to the same criteria. Utopia does not exist and there is no valuation elixir. Sadly, we actually have to analyze companies to value them or buy them or sell them.

Statutory Fair Value re a New York Real Estate Holding Company

Observations from a Case That Settled During Trial

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?

Customer Service – Two Short Stories

Delta and Marriott

Customer service is something that we cannot think about enough. It’s applicable whenever we (or our companies) interface with customers, whatever the nature might be. This post describes two such customer service interfaces I encountered on a recent trip to Minneapolis to deliver a speech. One was good and the other was not so good.