Dr. Raphael Nagel (LL.M.), Founding Partner Tactical Management, on family business valuation
Dr. Raphael Nagel (LL.M.), Founding Partner, Tactical Management
Aus dem Werk · GENERATIONENERBE

How to Value Family Firms Correctly: Beyond EBITDA Multiples and Quarterly Metrics

# How to Value Family Firms Correctly: Beyond EBITDA Multiples and Quarterly Metrics

Europe is entering a decade in which tens of thousands of family-owned companies will change hands. Much of the capital arriving at their gates speaks the language of EBITDA multiples, comparable transactions and discounted cash flows. That language is precise, disciplined and, when applied to owner-led houses, often wrong. It is wrong not in its arithmetic but in its premises. It assumes that a company is a cash flow with a legal wrapper, that time is a cost to be discounted, and that the only serious value is the value visible in the last twelve months of reported numbers. In the book Generationenerbe, Dr. Raphael Nagel (LL.M.) argues that this premise misreads the actual engine of the European Mittelstand. What follows is an attempt to translate that argument into the narrower craft of valuation: how to price, and how not to price, the quiet owners of the continent. The essay is written for the bankers, investors, successors and advisors who will, in the coming years, sit across the table from families that have carried substance for three, four or five generations, and who deserve to be understood before they are bought.

Why the Standard Multiple Misses the Substance

The conventional valuation of a mid-sized industrial company begins with an EBITDA figure and ends with a multiple drawn from a peer group of listed or recently transacted companies. The method is defensible for its own purposes. It produces a number that can be defended in an investment committee, benchmarked against the market and aligned with financing capacity. What it does not produce is an understanding of the company being valued. For a family firm, the gap between the number and the understanding is often the most important thing on the page.

The peer set itself is the first problem. Listed companies in the same industrial category typically operate on shorter planning horizons, higher leverage and more aggressive payout policies. Their EBITDA reflects choices a family owner would have refused to make: deferred maintenance capital expenditure, thinner research pipelines, leaner stocks, outsourced skill. When the multiple derived from such a peer is applied to an owner-led business that has consistently invested against its own short-term margin, the result is not a fair value. It is a translation error. The family firm is being priced against the very behaviour it has spent a century avoiding.

A second problem lies in the reporting convention. Family companies tend to understate earnings through conservative depreciation, generous pension provisions, owner compensation above market, and reinvestment treated as expense rather than capitalised asset. An EBITDA taken at face value understates the normalised earning power of such a house by a meaningful margin. Adjustments exist, but they are rarely applied with the depth the structure deserves.

Trust Capital as an Implicit Balance Sheet Item

The book Generationenerbe devotes an entire chapter to what Dr. Raphael Nagel (LL.M.) calls the silent capital of a family firm: the accumulated trust of its suppliers, banks, employees and customers. This capital does not appear on any balance sheet because it cannot be purchased. It is the residue of decades of reliable behaviour, and it expresses itself in measurable economic advantages that any serious valuation should isolate.

Suppliers grant reliable long-standing customers better terms, faster delivery and priority in scarcity. House banks of thirty or forty years extend repayment, grant bridge lines and refuse forced sales in ways that are simply unavailable to a private equity portfolio company renegotiating credit at every refinancing cycle. Workforces remain across generations, carrying tacit knowledge that cannot be hired in from outside. Each of these effects reduces cost of capital, improves working capital dynamics, and increases resilience during downturns.

A proper valuation translates these effects into cash flow adjustments rather than treating them as soft narrative. Lower financing spreads over the cycle, lower supply disruption risk, lower workforce replacement cost, and lower customer churn each deserve a quantitative line. In aggregate, trust capital will often add several turns of EBITDA to a defensible price, not as a premium for sentiment, but as a correction for risks the standard method has silently assumed away.

Cycle Stability Rather Than Quarterly Earnings

A listed peer is measured quarter by quarter. A family firm is built cycle by cycle. The relevant unit of observation, therefore, is not the trailing twelve months but the full economic cycle, from expansion through recession to renewed growth. Across such a cycle the behaviour of owner-led houses differs structurally from that of listed competitors: they carry higher equity ratios, invest counter-cyclically, acquire distressed competitors, retain workforce through the trough and gain market share in the recovery.

A valuation anchored in a single year mechanically rewards the firm that has maximised that year at the expense of its durability. It punishes the firm that has under-earned in the same year in order to prepare for the next downturn. The correction is to value across at least one full cycle, ideally two, using normalised earnings that reflect through-cycle capital discipline rather than point-in-time optimisation. For many German, Austrian and Swiss Mittelstand companies, the through-cycle EBITDA is materially above the trailing figure, and the through-cycle cash conversion is materially above that of leveraged peers.

The same logic applies to the discount rate. The cost of equity for a company that has survived six recessions under the same ownership is not identical to the cost of equity for a company that has never seen one. Yet standard CAPM inputs, drawn from listed market betas, assign them similar risk profiles. The analytical craft here is to separate cyclical beta from ownership-structural resilience, and to price the latter explicitly.

Research Depth and the Invisible Asset Base

Many family firms carry research programmes whose horizons extend twelve, fifteen or twenty years. In the Voith turbine business, in specialty chemicals, in precision optics, in medical technology, the productive life of a product line often exceeds the professional life of a listed chief executive. Such programmes are expensed through the profit and loss account as they occur. They appear as a cost, never as an asset. A multiple applied to the resulting EBITDA therefore penalises the very investments that constitute the firm’s future earning power.

A serious valuation reconstructs the research intensity of the firm across a long window and asks what share of current operating expense is, in economic substance, an investment in intangible capital with a defined life and a measurable return. In owner-led industrial houses the answer is frequently surprising. What looks like a thin operating margin turns out to be, on inspection, a generous margin after heavy voluntary investment. The implied asset base is material, and the implied earning power after amortisation of that investment is materially higher than the reported number.

This is not an exercise in flattering the seller. It is the basic discipline of separating recurring from non-recurring expense, applied rigorously to the one category in which family firms systematically over-invest relative to listed peers: the long-dated pipeline of products, processes and skills that will carry the next generation.

A Practical Framework for Bankers and Investors

The alternative framework proposed here does not replace the standard toolkit. It disciplines it. Four adjustments should be made explicit in any valuation memorandum for an owner-led company. First, normalise earnings through a full cycle, not a trailing year, and document the adjustments to owner compensation, voluntary provisions and discretionary investment. Second, isolate trust capital effects in financing cost, supply resilience, workforce retention and customer stickiness, and quantify each as a line item rather than a narrative footnote.

Third, reconstruct the intangible investment base by identifying research, training and market development expenses that are economically capital in nature, and adjust both the earning power and the implied asset base accordingly. Fourth, re-examine the cost of capital in light of ownership structure, cycle history and balance sheet conservatism, rather than importing a beta from listed peers whose behaviour the firm has consciously refused to imitate.

For bankers in credit, this framework supports longer amortisation profiles, more patient covenant design and a more accurate loss given default. For equity investors, it provides a defence against overpaying for listed comparables that look cheap and underpaying for family firms that look expensive. For successors deciding whether to sell, it offers a mirror: a way of seeing what their house is actually worth before the market tells them what it is willing to pay. In the ownership transfer ahead, this mirror will matter more than any pitch book.

The essay returns, at the end, to the premise from which it began. A family firm is not a cash flow with a legal wrapper. It is a structure in which ownership, liability, reputation and time are bound together in a way that produces different decisions and, over long horizons, different outcomes. Valuation that ignores this structure will not fail arithmetically. It will fail where it matters: in the judgement of what is being bought, what is being sold, and what is being lost in the transaction. The discipline proposed here, drawn from the analytical spine of Generationenerbe by Dr. Raphael Nagel (LL.M.), is neither a plea for higher prices nor an apology for the Mittelstand. It is an attempt to bring the instruments of finance into contact with the substance they are asked to measure. In the coming decade, in which a generation of founders will hand over what a generation of markets will try to absorb, that contact is not a stylistic refinement. It is the condition under which capital and ownership can meet without destroying the very thing that made the encounter worthwhile in the first place.

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Author: Dr. Raphael Nagel (LL.M.). About