Saturday, April 17, 2010

To Buy or To Sell? Techniques in the Valuation of Private Companies

Valuation of private companies is a challenging task. Financial data on private companies is not usually available while the market for private transactions is less liquid than this of publicly traded companies. Yet, it is often imperative to assign a specific value on a private business. This could be part of due diligence before and during a transaction or a necessary internal process for allocation of shares among owners or employees.

Quantitative data must be used in combination with contextual and subjective information on the company. There is no absolute value to be derived with calculations and no mathematical formula that can be used with exact science. Additionally, even when one has been hired internally to conduct research and value the company, which consequently means that one has access to all in-house financial data, the market plays a major role in the final valuation. This has to do with market liquidity at that particular time but also with recent sales transactions of comparable companies. Price-earnings relationships defined in other sales can be applied to value the company.

When I am asked to value a company I prefer a combination of discounted cash flow techniques (DCF) and price-earnings multiples from comparables. Generally, I tend to mistrust appraisers’ approach that is based on industry-specific formulas, which account for financial and operational data and result in an approximate figure. Given that figure, I would still run a DCF valuation because it calculates the underlying economic value of the company based on the company’s ability to generate cash in the future. This method presents inherent difficulties such as forecasting expected cash flows and estimating the cost of capital to be used as the discount rate in the calculations.

Multiplies are based on revenue and earnings figures found on the income statement or on assets found on the balance sheet. For example, one may want to look at Price/Revenues (P/R), Price/EBIT (Earnings Before Interest and Taxes), Price/EBITDA (Earning Before Interest, Taxes, Depreciation and Amortization), Price/Earnings (Net Income, after all expenses and taxes). A valuation based on these numbers may result in a value that needs adjustment up or down by as much as 30%. This often has to do with the size of the company and the premium that is assigned to large companies (larger companies are worth more than small companies in general) or the discount rate applied to private companies to account for the lack of liquidity within the market. Furthermore, a premium may be assigned for substantial assets on the balance sheet, or excess cash, or a superior brand etc. The company is always worth more to a strategic investor who gets involved in managing the business and therefore contributes with value added.

The complexities of a multiples-based valuation are numerous but may be clarified when a DCF approach is applied simultaneously. A DCF valuation usually consists of four steps: 1. Forecasting of future cash flows for five years and for a best and worst case projection; 2. Estimating the firm’s value at the end of the forecasted period (residual value); 3. Estimating the cost of capital using the weighted average cost of capital (WACC) formula; 4. Calculating a net present value (NPV) of the firm by discounting the residual value and each year’s cash flow projection by the appropriate discount rate and then adding them together.

It is important to value the company based on both approaches because while its market value is a reflection of the underlying economic value, if the numbers reveal inconsistencies (unusually low or high market value) this may point to a buying or selling opportunity.

Tuesday, April 6, 2010

The Direction of Independent Research in 2010

A variety of interesting topics were discussed today at The Sixth Annual Investorside Research Conference: Indepedents’ Day 2010 (sponsored by Bloomberg Tradebook and co-sponsored by the New York Society of Security Analysts) at Bloomberg’s headquarters, at 731 Lexington Avenue.

The challenges that have shaped the financial landscape within the last two years are still present. Nevertheless, several of the analysts who participated in the panel discussions agreed that these challenges also present opportunities for investors (primarily hedge funds and private equity firms) who are looking to enter the market with new positions.

There has been an array of regulatory and legislative initiatives but the truth is that research remains fundamentally central in the process of due diligence as well as in later stages of investment. The role of research has functionally persevered for about the last fifty years, it was argued, and its strength remains in the fundamentals. This means that all financial statements are crucially important and that more emphasis needs to be given to the study of the balance sheet. In contrast, think of the Internet bubble of the early 2000s, when analysts were satisfied with information on revenues and cash flows even if these were not giving a complete picture of the company’s health.

While analysts are returning to the fundamentals with a newly found rigor, investors are more willing to invest in equity rather than public/private partnerships because liquidity has become a big concern. No one wants to lock capital for the next ten years and with no provision of certain exit strategies. Equities by contrast offer a more manageable investment in terms of liquidity and timely exit. Analysts are still basing their due diligence for equities on strong fundamentals and they also expect the Fed to provide market surveillance, especially in the areas of interest derivatives, SWAPS, and CDS.

The flux of the financial landscape is evident in its own consolidation, an idea we discussed here in January (See: “Is Uncertainty the New Paradigm?”). It seems that this remains a major concern on everyone’s mind: there are 9000 banks in the US and five in Canada. The proper number of banks in the US is somewhere between 9000 and five, but five is a scary number for the American taxpayer because too few banks would imply that they are also too big to fail. This, in combination with a persistent weakness in risk management, implies that the consolidation in banking will continue within the next two years.

As for risk management, everyone’s trepidation stems from the realization that statistical models do not work and that contextual research is equally and even more important. It is time to think about the norms rather than mathematics. It is also time to think about who is on the managing team of a company, who is on the board, and who is the major player. The presenters unanimously agreed that qualitative research proves far superior to quantitative because behavioral economics must be taken into account.

The case studies presented at this conference confirmed the classic example of unrealistic expectations and bad accounting that leads to elevated risk for the shareholders. (Just to name a few of the companies elaborately discussed: First Solar, Q-Cells, Conergy, Suntech Power, Renewable Energy Corporation among others.) They all responded to unsustainable demand (demand based on temporary incentives to install solar panels for production of alternative power in European countries, mainly Germany and Spain), increased production, and tripled their inventory. This is where research on fundamentals can save shareholders from losses. In the aforementioned cases, growing inventory was coupled with growing receivables. When businesses were questioned what was happening with their balance sheet, the usual answer was that they were in the process of altering their business model. This, they claimed, was normal to show on the balance sheet, which should be excluded from analysts’ reports. Theirs was not a very plausible story, as we all know by now (the time frame of these cases studies was from 2006 to late 2008).

The only remaining issue with analysis of fundamentals and accounting in general is that US GAAP regulations are being tested. It was argued today that US GAAP might be soon going away to be replaced with IFRS rules. This may solve the problems of comparability and transparency within the global economy but also presents a tremendous conundrum for educational institutions with accounting departments. Accountants should definitely know how to work with both the US GAAP and the IFRS system but shaping the curriculum in schools is not an easy task while retroactively adjusting company records may be impossible.

Independent research has been strengthened by technological platforms such as LinkedIn and other forms of social networking, all of which become very useful tools for service providers looking to acquire industry knowledge and specific expertise. This combined with a renewed commitment to fundamentals and an interest in behavioral studies is where Independent Research stands in 2010.