Facebook: Sowing the wind, reaping the whirlwind

        Last Thursday, about 24 hours prior to the initial public offering, I posted on what I thought would happen on the opening day. I argued that this was the most pre-priced IPO in history, with transactions in the private share market providing information on what investors would be willing to pay for the stock. That was the basis for my view that those expecting a large jump on the opening day were likely to be disappointed and that this would be the Goldilocks IPO, with a 10-15% bump at open. I also felt that the stock was overvalued by about a third and that what happened on the opening day would be revealing not just for Facebook, but for all social media companies. The stock did open up about 12% and faded very quickly to the offering price by the end of the day. In fact, without active support from the investment banks, it would have dropped below. In the last few days, the stock has cratered, declining to about $32 at the time of this post. Here are the lessons I am taking away from this process:

Pricing versus Valuation
Pricing is an exercise of gauging demand and supply, reading investor moods and determining what people will pay for an asset, rather than what it is worth. Valuation is about estimating what an asset is worth, given its earning potential, growth and risk. You can tell whether an investor or analyst is a “pricer” or “valuer” by looking at the tools that he or she uses. The tools of choice for most pricers are relative valuation (multiples such as PE or EV multipes), where you assess how much you will pay for an asset by looking at what others are paying for similar assets (usually other companies in the same business), and technical analysis (where you use charts and indicators to gauge shifts in demand). The tools of choice for “valuers” are either discounted cash flow (DCF) or accounting based (building off book value) models.

A great deal of what passes for valuation in corporate board rooms, investment banks and portfolio management is pricing, not valuation, and the evidence is clear, especially with Facebook. In the weeks leading up to the IPO, an army of banks, led by Morgan Stanley, was working on setting an “offering” price for Facebook. While I am sure that there was an intrinsic valuation done somewhere along the way, I will also wager that it was done to preserve appearances and that it had little or nothing to do with the price that was eventually set. To set that price, my guess is that the banks used two variables: the prices at which investors were transacting in the private share market for Facebook (in the mid-40s) and the feedback that they were getting from institutional investors on how much they would be willing to pay for the stock. Much of the chatter about whether Facebook was a good buy or not was framed in terms of pricing, with the optimists arguing that it was a bargain because you were paying less per user than you were at other social media companies and the pessimists arguing that it was expensive because it was trading at a much higher multiple of earnings or revenues than Google or Apple. Any attempt at full-fledged valuation, where you confronted the uncertainty and attempted to make estimates, was viewed as an exercise in speculation and guesswork.  I also think that this is why the conspiracy theories, where Morgan Stanley fed inside information about future growth to institutional investors prior to the IPO and where the poor retail investors were the last ones to know, are misplaced. I am convinced that the growth rate and the prospects of the company were never key drivers in how this stock was priced and that if there is a story here, it is one of ineptitude and arrogance, rather than malice.

Momentum is fragile and requires illusions
Momentum is a strong force in markets but it is one that we don’t understand yet and don’t believe that we ever will. It is after all not only the basis for the madness of crowds and behavioral finance, but also of that most feared phenomenon in markets, the dreaded bubble. Not only is momentum driven by market moods and perceptions, but it is fragile and based ultimately upon an illusion. After all, most momentum investors don’t view themselves as such, and choose to rationalize their behavior using “fundamental’ factors. Thus, in the midst of every bubble, investors delude themselves that it is not a bubble by looking for a good reason: that tulip bulbs would become scarcer in the future, that dot com companies would dominate every business that the operated in and that the demand for real estate would always outstrip supply.

In their ideal scenario, I am sure that the investment banks hoped that the momentum that they were detecting in the private share markets and in their conversations with institutional investors would continue into the opening day and the weeks after. So, what happened on the opening day? I believe that the momentum shifted and that the hubris of the company and the bankers in the days leading up to opening day contributed significantly to it happening. Rather than maintain the illusion that the offering price was justified by fundamentals, nebulous though they might have been, the parties involved seemed to completely abandon any illusions about value and made it a starkly momentum game. This was manifested in the hiking of the offering price to $ 38 on Thursday evening and in insiders in the company publicly bailing out at the offering price. Even the maddest of crowds, when constant confronted with proof that they are being viewed as suckers, will wake up, and to the dismay of the company and the banks, it happened an hour into the offering.

What now?
Much as I would like to believe that what has happened in the last couple of days to Facebook stock is a vindication of valuation, I am a realist. There is no fury that matches that of a disillusioned crowd and I believe that what you are seeing is momentum investors, who were promised quick riches if they bought Facebook stock, bailing out. Will they stop selling at fair value? Since they have no idea what it is, why should they? If momentum shifts in the past are any indicator, you should see the price of Facebook drop not just to its intrinsic value (you have mine, but yours may be different), but to below that value. Since the company is the poster-child for the “social media” sector, I think that you will see this momentum shift play out on other social media companies.

Would I buy Facebook, Linkedin, Groupon or any other social media company? Social media is an umbrella under which you have diverse firms, some with more clearly defined business models than others and some with stronger barriers to entry than others, and when momentum shifts, investors tend not be discriminating. In the words of that eminent philosopher, Justin Bieber, you “never say never” and some of these stocks are likely to be bargains, sooner rather than later. If you are a value investor, you should be ready.

Facebook and "Field of Dreams": Hoodies, Hubris and Hoopla

In mid-February, I posted my valuation of Facebook and my thoughts on what would happen at the IPO. Since the actual offering date is tomorrow and the frenzy mounts, I thought it would make sense to revisit those posts.

1. Valuation Update
In my February 16 post on the company, I attached my valuation of the company, based on the S-1 filing as of that date. Quickly reprising that valuation, I valued the equity in the company at $29/share (assigning an overall value of about $72 billion for Facebook's equity), with the following key assumptions:
a. Revenues growing to $44 billion in ten years, with a compounded revenue growth rate of 40% for the next 5 years, fading down over time
b. A pre-tax operating margin of about 35%, higher than Google's 30% and on par with Apple
c. Reinvestment (in internal projects and acquisitions) that generate a $1.50 in revenue for every dollar in capital.
d. A cost of capital of 11.42% initially, fading down to 6.50% in steady state

So, what have we learned about Facebook in the last three months that may change this valuation?
a. Facebook wants growth and will pay for it: Facebook has acquired three companies in the last couple of months, Instagram, Tagtile and Glancee. While the Tagtile and Glancee deals were a continuation of a long term strategy of buying small firms with technologies that augment the Facebook experience, Instagram represented a new front: a "more" expensive acquisition of a company that brought with it potential "new users". My guess is that a publicly traded Facebook, with access to far more capital, will continue making acquisitions with the intent of delivering promised revenue growth and that the pace (and the size) of acquisitions will pick up if (or as) internal growth slackens. That is mixed news for investors: the good news is that it increases the odds that the predicted growth in revenues will be delivered but the bad news is that Facebook may pay more for this growth than anticipated.

b. Mark Zuckerberg is lord and master of this company: While there has never been any doubt about the autocratic power structure at Facebook, the last three months have brought home that this is Zuckerberg's company. If news stories are to be believed, the decision to buy Instagram (at least at the final price) was made by Zuckerberg, with little input from the board. If you are going to be a stockholder in Facebook, you should get used to this scene being played out in small and big ways over the next few years.

c. The "Field of Dreams" business model: Finally, Facebook's value still lies in its promise, rather than in actual numbers. Remember the line from the movie, "Field of Dreams", where Kevin Costner wanders through a corn field and hears a voice that tells him that "if you build it, he will come". With Facebook and other social media companies, this line can paraphrased as "if you get the users, they (products, advertising) will come". While I do not want too much of a single story, the news story of GM abandoning its Facebook advertising should provide a cautionary note to the optimistic view that Facebook can easily convert its monstrously large user base into advertising fodder.

Bottom line: Revisiting the valuation, there is not a great deal I would change as a result of news over the last few weeks: a higher revenue growth rate (45% compounded with revenues growing to $ 56 billion) accompanied by lower margins (30%) and more reinvestment ($1.25 of revenues for every dollar invested) delivers an estimate of value that stays at the $70-$80 billion range. 

2. Pricing (IPO) Update
When I labeled this the "IPO of the century" in February, I was speaking tongue in cheek. After all, the century is young and there are other IPOs to come. While there is little that you will learn about the value of the company from the IPO process, there is a great deal that we can learn about human behavior and the ecosystem that feeds off big deals.

a. The bankers will do anything to be part of a "big deal": As you track the news stories, it is quite clear that the bankers need the Facebook deal more than Facebook needs the bankers. In fact, I am quite surprised that Facebook did not follow the Google model and bypass the investment bankers entirely and set up an auction. I think that the only reason that they chose to follow the conventional route is because investment banks are essentially doing this deal at cut rate prices and bending to Facebook's will at every turn..

b. And Mark Zuckerberg know it:  As someone who has never been comfortable wearing a tie or a suit, I must confess that I found the brouhaha over Zuckerberg's hoodie to be hilarious. I don't particularly care for Zuckerberg's corporate governance, but I, for one, have never believed that your professionalism is determined by what you wear. I am sure that Bruno Iskil, who lost billions for JP Morgan, wore a very expensive suit, while making his trades. I think Zuckerberg, in addition to mimicking one of his idols, Steve Jobs, was sending a message to Wall Street about who has the upper hand in this game.

c. Investors are replaying an age-old phenomenon: Individual investors are clearly caught up in the mood of the moment, lining up to get allotments of Facebook shares. Is it a bubble? Who knows? If those who forget history are destined to repeat it, it sure looks like a replay of events from the past, and for those who do no remember them, I have a reading suggestion.

d. The insiders: While I don't assume that insiders are infallible, it is telling that they are heading for the exits at the same time as individuals are piling in. Is it possible that they think that the stock is being priced at the top end of the value range? Do they not trust Mark Zuckerberg? Inquiring minds want to know and i guess we will find out as events unfold.

Bottom line: I don't think that there has ever been an IPO where investment bankers have had more information (from private share market prices to institutional investor feedback) to work with, when pricing the stock, than this one. I would be very surprised, if the stock were overpriced; the bankers and the company have too much too lose. I would be equally surprised if the stock were dramatically under priced; a pop of 50% or even 25% would reflect very badly on the bankers' pricing skills. In short, this is shaping up to be a Goldilocks IPO, at least in the initial hours: a pop of about 10-15% (just right for both the bankers and the company). The question is how long the pop will last. This company is too big and too public to stage manage in the weeks after the IPO. If the pop fades quickly, perhaps even by the end of trading tomorrow, I think it is a very bad sign for the momentum game in all social media stocks. 

3. Investment strategies
So, what should investors do about Facebook? You can play the IPO game, and I have described some of the ways you could do it, in an earlier post.  Generically, here are the four strategies you can adopt:
a. Short term buy: It may be too late for you to get in at the offering price, but if you believe in the short term momentum story, you can buy right as the market for Facebook opens tomorrow morning, hope to ride the crest of the price move up as other investors doing the same and exit before they do.
b. Short term sell: If you think that the hype is overdone and that disappointment will set in very soon, you can sell short right after the market opens tomorrow, especially if it does not open with a significant pop, with the intent of covering in the next week or two.
c. Long term buy: You may be a believer in Facebook's potential and its capacity to dominate the advertising market and to sell products to its users. If so, you should buy sometime in the near future and hold for the long term. How long will you have to wait to see profits? It depends on how quickly Facebook converts its potential to large revenues and profits... could be a year.. could be five..
d. Long term sell:  If you do buy into my "Goldilocks IPO" scenario and come up with an estimate of intrinsic value close to mine, though, the investment with the best odds of success on Facebook would be a "long term, short" position on the stock.

Bottom line: I think that the hype is overdone, that disappointment will set in sooner or later and that the stock has far more downside than upside. You can put me in the last group (long term sell) though I am still searching for the most efficient (and least costly) way to execute this. 

4. Broader implications
Does the Facebook IPO have broader implications for the overall equity market? I have heard arguments that a successful Facebook IPO will lead to a rebirth of faith in equities among investors and be a shot in the arm for financial service firms. I think that is nonsense.

• If Facebook does launch successfully tomorrow and the stock price goes up 10%, 20% or even 30%, I don't see how it will cause risk averse investors to come back to stocks. In fact, it will probably feed into their suspicion that the stock market has become a casino that they cannot trust their savings in. 
• As for investment banks, a successful Facebook IPO may bring in some fees and commissions but it will not be a reflection of their skills at pricing or deal making. This is a stock that priced and marketed itself, with little or no help from the investment bankers.

In the same vein, a failed IPO (and I will leave you to define what failure means) will have implications for the pricing of social media companies but not much more.

Bottom line: Facebook, in spite of its ubiquitous presence in our lives, is just one company and not a very big one (at least in terms of revenues and earnings) yet. The market will obsess about it tomorrow but it will move on very quickly to the next worry, fear or fad.  

Lessons learned, unlearned and relearned: A semester of online class

In January, I posted of my intent to put my valuation and corporate finance classes online. As I finished my last sessions in both classes today, I thought it would be a good time to take stock of what the experience taught me about the future of education and how online education can evolve.

A quick review. I teach corporate finance and valuation classes to MBAs at the Stern School of Business at NYU and have done so for 26 years. While I have put my webcasts and material online for many years, I decided to both formalize and organize the online class this year, using a start up firm called Coursekit. It has since been able to attract more funds and has a new name, Lore.

The site allowed me to place the resources for the class (lecture notes, assignments, handouts and exams) and the webcasts of the class in one place, together with a social media add-on where anyone (me or any student registered in the class) could post links, thoughts or questions about the class. Here are the links to the classes:
Valuation: Link to Lore Valuation class
Corporate Finance: Link to Lore Corporate Finance class

I had a lot of fun, teaching these classes, and I am glad I did it, but I did get some valuable lessons in online learning.
1. Discipline is critical on both sides. I had to learn to be disciplined and organized, posting lectures on the site, as soon as I had the links, as well as any other resources I used in my regular class. On the participant side, I recognized how difficult it is for someone (often several time zones away), with a regular job and family commitments, to spend 80 minutes twice a week, watching lectures and then spending more time preparing for the class. While I don't have the statistics, I am sure that of the 2500+ people signed up for the corporate finance class and the 1900 people in the valuation class, relatively few will finish the class on time (today) and that many will not finish the class at all.
What I plan to do about it 
(1) I plan to leave the class online for at least the summer and perhaps longer. Hopefully, that will allow those whose constraint is time to catch up on the lectures and even do the projects for the class.
(2) I also plan to create a shorter (20 minute) version of each 80-minute lecture, delivering the high points of the session for those who really cannot spend the time needed for the full lecture.

2. Diverse backgrounds/experiences: I know that some people struggled more than others, partly due to language differences and partly because of diverse backgrounds (some were more well versed in statistics and accounting than others). I feel badly for those who struggled and wish I could have done more to help.
What I plan to do about it
(1) I am looking for online resources that I can direct people who are in search of basic accounting/ statistics classes to. If I cannot find anything, I will attempt to create my own makeshift versions.
(2) Next semester, I hope to rope in a  few people who have been gracious enough to offer their help and start a tutorial component to the class. Together, we may be able to fill the gap.

3. Technology:  Technology is still evolving and that there were roadblocks, on both sides. On my side, there were at least two sessions in my corporate finance class where the recording system failed, and I had to make recordings to fill in. On the other side, those users who tried to watch the webcasts on Google Chrome were stymied (Don't even ask...) and some had trouble with bandwidth.
What I plan to do about it
(1) Fix the recording system at Stern so that there are no recording failures. Improve the audio and video quality.
(2) Use more conduits for the lectures (iTunes U, YouTube) to allow those who have trouble downloading to be able to go elsewhere to get the material.

In short, there is a great deal that I can do to make the online learning experience a richer, more interactive one, and I plan to keep working on it. For those of you who were and are part of this experiment, thank you for giving it a shot. For those of you who were disappointed in it, I am sorry and I will work on making it better.

As a final point, for those who would rather take your classes in person, I am preparing for two executive valuation seminars that I will be delivering during the next month.
a. The first is a two-day valuation seminar in Mumbai, India, on May 24 and 25. You can get details about the seminar by clicking here.
b. The second is an open-enrollment three-day valuation seminar that I teach every year at the Stern School of Business in New York. This year, it will be on June 4, 5 and 6. While it is intense, I manage to cover almost all of the material that I teach in my regular MBA class (which lasts 14 weeks). You can get details about it by clicking here.

Governments and Value III: Bribery, Corruption and other "Dark" Costs

In this last post on the effects of government on valuations, I want to return to the value destructive effects that corruption, bribery and other "illegal" side-payments to government officials can have on value. In many countries, business people know that to keep doing business, they have to grease palms and provide “gratuities” to the gatekeepers of officialdom. A spate of news stories in the last few weeks should alert us all to the reality that the problem is not only still prevalent but that companies everywhere are exposed to its costs.

1. In a reminder to natural resource companies that the countries where these resources are most abundantly found are often also the ones with the most corrupt government officials, Cobalt International Energy, an energy company backed by Goldman Sachs, saw $900 million of its value wiped out, after revelations that three powerful Angolan officials held concealed interests in the company.
2. India is the second-largest telecom market in the world, with hundreds of millions of subscribers. The regulatory uncertainty that has always bedeviled companies competing in the sector was augmented to by a tainted telecom auction in 2008, which resulted in the resignation and arrests of a cabinet minister. The saga played out in the Indian Supreme Court's recent ruling taking away licenses awarded to eight companies in that auction; the fact that six of these eight companies were foreign suggested a nativist spin to corruption. Put in blunter terms, the ruling seemed to suggest that bribery of Indians by other Indians was par for the course, but bribery by foreign nationals was an abomination.
3. Finally, from the other great growth story in Asia, China, came the story of Bo Xilai, a prominent member of the party elite, and his family: his wife, who is accused of murdering a British businessman, and a son, Bo Guagua, who goes to the Harvard's Kennedy School of Government, drives a Ferrari and has the lifestyle of a top notch capitalist. While the story is filled with the kinds of details that tabloid newspapers love, the real story that the Chinese government wants to keep a lid on is that Bo is not alone among government officials, in accumulating wealth out of proportion to his "income" as a government official.

I am not an expert on corruption but here is what I see as the ingredients that allow it to flourish. First, for official gatekeepers to have power, you need gates: the more licenses, permissions or other official approvals you need to operate, the greater the potential for corruption. Second, it is a lot less risky being corrupt if you have political hegemony (whether it be of the dictatorial variety or one party rule), an ineffective legal system (making it impossible to challenge biased official acts) and an apathetic or controlled media (that either cannot or will not view corruption as a good news story). Third, the odds of corruption increase if the system is designed on the premise that corruption is the rule rather than the exception. Thus, setting the salaries of public employees at well below what the market would pay them, given their qualifications, on the assumption that they will augment these salaries with "side payments", will ensure that you will attract the "most corrupt" people into government and a continuation of the system.

Rather than debate the basis of corruption and whether culture and history play a role, I want to first focus on “objective” measures of corruption . Transparency International, an organization that tracks corruption globally, releases an annual listing of corruption across the world. Just to provide a summary, the following is a list of the ten least corrupt and the ten most corrupt countries in the world, based on their ranking.

Least corrupt countries in the world	Most corrupt countries in the world
1. New Zealand	1. Somalia
2. Denmark	2. North Korea
3. Finland	3. Myanmar
4. Sweden	4. Afghanistan
5. Singapore	5. Uzbekistan
6. Norway	6. Turkmenistan
7. Netherlands	7. Sudan
8. Australia	8. Iraq
9. Switzerland	9. Haiti
10. Canada	10. Venezuela

Just for information, the United States came in as the 24th least corrupt country out of 182 countries, China was 75th and India was 95th on the list. While I am sure that there are countries where you and I may disagree with the rankings, there are clearly regions of the world where operating a business without "paying off" government officials is close to impossible.

If you are valuing a company that operates in these dens of iniquity, how do you incorporate the costs of corruption into your value? Here are a three alternatives:

1. Treat bribes as operating expenses: From a valuation perspective, it would be easiest to deal with bribes if they were out in the open and  treated as a separate line item in the expenses. So, in your operating expense breakdown, you could have a line item titled "Bribes and payments to corrupt officials" with the expense associated with it. Perhaps, we can then assess firms on the efficiency of their bribery and treat it as a competitive advantage for companies that are exceptionally good at getting results for their money. Unfortunately, even in countries where corruption is endemic, it remains "under the surface" and unreported.
2. Treat corruption as an implicit (and unreported) tax: In the more likely scenario, where corruption exists but is not explicitly reported, it may make sense to consider the expenses associated with it as an implicit tax levied by the government. The fact that this tax revenue goes to the government officials and not to the taxpayers is deplorable, but that makes little difference to the company paying it. While this idea may seem farfetched, PWC did exactly this in an "opacity index" that they computed for dozens of countries and converted into tax rates. In 2001, for instance, they estimated the added cost of operating in China was the equivalent of facing an effective tax rate of 46%. Unfortunately, this listing is almost a decade old and while the opacity index itself has been updated by others, the effective tax rates no longer seem to be computed by country.
3. Increase the cost of capital to cover "government" partners: When corruption occurs at the highest levels, you can argue that as a private business owner, you have "corrupt government officials" as partners who provide no capital but get a share of the income. Consequently, you have to generate a higher return on your capital invested to cover the cash outflows to your implicit partners. You can find interesting attempts to quantify this effect here and here.

There are two complicating factors. The first is that the United States (among other countries) has laws on the books that forbid companies from paying bribes not only to US officials but to officials in other countries . As a consequence, the costs of bribery may be far greater than the actual expenditures incurred and include the penalties that these companies will be face, if the bribery is exposed. The second is that the "right connections in high places" in countries with extensive corruption is a significant competitive advantage in itself. Odious though we may find this proposition, the firms that understand how the system works (or who to pay and how much to pay to make it work) will generate excess returns and higher value than their more virtuous counterparts. 

Governments and Value II: Subsidies and Value

In my last post, I looked at the negative effects on equity value of the threat of government expropriation (nationalization). In this one, I want to focus on the more benign (and perhaps positive) impact that governments can have the values of some companies, through subsidies in one of many forms: providing or facilitating below-market rate financing, special tax benefits, revenues or price supports and even forcing competitors to provide direct benefits to a subsidized entity. Note that my intent in this post is not to examine the wisdom of these subsidies and whether governments should be tilting the playing field. While I do have strong views on the topic (and you can guess what they are from the subtext), I want to focus on the mechanics of how best to value businesses that benefit from these subsidies. This post was, in part, triggered by the recent news story on First Solar, where the company announced its intent to both scale back its operations and return a $30 million subsidy it had received from the German government.

Subsidy Variants
Governments, through the ages, have played favorites with businesses, either providing help to their preferred companies or, in some cases, handicapping their competition. Broadly speaking, there are at least four ways in which governments can try to benefit a subset of companies:

1. "Low or no cost" financing:  The cost of borrowing (debt) for a company should reflect its default risk. In some cases, governments can step in the fray and either provide or facilitate "cheap" or "below market rate" financing, ranging from grants (effectively free financing) to low-interest rate loans (Airbus) to acting as a loan guarantor with banks (Tesla). The net effect is the same: the company is able to borrow more money at lower interest rates than it otherwise would have been able to, which, in turns, lowers its overall cost of financing its operations. You can argue that bailouts are a variant on this subsidy, insofar as it offers a financial lifeline to distressed (usually too-big-to-fail) firms that otherwise would have faced default.
2. Tax holidays, credits and deductions:  The tax code has long been a favored device for the government to bestow benefits on chosen sectors or companies. In some cases, this can take the form of a lower tax rate on income (than the tax rate paid by other businesses) or a tax holiday, and in others it can take the form of more generous expensing and depreciation rules. Fossil fuel companies in the US, for instance,  have been allowed to expense a portion of exploration costs, granted tax credits amounting to 15% of investment costs related to enhanced oil recovery and gas pipelines can be depreciated over 15 years instead of 20 years. These benefits translate into higher after-tax cash flows (from paying less in taxes)  or timing benefits on tax savings (with expensing and depreciation breaks).
A side note: One oft-used proxy of which businesses get subsidized the most is the difference between the effective tax rate paid by these businesses and the marginal tax rate. I report the average effective tax rates on my website, by sector. However, I think that the dominant factor driving effective tax rates now is not tax subsidization but foreign sales. The more revenues a company (or sector) generates from overseas (where corporate tax rates are lower), the lower the effective tax rate will be.
3. Revenue or price support (Higher and more predictable revenues): In some cases, governments step in to both stabilize and increase revenues of businesses by providing price support to companies. For instance, the US government, among others, has provided price supports for some agricultural products, such as sugar. In other cases, governments benefit firms by handicapping foreign competition and imposing tariffs on imported goods. Sometimes, government can indirectly support revenues by providing the subsidies to the customers of preferred companies; an example would be credits offered to homeowners for using solar panels on their houses.
4. Indirect subsidies: Rather than provide benefits directly to a company, the government can also force competitors to sustain the company by either paying a cash subsidy to the company or by buying its products at an arranged price. The Zero Emissions Vehicle Program, a California state mandate requiring that auto manufacturers failing to produce a certain number of zero emission vehicles buy credits from those who did, resulted in Tesla receiving millions of dollars in payments from other auto companies.

Ways of dealing with subsidies
There are two ways of dealing with subsidies. One is to build them into your discounted cash flow valuation inputs and let them flow into your estimated value. The other is to ignore subsidies in a DCF valuation and to value subsidies separately and add them on.

1. Build into valuation 
Each of the subsidies, described above, can be incorporated into a DCF valuation input:
a. "Low cost" financing: Enter the subsidized cost of debt and/or the subsidized debt ratio into the cost of capital, which will yield a lower cost of capital and higher value. Thus, if a firm like Tesla that normally would not have been able to borrow money, since it is a risky, money losing company. and would have been all equity financed (say with a cost of equity of 11%) may be able to borrow a portion of its capital at a "low" interest rate (because of implicit or explicit government subsidization) and end up with a cost of capital of 10.8%.
b. Tax holidays, credits and deductions: Subsidies that take the form of a tax holiday or special tax rate will lower the effective tax rate and increase after-tax cash flows. To the extent that the tax subsidized operations can be kept separate from non subsidized business, the company may be able to still get the full tax benefits of borrowing. More generous expensing and depreciation rules don't increase the nominal tax benefits across time but the value of the tax benefits will increase because they occur earlier in time.
c. Revenue or price supports: These subsidies can show up in two places. First, the price support increases revenue to producers who can sell at the support price, which is higher than the market price. Second, to the extent that these subsidies make revenues more stable, they may reduce the operating risk in the business and increase value.
d. Indirect subsidies: The transfer payments from competitors will boost revenues and cash flows and increase the value of the subsidy-receiving company.
The advantage of this approach is that the subsidies then get baked into the valuation, with no need for post-valuation garnishing or augmentation. The disadvantage of this approach is that it is easy to forget that subsidies don't last forever and that the firm will eventually lose them, either because governments cannot afford them anymore or because the company loses its preferred status.
If you do decide to go this route, keep in mind at least two issues. If you build subsidies into your DCF valuation, think through how long these subsidies will last. For instance, the "low cost" financing subsidy may cease to be one, if your company becomes a larger, more profitable entity. In addition, check to see what the value of the company would be, with no subsidies. In other words, break the company's value down into its operating value and its subsidy value.

A valuation of Tesla
To illustrate the process, let me try to value Tesla Motors, the electric car company founded by Elon Musk, one of the co-founders of Paypal. Tesla Motors got a subsidy from the US government, in the form of a Department of Energy loan facility that it utilized to borrow about $250 million in 2011, at an interest rate of 3%. (You can download my excel spreadsheets, with the valuations, if you want):
Step 1: I valued Tesla Motors, with the subsidized financing. The company's borrowing gives it a debt ratio of about 10%, which with its subsidized interest rate, results in a cost of capital of about 10.8%. The valuation, where I do assume that Tesla's revenues will climb to about $ 5 billion in 10 years and that the pre-tax operating margin will converge on 12% (much higher than the average margin of 7% across automobile companies in 2011), yields a value per share of $10.40/share.
Step 2: I valued Tesla Motors without the subsidized financing, by assuming that the firm would have to raise the debt at a market interest rate of 9% (instead of the 3% subsidized rate). The resulting value per share is $9.60.
Step 3: The interest rate subsidy can be valued at $0.80/share, the difference between the valuation with the subsidy and the valuation without.
This is the narrowest measure of the subsidy. If we expand the subsidization to include tax credits for future investments (reducing reinvestment needs for the future) and perhaps less risk (if the government supports revenues or requires competitors to pay Tesla), the value per share would increase (and so would the subsidy value). In this final valuation, I expand the Tesla valuation to include broader subsidies and generate a value per share of $18.17/share.

2. Separate valuation
In this approach, the discounted cash flow valuation is done with inputs that the firm would have had in a non-subsidized world, and the value of the subsidy is assessed separately. Thus, in the case of Tesla, you would value the company using the 12% cost of equity (or capital) that the firm would have had in a non-subsidized world, and then value the effect of the low cost financing separately. Thus, if Tesla is able to borrow money at a lower rate, as a result of the government support or backing, the savings each year from the subsidy amount to the difference between the market and the subsidized interest rates. Taking the present value of these savings over time should generate a value for the subsidy, which can then be added on to the value obtained using the non-subsidized cost of capital.
While this approach requires more detailed information on the nature of the subsidy and what the firm would have looked like in its absence, it has two benefits:
a. The analyst can value the subsidy for only the period that he or she thinks it will be offered and discount it at an appropriate rate. Thus, if Tesla has $250 million in debt at a 3% subsidized rate, when it should have been paying 9%, it is saving $15 million a year because of the subsidy (9% of 250 - 3% of 250). Assuming that the subsidy is likely to continue for only 10 years and that the only risk of not getting it is if Tesla defaults, the present value of $15 million a year for 10 years, discounted back at the unsubsidized cost  of debt of 9%, yields a value today of $96.26 million.
b. If the subsidy from the government requires the company to offer something in return (build a manufacturing plant with higher cost labor), separating the effects of the subsidy from the valuation allows you to assess the costs and benefits of taking the subsidy. If the net benefit is negative, the company may be better off rejecting or returning the subsidy to the government.

Implications for investing/valuation
A company that gets significant subsidies from the government will have a higher value, in most cases, than one that does not. In some sectors, say green energy, the subsidies can account for a significant portion of the overall value of the firm (and its equity). As an investor, I have always been uncomfortable investing in these companies at prices that require the continuation of subsidies to justify the investments. Governments, especially in these times of budget constraints and sovereign defaults, are both fickle in their choice of favorites and unreliable subsidizers. Thus, if I can buy Tesla at a price that is less than its unsubsidized value, I will do so, and view the subsidies as icing on my investment cake. If, on the other hand, making money on Tesla requires me to count on the government's continuing indulgence, you can count me out. In this case, I am spared the choice, since Tesla at the prevailing stock price of $ 30 looks overvalued, even relative to the most generous subsidized value.

Governments and Value: Part 1 - Nationalization Risk

I have been writing about valuation for a long time and for much of that time period, I chose to ignore the effects, positive or negative, that governments can have on the value of businesses. Implicitly, I was assuming that governments could affect the value of a business only through the tax code and perhaps through regulatory rule changes (if you were a regulated firm), but that  a firm's value ultimately rested on its capacity to find a market for its products and generate profits from these products. The last five years have been a wake-up call to me that governments can and often do affect value in significant ways and that these effects are not restricted to emerging markets.

The news story that brought this thought back to the forefront was from Argentina, where Cristina Fernandez, the president, announced that the Argentine government planned to nationalize YPF. The ripple effects were felt across the ocean in Spain, where Repsol, the majority owner of YPF, now stands to lose several billion dollars as a consequence. Not surpringly, the stock price of YPF, already down about 50% this year, plunged another 21% in New York trading. If you own YPF stock, my sympathies to you, but it is too late to reverse that mistake. However, there are general lessons that we can take away from this sorry episode about how best to incorporate the possibility of government capriciousness into what you pay for shares in a company.

1. Intrinsic value and nationalization risk
There are three components to intrinsic value: cash flows (reflecting the profitability of your business), growth (incorporating both the benefits of growth and the costs of delivering that growth) and risk. If you have to value a company in a country where nationalization risk is a clear and present danger, the obvious input that you may think of changing is the risk measure. After all, as investors, you face more risk to your investments in countries with capricious heads of state or governments, than in countries with governments that respect ownership rights (and have legal systems that back it up).
There are three options that you can use to incorporate the effect of this risk on your value:


Option 1- Use a "higher required return or discount rate": If you are using a discounted cash flow valuation, you could try to use a higher discount rate for companies that operate in Argentina, Venezuela or Russia, for instance, to reflect the higher risk that your ownership stake may be taken away from you for less-than-fair compensation. The problem that you will face is that discount rates are blunt instruments and that the risk and return models  are more attuned to capturing the risk that your earnings or cash flow estimates will be volatile than to reflecting discrete risk, i.e., risks like survival risk or nationalization risk that "truncate or end" your investment.


Option 2: Reduce your "expected cash flows for risk of nationalization: You can reduce the expected cash flows that you will get from a company incorporated in a "nationalization-prone" market to reflect the risk that those cash flows will be expropriated. While this may be straight forward for the near term cash flows (say the first year or two), they will be much more difficult to do for the cash flows beyond that time period.

Option 3: Deal with the nationalization risk separately from your valuation: Since it is so difficult to adjust discount rates and cash flows for nationalization risk (or any other discrete risk), here is my preferred option.
Step 1: Value the company using conventional discounted cash flow models, with no increment in the discount rate or haircutting of the cash flows. The value that you get from the model will be your "going concern" value.
Step 2: Bring in the concerns you have about nationalization into two numbers: a probability that the firm will be nationalized and the proceeds that you will get if you are nationalized.
Value of operating assets = Value of assets from DCF (1 - Probability of nationalization) + Value of assets if nationalized (Probability of nationalization)

To illustrate, consider Dominguez & Cia, a Venezuelan packaging company, which generated 117 million Venezuelan Bolivar (VEB) in operating income on revenues of 491 million VEB in 2010. A discounted cash flow valuation of the company generates a value of 483 million VEB for the operating assets. Assuming a 20% probability of nationalization and also assuming that the owners will be paid half of fair value, if nationalization occurs, here is what we obtain as the nationalization adjusted value:
Nationalization adjusted value = 483 (.8) + (483*.5) (.2) = 435 million VEB
Subtracting out the debt (291 million) and adding cash (68 million) yields a value for the equity of 212 million VEB. At its traded equity value of 211 million VEB, the stock looks fairly priced. If you download the valuation, you can see that I have incorporated the high operating risk (separate from nationalization risk) in Venezuela with a higher equity risk premium (12%) and the higher inflation/interest rates in Venezuela with a higher risk free rate of 20%. In particular, play with the nationalization probabilities and the consequences of nationalization to see how it plays out in your value per share.

Note, though, that my 20% estimate of the probability of nationalization is a complete guess, in this case. If I were interested in investing in Venezuelan (Russian, Argentine) companies,  I would spend more of my time assessing Hugo Chavez's (Vlad Putin's, Cristina Fernandez's) proclivities and persuasions than on generating cash flow estimates for companies. Since my skill set does not lie in psychoanalysis, I am going to steer away from companies in these countries.

2. Relative value and nationalization risk
How would you bring in the concerns about nationalization, if you value companies based upon multiples? One is to use multiples extracted from the country in question, on the assumption that the market would have incorporated (correctly) the risk and cost of nationalization into these multiples. To an extent, this is reasonable and it is true that companies in countries with high nationalization risk trade at lower multiples.

Note that while Russian and Venezuelan companies trade at a discount to their emerging market peers (and my guess is that Argentine companies will join them soon), you have no way of knowing whether the discount is a fair one.

The problem, though,  becomes more acute when you are not able to find enough companies in the sector within that country to make your valuation judgment. With Dominguez & Cia, for instance, you have the only publicly traded packaging company operating in Venezuela. If you decide to go out of the market, say look at US packaging companies in 2011, the average EV/Operating income multiple is about 10.51 in January 2012. Applying this multiple to Dominguez's operating income would generate a value of  1230 million VEB, well above the market value of 211 million VEB. However, you have not incorporated the higher operating risk in Venezuela (separate from the nationalization risk) and the risk of nationalization.

The bottom line with multiples is simple. If you do not control for nationalization risk, companies in countries which are exposed to this risk will often look absurdly cheap on a PE ratio or an EV/EBITDA basis. But looking cheap does not necessarily equate to being cheap..

Implications
While it is too late to incorporate the risk of nationalization in the value of YPF, you can adjust the estimated values of other Argentine companies. While the government of Argentina may argue that YPF was unique and that they would not extend the nationalization model to other companies, I would operate under the presumption of "fool me once, shame on you... fool me twice, shame on me" and incorporate a higher probability of bankruptcy into the valuation of every Argentine company. The net effect would be a drop in equity values across the board: that is the consequence of government action. There are other repercussions as well. A government that is cavalier about private ownership is likely to be just as cavalier about its financial obligations: no surprise then at the news that the default spreads for Argentina have surged after the YPF news.

In closing
While this post is about the "negative" effects of government intervention, it is possible that the potential for government intervention can push up the value of equity in other companies. In particular, the possibility that governments may "bail out" companies that are "too large or important to fail" may increase the value of equities in those companies as will the potential for government subsidies to "worthy" companies. I will come back to these questions in subsequent posts.

Returning again to the Argentina story, Ms. Fernandez was quoted as saying, "I am a head of state, and not a hoodlum". Someone should remind her that the two are not mutual exclusive, and the problem may be that she is both.

Google splits its stock and spits on its stockholders

I have talked about Google in prior posts on its voting share structure and the increasing cost it is paying for maintaining growth. Well, the company had a big news day yesterday, starting with an impressive earnings report (earnings growth of 60% & revenue growth of 24%) and ending with an announcement that they would be splitting their stock, with a twist. I will focus on the stock split but use it to also make a couple of points about corporate control and earnings growth.

Stock splits and stock dividends are empty gestures from an intrinsic value standpoint because they change none of the fundamentals of a company. The value of a business rests on its capacity to generate high returns (and cash flows) from existing investments, its potential for value creating growth and the risk in its operations. Splitting your stock (or its milder version, stock dividends) change the number of units in the company without affecting value. Thus, in a two for one stock split, you, as a stockholder, will end up with twice the number of shares, each trading at half the intrinsic value per share that they used to.
The Google split: Google’s intrinsic value does not change as a result of the stock split. If you are interested, here is my estimate of the intrinsic value per share of Google,, pre-split. At $630/share, the stock look a little over valued (by about 10%). After a two for one stock split, they will still be over valued (by about 10%)... 

There are two areas where stock splits or dividends can affect prices, either positively or negatively.
a. Price level effects: By altering the price level, a stock split can affect trading dynamics and costs, and alter your stockholder composition. The “splits are good” argument goes as follows: when a stock trades at a high price (say $800/share),  small investors cannot trade the stock easily and your investor base becomes increasingly institutional. By splitting the stock (say ten for one), you reduce the price per share to $80/share and allow more individuals to buy the stock, thus expanding your stockholder base and perhaps increasing trading volume & liquidity.  The “splits are bad” argument is based upon transactions costs, with the bid-ask spread incorporated in these costs. At lower stock price levels, the total transactions costs may increase as a percent of the price. The effect has been examined extensively and there is some evidence, albeit contested, that the net effect of splits on liquidity is small but positive.
The Google split: Since the split is a two for one split at a $650 stock price, there is not much ammunition for either side of the price level argument. At $325/share, Google will remain too expensive for some retail investors and the transactions costs and trading volume are unlikely to change much. As one of the largest market cap companies in the market, I don't think liquidity is the biggest problem facing Google stockholders.

b. Perceptions: A stock split may change investor perceptions about future growth potential in both good and bad ways. The “splits are good” school argues that only companies that feel confident about future earnings growth will split their shares, and that stock splits are therefore good news. The “splits are bad” school counters that splits are empty gestures (and costless to imitate) and that companies resort to these distractions only because they have run out of tangible ways of showing growth or value added.
The Google split: I would find it odd that a company that just reported good growth in earnings and dividends would use a stock split as a signal. In fact, I am looking forward to seeing the full filing. Perhaps, there is “bad” news hidden behind the healthy growth that Google does not want me to pay attention to.. Or, Google is looking down the road at the oncoming competition (from Facebook and its social media allies) and does not see good things happening. Or, maybe a split is sometimes just a split (with no information about the future)... 

The twist in this stock split, i.e., that the shares that will be created in the split will have no voting rights, is the more intriguing part of the story. In talking about the rationale for the split, here is what Larry Page said:
"We have protected Google from outside pressures and the temptation to sacrifice future opportunities to meet short-term demands." Talk about chutzpah! What outside pressure? And to do what? And what temptation is Page alluding to? Brin and Page think that you (as stockholders) are too immature to know what’s good for you in the long term, and they want to make these decisions for you.  I think it is absurd to make the argument that Google would somehow have been stymied in its long term decision making, if it did not have the shareholder structure that it has now. I will wager that there is not a single decision that Google has made over the last decade that they would not have been able to make with a more democratic share voting structure (one share, one vote). The difference is that they would have had to explain these decisions more fully, which is a healthy thing for any management in a publicly traded company to do. In fact, what the stock split signals (to me) is that Google is planning more controversial (and debatable) big decisions in the future and they do not want to either explain these decisions or put them up for a fair vote.

As the Google model for control becomes the rule rather than the exception, at least in the technology sector, here are the three responses you can adopt to the "Googlers":

a. Sit it out: If as a stockholder, you are becoming part owner (and partner to the current owners) of a business, I would not blame you, for refusing to buy stock in Google-like companies, because you are not being treated as a full partner. Consequently, you could decide to avoid being investors in any company that has a dual-class structure for voting. The problem, of course, is that you might end up with no investments in an entire sector (social media and young technology) that is the fastest growing segment of the market.

b. Price it in: The logical response to the loss of control is to price it in, effectively discounting the price you pay for low-vote or no-vote shares, relative to full-vote shares. Conceptually, it is not difficult to do and I have a paper on how you can go about estimating the discount on non-voting shares: you have to build in the expectation and likelihood that managers will misbehave in the future, and that you will not be able to stop them.  In practice, though, investors often value low-vote shares  based upon recent management performance/behavior, paying too high a price when managers are behaving and performing well and pushing down the price too low, after managers disappoint them. 

c. What, me worry? There are investors who argue that  owning shares, with or without voting rights, gives you little say in the management or corporate governance of most companies and that the dilution of voting rights should therefore have no effect on what you should pay. My response to this karmic view of corporate governance is two fold. First, the fact that you may not be able to change managers with your shareholding (because it is small) does not necessarily imply that stockholders collectively cannot make a difference; in fact, we know that they often do. Second, if you buy into this view, you have effectively lost the right to complain about your lack of say in decision making. Thus, for those institutional stockholders in Google who were quoted in the news stories yesterday as being disappointed that your counsel was not heard, I have little sympathy for you. Google and all of its imitators in the technology sector (with Facebook being the most prominent recent member of the “spit in your stockholder’s face club) have been clear about where control lies. Buying stock in Google or Facebook and then complaining about the autocratic tendencies of Page/Brin or Zuckerberg is like getting married to one of the Kardashian sisters and then complaining about your in-laws or loss of privacy. (Let's call this the Kardashian rule and codify it....)