Pages

Saturday, March 29, 2014

blame it on accountants for poor investments

However much we want to blame the accountants for what they do and how they do it, there is one thing we cannot do, that is, take their advice for investing decisions. 

A firm would do well if it takes good projects over a long period of time which earn returns higher than its cost of capital. Easier said, but in practice we don't find too many firms enjoying excess returns over a sustainable period. Value creation is a rare virtue.

Value destruction is easy; take bad projects on a periodic basis, and then blame someone else; how about bad weather? Nevertheless, the last thing the managers could do is blame accounting advice for their poor investing decisions. Is it their ignorance or ego issue, or just for the heck of it? 

The recent news is about MF Global going bankrupt due to its poor judgment on sale of certain sovereign (mostly bad European) debt instruments, only to repurchase them back (repurchase agreements). The result was higher liquidity, and yes, a lot of commitments; we call it debt, but for which the accountants might have another name and treatment; the definition of debt to the accountants is probably different; it appears that they cannot recognize contractual commitments having debt characteristics. 

MF Global was formed in 2007 just before the financial crisis in 2008, and was trapped in a series of bad investments; it was forced to bankruptcy in 2011. 

Now it is blaming PwC for its poor judgments. Kidding it or playing the scapegoat?

If the managers try to play the short term games and dress-up quarterly results just to satisfy the rating agencies, analysts and investors, it is only a matter of time for the reality to catch up.

Wednesday, March 26, 2014

accounting gambit

Investor requirements
An investor's job is to analyze whether a stock is worth buying at its current trading price; the investor is naturally an analyst first. The task on hand is estimating the intrinsic value of the business behind the stock and making informed decisions.  

The pursuit is estimating the earning power of the business on a sustainable basis. This requires at least some knowledge about the business, the industry where it operates, and of course the macro environment. In acquiring such knowledge, the analyst has to check whether the business enjoys any particular competitive advantages, and how sustainable these special advantages are. Tough entry barriers, favorable regulation, great brand name, superior technology, economies of scale make the businesses earn superior (excess) returns over a sustainable period. 

The analyst has to estimate the extent and timing of free cash flows a business can generate during the initial, high-growth and stable-growth periods. This leads to estimating revenues and operating margins, and reinvestment needs, i.e. capital spending and working capital requirements to generate those revenues. The book capital then should include both the existing capital and reinvestment to be made in future. This capital is usually funded by equity and debt in proportions envisaged by the managers. 

The analyst will also have to assess the risk associated with these cash flows before a valuation can be carried out. 

Suppliers of information
However, none of this is possible in the absence of the financial statements of the business, both historical and current. This brings us to discuss the role of accounting in business valuation. 

The fact that financial statements are more a product of accounting is not for debate. Financial statements are prepared using a framework which is the GAAP as directed by FASB for the companies incorporated in the US, or the IFRS as directed by IASB for most of the other companies. There are exceptions (as of now) such as India where financial statements are prepared using the GAAP as directed by the ICAI

In the past the accounting standards setting bodies such as FASB and IASB focused on the historical costs as the basis for preparation of the financial statements. This presented the financial statements as the cash was spent or received with adjustments made for the accruals accounting. 

Particularly the last decade has drastically changed the way financial statements are prepared. The basis for preparation has moved towards fair value accounting rather than the historical cost. The rationale primarily has been that historical costs told nothing much about the indicative value of the company, but fair value accounting makes an attempt to supply much useful information required by the investors in assessing the value of the company. 

The financial statements in their current form, however, still lag behind the information that is required by the investors. Check this out:

Acquired assets include property, plant and equipment, goodwill and other intangible assets. PPE are presented based on the historical costs usually, or based on revalued amounts when managers consider that book value appears too low, or based on fair values when these assets form part of a business acquisition. For an investor, each of these could pose challenges both when assessing the current book value of capital employed and when comparing with other firms. All PPE are presented net of depreciation, but the method adopted to calculate depreciation can be different. 

Goodwill is presented as a product of business acquisition which remains on the balance sheet until someone wakes up and says it is impaired when its value is brought down. Intangible assets such as brand names, customer relations and copyrights arising out of business acquisition accounting are more dicey. If these were not presented in the balance sheet the acquisition costs would be allocated to goodwill. We can see that these intangibles are presented as acquired assets to lower the goodwill value on the balance sheet. A firm on a stand-alone basis cannot bring its brands or customer relations on to its balance sheet, then why when it acquires a business that is allowed - is it purchase-price allocation, or window dressing?

Investments in associates are presented based on equity method of accounting; all other financial investments are usually carried at fair value. All derivative instruments are presented at fair value. Estimation of fair value, however, is left to the accountants. Quoted marked prices are considered as fair values; and when there are no quoted market prices the preference is to call the book value as fair value.

All these games make the job of calculating book value of capital difficult which otherwise is a very easy task.

Details of acquisitions are also not supplied keeping investors in mind. If acquisition is made in cash, there is a chance that it shows up in the statement of cash flows, and we can get some more information from the footnotes. If the acquisition is made in stock, the financial statements hardly supply more details regarding this. 

Debt is categorized in the balance sheet as short-term and long-term. However, further information on debt is presented as the managers feel about it; some present well, some don't. The cost, maturity profile and special covenants for each debt instrument is not presented in a way that is useful for an analyst. Operating lease commitments are considered as operating costs even when these are long-term and non-cancellable. 

Costs related to research, advertising and staff training are charged to the income statement in the year when incurred. For an analyst these could be in the nature of investment for future depending upon the nature of the business. 

Information related to stock options, and other derivative financial instruments is usually not presented in a manner an analyst would have liked. The same is true regarding pension and health care obligations. 

All these factors pose serious challenges to the analyst when making estimates for reinvestment, growth, and return on capital. 

The least the managers, accountants and auditors can do to help analysts is to present in a more transparent manner. Asking for too much?

Thursday, March 6, 2014

fb-whatsapp deal is about what we see that they don't

Facebook buys WhatsApp
Well, the news is a few days old already; Facebook has bought WhatsApp for $19 b which is being paid in parts: $4 b in cash, $12 b in its own stock, and an additional $3 b restricted stocks as a contingent consideration. 

The implications 
There are several implications here at least from a valuation or pricing perspective:

As of now, Facebook's equity has a market value of $182 b, which means WhatsApp is priced about 10.5% of Facebook.

Facebook has about 1.2 b users and WhatsApp about 450 m users, which means per-user price for WhatsApp is far lower than that is for Facebook. A bargain is what Facebook might say. 

At 800 m daily users of Facebook, the deal appears to be a bigger bargain.

Facebook's revenue for 2013 was $7.9 b, which gives a price-to-sales ratio (not the best ratio to use for the enterprise; let's continue to keep it simple) of 23. Here WhatsApp with revenue of $20 m (probably speculated) comes quite expensive. 

How cares? Let's continue.

So far we have only tried to play some pricing games which Facebook probably considers that it has won.

The value
Facebook had operating income of $2.8 b, while I don't think WhatsApp reported any operating income. With this, any price quoted for WhatsApp would appear to be a joke. 

However, Facebook must have seen something: Future profits, Growth, Control, Synergy, or Competitive advantage?




Number of users is alright; for the business to continue to exist the users have to be monetized, that is, translated into revenues, those revenues should be higher than operating costs, and finally, those operating profits should continue to grow. 

We don't see that with WhatsApp, at least for now. WhatsApp apparently charges about $1 per user annually after a free usage for one year. It also has reportedly extended its one year free offer to the next year. With 450 m users now, and which seems is growing by a million by the day, all that can be seen is a lot of users, and not much cash. 


Is there any other revenue stream - how about advertising? Nope, there is no chance. Here's why:


WhatsApp has not sold any ads, and it doesn't want to. We hope that it has told Facebook about this.

So little subscription revenue and none from ad revenue, how does WhatsApp survive? Who pays for its operating costs? $19 b is going to its owners not to the firm. 

Reportedly, there is one other revenue stream, although a potential one, which WhatsApp can bank on. It is reported that all the messaging and chats data is being collected and stored by WhatsApp on its databases. With this it may have Google-like people's data (interests, tastes, preferences) available which can be monetized later, if not now. How much of this is legal, we don't know.

Facebook writes history
Final thoughts would be that we have not seen anything great in WhatsApp to say that it is worth $19 b. Of course, it is based on what we have seen; we do not have the ability to gaze into and predict the future; may be that's where Facebook has trumped us. 

After all, it said, no one in the history of the world has done anything like that. Well, here we may want to agree. 

The boardroom justification
There are stories to justify the deal, any deal for that matter.

It is also likely that Facebook must have seen something else: fear of competition. WhatsApp was only formed in 2009 with about $8.25 m capital, and in 5 years time was perceived to be good enough to threaten Facebook, the $182 b giant.

That could give one reason to the Facebook board to buy out the competition, and nip the bud. After all, Facebook has cash of $11 b, and issuing stocks is easy; that's fair game; is it?

The Appmail
Then there is a catch, like it is there everywhere: What if other Apps come forward and show the potential to threaten the Facebook-WhatsApp combination?

Sample this:



Viber was recently acquired by Rakuten for $900 m, and has plans to grow its user base to 2 b soon.

Then there could be Alibaba coming with its own App; Or there could be smarter and quicker small Apps which now have huge incentives to unleash with the hope that Facebook will be ever willing to fear them and pay for them. Sure, these are not greenmails; let's call them Appmails.

You never know, Facebook might again do something that no one in the history of the world did anything like that. After all, it has the right CEO and Chairman, and the Board to back up.