Risks and Returns

That's Monica on Sunshine Beach, Sunshine Coast, Queensland, Australia. That's the real name of the place! While I'm not much of a beach guy, the scenery has been worthwhile.

This week I'm talking about finance and company valuation. If you would prefer a solid endurance article then Coach KP writes about Ironman Pacing on Alternative Perspectives.

This week's announcements run a bit long. I'll update on our Tucson camp next week -- we still have a couple of spaces.

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Brad Kearns has a project called Running School (aka Running's Cool). The idea is to educate elementary and middle school kids/teachers/parents about nutrition and exercise. The program touches on a lot of things that we believe in. Brad started at his kids' school and is planning on branching out to other schools. You can clickthrough to find out how to help him with the worthwhile cause. We are sponsoring a school in 2008.

A reader sent in this speech by the former Chairman of Bankers Trust (good stuff, thanks for thinking of me). The fourth paradox (about moderation and extremism) rang most true. It is worth a read.

There are other speeches by Sanford on that site -- his defense of Financial Services puts forward a good case. Reality lies between Business School speeches and books like The Game, Liars Poker, Barbarians at the Gate and The Smartest Guys in the Room.

I'm surprised this didn't get more comment... getting paid tens of millions to run a business which writes $10 billion off then walking with $162 million for failing to see it coming. This is not an isolated incident -- only the scale makes it noteworthy.

In hedge funds, trading and investment banking, there is a massive incentive to game the system. Given the amount of leverage available to these companies, there should be clear disclosure and firm regulation. When it really hits the fan, taxpayers are the ones that ultimately foot the bill.

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This past weekend, I read a book on the Enron collapse, The Smartest Guys In The Room. When I arrived at the end of the book I was left with two impressions. First, it is terrifying how fast a highly leveraged vehicle can unwind. Second, I have read that story before.

The problems, and financial techniques, that are part of the Enron story aren’t unique. They have been used, and abused, prior to Enron (computer leasing, software maintenance) and after Enron (sub-prime crisis).

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Concentration

In addition to giving me the advice to “save 10% of what you earn”, my Dad also told me to “never have more than 10% of your net worth in a company you don’t directly control”. The people most hurt by the Enron collapse violated this key tenet of investment strategy.

Even if you are an insider, be wary of monster bets. There have been stages in my investment career where I had more than 100% of my net worth riding on a single company (but it was "my" company). While this ensures “focus”, I feel that I am more effective with a significant, rather than total financial commitment.

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The Deal You Don't Do

If you are in a leadership position then you must foster a culture where it is OK to make a little less money. This helps maintain business, and personal, ethics. Senior management must empower, and support, team leaders that walk, rather than compromise company values. This is _extremely_ hard to do when large amounts of money are on the table. I have seen private equity partners eat hundreds of thousands of dollars in dead deal costs.

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Return on Capital Employed (ROCE)

Towards the end of the Enron book, the topic of the company’s return on investment comes up. A figure of 7% per annum is quoted. The basis of measurement isn’t clear from the text. Here’s how I define it…

Cash Flow Before Interest and Taxes

LESS

Capital Investment Required to Sustain That Cash Flow

Take that and divide by “Net Debt Plus Shareholders Funds”

Tracking this figure back ten years for a business, and its peer group, can tell you quite a bit. Can’t go back ten years? Then place a discount on the quality of those earnings.

A lot of people use “Depreciation & Amortization” instead of “Capital Investment Required…”. If you choose that method then know that your number can be skewed by the recent capital investment history of the firm (and industry) you are evaluating. Age, and capacity, of capital employed should be considered.

Other folks like to use “Earnings” rather than “Cash Flow”. I prefer cash flow because generating cash is the financial purpose of business.

Attractive businesses have a high ROCE and good management teams know their ROCE.

If you meet a company without a clear focus on ROCE then a red flag should go up. It isn’t the only metric but (for businesses with more than just human capital) it is an important figure to track.

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Profit Recognition and Asset Valuation

Inside the book, there is a clear explanation of Mark-to-Market vs. Historical Cost accounting. They are two different methods used to achieve the same goal – a true and fair picture of a company’s financial position. Enron went wrong in its application of its valuation methods as well as its employee rewards structure.

The questions to ask:

Does the business have any contracts/transactions/projects that extend greater than one year? What is the recognition basis for revenue, income and capital uplift on these projects? Describe the nature of historical revenue/cost/value revisions on these contracts. What are the key assumptions that underpin profit recognition and project valuation?

How does employee compensation relate to the assumptions used on the above transactions? Specifically, who benefits and how do they benefit?

Rapidly growing businesses with a material part of their income statement (or balance sheet) linked to management judgment are risky with lower quality earnings. They can still make good investment targets.

If management fails to give clear, immediate answers on the above questions – red flag should go up.

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Off-Balance Sheet Financing

This one often gets companies (and people) into trouble. The main reason to use off-balance sheet financing is to raise debt over-and-above a prudent level. There can be times when these techniques make economic sense.

These structures bite when a company (or person) hits hard times. In particular, financial and performance guarantees can create large, and sudden, liabilities. A business with weak internal controls can have large hidden contingent liabilities.

Some questions to consider:

Have you used any of the company’s shares, assets, or guarantees to support (formally, or informally) projects outside of the company’s balance sheet? Has any outside entity guaranteed (formally, or informally) any aspect of the company’s operations?

Have any members of the management team issued personal guarantees (for any reason) to any financial institution connected to, or separate from, the company? If yes then please supply the specifics.

In the mid-90s, we would go as far as having key management warranty their NAV statements. You can learn a lot about a senior management team by the way they manage their personal finances. In the recent era of covenant-lite financing and non-doc loans, I expect this practice may have fallen away.

If there is a lot going on, or if you can’t figure out why things are going on, then don’t touch the business, or the manager. It’s not worth it.

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Bottom Line

The senior person leading the transaction should ask the CEO these questions. As well, ask employees in accounts, sales/origination and operations/fulfillment. Remember that large frauds start as small frauds – always be willing to walk away.

People want to do the right thing but often feel trapped by their situations. For this reason, you need to ask the questions, a lot of questions. You will save capital (and time) by talking to management before investing.

As personal investors, we rarely have the ability to check these questions with large companies. That is why I don’t invest in the stock market. If you feel that you must have stock market exposure then I recommend a low-cost, broad index fund.

Good luck,

gordo