Tuesday 10 November 2009

****How much is your business worth?

How much is your business worth?
If you are thinking of selling up, what could you get for your business?


General Principals
The largest influence on the price you will get for your business is the Law of Supply & Demand. If, when you sell, there are plenty of buyers with ready cash and few sellers, you will get a good price. If the converse is true, you will either not get a good price or, even worse, you may find you cannot sell up.

Generally, people do not buy a business for what it is; they will buy for what the business does for them. Namely earn them cash to repay their investment, provide them with a living, and build for the future. With cash (not profits) uppermost in their mind on the first two of these, the price is often based on something called 'EBITDA'. EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation) is an accountancy term that represents the sustainable cash profits of the business assuming nil borrowing costs.

To value the business, a multiple is applied to EBITDA. The Law of Supply & Demand essentially dictates the multiple for a particular business sector, or any part of it, or any particular firm. There is no universally agreed multiple for a particular sector, or firm, and multiples vary widely between and within particular sectors depending on a number of factors, but principally the certainty and size of the future cash flows of the business. The multiple applied to your business will depend on a combination of factors, we go into some of these factors in detail below.

Pricing a business is thus more of an art than a precise science. It is not merely a calculation based on two predetermined numbers, and valuers, purchasers and vendors often arrive at differing figures. At the end of the day it is you who has to be satisfied that you have got the best deal under the circumstances.

To get the best price, the main issue you should concentrate on is timing. When the business is ripe for sale, it is often not the right time for you personally or there are too few purchasers with ready cash. All other permutations apply, except the one where all the circumstances fit together neatly. Consequently selling your business generally involves some form of compromise. This makes the decision more difficult for you, especially if you are emotionally tied to the business. There is always a lot going on in the business when you sell, negotiations are intense, and feelings high: selling is a stressful time for you. So it is important that you plan in advance how you are going to sell the business. Only by doing so will you maximise the price you will get. When planning, you should bear in mind the following:

Size
Forget the old maxim, size is important. Large firms attract bigger multiples and more interest than smaller firms because they are perceived as being less risky. Larger firms are less likely to fail and are less reliant on the owner's involvement. Your firm, however large it grows in its niche or how profitable it becomes, may be too small to attract the right purchaser, namely the one with cash. Thus ignore the price achieved for one of your larger, more inefficient, competitors: you may never achieve a similar multiple however good your business is.


Growth
Growth prospects are one of the more major factors affecting the multiple. Buyers will pay more for businesses with higher growth rates as they repay their initial investment quicker than those with low or no growth. Consider selling up before turnover or profits have levelled out. This may go against the grain where you have put in place the basis for such growth, but increasing the multiple, as opposed to increasing the EBITDA, will have a bigger impact on the price you achieve.

Profitability
High gross margins and good levels of cash generation from profits give buyers more flexibility going forward and reduce the risk of the investment proving bad. Buyers will pay more for businesses that consistently report better than industry average figures.

However, the fact that you operate an extremely tight ship may put a buyer off paying too high a price. Buyers will look for easy wins/cost savings, so if a buyer identifies areas where he can make large efficiency savings or growth that could make your company more valuable to him. It is often worthwhile specifically targeting potential purchasers able to achieve such synergies.

Sector
Some sectors attract better multiples than others. There are a number of reasons for this: fashion (such as the dot-coms, energy businesses etc); estimates as to future growth prospects; robustness at times of boom and bust etc. In general, the more certain the future cash flows of a sector, or company, the higher the multiple.

However, some niches within a sector can command a premium from time to time, depending on the then demand for the particular product/service. Building a 'sustainable competitive advantage' and 'Unique Selling Point(s)' in a small niche can produce a handsome price at a time of boom in that sector generally and a better than average price when times are bad.

Business Mix
Diversification, although often reducing operating risk, does not always add to value: it can reduce the value of the overall business. Buyers may only be willing to take on that part of your business that fits in well with theirs; they could either discount the overall price, leave you with the part they do not want or, in the worst case, you could find your business un-saleable. It may be safer to stay in a particular part of the sector, especially for smaller businesses, as it can be difficult to find a buyer who will appreciate diversity.

Customer Base
The quality of your customer base is one of the main factors influencing the multiple used. Customer bases made up of blue chip clients in growing industries attract higher multiples, particularly if there are opportunities for the buyer to sell additional services in to them. If specific customers, or customers in a particular industry, make up a large part of your business, it will affect your pricing, because buyers will see you as having too many eggs in one basket.

Other Factors
Another important component is the strength of the balance sheet. Once buyers have bought a business, they want to focus on growing it and integrating it into their own organisation, rather than deal with historic balance sheet problems.

Buyers will assess the former owner's management of working capital. Businesses with a history of good cash, debtor, and creditor management attract higher multiples than those with a poor track record.

Other balance sheet factors that can influence a firm's value such as the amount of bank / factor debt, and any impending litigation.

The Deal
It is important to many buyers to retain the owner, at least for a period of time, to help introduce them to customers and make sure staff are comfortable with the new regime.

Often a buyer will agree to pay an incentive (this is termed an 'earnout') to the owner to encourage him to stay and to seek to avoid bearing the entire risk of the acquisition. Buyers often look to pay the former owner a share of profits earned over a two or three year period.

Earnouts can constitute a major part of the purchase price. The smaller the company, the more uncertainties there are that could affect how the business might perform, and thus the more likely it is that the buyer will seek an earnout. With planning an exit taking up to two/three years, and the earnout a similar period, it could be five years before you can book your sun lounger fulltime.

Earnouts is one area where your advisers really earn their money. Earnouts create conflicting interests between the current and former owners of the business; there is a risk that the buyer will look to reduce or defer profits in order to minimise the earnout paid. The former owner will look to maximise profits and hasten their recognition. With the former owner having little or no influence post sale over strategy, accounting policies, expenditure etc, there is a very real risk that he could receive less than originally envisaged for the business. It is important that your advisers protect your position wherever possible.

There is a balancing act to be struck, you will have to decide how much money you are willing to wait for and form your own view of the risks involved based on the likely future profitability of the business and your assessment of the purchaser, as against accepting a lesser, but more certain, sum now.

Today's Market
At the end of the day, any business is only worth what you can get for it at the time you sell it. A mathematical calculation of value is a mere indication of potential worth, a discussion tool to be used during the negotiation process. Confidence levels set the level of demand for your business, and in turn how much purchasers may be willing to pay for it. Whilst any downturn will ultimately effect multiples, to get maximum value and increase the certainty of a sale, it is more important than ever that owners considering selling prepare and position their business ready for sale early, and that during the sale process is carried out in such a way as to target purchasers with the right fit, hunger and cash to complete a deal.


http://www.startinbusiness.co.uk/features/features/29_01_2003_biz_valuation.htm

How To Value A Business

How To Value A Business
Accurately valuing a small business is often the most challenging part of the process for prospective business buyers. However, it doesn't have to be an overwhelming or difficult undertaking. Above all, you should realize that valuation is an art, not a science. As a buyer, always keep in mind that the "Asking Price" is NOT the purchase price. Quite often it does not even remotely represent what the business is truly worth.

Naturally, a buyer's valuation is usually quite different from what the seller believes their business is worth. Sellers are emotionally attached to their businesses. They usually factor their years of hard work into their calculation. Unfortunately, this has no business whatsoever being in the equation.

The challenge for you, the buyer, is to formulate a valuation that is accurate, and will prove to provide you with an acceptable return on your investment.

There are several ways to calculate the value of a business:
Asset Valuations: Calculates the value of all of the assets of a business and arrives at the appropriate price.
Liquidation Value: Determines the value of the company's assets if it were forced to sell all of them in a short period of time (usually less than 12 months).
Income Capitalization: Future income is calculated based upon historical data and a variety of assumptions.
Income Multiple: The net income (profit/owner's benefit/seller's cash flow) of a business is subject to a certain multiple to arrive at a selling price.
Rules Of Thumb: The selling price of other "like" businesses is used as a multiple of cash flow or a percentage of revenue.
Let's look at each to determine what's best for your purchase:
Asset-based valuations do not work for small business purchases. Assets are used to generate revenue and nothing more. If a business is "asset rich" but doesn't make much money, how valuable is the business altogether? Conversely, if a business has limited assets, such as computers and office equipment, but makes a ton of money, isn't it worth more?

Income Capitalization is generally applicable to large businesses and most often uses a factor that is far too arbitrary.

The "Rule of Thumb" method may be too general since it's hard to find any two businesses that are exactly the same. Valuation must be done based upon what you, as the buyer, can reasonably expect to generate in your pocket, so long as the business's future is representative of the past historical financial data. Notwithstanding this, the "Rules of Thumb" methodology is an good place to start but is a bit too broad to consider by itself.

The Multiple Method is clearly the way to go. You have probably heard of businesses selling at "x times earnings." However, this can be quite subjective. When buying a small business, every buyer wants to know how much money he or she can expect to make from the business. Therefore, the most effective number to use as the basis of your calculation is what is known as the total "Owner Benefits."

The Owner Benefits amount is the total dollars that you can expect to extract or have available from the business based upon what the business has generated in the past. The beauty is that unlike other methods (i.e. Income Cap), it does not attempt to predict the future. Nobody can do that. Owner Benefit is not cash flow! It is, however, sometimes referred to as Seller's Discretionary Cash Flow (SDCF).

The theory behind the Owner Benefit number is to take the business's profits plus the owner's salary and benefits and then to add back the non-cash expenses. History has shown that this methodology, while not bulletproof, is the most effective way to establish the valuation basis of a small business. Then, a multiple, based upon a variety of factors, is applied to this number and a valuation is established.

The Owner Benefit formula to use is:
Pre-Tax Profit + Owner's Salary + Additional Owner Perks
+ Interest + Depreciation less Allocation for Capital Expenditures

Why Add Back Depreciation?
Depreciation is an expense that allows a business to deduct a certain amount of money each year from an asset so that its purchase value is reduced by its overall useful life. As an example: if the business buys a $25,000 truck and its useful life is estimated at 5 years, then each year the company can deduct $5000 off its income to lessen its tax burden. However, as you can see, it is not an actual cash transaction. No money is physically leaving the business or changing hands. Therefore, this amount is added back.

Why Add Back Interest?
Each business owner will have separate philosophies for borrowing for the business and how to best use borrowed funds, if necessary at all. Furthermore, in nearly all cases, the seller will pay off the business's loans from their proceeds at selling; therefore, you will have use of these additional funds.

A Note About Add-Backs
After completing any add-backs, it is critical that you take into consideration the future capital requirements of the business as well as debt-service expenses. As such, in capital intensive businesses where equipment needs replacing on a regular basis, you must deduct appropriate amounts from the Owner Benefit number in order to determine both the true value of the business as well as its ability fund future expenditures. Under this formula, you will arrive at a "net" Owner Benefit number or true Free Cash Flow figure.

What Multiple?
Typically, small businesses will sell in a one-to three-times multiple of this figure. Now, this is a wide range, so how do you determine what to apply? The best mechanism I have found is that a one-time multiple is for those businesses where the seller is "the business." In other words: "as out the door goes the seller, so too can go the customers." Consulting businesses, professional practices, and one-man businesses come to mind.

Businesses that have a strong track record, repeat clients, historical pattern of growth, more than 3 years in business, perhaps some proprietary item, or an exclusive territory, a growing industry, etc., will sell in the 3-times ratio. The others fall somewhere in-between.

So now the big question: what number/multiple do you apply to the Owner's Benefit number? The answer is simple: nearly all small businesses will sell in the 1-to-3 times Owner Benefit window. Of course, this is a very wide range.

Also, the actual total Owner Benefit figure will impact the multiplier. As the Owner Benefit number increases, so too will the multiple. As an example, a business generating $200,000 in OB, may be worth a 3 times multiple, but one generating $500,000 or $1,000,000 can be worth a four or five times multiple.

The Rules to Apply To Establish A Multiple:
You also want to calculate the Return on Investment (ROI) that you can expect to achieve when buying a business. Let's say that you have $100,000 for a down payment. If you go to Las Vegas and let it rip on "17 black," well you should be entitled to enormous odds. Wouldn't you agree? On the other hand, if you invest it in commercial real estate, which is a solid, stable investment, then 10% return on your money seems about right, doesn't it? In fact, when the real estate market heats up, the return cvan diminish to 5% or so, and still investors are satisfied.

Buying a business is clearly a greater "risk" but definitely far less than gambling it at a casino and so you should expect something in-between. I've always felt that a 25% return on your investment should be the minimum and you can, if negotiated well, get as high as 35% -50% ROI.

If You're New At This, Here's What To Do:
If you don't know how to read an income statement, then learn. It's important for this process. It's simple, and can be done quickly.
Work with your accountant, if necessary, to determine the true Owner Benefits of the business. Be careful about the add-backs. Make certain that any benefits being added back are not necessary expenses needed to run the business.
You can only add back something that has been expensed.
Calculate a multiple in the 1-3-times window based upon the business's strengths and weaknesses. Note that the multiple will increase along with the Owner benefit figure.
Determine your investment level and an acceptable ROI.
Understand that value is personal.
If the business is right for you, it is all right to pay a slight premium, but not to drastically overpay.
Consider applying other valuation formulas simply as a test to your figure.

Professional Valuations: Do You Need One?

For most small businesses, hiring a professional to perform a valuation is not necessary. First of all it is expensive, and more often than not, it simply does not reflect reality. I read a valuation recently on a local company handling specialized telecom components in a very restricted marketplace doing $700,000 a year in sales and netting $100,000. The valuation started off: "The company is focused upon the specialized B2B telephony arena and operates within a broad industry which generates annual revenues of $42 billion in North America. Leading competitors include Nortel, Cisco….." I threw out the entire report after reading that one sentence. Why? How on earth can you possibly compare a $42 billion dollar industry and a $700,000 local distributor of telephone systems? Don't waste time or money getting a professional valuation done for a small business acquisition. Let the seller do that if they so choose. If you want to look at a variety of scenarios, there are some very good, inexpensive software packages available that will do the same thing at a fraction of the cost.

The Key Points:
Remember that valuations are not scientifically based; they're subjective.
Use a variety of methods.
Owner Benefits is the number on which to base your multiple
Uncover how the seller established the asking price
Valuation is a personal formula - What's the business worth to YOU?
Consider the potential return on your cash investment
Final Word: Never, ever buy a business just because the price is right - first and foremost be certain that the business itself is right for you!

About the Author
Richard Parker is the author of How To Buy A Good Business At A Great Price ©, the most widely used reference resource and strategy guide for buying a business. This comprehensive simple to follow guide contains 420 pages of expert tips, proven strategies and winning negotiating techniques. Mr. Parker has purchased ten small businesses in the past 14 years. As President and founder of Diomo Corporation - The Business Buyer Resource Center, his materials have helped thousands of prospective small business buyers realize their dream of business ownership (click here to read some of their stories). His programs are sold in over 50 countries. Available in hard copy or via immediate electronic download. To order a copy click here. Review the complete course outline.

http://buying.businessmart.com/how-to-value-a-business.php

Monday 9 November 2009

Valuing a Business

Valuing a Business
Last updated: 7/11/2008 View printable version

Selling your business will probably be the largest financial transaction you will ever undertake. Getting the right price is crucial.


You will have worked hard over years, maybe even decades, to build a successful company, and will want to maximise the amount you receive; realising its full value will be the ultimate reward for all your hard work and dedication.


And going into a potential deal with an idea of the figure you expect to negotiate enable you to manage the process far more effectively.


Before thinking about approaches to the so-called ‘art’ of valuation, you should consider your reasons for selling. Most advisors recommend formulating an ‘exit strategy’ before you even start a business; selling it when you have achieved your objectives, financial or otherwise, is the most common route.


Selling for the right reasons


Although many business owners continue driving forward well beyond their planned exit point, it’s worth remembering the old maxim: “it’s better to sell out than burn out.” Why not cash in while you are still young and healthy and enjoy the proceeds from all your hard work?


But even in a successful business, a sale can be precipitated by other factors – personal problems, for example, or disagreements among partners or directors. You might receive an unsolicited approach from a company, offering unimaginable amounts of cash for your business. More commonly, you might realise that the current economic climate is ideal for a seller – and not necessarily because of any wider indicators (unheard of purchase prices for similar companies, for example).


Too many sellers choose to exit when their business enters a downturn, when the value of their business looks lower to vendors. In an ideal world, you should aim to sell when your business looks set for growth: when turnover and profit is up, and when buyers will be desperate to get a share of the action.


Of course, some businesses are sold because the owner feels they are unsuccessful or are likely to become so in the future – but this doesn’t mean they are worthless. The right vendor – one that knows the sector – could find a business like this more attractive than a thriving one, because he or she might have the capital or resources to provide the missing link that would trigger growth and quickly boost its value. Even if a company isn’t a ‘cash cow’, it will, in most cases, have some form of assets, real or otherwise, that will represent value to the right buyer.


Valuation is an art, not a science


Understanding the valuation process will allow you to understand the ‘mind’ of that buyer. It will also help you to maximise the value of the business – by realising what you need to do to prepare a business for sale.


Many commentators claim valuation is an art, not a science. Renowned financial journalist Michael Brett once quipped that, in that case, it is the only form of art that regularly appears on company balance sheets.


What is really meant by this phrase is that valuation involves a lot of guesswork and lateral thinking. There is no ‘right’ figure – it could be worth half as much to one buyer as another. If your main product is a widget and demand suddenly surges in Brazil, this ratio could be one to three, or one to 10 if investment bankers have suddenly decided to take an interest in your sector.


If you are selling a house, valuers can use the sale price of other houses in the same street that were sold recently to reach a figure. But this method does not work well in valuing a business: it is highly unlikely that one with the same number of employees in the same part of the country will have been sold within the past month or so.


Valuations, even when carried out by experienced corporate financiers, can go horribly wrong – for example, Ford bought Kwik-Fit for £1bn in 1999, only to sell it for less than half the price three years later. Conversely, there are a host of examples of stock market analysts criticising acquisitions that subsequently outperform all expectations.



Nevertheless, there are four ‘models’ you should consider using to estimate the right price for your business:
  • asset-based,
  • price/earnings ratio,
  • entry cost and
  • discounted cash flow.
Some are more appropriate to particular sectors or company types than others, but there is no absolutely correct approach for any business.



Throughout the process, you will need to bear in mind what ‘components’ your business has: the assets it owns, the goodwill it has with customers and suppliers, and the expertise of its employees.


The asset-based approach is the most conservative of all valuation models. It is appropriate for businesses such as property companies or manufacturers, where assets form a large percentage of the ‘worth’ of the business (in the former case, buildings or development sites; in the latter case, expensive tools or machines). This method gives you a rough idea of the minimum price you can expect to negotiate – a financial comfort blanket.


To use this method, you simply add up the value of your assets and subtract any liabilities. Using the figures in your accounts – the net book value – is a good starting point, but remember that accountants are obliged to be prudent; they must give the minimum the assets could be sold for.


You will need to adjust those figures to reflect changing circumstances and market value. For example, have assets gone up in value? Or would they be difficult to dispose of, whatever the original cost? Has your accountant exaggerated the possibility of bad debts? In your calculation of liabilities, remember to include the company’s obligations – for example, rent or redundancy payments.


Price/earnings ratio


The price/earnings ratio is usually the most familiar valuation method to people with a modicum of business knowledge. It’s the most common way that analysts compare the values of companies quoted on the stock exchange. It’s not always appropriate for smaller, unlisted businesses as it can only really represent the value of established companies with a history of steady profit.


A value is determined using this method by dividing the market value per share by the post-tax earnings per share. So if the value of a single share on the stock market is 100p and the post-tax earnings per share are 5p, then the price/earnings ratio is 20. This means then that the business will be valued at 20p for each 1p of current earnings. So the higher the ratio, the higher the value you place on the business.


According to the Institute of Directors (IoD), a small unquoted business is usually valued at between five and 10 times its annual profit, depending on its history, potential and other market factors; a large, growing quoted company with good prospects can have a P/E ratio of over 20.


The IoD recommends looking at newspapers such as the Financial Times to gauge historic price/earnings ratios for companies in your sector, and adjusting them accordingly – it says that the P/E ratio for a small private company is around half of that of a listed company in the same sector. However, it is very difficult to get figures for comparison for other privately owned enterprises, as the details of the actual deal will remain confidential, with speculation in the trade press or clauses tying in the vendor often inflating the real figure.


Nevertheless, it should be possible to get a rough range for the P/E ratio. And of course, as mentioned earlier, you will have begun preparing your business for sale well in advance of making any concrete plans, taking measures to increase the apparent profitability of the business.


Calculating entry cost gives you an idea of how much it would cost to build a start a business and build it to the same size and with the same profits as the one being sold. To do this, you have to work out how much it would cost to purchase your assets all over again, develop the products, recruit and train the workforce, and build up a customer base – all from scratch.


You must also be quite brutal with your business and put yourself in the buyer’s shoes: if the business was located elsewhere, or used different raw materials, would it have a lower entry cost?


Finally, there is the most technical of all methods: discounted cashflow. Like the price/earnings ratio, it is best used for businesses that are stable, mature and generate cash, i.e., enterprises in which you have confidence that the returns and profits will at least match the historic values for the next decade or so.


To calculate this, establish the estimated profits for a given time period in the future. You then adjust this figure to take account of the diminishing value of money over time. How much would you have to leave in an account, at current bank interest rates, to produce those profits over that period of time? This will give you a ‘base figure’ for how much a person might be prepared to pay – but any company will be riskier than investing in a savings account. So replace the bank interest rate with a higher figure reflecting that greater risk (which will produce a lower initial sum).


For example, a company makes a profit of £10k per annum, which is forecast to remain steady for the next 10 years. Let us assume our potential buyer wants to achieve a 10% rate of return. But £10k received in five years time is not worth the same as £10k received today – because if I received that £10k today I could put it in a bank (where let us assume there is a 5% interest rate) and in five years time it would be worth £12,763. Working backwards, then, £10k received in five years’ time is actually worth £7,835 today, whereas £10k in 10 years’ time is actually worth £6,139 today. Adding all these figures together will give the buyer an idea of how much he should pay now to receive the returns from the business in the future.


Although there is no right approach for any one business, certain industry sectors use industry-standard ‘rules of thumb’ as shortcuts to valuation. These quick rules are also commonly used in the trade press to discuss the dynamics of the industry. For example, investment management companies are rated on the percentage of fund under management; estate agents are valued on the number of branches they have; and suitable prices for nursing homes are worked out on the basis of the number of beds. Retail and leisure businesses – such as pubs – tend to use standard multiples of turnover or profit after tax.


The ‘multiplier’ used when calculating the value in this way will vary depending on the security of the income. Sectors in which personal relationships are of paramount importance tend to use lower multipliers than asset- or technology-reliant businesses, for obvious reasons.


If you or your colleagues are an obviously key ingredient of the company’s success, buyers may well offer a higher price if you are prepared to commit to staying on as an employee or consultant for a fixed period of time. This reduces disruption and smooths the transition to new owners. However, the buyers may offer to pay a second sum at the end of that period – a risky route if they already own companies that are not entirely solvent.


Whatever the sector, though, buyers tend to regard bigger businesses as more secure – they have greater resources with which to weather any unforeseen economic storms. Buyers will pay more for such reliability.


Businesses can have other advantages that will increase the security of their profits. For example, a business might have intellectual property rights over a particular manufacturing process, recipe or marketing logo; or it might have a contract with a major multinational or with the government.


The nature of the buyer


Finally, the value of the business will also depend on the nature of the buyer. Acquirers will generally fall into two categories:
  • financial and
  • strategic.


A financial buyer, such as a venture capitalist, will generally look at your business in isolation, analyse the viability of its profits, and examine whether it could increase them if it were to streamline the company.


A strategic buyer, on the other hand, will be in the same or a related sector. Combining your business with his might enable him to cut costs in a way not possible for the financial buyer. He could centralise the sales and marketing function, for example. This type of buyer is also likely to have a greater understanding of – and faith in – the sector, and, consequently, your business model.


But while strategic buyers tend to be able to offer higher sums, they are few and far between.


Approaches from competitors are also dangerous. Do you really want to give a potential buyer divulge the mechanics of your business, only for him or her to abort the sale and remain a competitor? Then, he or she would be equipped with knowledge of your weak points, which he or she could then exploit, and your strengths, which he or she could then replicate?


One of the great advantages of knowing about valuation techniques is that it allows you to see what steps you can take to increase the value of your business.




http://uk.businessesforsale.com/uk/valuing-a-business.aspx

Valuing a Business: The Buyer's Perspective

 
Valuing a Business: The Buyer's Perspective
Last updated: 10/25/2007 View printable version

 

 
Often times, public company data is used when attempting to value a privately-held firm. This comparison usually requires substantial adjustments to offset the risks inherent in the privately-held or closely-held company. These potential risk characteristics are usually elements that are overlooked by sellers, but not by potential buyers.

 
Sellers obviously look at their companies much differently than do prospective acquirers. Owners and company officers tend to place value on different factors than a buyer. However, when it comes time to sell, it's important that the seller consider those factors that are important to a buyer.

 
Interviews with buyer prospects reveal that they are concerned with, and influenced by, the factors outlined below. They are often the basic considerations that determine whether they actually purchase the business, as well as the price they are willing to pay. It is the buyer's evaluation of these factors that can make or break a possible sale.

 
Buyers tend to look at these elements as risk factors. They also look at the expectation of future earnings. The following characteristics affect, both positively and negatively, the future earnings potential of and the risks involved in a target business.

 
Historical Earnings

 
The history of a company's earnings is very important to a prospective buyer. A long history of stable, and hopefully increasing, earnings is a positive factor in whether the buyer will pursue the acquisition.

 
Conversely, a brief history or inconsistent earnings will certainly be a negative factor. A short time frame (for example, a company that has been in business for a year or less) and erratic earnings present obvious risk factors.

 
Entrepreneurs often underestimate the costs (and time) necessary to get the company to a profitable level.
  • Start-ups are difficult to sell under the best of circumstances.
  • The next time period in the life of a business is after three years, at which point there is some history, and a track record is beginning.
  • The third period is usually after the company has been in business for a minimum of five years. Now the company has a track record and a reasonable history of performance.

 
Growth Prospects for Both the Business and Industry

 
If the buyer is from the same industry, then he or she should already have the answers to these questions. If the buyer is from a different industry or business type, then these are very important issues.

 
Certainly, no one can predict the future, so these issues are subjective at best. Thanks to the Internet, however, information is much easier to obtain than ever before. If the buyer perceives the target business to be in a growth industry, then the valuation can be considerably higher than one that is not.

 
Depth of Management

 
Just as a skilled and well-trained workforce commands a higher value, so does strength and depth of management. Generally speaking the smaller the company, the less depth of management.

 
A business that is primarily dependent on the owner or a manager will bring substantially less in the marketplace than one that has key management in place. Many prospective purchasers also want more than one layer of experienced management in place.

 
Some buyer concerns about management:

 
Will top management stay beyond any contractual periods?
Is the current management motivated and what incentives do they need?
Are current management values, etc., consistent with the buyers?
Does current management have the leadership skills to move the company forward?
Is the depth of current management sufficient to fulfill projected growth plans?
Is current management able to handle change?
Employee Stability

 
Well-trained and skilled employees are a big asset. National studies indicate that over 50 percent of employees are unhappy with their jobs. Having a skilled and happy workforce in place is especially important for new owners without industry experience.

 
Prospective purchasers are equally concerned with the high-cost of finding, hiring and training new employees. For these reasons, companies with a well-trained, skilled and contented workforce will command a premium value. Companies that utilize low-skilled employees and have high employee turnover will bring a much lower price.

 
Terms of Sale

 
Is the company solid enough to support debt financing as opposed to equity capital? Are the company owners, if privately owned, willing to help finance the acquisition? The answers to these questions impact value. The availability of capital can be a significant factor in increasing the value to an acquirer.

 
Diversification

 
Diversification has two elements. The first is the diversification of products or services. Can they be readily expanded? Do the products or services just fill a niche and therefore limit expansion? What limitations does the company have, such as customer or supplier restrictions?

 
The second element is geographic. Providing the product or service on a national level certainly increases value and decreases the risk to the buyer. Conversely, only local or regional distribution reduces value and increases risk.

 
Industry characteristics that increase value

 
Industries with strong trade or professional associations
Industries with low failure rates
Industries with any type of regulation, licensing, patents - anything that might restrict the amount of competition
Industries with established products or services coupled with stable pricing

Competition

 
Companies in very competitive industries may have less value than ones with little or moderate competition. Heavy competition can lead to lower prices creating lower volume and profits. However, concentrated competition, for some businesses, such as auto dealers clustering in auto malls, can actually increase sales.

 
Business Type

 
This element is most likely to be in the "eyes of the beholder." The buyer's perception of risk may focus almost entirely on the type of business or industry. Businesses that are easily started obviously have less value than those that are equipment/capital intensive or require very skilled workers or specialized knowledge. Industry trends can play an important role in the value of a business.

 
Some industries seem to be simply more "popular" than others. Manufacturing represents less than 10 percent of all businesses, but the demand for this type is very high. The demand for retail businesses that must compete with the large "box" stores is very low.

 
Location and Facilities

 
A well-located office and/or facility will, at least psychologically, increase value. Well-maintained fixtures and equipment will definitely increase value. Everything else being equal, an attractive plant with well-maintained equipment located on the "right side of the tracks" will have a higher value than one without these advantages.

 
Summary

 
The business characteristics described above outline some of the pitfalls or risks in using public company data when looking at the privately-held or closely-held company. Buyers obviously - and sellers certainly - should be aware of the factors or characteristics described above as they heavily influence the ultimate value of a company, the time it takes to sell, and sometimes whether it will sell at all.

 
Note: Much of the above information is based on an article contained in the Mergers and Acquisitions Handbook of Small & Midsized Companies, published by John Wiley & Sons.

 
http://us.businessesforsale.com/us/valuing-a-business-the-buyers-perspective.aspx

Inventory Valuation: Tricks and Traps!

by Toby Tatum

Buying or selling a small business, if done in a way that minimizes the potential for purchase negotiations to fall apart or for post-transaction animosity—or possibly even litigation—between the buyer and the seller, can be a complicated process. As a business broker and as a former business owner who has bought and sold several restaurants, I have experienced first hand dozens of tricks, traps and unpleasant surprises that lie waiting to snare unsuspecting buyers and sellers. I addressed all of these things in my book, Anatomy of a Business Purchase Offer.

There is one incident that I'll tell you about here that I encountered as a business broker assisting a client with selling his discount liquor/convenience store. It had to do with the amount the buyer would pay for the seller’s inventory.

In this case, which is typical, the purchase offer indicated the amount the buyer would pay for the inventory on hand at close of escrow. The offer stated that the buyer would purchase the inventory at the seller’s cost and included the caveat that the price stated in the purchase offer was only an estimate; that the exact value of the inventory would be determined via a physical count to be taken immediately preceding close of escrow.

As agreed between the parties, in the early morning hours on the day escrow was to close, the seller had an inventory counting service come into his store, count every product on the shelves and note the retail price of each item. The seller therewith came to the closing meeting with an exact representation of the value of his inventory at retail. And here is where the transaction process fell apart.

During the course of purchase negotiations, the seller told the buyer that, on average, his merchandise’s retail price was 30% above his wholesale cost. So, with a letter from the inventory counting service stating that the value of the seller’s inventory at retail prices was determined to be $130,000, the buyer agreed to pay 70% of that amount, or $91,000. The seller said that was not enough, an argument ensued and the buyer, together with the business broker assisting him, walked out of the meeting. The deal had fallen apart at the very last stage in the process.

Fortunately for me at least, since I wasn’t going to get paid unless the deal closed, the buyer and seller got back together later that day and consummated the transaction. The buyer agreed to pay the seller $100,000 for his inventory instead of the $91,000 he previously insisted was the correct amount.

So, whose calculation of the seller’s cost for the inventory was right, the buyer’s or the seller’s? I’ll give you a hint: I was representing the seller. Since the seller’s merchandise was marked up 30% (on average) above its wholesale cost, then the cost of goods sold reflected on his Profit & Loss statement was 76.9%. For example, if an item cost $1.00 and is sold for $1.30, the cost of goods sold expressed as a percent of the selling price is $1.00 divided by $1.30 which equals 76.9%. Therefore, once the retail value of the inventory was determined to be $130,000, the correct way to calculate its wholesale cost was to multiply that amount by the seller’s cost of goods sold of .769 as reflected on his P&L. $130,000 times .76923 = $100,000.

In the example I just cited, determining the wholesale cost of a business owner’s inventory given its retail price is simple. However, not all value determinations are this simple. In some cases it may be best to separate merchandise by the categories appearing on the profit and loss statement and calculate the wholesale cost of each category using the method described above. In other cases, the best way is to match each item of inventory with the vendor’s invoice—it all depends on the unique circumstances of a particular business, what’s reasonable and practical and what the buyer and seller can agree upon. I recommend that the buyer state the valuation methodology for the inventory in the offer itself. Doing so should avoid the kind of unfortunate incident I have related here.

A few days later the buyer asked me to meet him at the store he had just purchased. He said he wanted to show me something. When I met him at his new business he showed me several items on the shelves. Although he had no proof, he said it appeared that the seller had gone through his entire stock of merchandise the night before the escrow closing day and placed new retail price stickers on everything—at higher prices than his standard 30% mark-up!

Be careful, it’s a jungle out there!


http://www.businessbookpress.com/articles/article103.htm

VALUING THE BUSINESS

Valuing the business is not as hard as you think, but you should never completely rely on a broker's or seller's estimate as to what a business is worth. Remember that buying a business is fundamentally an investment and consequently the business is worth only as much as its ability to generate profits for you based on how much money you must put into it. If you are going to work in the business as most people do, then the business should also pay you a fair wage in addition to the profits. The best way to determine a business's value is to work backwards from the available profits that a seller can prove.

 
For example, let's say that a business has a total of $100,000 pre-tax profits (proven by IRS tax returns for the latest full year of operation), before allowing for an owner/manager's wage. You plan to work full time in the business (and believe me, you probably will!), and a fair wage for the work if you were to hire someone to do it is $40,000. That leaves $60,000 of available profit to work with but don't forget to deduct the income taxes that you'll have to pay on this, probably about $18,000 depending on the state and city the business is in, plus other personal factors (figure at least 30%). That gets you down to about $42,000 of profits left to be able to either
  • pay off the debt you incur to buy the business or
  • to provide you with a reasonable return on your cash investment (if you're lucky enough to have this much cash).

 
There are many ways to work with this $42,000, but most lenders of money to buy a business, whether they are the sellers themselves or others, want to see a relatively short payoff term (let's say 5 years) and a fair interest rate on the money (let's say 10%). When you do the math to determine the values of $42,000 yearly payments for 5 years at 10% interest, the amount turns out to be about $165,000. This is the approximate total value of the business and a good starting point for negotiations.

 
When I say total, I mean total. The total value and therefore the business's selling price must include all closing costs, assets, transfer and franchise fees, etc. Remember; a business is worth only as much as its ability to produce profits for you. Of course, if you change the time period for payoff of the purchase price, the interest rate, the anticipated taxes, and other factors, the price you can afford to pay for the business can go up or down.

 

 
http://www.businessbookpress.com/articles/article109.htm

Common methods of valuing a business

There's a range of ways to value a business. Valuations based on multiples of future earnings and the capitalisation of future cashflows are the most common. There are a number of common valuation methods:

1.  Businesses with a record of sustainable profits are often valued at a multiple of earnings. Profits are adjusted for any unusual, one-off items to arrive at an estimate of 'normalised' earnings. Smaller businesses are usually valued at a lower multiple than similar, larger companies.

2.  Mature, cash-generating businesses can be valued in a similar way but based on cashflow. Future cashflows are estimated and discounted - this is known as discounted cashflow. Long-term cashflow is worth less than cashflow due shortly.

3.  An asset valuation might be appropriate for stable businesses with significant tangible assets - property or manufacturing businesses, for example. Your starting point is the value of assets stated in the accounts - known as the 'net book value'. These figures are then refined to reflect factors such as changes in the value of assets or bad debts.

4.  The cost of creating a business similar to yours can be used as a basis for valuation. Costs could include buying equipment, employing staff, developing products, attracting customers, and so on. It may be possible to estimate this 'entry cost' as a benchmark of your business' value. Of course, if the cost of entry is low there's little likelihood of you achieving a successful sale.

In some industries, there are established criteria for valuing businesses, eg by the number of branches an estate agency has.

A potential buyer may use more than one method to get a range of values for your business. In the end, however, any price will be a matter for negotiation.


Pneumonic:  MADE
Multiple of Earnings
Asset Valuation
Discounted Cashflow
Entry Cost


http://www.businesslink.gov.uk/bdotg/action/detail?r.s=sc&r.l1=1073861225&r.lc=en&r.l3=1074410825&r.l2=1074400490&r.i=1074411173&type=RESOURCES&itemId=1074411241&r.t=RESOURCES

Investment Club Performance

Investment clubs serve many useful functions.
  • They encourage savings. 
  • They educate their members about financial markets.
  • They foster friendhsips and social ties.

 Unfortunately, their investments do not beat the market. 


Ref:  Barber, Brad, and Terrance Odean, 
"Too many cooks spoil the profits:  Investment Club Performance." 
Financial Analysts Journal, Jan/Feb 2000, 17-25

Using data from a large discount brokerage firm, Barber and Odean looked at the performance of 166 investment clubs over the period 1991 through 1997.  They found that these clubs tended to purchase high-beta, small-cap growth stocks and had an average holding period of about 18 months.  They found that 60% of the clubs underperformed the market, by an average of 3.7 percentage points per year.

"What do you think of the market?"

Perhaps the most common investment question is "What do you think of the market?"
  • To an informed group of market analysts, the question invites intellectual discussion and is very difficult to answer succinctly. 
  • In casual conversation with friends, however, the question can be like an overused pickup line at a cocktail party.

Expectations about the future are extremely important in the determination of security prices.  Even if you are a firm believer in the efficient market hypothesis, it is difficult to make informed investment decisions with complete disregard for:
  • the current level of the popular indexes or
  • the prospects for the economy. 
The Greenspan Model

The Greenspan Model is a heuristic many people use as one means of estimating the over- or under- valuation of the broad market.  The model is simple:  just subtract the S&P 500 earnings yield from the current yield on a 10-year Treasury security.

Greenspan market value = 10-year Treasury yield - S&P 500 earnings yield

When the result is positive, the market is overvalued. 

When it is negative, the market is undervalued.

According to the Greenspan model, the broad stock market was overvalued for the entire decade of the 1990s.  There were buying opportunity in 2003 and 2004, but in the mid-2005 stocks were starting to get pricey again.

As with historical PE ratios or earnings yield figures, the Greenspan model offers some historical indication of the reasonableness of the current level of the market, given estimated earnings and the interest rate environment.

Latexx keeps up the pace






Current Price (10/30/2009): 2.67
(Figures in Malaysian Ringgits)

Recent Stock Performance:
1 Week -2.9%
13 Weeks 32.8%
4 Weeks 39.8%
52 Weeks 734.4%


Latexx's price has moved up steadily.  The stock was the second highest gainer on Bursa Malaysia between Jan 1 and Oct 30, up 456% from 48 sen.

CIMB forecasts Latexx's net profit to sustain a surge to RM 82 million or earnings per share (EPS) of 42.1 sen next year, up 58% from a forecast net profit %M 51.9 million (EPS of 26.7 sen) this year.

The investment bank has projected a traget price of RM 3.97 before the end of next year.  The stock closed at RM 2.44 last Thursday.

The Edge Malaysia November 9th, 2009

The importance of not buying shares near the top of the market peaks

Stock prices can be very volatile.

The price movements even within a year can be considerable (the average is 38 per cent).

The minimum movement within a year is still 19 per cent from the highest to the lowest price which is about 6 times greater than the average dividend yield of 3 per cent. 

This means that price changes can very quickly wipe out any return provided by dividend. 

This means that the value of one's investment can vary considerably from year to year.  One must be able to sustain such losses if one wishes to invest in shares.

Therefore, if we buy our shares when the market is at a reasonable level (that is when the index is around the trend line or below), we can rely on the long term rising trend to obtain our gain from the market. 

Unless we buy shares near the top of the peaks, we should be able to profit from buying shares after a few years.  It is therefore important to go for the long run.

Sunday 8 November 2009

Good fundamental reasoning is important. Guts too!

Forty-four billion reasons to support the bull market
Warren Buffett has just made his biggest investment ever in buying Burlington Northern Railroad Company in the US.

By Alan Steel
Published: 1:21PM GMT 06 Nov 2009


Alan Steel The two big differences between Warren Buffett and the thousands of pessimists predicting our financial demise is that he puts his hard earned cash on the line, and he is usually right.

Warren Buffett, in buying Burlington Northern Railroad Company in the US has just made his biggest investment ever. All said and done the business came with a $44 billion price tag.

He said he’s betting on an out and out recovery in the US economy and he is focusing, as all good investors should, on the medium to long term.

Meanwhile, pessimists are pulling their money out of equity funds and piling into fixed interest bonds.

So no doubt they will not only be dismayed by Warren Buffett’s move, but also by Cisco CEO’s statement on Thursday which ignited US stockmarkets. He stands alongside his counterparts at Apple, Amazon and Intel by stating “the quarter was very strong and the recovery is gaining momentum”.

Further good news comes from the US Institute for Supply and Management who reckon the US GDP is likely now growing at an annualised rate of 4.5pc. Workers’ productivity also offers a guide.

This week the US Labour Department said output per hour of non farm workers rose at an annual rate of 9.5pc in the quarter, more than four times the average productivity growth rate of the last 25 years. Taking that together with the previous quarter’s 6.9pc, it’s the strongest productivity growth rate over any six month period since 1961.

All of this, plus the continued scepticism among experts and ordinary investors, tells us to expect a continuing worldwide stockmarket recovery.

Alan Steel is chairman of Alan Steel Asset Management

http://www.telegraph.co.uk/finance/personalfinance/investing/6514334/Forty-four-billion-reasons-to-support-the-bull-market.html

Commercial property values prompt fears of a bubble

Commercial property values prompt fears of a bubble
Concerns that the UK property market is entering a bubble have been exacerbated after new data showed yields have returned to 2006 levels after seeing their biggest monthly decline since 1993 in October.

By Graham Ruddick, City Reporter (Automotive, Healthcare, Property)
Published: 7:56PM GMT 06 Nov 2009

Yields, which measure rental returns against the value of a property and are a useful barometer of risk appetite, fell below 5pc for prime retail properties in October, below 6pc for offices, and 7pc for industrial property, according to BNP Paribas Real Estate. An overall fall of 35 basis points was the biggest since 1993, Cushman & Wakefield said.

There are fears that property values are recovering too quickly because of a lack of supply and strong overseas demand.

Segro, the warehouse owner, on Friday sold its Great Western Industrial Park in Southall, West London for £110.4m to the Universities Superannuation Scheme at a yield of 6.9pc.

Price is not the issue here



Lachlan Murdoch outmuscles Russell Crowe: Master and Commander star fails to land £12m Sydney house

Lachlan Murdoch, the eldest son of Rupert Murdoch, chairman and chief executive of News Corporation, has paid a record A$23m (£12.7m) for a home in Sydney, Australia, after seeing off a host of stars in an auction.

By Graham Ruddick, City Reporter
Published: 8:50PM GMT 06 Nov 2009


The property is the French government?s former consulate in Sydney?s exclusive eastern suburbs Mr Murdoch beat nine other bidders to secure the property, named 'Le Manoir’, including actor Russell Crowe and actress Nicole Kidman.

The property is the French government’s former consulate in Sydney’s exclusive eastern suburbs. It is a six-bedroom residence with panoramic views of the Pacific Ocean as well as a tennis court, swimming pool, five bathrooms, two studies, a guest powder room and a three-car garage.

The French government paid just A£26,000 for the property in 1956.

Bidding for the property, which lasted 10 minutes, opened at A$18m and bidders were asked to pay a refundable deposit of A$50,000 before the auction began.

The acquisition is thought to be the most expensive home purchase in Australia this year. Mr Murdoch and his wife, a television presenter and former model, are expecting their third child. He leads investment group Illyria Pty.

When should a stock be sold?

In a portfolio of good quality stocks bought at fair or bargain price, there are usually few reasons for selling.  However, the businesses of these companies need to be tracked regularly and their quarterly results announcements followed.

 
When should a stock be sold?  

 
Firstly, if the fundamentals of the stock are deteriorating, the stock should be sold urgently. 

Another good reason would be when the stock is overpriced.
  • Be alert when the PE of the stock has risen by more than 50% above its usual average PE. 
  • Reappraise the fundamentals and valuations of this stock, in particular, its future earnings growth potential. 
It maybe timely to cash out on a portion or all of a stock if
  • the present high PE cannot be justified or
  • if the present high PE has run ahead of the fundamentals of the stock.

Berkshire Hathaway's 3Q net income triples to US$3.24b

Berkshire Hathaway's 3Q net income triples to US$3.24b

Tags: Berkshire Hathaway | Warren Buffett

Written by Reuters
Saturday, 07 November 2009 08:14

NEW YORK: Warren Buffett's Berkshire Hathaway Inc on Friday, Nov 6 said quarterly earnings tripled, as rising stock markets boosted its investment holdings and a quiet hurricane season contributed to higher insurance profit, according to Reuters.

Results were announced three days after Buffett revealed the biggest acquisition in his 44 years running Berkshire, a US$26 billion takeover of Burlington Northern Santa Fe Corp. Berkshire had already owned 23 percent of the nation's second-largest railroad operator.

Third-quarter net income for Omaha, Nebraska-based Berkshire rose to US$3.24 billion, or US$2,087 per Class A share, from US$1.06 billion, or US$682, a year earlier.

Excluding investments, operating profit fell less than 1 percent to US$2.06 billion, or US$1,325 per share, from US$2.07 billion, or US$1,335. On that basis, analysts expected profit of US$1,308.25 per share, according to Thomson Reuters I/B/E/S.

Revenue rose 7 percent to US$29.9 billion, though Berkshire said the effects of a global recession hurt results for several manufacturing, apparel and retailing units, as some customers "dramatically" reduced spending.

"These operating subsidiaries are so sensitive to the economic climate," said Bill Bergman, an analyst at MorningstarInc in Chicago. "It will be worth watching."

Berkshire's growing diversification has made it more of a bellwether for the U.S. economy. Its roughly 80 operating units sell such things as Geico car insurance, Dairy Queen ice cream, Benjamin Moore paint and Fruit of the Loom underwear.

Insurance underwriting profit more than quadrupled to $363 million, helped mainly by reinsurance operations and despite a decline at Geico, while insurance investment income rose 21 percent to US$976 million. Results benefited from the quietest Atlantic hurricane season in more than a decade. Only a single named storm, Claudette, made U.S. landfall.

Operating profit in noninsurance businesses, in contrast, fell 28 percent to US$774 million.

Berkshire also benefited as rising stock markets boosted the value of investments in companies such as Coca-Cola Co, Goldman Sachs Group Inc, Procter & Gamble Co and Wells Fargo & Co.

Results included US$1.18 billion of investment and derivatives gains, mainly from derivatives contracts tied to junk bond credit quality and to a lesser extent to performance of four stock indexes in the United States, Europe and Japan.

Berkshire's book value ended September at US$126.07 billion, or US$81,247 per share, up 10 percent from three months earlier and 15 percent from year end.


Buffett often touts book value, which reflects assets minus liabilities, as a good gauge of Berkshire's health.

Steven Check, who oversees Check Capital Management in Costa Mesa, California, noted that book value is 4 percent higher than at the start of 2008, despite a 27 percent drop in the Standard & Poor's 500. "Buffett has made back everything he lost in 2008, and then some," he said. - Reuters

Mohd Nadzmi launches takeover of Transocean

Flash Mohd Nadzmi launches takeover of Transocean
Written by Joseph Chin
Friday, 06 November 2009 17:56

KUALA LUMPUR: TRANSOCEAN HOLDINGS BHD [] chairman and managing director Datuk Mohd Nadzmi Mohd Salleh has launched a takeover of the loss-making logistics company by offering RM1 per share.

The takeover of Transocean will be undertaken by Kumulan Kenderaan Malaysia Bhd (KKMB), which is controlled by Nadzmi.

Transocean share price surged 21 sen to 86.5 sen on Friday, Nov 6 before it was suspended at 3.41pm. Trading in Transocean will resume on Monday, Nov 9 at 9am.

KKMB said it had proposed to acquire 100% stake in Lengkap Suci Sdn Bhd, which owns 11.6 million shares of Transocean or 28.29%, for a cash consideration of RM2. The shares in Lengkap Suci are to be acquired from Zaharah Ibrahim and Reena Nizma Zuhdi.

Upon completion of the proposed sales and purchase agreement (SPA), KKMB and parties acting in concert would see their collective shareholding increase to more than 33%.

"Accordingly, upon the SPA becoming unconditional and in compliance with the Malaysian Code on Take-overs and Mergers, 1998, KKMB has further informed the company that KKMB intends to make a take-over offer to acquire all the remaining Transocean shares not already held by KKMB and the parties acting in concert at a cash consideration of RM1 per share," it said.

Mohd Nadzmi indirectly controls 100% or 45 million shares of KKMB while the direct stake in KMMB is held by Nadicorp Holdings Sdn Bhd.

He was appointed chairman and managing director of Transocean on Oct 1. He is also chairman of PROTON HOLDINGS BHD [].

Transocean posted net loss of RM1.19 million on the back of RM10.43 million in revenue in 4Q ended May 31.

For the financial year ended May 31, its net loss was RM2.53 million on the turnover of RM45.18 million. Its net asset per share was 64 sen. It had borrowings of RM18.16 million

http://www.theedgemalaysia.com/business-news/153165-flash-mohd-nadzmi-launches-takeover-of-transocean.html

HELP — grossly undervalued and expanding aggressively

HELP — grossly undervalued and expanding aggressively

Tags: HELP International Corp | InsiderAsia

Written by InsiderAsia
Thursday, 05 November 2009 19:58



LAST week, we took a look at HELP International Corp's (RM1.50) recent third-quarter FY October 2009 (3Q09) results, which saw growth momentum accelerating further. Today, we take a look at the education company's expansion plans and underlying asset valuations.

HELP has consistently delivered double-digit earnings growth over the last few years, even during the recession. Indeed, its earnings have grown over 20% per year since 2006, and remain on track this year.

For FY October 2009, we expect net profit to rise 21.1% to RM14.3 million, or 16.1 sen per share. At RM1.50, the stock is trading at only 9.3 times FY09 earnings, and 8.5 times FY2010.

These valuations are very attractive for a company with strong and yet defensive, recession-proof earnings — and a solid brand name. Its underlying price-to-earnings (P/E) is much lower if we subtract the sizeable cash reserves, although much will be invested in the new campus.

HELP has a very strong balance sheet. Net cash stood at RM72.4 million in July 2009, as compared with a market capitalisation of RM133.2 million. This translates into a significant 82 sen per share — or 55% of the current share price of RM1.50.

Strong, understated balance sheet
HELP's present net trading asset (NTA) of RM1.02 per share is also severely understated.

The company's main property asset is Wisma HELP, an 11-storey building in the prime Damansara Heights suburb of Kuala Lumpur. The 29-year old building has 269,086 sq ft of built-up space on 43,292 sq ft of freehold land. This property is carried in its books at only RM32 million — or just RM119 psf for the built-up space.

Although the building is relatively old at 29 years, the valuation is far too low compared with current market prices of RM520-750 psf in the wider Damansara Heights, Bangsar and Mont'Kiara areas, as well as current replacement costs.

As a comparison, an even older nearby building, the 37-year old Wisma Damansara was sold last year by HELP's parent, Selangor PROPERTIES [], to a joint venture between Selangor Properties and E&O Property Devt for RM371 psf (the venture was later unwound due to the financial crisis).

If we place a conservative value of RM350 psf for Wisma HELP, we would arrive at a value of RM94.2 million for the building. Thus, the value of the building and cash alone would total RM168.8 million — or RM1.90 per share, or 27% above the current share price.

This implies — at the current share price — investors are getting HELP's other assets, including the underlying business, valuable franchises and strong branding built up for over 20 years, for effectively free.

Solid branding
HELP's strong branding has helped to expand its student population base, extend its presence overseas and increase the appeal of its own home-grown degrees awarded under the "HELP University College" banner.

From just 8,600 students in October 2007, HELP now has about 11,500 students, including 1,500 from HELP-ICT. This excludes over 1,000 students studying for HELP accredited courses overseas in Vietnam, Indonesia and China through franchising arrangements.

The company has been growing its student base through acquisitions and new branch campuses, organic growth and overseas tie-ups that are now featuring more strongly.

Fraser KL campus to open in early 2010
In November 2007, HELP acquired the loss-making HELP-ICT (the former Sepang Institute of TECHNOLOGY []), giving it various new courses and a student base of about 1,500 students.

We understand the institute will be relocated to the new Fraser Business Park campus in downtown Kuala Lumpur, in line with branding the new campus as a hub for vocational courses. This will also increase economies of scale at the new city campus.

The campus at Fraser Business Park will open in January 2010. HELP will lease space in the business centre, which can accommodate up to 5,000 students. It will cater largely for post-graduate, technical and vocational courses, including a wide range of new courses such as culinary, hospitality, performing arts, physiotherapy and others.

Subang campus to anchor longer-term growth
Further out, the longer-term expansion plans will centre on the Subang 2 campus in Sungei Buloh. Located on 23.3 acres, the land was acquired for just RM20 psf, or RM20.3 million, which is being finalised. The entire campus is expected to cost around RM100 million, including land cost. HELP hopes to start building next year.

The first phase, with 300,000 sq ft of built-up space will cost RM50 million, excluding land cost. This can be easily funded through annual cash flows, although it will take advantage of the current low interest rate regime. The full-fledged campus will support its application for full university status.

HELP's home-grown degrees, granted under the HELP University College brandname are also gaining popularity — not just locally but abroad as well. The company was awarded "University College" status in 2004, enabling it to design and award its own degrees. The shift towards more home-grown degrees has helped improve overall margins.

Overseas ventures faring well
HELP's overseas ventures in Vietnam, Indonesia, China and Saudi Arabia are also taking off well. Its ability to penetrate the international market is a strong testimony to its brand.

The overseas ventures involve a "franchise" or "twinning" like arrangements with low risks and entry costs, but high international visibility and earnings potential. HELP provides software, syllabus, training, technical and academic support, without heavy investment in buildings or physical assets.

There are currently over 1,000 students studying overseas for HELP's degrees, most of them in Vietnam and some in Indonesia and China. It is also exploring opportunities in other parts of Indochina.

The Vietnam venture is the largest and involves twinning programmes with Vietnam National University in Hanoi. Under these arrangements, students will transfer to Malaysia after a year or two in Vietnam to obtain HELP or other accredited degrees.

Similar "twinning" arrangements are being done with several Indonesian and Chinese colleges, but on a smaller scale. We understand the company has also been invited to explore similar ventures in other parts of Indochina.

Note: This report is brought to you by Asia Analytica Sdn Bhd, a licensed investment adviser. Please exercise your own judgment or seek professional advice for your specific investment needs. We are not responsible for your investment decisions. Our shareholders, directors and employees may have positions in any of the stocks mentioned.

http://www.theedgemalaysia.com/business-news/153072-help-grossly-undervalued-and-expanding-aggressively.html

Caveat Emptor — Be a wary investor

Caveat Emptor — Be a wary investor

Tags: Asian Financial Crisis | Bubble | Caveat emptor | Emotional value | Ethical practices | Excessive greed | Intrinsic values | Investors | Mushida Muhammad | Second judgement | stock market | Subprime crisis | Tech Bubble | Warren Buffett | Winning qualities

Written by Mushida Muhammad
Monday, 02 November 2009 10:53

In the high stake game of making money in the stock market, getting emotional is not an option. It is true that investors should focus on fundamentals, be patient and exercise good judgment; but alas, they are only human.

In the exuberance of a bull run or the trepidation of a bear, often times there exist tendencies to inflate or deflate stocks above or below their intrinsic values disproportionately before investors realise that their optimism or pessimism was not entirely justified.

The danger lies when emotions overcome rational judgment, giving way to greed and fear. Excessive greed leads to a superfluous rise in share prices, creating a bubble which eventually sows the seeds for future panic.

Time and again, history has shown that panic often leads to a crash. In the past 10 years, greed and fear had culminated in three major financial crises; the Asian Financial Crisis, the Tech Bubble and — most recently — the Subprime Crisis.

In all cases, markets were experiencing unprecedented outperformance prior to the crash. Driven by greed, many believed that they could ride the high waves without repercussions. What lesson can be learned from this?

For one, investors tend to have a short term memory, often falling prey to the “herd mentality”. The temptation of making a killing often prompts them to take extremely high risks and disregard fundamentals for fear of missing the boat if they did.

Going back to basics. Regardless whether the objective is for the long- or short-term, investment practices should be based on fundamentals and good business judgment. Warren Buffett’s foundation has always been centralised on the principle of fundamental business analysis — a good investor should identify good businesses, purchase them at fair prices and hold them for the long term.

Success lies not in price behaviour but rather on an investor’s ability to apply sound judgment and make the distinction between market price and intrinsic value.

At a time when markets are insecure and unstable, information is key. Investors must understand the company’s business.

Thus, the onus lies with the investor to be discerning. Information is best found in financial statements, as they provide an up-to-date snapshot view of the company’s financial health and growth potential.

Some industries are inherently better for investment than others due to their intrinsic qualities. Health-care, consumer, plantation are a few sectors that generally provide better investment opportunities due to the inelasticity in demand.

Striking a balance between risk and reward is crucial, for the amount of risk taken ought to be proportionate with the anticipated reward. Assuming too much risk for too little reward gives way to bad investment.

More importantly, investors must have a stop-loss strategy to prevent escalating losses. Many a time investors make the mistake of holding on to losing stocks in the hope that it will turn around — but in reality, these stocks seldom do.

For those with a long term investment horizon, high and stable dividend income may be an important factor, as are return on equity, business sustainability, cash flow management. Corporate governance and management best practice are critical factors.

If a company reports annual growth and profits that seems “too good to be true”, it most probably is too good to be true.

Finding good stocks to invest in is difficult enough; therefore, investors should hold on to them for the long haul. Companies with a competitive edge have the tendency to increase in value over time. Eventually, the market would acknowledge the underlying value and push the price upwards.

So, when is the best time to sell? The answer is often as difficult as deciding when to buy. Depending on investor’s risk tolerance, if the stock proves to be too volatile for the nerves, it is best to sell and replace with another that lets you sleep at night.

Furthermore, social, environmental and ethical practices of many companies are now becoming a concern and investors may dispose of those that are in conflict with their social, religious or moral beliefs.

At times, the decision to sell is due to the company itself. A change in the company’s fundamentals or business plan may warrant a re-assessment on whether it is able to continue to meet the investor’s investment requirements.

There is no doubt that the stock market offers the best opportunity for higher returns in the long run. The risk is that it could dramatically erode investor’s net worth in the short-term should the down market last longer than expected. Nonetheless, it offers great opportunities.

Investors ought to rely on their judgment and not be influenced by the market. Knowing the company, finding its winning qualities and knowing when the right time to sell should aid the investor in obtaining success.

Attaching emotional value, however, is not. So be a wise investor; do not get sentimental. Have an investment objective and take the time to study before putting in your hard-earned money. Caveat emptor; be a wary investor.


Mushida Muhammad is the senior portfolio manager of the equity department, Kumpulan Wang Persaraan (Diperbadankan) (KWAP).


This article appeared in The Edge Financial Daily, November 2, 2009.

Friday 6 November 2009

The truth behind impressive headlines and write-ups

The crowds think in images and are impressed by images rather than the facts and figures behind the images. Very often, the images which so impress them are of their own creation. Since a crowd is impressed by images, it can become prey to figures which have very little relation to the fact.

Many corporate movers and doers are aware of this fact. They feed the investors with a steady diet of figures calculated to impress. The most impressive of a possible range of figures is always the published one.

Thus, instead of providing the average per year profit figure, the ten year or even twenty year cumulated profit figure is the one given prominence.

In order to be even more impressive, the gross sales figures for the next ten or twenty years is usually given the banner headline treatment rather than the average annual sales figure.

The typical small investor, who usually finds it difficult to discern the truth behind the impressive headlines and write-ups, is naturally impressed by big numbers: The bigger the number, the more impressed is he.

For example:

Company X would announce that such and such a project would generate $X billion of sales (over the next 20 years in minute print). Company Y, not to be outdone, would announce that its new project would cost $Y billion and would bring in $Z billion of sales over the next fifty years.

The small, non-analytic and emotionally charged investors are so impressed by these billion dollar figures that they can lose total touch with reality.

A very good example of how raw figures can so impress investors such that they lose touch with reality is the case of Antah in connection with the announcement of the Antah-Biwater joint venture.

In 1985, it was announced that Antah-Biwater had won a M$1.4 billion contract to provide water supply to dozens of villages. On the strength of that particular announcement, the price of Antah’s shares rose from M$1.20 to over M$9.00 within a short space of time. To put this price rise into the proper perspective, this price rise had meant that Antah’s total market value had increased from M$60 million to M$460 million. This means that the market had expected Antah to reap a total benefit of M$400 million purely as a result of this project. The ridiculouseness of this particular episode of speculation can only be seen if we analyse the figures carefully.

First, although the whole project is valued at M$1.4 billion, Antah’s share of the project is only 51 per cent. Even if Antah-Biwater were to make 100 percent profit from this project, its total share of the after tax profit would only be M$393 million. This figure is smaller than the increase in market value of Antah as a result of the announcement.

Of course the profit from a civil engineering project can never be 100 per cent. It is more likely to be 10-20 percent and occasionally, even a loss can be sustained. Let us be generous and assume that Antah-Biwater is likely to make a 10 per cent after tax profit (ie 18 per cent pretax profit) from this contract. This means that the total benefit which Antah will reap from this contract would be around M$71 million, which is a mere 18 per cent of the increase in market value. Besides, the life of the whole project is extended over five years and the benefit of the project will accrue only gradually.

Not unexpectedly, Antah’s price fell to below $2.00 again within a year.

How ridiculously over optimistic can the market get! How did those investors who chased its share to over $9.00 feel? Do they blame their bad luck or do they blame themselves for their own lack of judgement?


Ref: Stock Market Investment in Malaysia and Singapore by Neoh Soon Kean

Also read:
http://myinvestingnotes.blogspot.com/2009/11/lityan-selling-to-suckers.html