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Monday, September 19, 2016

Manchester United - Power In The Darkness


Manchester United fans always suspected that Sir Alex Ferguson would be a tricky act to follow, but they probably did not anticipate it being quite so difficult. Since the Scot’s virtually unprecedented 27-year reign concluded in 2013, United have had to employ four managers in just over three seasons (including Ryan Giggs’ interim appointment).

David Moyes was the first to be handed the poisoned chalice, though he did not even last a full season before being unceremoniously sacked as the club failed to qualify for European competition for the first time since 1990. Hopes were higher when the experienced Louis van Gaal took the reigns and he did guide the club back to the Champions League, though his team failed to get through the group stage, losing to both Wolfsburg and PSV Eindhoven.

Even if United did win the FA Cup for a record-equalling 12th time, this was not enough to save the Dutchman, whose stultifying brand of football had not only created many enemies, but also resulted in a disappointing 5th place in the Premier League.

As former chief executive and non-executive director David Gill admitted, it was “undoubtedly a season of under-achievement… given the investment that was made.” This was a reference to van Gall splashing out over £250 million in a vain attempt to successfully rebuild an aging squad.

"Partial to your Ibracadabra"

And so José Mourinho duly arrived in May 2016, an appointment that had seemed almost inevitable once he had left Chelsea, albeit in less than happy circumstances. The Portuguese may not be everyone’s cup of tea, but he has delivered trophies at every club that has employed him.

Even for the “Special One”, United will be a major challenge, so he has wasted little time in adding more expensive recruits, including the talented Paul Pogba from Juventus for a record-breaking £89 million transfer fee just four years after he had moved in the opposite direction for a notional sum.

Such expenditure is testament to United’s amazing ability to generate cash. The club may not be firing on all cylinders on the pitch, but it is going great guns off it, as evidenced by the excellent 2015/16 financial results. As executive vice-chairman Ed Woodward put it, “Our record fiscal 2016 performance reflects the continued underlying strength of the business.”


Indeed, United reported a very healthy profit before tax of £49 million, which represented a dramatic improvement from the previous year’s £4 million loss. Profit after tax was somewhat lower at £36 million, as there was a £12 million tax expense, compared to a £3 million credit in the prior year, though this was still a great result.

The main reason for the improvement was revenue increasing by £120 million (30%) from £395 million to £515 million, the first time that a British club has broken through the £500 million barrier. All revenue streams grew, though commercial was the star performer, rising £71 million (36%) from £197 million to an incredible £268 million, primarily due to the commencement of the new Adidas kit agreement from 1 August 2015, which included a step-up in minimum guaranteed revenue and a contribution from several businesses previously operated by Nike.

Broadcasting and Match Day were both positively influenced by the return to European competition, rising by £33 million (30%) to £140 million and by £16 million (18%) to £107 million respectively. In contrast, profit from player sales was £33 million lower, as it swung from a £24 million profit the previous season to a £10 million loss this season.

"Many happy returns"

The impressive revenue growth was partly offset by corresponding increases in the costs. The wage bill rose by £30 million (15%) to £232 million, mainly due to the renewal of existing player contracts, couple with a salary uplift due to participation in UEFA competition. Similarly, other operating expenses increased by £19 million to £91 million, primarily due to retail and merchandising costs being recognised in-house, plus an increase in match day costs due to additional home games.

Exceptional items were £13 million higher at £15 million, including a £7 million impairment charge to write-off the value of German international Bastian Schweinsteiger, who is “no longer considered to be a member of the first team playing squad.”

There was also an £8 million pay-off to van Gaal and other members of his coaching staff, which means that United have now paid out a total of around £16 million to departing managers post-Ferguson.

However, profits were boosted by player amortisation being £12 million lower at £88 million, while net finance costs were cut by £15 million (43%) from £35 million to £20 million, due to the reduction in interest payable on the secured loan term facility and senior secured notes following the refinancing in June 2015.


In 2014/15 United were one of only six clubs in the Premier League to make a loss, as most clubs have become profitable thanks to the growth in the TV deal. United’s smallish £4 million deficit was essentially due to their lack of European competition (and money), but 2015/16 represents a return to the upper reaches of the top flight, at least in financial terms.

Although United are the first Premier League club to publish their 2015/16 accounts, their £49 million pre-tax profit would only have been surpassed by Liverpool’s £60 million in the previous season.


This performance is even more impressive considering that United’s profit was delivered despite making a £10 million loss on player sales, primarily as result of Angel Di Maria’s move to Paris Saint-Germain just one season after shelling out £60 million for the Argentine winger, though they probably also lost money on Robin van Persie’s move to Fenerbahce. Profits would have been recorded on the sale of Javier Hernandez to Bayer Leverkusen and Jonny Evans to WBA.

To place United’s loss into context, Liverpool’s 2014/15 £60 million profit was very largely due to making £56 million profit on player sales (Luis Suarez to Barcelona). Similar large sums were made that season by Southampton £44 million, Chelsea £42 million and Arsenal £29 million.


United now seem poised to report regular large profits, averaging £45 million profit in the last two seasons when they qualified for the Champions League: £41 million in 2014 and £49 million in 2016.

The last time that they reported a large loss was 2010, when the £44 million deficit was largely caused by £109 million of financing costs. This was actually lower than the £117 million of financing costs the previous season, but was partly compensated by the £80 million profit on player sales, almost entirely from Cristiano Ronaldo’s move to Real Madrid.


Since that mega deal in 2009, United have only once generated more than £20 million profit from player sales. That was in 2014/15, which included the transfers of Danny Welbeck to Arsenal and Nani to Fenerbahce, the returns of Shinji Kagawa to Borussia Dortmund and Wilfried Zaha to Crystal Palace, plus Michael Keane to Burnley and Bebé to Benfica.

However, this is not a major revenue-generating activity for Manchester United, though Ed Woodward has drawn investors’ attention to China as “another useful market if we’re looking to sell any players.” Anyone know if Wayne Rooney likes Chinese food?


Of course, United’s profits would have been substantially higher if the club did not have to bear the financing costs of the Glazers’ leveraged buy-out. In fact, over the last eight years they have made total operating profits of £526 million (including £138 million from player sales), which have been very largely wiped out by net financing costs of £480 million.


The good news is that the cost of this debt has been reducing following a series of refinancings, falling from that horrific £117 million in 2009 to “only” £20 million in 2016 (£13 million in cash terms). Coupled with the club’s explosive revenue growth, this means that financing costs have been cut from 42% of revenue in 2009 to just 4% last season.

That’s obviously great for United, but a little frightening for their rivals, as the club’s capacity to produce cash has never been in doubt. The bill for the Glazers has to an extent placed a break on United’s ability to spend, but this is not such a major factor anymore (even with the addition of dividends).


Accountants often use a metric called EBITDA (Earnings Before Interest, Depreciation and Amortisation) to assess a club’s underlying profitability and especially how much cash it produces. On this basis, United have been the undisputed champions over the years, but they have moved into another league in 2016, as their EBITDA shot up from £120 million to a deeply impressive £192 million.


To place this into context, the next highest EBITDA reported by other Premier League clubs in 2014/15 was Manchester City’s £83 million, more than £100 million lower. As another comparison, Arsenal’s EBITDA of £63 million is only around a third of United’s.

It is true that United are projecting a reduction in EBITDA in 2016/17, due to only competing in the Europa League, but their estimate of £170-180 million is still extremely good, driven by another increase in revenue to £530-540 million (mainly from the new Premier League television deal).


United’s revenue has grown by £152 million (42%) in the last three seasons, mostly due to the new deals with Chevrolet and Adidas, which have led to £69 million (76%) growth in sponsorship and £59 million (152%) in retail, merchandising and product licensing. There has also been a £39 million (38%) increase in broadcasting income, linked to the last TV deal in 2014.

However, it’s not been all good news, as mobile and content revenue has fallen by £12 million (53%) since 2013, due to the expiration of a few mobile partnerships, while match day income has also slightly reduced by £2 million (2%).


The 2015/16 revenue growth to £515 million has really distanced United from their domestic rivals. This is almost 50% higher than the closest challenger, Manchester City, though their £352 million is admittedly a 2014/15 figure.

The difference between United and the next clubs in the revenue league is the best part of £200 million: Arsenal £329 million (gap £186 million), Chelsea £314 million (gap £201 million) and Liverpool £298 million (gap £217 million). That is an astonishing competitive advantage for United and helps explain why they can drop £89 million on Pogba without batting an eyelid.


United stood at third place in the Deloitte 2015 Money League with revenue of £395 million, only behind Real Madrid £439 million and Barcelona £427 million, but ahead of Paris Saint-Germain and Bayern Munich. This was a notable achievement, as they were the only club in the Money League top ten not to benefit from Champions League participation, which demonstrates the underlying strength of United’s business model.

In fact, it is likely that United’s £515 million revenue will top the 2016 Money League when it is published, assuming that Deloitte maintain their approach of using the average exchange rate throughout the year. At that average rate of €1.34 to the £, Real Madrid’s €620 million is equivalent to £464 million, while Barcelona’s €612 million would be £458 million.

Of course, if we were to use the latest, post-Brexit Euro rate of 1.17, then it would be a different story: Real Madrid £530 million, Barcelona £523 million. Note: Barcelona announced total revenue of €679 million, but that included €67 million from player sales, which should be excluded for a like-for-like comparison.


If we compare the revenue of the other nine clubs in the Money League top ten, we can see United’s issue in 2015, namely the lack of Champions League TV money. This meant that United’s broadcasting income was lower than seven clubs, including Juventus who earned a staggering €89 million from Europe’s main tournament.

United were well ahead of all most clubs in terms of match day income, even without European competition, while they were only outperformed by two clubs commercially: Paris Saint-German, whose £226 million massively benefited from the French club’s “friendly” agreement with the Qatar Tourist Authority, and Bayern Munich, whose £212 million emphasised their commercial dominance in Germany.


Of course, those are the previous season’s figures, so it is entirely possible that United’s commercial income of £268 million is the highest in 2015/16. This now accounts for 52% of United’s total revenue, up from 24% in 2009. The importance of match day income, even though it is above £100 million, has consequently diminished from 41% to 21% over the same period.


Commercial activity is particularly important to the two Manchester clubs, accounting for around half of their revenue, compared to 39% at Liverpool, 34% at Chelsea, 31% at Arsenal and 30% at Tottenham.

United’s commercial income of £268 million in 2015/16 is evidence of the club’s ability to monetize its global brand through three revenue streams: (a) sponsorship – up 3% to £160 million; (b) retail, merchandising, apparel and product licensing – up 207% to £97 million; (c) mobile and content – up 4% to £11 million.


Domestically, United’s £268 million is around £100 million more than Manchester City’s £173 million (2014/15), though it will be interesting to see how their “noisy neighbours” have progressed last season. To further place this in perspective, it’s around the same as the three leading London clubs combined (Chelsea £108 million, Arsenal £103 million and Tottenham £60 million)

To give a better idea of United’s commercial might, £268 million is higher than the total revenue at all but nine of the Money League clubs in 2014/15, ahead of the likes of Juventus, Borussia Dortmund and Tottenham.


There’s an old investment saying that “elephants don’t gallop”, but United’s growth rate of 128% since 2012 outpaces all their rivals. Admittedly, those clubs could also grow more in 2015/16, but Arsenal (the team with the next highest percentage growth) would have to increase their commercial revenue by £17 million to £120 million to match United’s growth rate, which seems unlikely based on their half-year accounts.

This year’s figures include the new kit supplier agreement with Adidas, which is worth £750 million over the next 10 years, i.e. £75 million a year. This is £50 million higher than the previous Nike deal. Not only that, but it has allowed the club to take control of various activities, e.g. they have brought the management of the Old Trafford Megastore in-house and signed a number of lucrative licensing deals.


There are success clauses are built into this contract, e.g. if United fail to participate in the Champions League for two or more consecutive seasons, then the payment for that year would reduce up to 30%, i.e. £22.5 million, though this would be spread over the remainder of the contract. On the other hand, success in the Premier League, FA Cup or Champions League would bring an additional maximum of £4 million.

Nevertheless, it is still an astonishing deal, significantly higher than the £30 million agreements at Arsenal (PUMA) and Chelsea (Adidas), though Chelsea will switch to Nike for £60 million from the 2017/18 season.

At the time it was signed, United describe theirs as the “largest kit manufacture sponsorship deal in sport”, though it has since been reportedly overtaken by new agreements signed by Barcelona (Nike) and Real Madrid (Adidas), which would be worth £125 million and £115 million respectively (at the current exchange rate).


In England, United’s ability to “extract value from their sponsorship deals is almost unprecedented, as seen by the seven-year shirt deal signed with General Motors (Chevrolet) running to the end of the 2020/21 season worth a total of $559 million. As GM paid United $18.6 million in each of the 2012/13 and 2013/14 seasons for “pre-sponsorship support and exposure”, the remaining $521.8 million works out to $74.5 million a year.

At the 30 June 2015 $ rate of 1.57, that was equivalent to £47 million a year, a figure that has been widely reported, but at the 30 June 2016 rate of 1.33, it is worth £56 million, which is considerably more than the next highest English shirt sponsorship deals, namely Chelsea (Yokohama) £40 million and Arsenal (Emirates) £30 million.

United’s previous shirt sponsors, Aon, have not completely exited the scene though, as they will pay for the privilege of being United’s training kit partner until 2020/21 including renaming the training facilities at Carrington as the Aon Training Complex.

"A prisoner of the past"

On top of that, United continue to announce new sponsorships, 25 in the last two seasons alone: 11 global sponsors, 9 regional sponsors and 5 financial services, MUTV and telecom partnerships.

United also earn good money from promotional tours and exhibition matches, e.g. £10 million in 2015/16, £13 million in 2014/15. However, the Glazers have drawn the line at selling naming rights to the Old Trafford stadium, which are potentially worth £20 million a year.

The only potential fly in the ointment is if United’s lack of success on the pitch persists, especially if the football is not in line with their swashbuckling tradition. Indeed, last season Adidas chief executive Hubert Hainer, while boasting that shirt sales had exceeded expectations, had a dig at the team’s playing style, which was “not exactly what we want to see.”


United’s match day revenue rose 18% (£16 million) from £91 million to £107 million in 2015/16, as they played 8 more games at home, largely arising from a return to European competition (4 Champions League, 2 Europa League). As a result, they have once again overtaken Arsenal’s £100 million.

These two are a long way ahead of other English clubs, e.g. Chelsea £71 million, Liverpool £51 million, Manchester City £43 million and Tottenham £41 million, which helps explain why they are all investing in stadium development/expansion.


United’s average attendance of 75,000 is far higher than any other English club (Arsenal being the nearest at just under 60,000), with Old Trafford being the largest football club stadium in the UK. Season ticket prices were frozen for the 2016/17 season, which means that prices have been held for five consecutive seasons. That said, United have the most expensive season tickets outside London.

The club places great emphasis on its premium seating and hospitality facilities in order to maximise match day revenue, as can be seen by Old Trafford (“the theatre of dreams”) having 154 luxury boxes, approximately 8,000 executive club seats, 15 restaurants and 4 sports bars. In this way, in 2015/16 United generated around £34 million from hospitality (compared to £52 million from gate receipts).


United’s share of the Premier League television money was flat at £97 million in 2015/16. They actually earned £6 million more than champions Leicester City, as the smaller merit payment for finishing four places lower was more than offset by higher facility fees for having 11 more games broadcast live. This again is down to the United brand.

This is even before the increases from the mega Premier League TV deal in 2016/17. Based on the contracted 70% increase in the domestic deal and 40% increase in the overseas deals (per United’s press release), the top four clubs would receive around £150 million, while even the bottom club would trouser around £95 million.

Although this is clearly great news for the clubs, it is somewhat of a double-edged sword for the elite, as it makes it more difficult (or at the very least more expensive) to persuade the mid-tier clubs to sell their talent, thus increasing competition.


The other main element of broadcasting revenue is European competition, though United have not done so well here recently. They have only got as far as the quarter-finals once in the last five years (under the much maligned Moyes in 2013/14), while not qualifying at all in 2014/15.

UEFA have not yet published the revenue distribution details for 2015/16, but my estimate for United’s share is €40 million, based on the increases in the 2016 to 2018 cycle, namely higher prize money plus significant growth in the TV (market) pool, thanks to BT Sports paying more than Sky/ITV for live games (worth €125 million vs. €94 million, per United’s 20-F submission).


United’s 2015/16 Champions League payment was partly influenced by their progress in the tournament, but was to an extent compromised by their 4th place finish in the 2014/15 Premier League. This is because half of the market pool is allocated based on the finishing place in the previous season’s domestic league: 1st place 40%, 2nd place 30%, 3rd place 20% and 4th place 10%.

The value of Champions League qualification is clear, especially if it is compared to the Europa League, where the most earned by an English club in 2014/15 was Everton’s €7.5 million.

Mourinho has admitted that the Europa League is “not a competition that Manchester United wants” from a sporting perspective, but Hemen Tseayo, United’s head of corporate finance, outlined the damage in financial terms. He estimated that the Europa League is worth around £30 million less than the Champions League in broadcasting income (plus another £5-6 million in gate receipts), though this is mitigated by lower salary/bonus payments and cost of staging games.


United’s wage bill increased by 15% (£30 million) from £203 million to £232 million, primarily due to player contract extensions and an uplift in salaries due to participation in the Champions League, though the wages to turnover ratio was reduced from 51% to 45% following the surge in revenue.


Not only is this the the lowest wages to turnover ratio at United since 2009, but is by some distance the smallest in the Premier League, the closest challengers being Newcastle and Tottenham with 51%. Put another way, United’s wages to turnover ratio is the best in the top flight, even though their wage bill is the highest.


Their 2015/16 wage bill of £232 million has overtaken Chelsea’s £216 million from the previous season and is around £40 million more than Manchester City £194 million and Arsenal £192 million.

Of course, United fans will be quick to point out that City’s wage bill might well have gone up in 2015/16. They will also have noted that some of City’s decrease from the English all-time high of £233 million in 2012/13 is due to a restructure whereby some staff are now paid by group companies with the costs included in external charges, as opposed to wages.


In any case, United’s wages are way ahead of most Premier League clubs with some of the nearest challengers (in 2014/15) being Liverpool £166 million, Tottenham £101 million, Aston Villa £84 million and Everton £78 million. For context, United’s wage bill is about the same as Tottenham, Everton and Leicester City combined.

The Premier League’s Short Term Cost controls restricted the annual player wage cost increases to £4 million for the three years up to 2015/16, then £7 million a year for the next three-year cycle to 2018/19 – except if funded by increases in revenue rom sources other than Premier League broadcasting contracts. In other words, United are fine here, due to their massive commercial revenue growth.


Although there is a natural focus on wages, other expenses also account for a considerable part of the budget at leading clubs. Excluding player amortisation, depreciation and exceptional items, United’s other expenses increased in 2015/16 by £19 million (26%) from £72 million to £91 million, due to retail and merchandising being recognised in-house, plus higher match day costs in line with more home games.

This is again the highest in the Premier League, ahead of Chelsea £83 million, Manchester City £76 million and Arsenal £74 million, though there have been media reports that the Glazers have demanded cuts of 15% in most departments, including the academy.


Another cost that has had a major impact on United’s profit and loss account is player amortisation, which is the method that football clubs use to account for transfer fees. As a result of the recent huge increase in spending, player amortisation has shot up from £38 million in 2012 to £88 million in 2016. Although this is £12 million lower than the previous season’s £100 million, it should shoot up again next year following this summer’s splurge.


As a reminder of how this works, transfer fees are not fully expensed in the year a player is purchased, but the cost is written-off evenly over the length of the player’s contract – even if the entire fee is paid upfront. As an example, Pogba was reportedly bought for £89 million on a five-year deal, so the annual amortisation in the accounts for him would be £18 million.


Unsurprisingly, United's player amortisation is now the largest in the Premier League, though City are likely to be close to this amount when they publish their 2015/16 accounts. Basically, those clubs that are regarded as big spenders logically have the highest amortisation charges, e.g. City £70 million and Chelsea £69 million, while Arsenal’s relatively restrained spending has left them with £54 million of player amortisation in 2014/15.

United have really ramped up their spend in the transfer market in the last few seasons, splashing out huge sums to compensate for the years of austerity (relatively speaking). In essence, Ferguson’s genius at working on a tight transfer budget delivered great results, but also resulted in a squad that needed to be substantially upgraded by his successors.


In the five years between 2006 and 2011, United’s average annual net spend was only £3 million (gross £33 million), a paltry sum for a club of this magnitude, though this was obviously impacted by Ronaldo’s £80 million sale to Real Madrid. However, in the next three years the average net spend rose to £52 million (gross £61 million), and then accelerated again to £92 million (gross £133 million) in the last three seasons.

That’s around £400 million in the last three seasons, as United has recruited expensive new blood, including (deep breath) Paul Pogba, Eric Bailly, Henrikh Mikhitaryan, Zlatan Ibrahimovic, Anthony Martial, Memphis Depay, Morgan Schneiderlin, Matteo Darmian, Bastian Schweinsteiger, Angel Di Maria, Ander Herrera, Luke Shaw, Marcos Rojo and Daley Blind.

After the Pogba deal, Mourinho observed, “sometimes in football things happen and the club breaks the record, but this is only possible at clubs like Manchester United” in a thinly veiled jibe at Arsène Wenger and Jürgen Klopp.


Despite this massive outlay, United’s net spend of £275 million in this period was still beaten by Manchester City’s £299 million, though it was well clear of Arsenal £165 million and Chelsea £123 million. As Woodward explained, “there’s a bit more pressure on some of the bigger clubs to bring in top players, verging on world class, that are going to hit the ground running.”

Perhaps the most eye-opening signing was Martial with United paying an initial £38.5 million (€50 million) for the 19-year old forward plus a potential £23 million (€30 million) in add-ons. These comprise three bonus payments of €10 million dependent on the following achievements: 25 goals, 25 French caps and being shortlisted for the Ballon d’Or award during his time at Old Trafford.

Woodward has cautioned that the club may reduce its spending in future: “As a club we will always invest in the squad to the extent that we feel that we need to, so that we are challenging for titles, but this sustained level is probably relatively high compared to what is needed.” However, as we have seen, United generate more than enough cash in future for similar purchases – if they want to do so.


United’s gross debt rose by £79 million from £411 million to £490 million (the highest since 2010), largely due to the impact of exchange rate movements on the USD denominated debt (1.57 to 1.33). This comprises $425 million of Senior Secured Notes (3.79%, repayment 2027) and a $225 million Secured Term Facility (1.25-1.75%, repayment 2025).

However, net debt only rose by £6 million from £255 million to £261 million, as cash balances increased by £73 million from £156 million to £229 million.


The 2015 refinancing increased the debt, but extended the repayment dates with a lower interest rate, thus reducing the annual financing costs to £20 million, compared to £35 million the previous year (including a premium paid for the refinancing).

Despite the reduction, this is a lot more than any other Premier League club with Arsenal being the only other club with a double-digit interest payment of £13 million. To place that into perspective, Manchester City, Tottenham, Everton and Liverpool all had net interest payable of only £4-5 million.


Although these interest payments are clearly manageable, United supporters would prefer this money to be spent on further strengthening the squad. Former chief executive David Gill famously said that “debt is the road to ruin” before the Glazers purchased the club, which has not exactly proved to be the case for United, but it has undoubtedly been damaging to their prospects.

The only other Premier League club with anything like the same levels of borrowing is Arsenal, whose £232 million represents the debt incurred for the construction of the Emirates Stadium. There were just two other Premier League clubs with debt above £100 million in 2014/15, namely Sunderland £141 million and Newcastle United £129 million.


United’s business model only works as they are a veritable cash machine, once again evidenced in 2015/16 when they generated £201 million of cash from operating activities. They then spent a net £100 million on player registrations (£138 million of purchases less £38 million of sales), slightly more than the previous season’s £97 million. That does not even include this summer’s purchases with a note in the accounts stating that a further £160 million was spent on acquiring players.

In addition, £13 million went on interest payments and £20 million on dividends. There was also £5 million of infrastructure investment, mainly to refurbishment work at Old Trafford and the Aon Training Complex, and a £2 million tax payment. As a result, cash rose £61 million before being boosted by £13 million of FX gains to give a net increase of £73 million.


In the last seven years United have generated an incredible £1.25 billion of cash: £936 million from operating activities plus £318 million from share issues. Just over £400 million (32%) of this has been spent on player purchases and £68 million (5%) on capital expenditure, but the majority £671 million (54%) has been used to finance the Glazers’ loans: £424 million of interest payments and £247 million of debt repayments.


The good news is that there has been a clear swing in the last three years from using cash to finance debt to player purchases – “our strong commitment to invest in our squad”, as Woodward put it. In the period 2010-14, United spent an average of £158 million each year on financing debt, compared to just £32 million on players. However, in the last 3 years, the average financing expenditure has fallen to £23 million, while player spend has risen to £92 million.

This is partly due to annual interest payments being reduced to £13 million, though this has been replaced by an annual dividend of £20 million, including £2.5 million to each of Malcolm Glazer’s six children (amounting to £15 million).


Although this is rather galling to the club’s supporters, there is certainly enough cash available in the club’s coffers with United’s £229 million now just ahead of Arsenal’s £228 million in 2014/15, but miles above all other Premier League clubs, e.g. the next highest balances were Manchester City £75 million and Newcastle United £48 million. That said, there are high amounts owed for transfer fees, amounting to £156 million, up from £115 million in 2015.

In conclusion, Manchester United’s financial status is the envy of almost every other football club on the planet. They are a commercial powerhouse generating the highest revenue and cash in England (possibly the world, depending on exchange rates), which means that they can spend huge sums on player transfers and wages.

"Left to my own devices"

As Ed Woodward said, “The club is on target to achieve record revenues in 2017, even without a contribution from the Champions League. This strong financial performance has enabled us to invest in our squad, team management and facilities to position us to challenge for, and win, trophies in the coming years.”

Success on the pitch has to be the club’s top priority. There’s no doubt that money is available for United to attract star names to Old Trafford, though ironically their shining light in recent times has been local lad Marcus Rashford, an academy graduate who cost nothing.

"At the height of the fighting"

For a club of United’s size and history to be struggling so badly is a major surprise, especially as the board has loosened the purse strings since Ferguson’s departure. Of course, money doesn’t guarantee success (see Leicester City’s triumph last season), but it is normally a fairly reliable indicator, so the onus is now on the team to deliver.

Woodward described José Mourinho’s appointment as “a reflection of the club’s determination to return to the pinnacle of our sport”, but at the moment this looks a long way off. The new era has had a shaky start, not least in comparison to Manchester City, where Pep Guardiola has already got his team playing some dazzling football.

Ultimately, the question remains: can Mourinho succeed where Moyes and van Gaal have failed and lead United back to former glories? One thing is for sure, if his reign does end in disappointment, it is unlikely to be down to a lack of money.
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Wednesday, September 14, 2016

Fairness Opinions: Fix them or Flush them!

My post on the Tesla/SCTY deal about the ineptitude and laziness that Lazard and Evercore brought to the valuation process did not win me any friends in the banking M&A world. Not surprisingly, it drew some pushback, not so much from bankers, but from journalists and lawyers, taking me to task for not understanding the context for these valuations. As Matt Levine notes in his Bloomberg column, where he cites my post, "a fairness opinion is not a real valuation, not a pure effort to estimate the value of a company from first principles and independent research" (Trust me. No one is setting the bar that high. I was looking for biased efforts using flawed principles and haphazard research and these valuation could not even pass that standard)  and that "they (Lazard and Evercore) are just bankers; their expertise is in pitching and sourcing and negotiating and executing deals -- and in plugging in discount rates into preset spreadsheets -- not in knowing the future". (Bingo! So why are they doing these fairness opinions and charging millions of dollars for doing something that they are not good at doing? And there is a difference between knowing the future, which no one does, and estimating the future, which is the essence of valuation.) If Matt is right, the problems run deeper than the bankers in this deal, raising questions about what the purpose of a   "fairness opinion" is and whether it has outlived its usefulness (assuming that it was useful at some point).

Fairness Opinions: The Rationale
What is a fairness opinion? I am not a lawyer and I don't play intend to play one here, but it is perhaps best to revert back to the legal definition of the term. In an excellent article on the topic, Steven Davidoff defines a fairness opinion as an "opinion provided by an outsider that a transaction meets a threshold level of fairness from a financial perspective". Implicit in this definition are the assumptions that the outsider is qualified to pass this judgment and that there is some reasonable standard for fairness.  In corporate control transactions (acquisition, leveraged buyout etc.), as practiced today, the fairness opinion is delivered (orally) to the board at the time of the transaction, and that presentation is usually followed by a written letter that summarizes the transaction terms and the appraiser's assumptions and attests that the price paid is "fair from a financial point of view". That certainly sounds like something we should all favor, especially in deals that have obvious conflicts of interest, such as management-led leveraged buyouts or transactions like the Tesla/Solar City deal, where the interests of Elon Musk and the rest of Tesla 's stockholders may diverge.

Note that while fairness opinions have become part and parcel of most corporate control transactions, they are not required either by regulation or law. As with so much of business law, especially relating to acquisitions, the basis for fairness opinions and their surge in usage can be traced back to Delaware Court judgments. In Smith vs Van Gorkom, a 1985 case, the court ruled against the board of directors of Trans Union Corporation, who voted for a leveraged buyout, and specifically took them to task for the absence of a fairness opinion from an independent appraiser. In effect, the case carved out a safe harbor for the companies by noting that “the liability could have been avoided had the directors elicited a fairness opinion from anyone in a position to know the firm’s value”.  I am sure that the judges who wrote these words did so with the best of intentions, expecting fairness opinions to become the bulwark against self-dealing in mergers and acquisitions. In the decades since, through a combination of bad banking practices, the nature of the legal process and confusion about the word "fairness", fairness opinions, in my view, have not just lost their power to protect those that they were intended to but have become a shield used by managers and boards of directors against serious questions being raised about deals. 

Fairness Opinions: Current Practice?
There are appraisers who take their mission seriously and evaluate the fairness of transactions in their opinions, but the Tesla/Solar City valuations reflect not only how far we have strayed from the original idea of fairness but also how much bankers have lowered the bar on what constitutes acceptable practice.  Consider the process that Lazard and Evercore used by  to arrive at their fairness opinions in the Tesla/Solar City deal, and if Matt is right, they are not alone:

What about this process is fair, if bankers are allowed to concoct discount rates, and how is it an opinion, if the numbers are supplied by management? And who exactly is protected if the end result is a range of values so large that any price that is paid can be justified?  And finally, if the contention is that the bankers were just using professional judgment, in what way is it professional to argue that Tesla will become the global economy (as Evercore is doing in its valuation)? 

To the extent that what you see in the Tesla/Solar City deal is more the rule than the exception, I would argue that fairness opinions are doing more harm than good. By checking off a legally required box, they have become a way in which a board of directors buy immunization against legal consequences. By providing the illusion of oversight and an independent assessment, they are making shareholders too sanguine that their rights are being protected. Finally, this is a process where the worst (and least) scrupulous appraisers, over time, will drive out the best (and most principled) ones, because managers (and boards that do their bidding) will shop around until they find someone who will attest to the fairness of their deal, no matter how unfair it is. My interest in the process is therefore as much professional, as it is personal. I believe the valuation practices that we see in many fairness opinions are horrendous and are spilling over into the other valuation practices.

It is true that there are cases, where courts have been willing to challenge the "fairness" of fairness opinions, but they have been infrequent and  reserved for situations where there is an egregious conflict of interest. In an unusual twist, in a recent case involving the management buyout of Dell at $13.75 by Michael Dell and Silver Lake, Delaware Vice Chancellor Travis Lester ruled that the company should have been priced at $17.62, effectively throwing out the fairness opinion backing the deal. While the good news in Chancellor Lester's ruling is that he was willing to take on fairness opinions, the bad news is that he might have picked the wrong case to make his stand and the wrong basis (that markets are short term and under price companies after they have made big investments) for challenging fairness opinions.

Fish or Cut Bait?
Given that the fairness opinion, as practiced now, is more travesty than protection and an expensive one at that, the first option is to remove it from the acquisition valuation process. That will put the onus back on judges to decide whether shareholder interests are being protected in transactions. Given how difficult it is to change established legal practice, I don't think that this will happen. The second is to keep the fairness opinion and give it teeth. This will require two ingredients to work, judges that are willing to put fairness opinions to the test and punishment for those who consistently violate those fairness principles.

A Judicial Check
Many judges have allowed bankers to browbeat them into accepting the unacceptable in valuation, using the argument that what they are doing is standard practice and somehow professional valuation.  As someone who wanders across multiple valuation terrain, I am convinced that the valuation practices in fairness opinions are not just beyond the pale, they are unprofessional. To those judges, who would argue that they don't have the training or the tools to detect bad practices, I will make my pro bono contribution in the form of a questionnaire with flags (ranging from red for danger to green for acceptable) that may help them separate the good valuations from the bad ones.

Question
Green
Red
Who is paying you to do this valuation and how much? Is any of the payment contingent on the deal happening? (FINRA rule 2290 mandates disclosure on these)
Payment reflects reasonable payment for valuation services rendered and none of the payment is contingent on outcome
Payment is disproportionately large, relative to valuation services provided, and/or a large portion of it is contingent on deal occurring.
Where are you getting the cash flows that you are using in this valuation?
Appraiser estimates revenues, operating margins and cash flows, with input from management on investment and growth plans.
Cash flows supplied by management/ board of company.
Are the cash flows internally consistent?
1.     Currency: Cash flows & discount rate are in same currency, with same inflation assumptions.
2.     Claim holders: Cash flows are to equity (firm) and discount rate is cost of equity (capital).
3.     Operations: Reinvestment, growth and risk assumptions matched up.
No internal consistency tests run and/or DCF littered with inconsistencies, in currency and/or assumptions.
-       High growth + Low reinvestment
-       Low growth + High reinvestment
-       High inflation in cash flows + Low inflation in discount rate
What discount rate are you using in your valuation?
A cost of equity (capital) that starts with a sector average and is within the bounds of what is reasonable for the sector and the market.
A cost of equity (capital) that falls outside the normal range for a sector, with no credible explanation for difference.
How are you applying closure in your valuation?
A terminal value that is estimated with a perpetual growth rate < growth rate of the economy and reinvestment & risk to match.
A terminal value based upon a perpetual growth rate > economy or a multiple (of earnings or revenues) that is not consistent with a healthy, mature firm.
What valuation garnishes have you applied?
None.
A large dose of premiums (control, synergy etc.) pushing up value or a mess of discounts (illiquidity, small size etc.) pushing down value.
What does your final judgment in value look like?
A distribution of values, with a base case value and distributional statistics.
A range of values so large that any price can be justified.

If this sounds like too much work, there are four changes that courts can incorporate into the practice of fairness opinions that will make an immediate difference:
  1. Deal makers should not be deal analysts: It should go without saying that a deal making banker cannot be trusted to opine on the fairness of the deal, but the reason that I am saying it is that it does happen. I would go further and argue that deal makers should get entirely out of the fairness opinion business, since the banker who is asked to opine on the fairness of someone else's deal today will have to worry about his or her future deals being opined on by others.
  2. No deal-contingent fees: If bias is the biggest enemy of good valuation, there is no simpler way to introduce bias into fairness opinions than to tie appraisal fees to whether the deal goes through. I cannot think of a single good reason for this practice and lots of bad consequences. It should be banished.
  3. Valuing and Pricing: I think that appraisers should spend more time on pricing and less on valuation, since their focus is on whether the "price is fair" rather than on whether the transaction makes sense. That will require that appraisers be forced to justify their use of multiples (both in terms of the specific multiple used, as well as the value for that multiple) and their choice of comparable firms. If appraisers decide to go the valuation route, they should take ownership of the cash flows, use reasonable discount rates and not muddy up the waters with arbitrary premiums and discounts. And please, no more terminal values estimated from EBITDA multiples!
  4. Distributions, not ranges: In my experience, using a range of value for a publicly traded stock to determine whether a price is fair is useless. It is analogous to asking, "Is it possible that this price is fair?", a question not worth asking, since the answer is almost always "yes". Instead, the question that should be asked and answered is "Is it plausible that this price is a fair one?"  To answer this question, the appraiser has to replace the range of values with a distribution, where rather than treat all possible prices as equally likely, the appraiser specifies a probability distribution. To illustrate, I valued Apple in May 2016 and derived a distribution of its values:

Let's assume that I had been asked to opine on whether a $160 stock price is a fair one for Apple. If I had presented this valuation as a range for Apple's value from $80.81 to $415.63, my answer would have to be yes, since it falls within the range. With a distribution, though, you can see that a $160 price falls at the 92nd percentile, possible, but neither plausible, nor probable.  To those who argue that this is too complex and requires more work, I would assume that this is at the minimum what you should be delivering, if you are being paid millions of dollars for an appraisal.

Punishment
The most disquieting aspect of the acquisition business is the absence of consequences for bad behavior, for any of the parties involved, as I noted in the aftermath of the disastrous HP/Autonomy merger. Thus, managers who overpay for a target are allowed to use the excuse of "we could not have seen that coming" and the deal makers who aided and abetted them in the process certainly don't return the advisory fees, for even the most abysmal advice. I think while mistakes are certainly part of business, bias and tilting the scales of fairness are not and there have to be consequences:
  1. For the appraisers: If the fairness opinion is to have any heft, the courts should reject fairness opinions that don't meet the fairness test and remove the bankers involved  from the transaction, forcing them to return all fees paid. I would go further and create a Hall of Shame for those who are repeat offenders, with perhaps even a public listing of their most extreme offenses. 
  2. For directors and managers: The boards of directors and the top management of the firms involved should also face sanctions, with any resulting fines or fees coming out of the pockets of directors and managers, rather than the shareholders involved.
I know that your reaction to these punitive suggestions is that they will have a chilling effect on deal making. Good! I believe that much as strategists, managers and bankers like to tell us otherwise, there are more bad deals than good ones and that shareholders in companies collectively will only gain from crimping the process.

YouTube Video


Attachments
  1. The Fairness Questionnaire (as a word file, which you are free to add to or adapt)
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Tuesday, September 6, 2016

Keystone Kop Valuations: Lazard, Evercore and the TSLA/SCTY Deal

It is get easy to get outraged by events around you, but I have learned, through hard experience, that writing when outraged is dangerous. After all, once you have climbed onto your high horse, it is easy to find fault with others and wallow in self-righteousness. It is for that reason that I have deliberately avoided taking issue with investment banking valuations of specific companies, much as I may disagree with the practices used in many of them. I understand that bankers make money on transactions and that their valuations are more sales tools than assessments of fair value and that asking them to pay attention to valuation first principles may be asking too much. Once in a while, though, I do come across a valuation so egregiously bad that I cannot restrain myself and reading through the prospectus filed by Tesla for their Solar City acquisition/merger was such an occasion. My first reaction as I read through the descriptions of how the bankers in this deal (Evercore for Tesla and Lazard for Solar City) valued the two companies was "You must be kidding me!".

The Tesla/Solar City Deal
In June 2016, Tesla announced that it intended to acquire Solar City in a stock swap, a surprise to almost everyone involved, except for Elon Musk. By August 1, the specifics of the deal had been ironed out and the broad contours of the deal are captured in the picture below:


At the time of the deal, Mr. Musk contended that the deal made sense for stockholders in both companies, arguing that it was a "no-brainer" that would allow Tesla to expand its reach and become a clean energy company. While Mr. Musk has a history of big claims and perhaps the smarts and charisma to deliver on them, this deal attracted attention because of its optics. Mr. Musk was the lead stockholder in both companies and CEO of Tesla and his cousin, Lyndon Rive, was the CEO of Solar City. Even Mr. Musk's strongest supporters could not contest the notion that he was in effective control at both companies, creating, at the very least. the potential for conflicts of interests. Those questions have not gone away in the months since and the market concerns have been reflected in the trend lines in the stock prices of the two companies, with Solar City down about 24% and Tesla's stock price dropping about 8%.

The board of directors at Tesla has recognized the potential for a legal backlash and as this New York Times article suggests, they have been careful to create at least the appearance of an open process, with Tesla's board hiring Evercore Partners, an investment bank, to review the deal and Solar City's board calling in Lazard as their deal assessor. Conspicuously missing is Goldman Sachs, the investment banker on Tesla's recent stock offering, but more about that later.

The Banking Challenge in a Friendly Merger
In any friendly merger, the bankers on the two sides of the deal face, what at first sight, looks like an impossible challenge. The banker for the acquiring company has to convince the stockholders of the acquiring company that they are getting a good deal, i.e., that they are acquiring the target company at a price, which while higher that the prevailing market price, is lower than the fair value for the company. At the same time, the banker for the target company has to convince the stockholders of the target company that they too are getting a good deal, i.e., that they are being acquired at is higher than their fair value. If you are a reasonably clever banking team, you discover very quickly that the only way you can straddle this divide is by bringing in what I call the two magic merger words, synergy and control. Synergy in particular is magical because it allows both sides to declare victory and control adds to the allure because it comes with the promise of unspecified changes that will be made at the target company and a 20% premium:


In the Tesla/Solar City deal, the bankers faced a particularly difficult challenge. Finding synergy in this merger of an electric car company and a solar cell company, one of which (Tesla) has brand name draw and potentially high margins and the other of which is a commodity business (Solar City) with pencil thin margins) is tough to do. Arguing that the companies will be better managed as one company is tricky when both companies have effectively been controlled by the same person(Musk) before the merger. In fact, it is far easier to make the case for reverse synergy here, since adding a debt-laden company with a questionable operating business (Solar City) to one that has promise but will need cash to deliver seems to be asking for trouble. The bankers could of course have come back and told the management of both companies (or just Elon Musk) that the deal does not make sense and especially so for the stockholders of Tesla but who can blame them for not doing so? After all, they are paid based upon whether the deal gets done and if asked to justify themselves, they would argue that Musk would have found other bankers who would have gone along. Consequently, I am not surprised that both banks found value in the deal and managed to justify it.

The Valuations
It is with this perspective in mind that I opened up the prospectus, expecting to see two bankers doing what I call Kabuki valuations, elaborately constructed DCFs where the final result is never in doubt, but you play with the numbers to make it look like you were valuing the company. Put differently, I was willing to cut a lot of slack on specifics, but what I found failed even the minimal tests of adequacy in valuation. Summarizing what the banks did, at least based upon the prospectus (lest I am accused of making up stuff):
Tesla Prospectus
Conveniently, these number provide backing for the Musk acquisition story, with Evercore reassuring Tesla stockholders that they are getting a good deal and Lazard doing the same with Solar City stockholders, while shamelessly setting value ranges so wide that they get legal cover, in case they get sued.  Note also not only how much money paid to these bankers for their skills at plugging in discount rates into spreadsheets but that both bankers get an additional payoff, if the merger goes through, with Evercore pocketing an extra $5.25 million and Lazard getting 0.4% of the equity value of Solar City.  There are many parts of these valuations that I can take issue with, but in the interests of fairness, I will start with what I term run-of-the-mill banking malpractice, i.e., bad practices that many bankers are guilty of.
  1. No internal checks for consistency: There is almost a cavalier disregard for the connection between growth, risk and reinvestment. Thus, when both banks use ranges of growth for their perpetual value estimates, it looks like neither adjusts the cash flows as growth rates change. (Thus, when Lazard moves its perpetual growth rate for Solar City from 1.5% to 3%, it looks like the cash flow stays unchanged, a version of magical growth that can happen only on a spreadsheet).
  2. Discount Rates: Both companies pay lip service to standard estimation technology (with talk of the CAPM and cost of capital), and I will give both bankers the benefit of the doubt and attribute the differences in their costs of capital to estimation differences, rather than to bias.  The bigger question, though, is why the discount rates don't change as you move through time to 2021, where both Tesla and Solar City are described as slower growth, money making companies.
  3. Pricing and Valuation: I have posted extensively on the difference between pricing an asset/business and valuing it and how mixing the two can yield a incoherent mishmash. Both investment banks move back and forth between intrinsic valuation (in their use of cash flows from 2016-2020) and pricing, with Lazard estimating the terminal value of Tesla using a multiple of EBITDA. (See my post on dysfunctional DCFS, in general, and Trojan Horse DCFs, in particular).
There are two aspects of these valuations that are the over-the-top, even by banking valuation standards:
  1. Outsourcing of cash flows: It looks like both bankers used cash flow forecasts provided to them by the management. In the case of Tesla, the expected cash flows for 2016-2020 were generated by Goldman Sachs Equity Research (GSER, See Page 99 of prospectus) and for Solar City, the cash flows for that same period were provided by Solar City, conveniently under two scenarios, one with a liquidity crunch and one without. Perhaps, Lazard and Evercore need reminders that if the CF in a DCF is supplied to you by someone else,  you are not valuing the company, and charging millions for plugging in discount rates into preset spreadsheets is outlandish. 
  2. Terminal Value Hijinks: The terminal value is, by far, the biggest single number in a DCF and it is also the number where the most mischief is done in valuation. While some evade these mistakes by using pricing, there is only one consistent way to get terminal value in a DCF and that is to assume perpetual growth. While there are a multitude of estimation issues that plague perpetual growth based terminal value, from not adjusting the cost of capital to reflect mature company status to not modifying the reinvestment to reflect stable growth, there is one mistake that is deadly, and that is assuming a growth rate that is higher than that of the economy forever. With that context, consider these clippings from the prospectus on the assumptions about growth forever made by Evercore in their terminal value calculations:
    Tesla Prospectus
    I follow a rule of keeping the growth rate at or below the risk free rate but I am willing to accept the Lazard growth range of 1.5-3% as within the realm of possibility, but my reaction to the Evercore assumption of 6-8% growth forever in the Tesla valuation or even the 3-5% growth forever with the Solar City valuation cannot be repeated in polite company. 
Not content with creating one set of questionable valuations, both banks doubled down with a number of  of other pricing/valuations, including sum-of-the-parts valuations, pricing and transaction premiums, using a "throw everything at the fan and hope something sticks" strategy.

Now what? 
I don't think that Tesla's Solar City acquisition passes neither the smell test (for conflict of interest) nor the common sense test (of creating value), but I am not a shareholder in either Tesla or Solar City and I don't get a vote. When Tesla shareholders vote, given that owning the stock is by itself an admission that they buy into the Musk vision, I would not be surprised if they go along with his recommendations. Tesla shareholders and Elon Musk are a match made in market heaven and I wish them the best of luck in their life together.

As for the bankers involved in this deal, Lazard's primary sin is laziness, accepting an assignment where they are reduced to plugging in discount rates into someone else's cash flow forecasts and getting paid $2 million plus for that service. In fact, that laziness may also explain the $400 million debt double counting error made by Lazard on this valuation,. Evercore's problems go deeper. The Evercore valuation section of the prospectus is a horror story of bad assumptions piled on impossible ones, painting a picture of ignorance and incompetence. Finally, there is a third investment bank (Goldman Sachs), mentioned only in passing (in the cash flow forecasts provided by their equity research team), whose absence on this deal is a story by itself. Goldman's behavior all through this year, relating to Tesla, has been rife with conflicts of interest, highlighted perhaps by the Goldman equity research report touting Tesla as a buy, just before the Tesla stock offering. It is possible that they decided that their involvement on this deal would be the kiss of death for it, but I am curious about (a) whether Goldman had any input into the choice of Evercore and Lazard as deal bankers, (b) whether Goldman had any role in the estimation of Solar City cash flows, with and without liquidity constraints, and (c) how the Goldman Sachs Equity Research forecast became the basis for the Tesla valuations. Suspicious minds want to know! As investors, the good news is that you have a choice of investment bankers but the bad news is that you are choosing between the lazy, the incompetent and the ethically challenged.

If there were any justice in the world, you would like to see retribution against these banks in the form of legal sanctions and loss of business, but I will not hold my breath waiting for that to happen. The courts have tended to give too much respect for precedence and expert witnesses, even when the precedent or expert testimony fails common sense tests and it is possible that these valuations, while abysmal, will pass the legally defensible test. As for loss of business, my experience in valuation is that rather than being punished for doing bad valuations, bankers are rewarded for their deal-making prowess. So, for the many companies that do bad deals and need an investment banking sign-off on that deal (in the form of a fairness opinion), you will have no trouble finding a banker who will accommodate you.

If this post comes across as a diatribe against investment banking, I am sorry and I am not part of the "Blame the Banks for all our problems" school. In fact, I have long argued that bankers are the lubricants of a market economy, working through kinks in the system and filling in capital market needs and defended banking against its most virulent critics. That said, the banking work done on deals like the this one vindicate everyone's worst perceptions of bankers as a hired guns who cannot shoot straight, more Keystone Kops than Wyatt Earps!

YouTube Video


Attachments
  1. Tesla Prospectus for Solar City Deal
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Thursday, September 1, 2016

The School Bell Rings! It's Time for Class!

As most teachers do, I mark time in academic rather than in calendar years and as September dawns, it is New Year's eve for me and a new class is set to begin. In just under a week, on September 7, 2016, I will walk into a classroom and face up to a roomful of students, not quite ready for summer to end, and start teaching, as I have every year since 1984. This semester, I will be back to teaching Valuation to MBAs at Stern, and as I have in semesters past, I invite you to join me on this journey, as we look at the mix of art, science and magic that makes valuation such a fascinating discipline.

Class Philosophy
I have always believe that to teach a class well, you have to start with a story and that the class is an extended serialization of the story. I also believe that to teach well, you have to, at least over time, make that story your own and mold the class to reflect it. In fact, the valuation class that I will be teaching this Fall has its seeds in the very first valuation class that I taught in 1986, but the differences reflect not only how much the world has changed since then, but also how my own thinking on valuation has evolved. The class remains a work in progress, where each time I teach it, I learn something new as well as recognize how much I have left to learn.

I could give you an extended essay on what this class is about, but I would repeating what I said at the start of the Fall 2015 semester in this post. In short, I said this class is not an extended accounting class (where you forecast entire financial statements for extended periods), or a modeling class (where you become an Excel Ninja) or a theory class (since there is so little of it in  valuation to begin with). Instead, here are the broad themes that underlie this class, all captured in the picture below:

If you find this picture a little daunting, I did do a Google talk that encapsulated these themes into about an hour-long session. 


In particular, this class is less about the tools and techniques of valuation and more about developing a foundation that you can use to build your own investment philosophy. I know that faith is a word that is seldom used and often viewed with suspicion by many in the valuation community, but it is at the heart of this class, both in terms of how you build up faith in your own capacity to value assets and businesses and how you hold on to that faith when the market price moves away from your value.  Since I still struggle on both of these fronts, I cannot give you a template for success but I will be open about my own insecurities both about my own valuations and about markets.

Class Structure
Since my objective in the class is that by the end of it, you should be able to attach a number to just about any asset, I will roam the spectrum. I will start with the basics of intrinsic value, partly because it is where I am most comfortable and partly because it provides me with ways of dealing with other approach. The mechanics of estimating discount rates, cash flows, growth and terminal value are not just simple, but easily mechanized. It is the specifics that we will wrestle with in this class:

  • On risk free rates, usually the least troublesome and more easily obtained input in valuation, we will talk about why risk free rates vary across currencies, what to do about currencies that have negative risk free rates and whether normalizing risk free rates (as many practitioners have taken to doing) is a good idea or a bad one.
  • On risk premiums and discount rates, we will wrestle with questions of what risks should and should not be incorporated into discount rates and the different methods of bringing them in. In the process, we will examine how best to estimate equity risk premiums and default spreads, and why even if you don't like betas or portfolio theory, you should should still be able to estimate discount rates and do intrinsic valuation.  
  • On cash flows, we will focus on why accounting inconsistencies (on dealing with R&D, leases and other items) can lead to misstated earnings and how to fix those inconsistencies, examine what should and should not be included in reinvestment (capital expenditures and working capital) and what to do about stock based compensation.
  • On growth, we will start with the easy cases (where historical earnings growth is a good predictor of future growth) but quickly move on to more difficult cases (of companies in transition) and to what some view as impossible cases (like estimating growth in a start-up)>
  • On terminal value, the big number in every DCF,  that can very quickly hijack otherwise well-done valuations, we will develop simple rules for keeping the number in check and put to sleep many myths surrounding it.
We will apply intrinsic valuation to value companies across the life cycle, in different sectors and across different markets. We will value small and large companies, private and public, developed and emerging and discuss how to value movie franchises (like Star Wars), phenomena (Pokemon Go) and sports teams. We will talk about why start ups can and should be valued in the face of daunting uncertainty and how probabilistic tools (simulations and decision trees) can help.

About half way through the class, we will turn our attention to pricing assets/businesses, where rather than build up to a value from a company's fundamentals, we price it, based on how the market is pricing similar companies. Put simply, we will shine a light on the practice of using pricing multiples (PE, EV/EBITDA, EV/Sales) and comparable companies not with the intent of improving how it is done. We will also talk about why, even when you are careful and take care of the details, your pricing of a company can be very different form its value.

In the last segment of the class, we will stretch our valuation muscles by talking about how option pricing models can sometime be used to estimate the additional value in a business, such as undeveloped reserves for a natural resource company or expansion potential for a young growth firm, and sometimes to value equity in deeply distressed companies. We will close by looking at acquisition valuation, where good sense seems to be in short supply, and how understanding value can be critical to corporate managers.

Want to sit in?
If you are intrigued or interested, you are welcome to sit in on the class (online and unofficially). While my immediate attention will be reserved for the Stern MBAs who will be registered in this class, you will have access to all of the resources that they do, starting with the lectures but also extending to lecture notes, quizzes/exams and even emails. The bad news is that I will be unable to grade your work or give you a certificate of completion. The good news is that the price is right. There are three ways in which you can join the class:

  1. My website: The most comprehensive and most updated center of all things related to this class at this link. You will find the webcasts, lecture notes, past exams, reading and even the emails I send on this class here.
  2. iTunes U: Just as I am not an Excel Ninja, my capacity to deal with html is primitive and my website's design reflects that lack of sophistication. If you prefer more polish, you can try the iTunes U app in the Apple app store. It is a free app that you can download and install on your Apple device. Once you have it installed, click on the add course and enter the enroll code FER-SFJ-AKA. Like magic, the class should pop up on your shelf. If you don't have an Apple device, you can get to the course on your computer using this link. If you have an Android device, you can use a workaround by downloading this app first. Like all things Apple, the set up is amazing and easy to work with.
  3. YouTube: The problem with the first two choices is that they presuppose that you don't have a broadband constraint, perhaps a phone internet connection or worse. My suggestion is that you use the YouTube playlist that I have created for this class at this link. The nice thing about YouTube is that it adjusts the image quality to your connection speed. So, it should work in almost any setting.
Since I have made this offer for almost 20 years now, predating the MOOC boom and bust, I can offer some suggestions. First, it is a lot of work to watch two 80-minute lectures a week, try your hand out at working through actual valuations and finish the class in fifteen weeks, if you have other things going on in your life (and who does not?). My suggestion is that you cut yourself some slack and take more time, since the materials will stay up for at least a year after the class ends. Second, watching a lecture online for almost an hour and a half can be painful and for those of you who find the pain unbearable, I do have an alternative. A couple of years ago, I created an online version of this class, shrinking each 80-minute session into 10-15 minute sessions and this class is also available on my website at this link, on iTunes U at this link and on YouTube. Third, whichever version of the class you take will stick more if you pick a company and value it and even more, if you keep doing it. 

The End Game
I would love to tell you that I live a life of serenity and that I am sharing for noble reasons, but that would not be true. I am sharing my class for the most selfish of all reasons. I am a performer (and every teacher is) and what performer does not wish for a bigger audience? If I am going to prepare and deliver a class, would I not rather have thirty thousand people watch the class than three hundred. If you get something of value from this class, and you feel the urge to repay me, I will make the same suggestion that I did last year. Learning is one of those rare resources that is never diminished by sharing. So, please pass it on to someone else! See you in class!

Links
  1. Entry Page for the Valuation Spring 2016 (on my website)
  2. Webpage for the Valuation Spring 2016 class webcasts (on my website)
  3. iTunes U for the Valuation Spring 2016 class (Enroll code on device: FER-SFJ-AKA)
  4. YouTube Playlist for the Valuation Spring 2016 class
  5. Webpage for Valuation Online class (short sessions)
  6. iTunes U for the Valuation Online class (short sessions)
  7. YouTube for the Valuation Online class (short sessions)
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