Introduction
I hope this will be the final installment in this series, but one never knows.
Back on the summer of 2018, I wrote a short piece questioning a sensational Forbes magazine article claiming that Kylie Jenner was worth $1B, based mainly on the results of her cosmetics company. The article accepted some of the figures used by Forbes, but made adjustments for two issues that were clearly wrong, namely operating profit margins and the overall forecast period.
This past November, when it was announced that Kylie was selling 51% of her firm to Coty Inc., I revisited the valuation in light of some of the public disclosures made following the announcement, and noted that some of the figures used by Forbes were now demonstrably inaccurate:
"These numbers are far different from those presented in the Forbes piece, so different in fact that the company described by Forbes bears little resemblance to the company that Coty has actually purchased."
Well, Forbes has apparently been investigating just what went wrong with their reporting, and according this recent piece the answer is simple: they were duped, plain and simple - about historical revenues, growth rates, even about how much of the business Kylie actually owned. The corporate tax returns they shown were about as real as "reality TV".
What to Make of All This?
I enjoy reading Forbes; I find the pieces entertaining and usually informative, and their reporters are very skilled at digging up information.
But if you are placing much weight on the figures that Forbes provides for private businesses (whether it is for individuals' net worth or income or sports team valuations), the Kylie story should be a salutary reminder of the difference between a proper valuation report and a magazine article.
A proper valuation is based on a projection of the future cash flows of a business. While this projection is often informed by historic results, there are many assumptions that go into how one models the profits going forward that can have dramatic effects on the final number. These can include:
- How much will revenue grow?
- How long the growth will last before it stabilizes?
- How long will the entire business last (in some cases)?
- What will profit margins continue to be as the business grows?
- How much capital will need to be reinvested to sustain this growth?
- How will the business be capitalized (debt vs equity)?
A proper valuation report will set out these assumptions; more detailed ones will go to a fair bit of effort to support these assumptions in light of historical company data, industry level data and broad economic data.
I'm not saying Forbes doesn't do these things; maybe they do. But they certainly don't disclose their detailed assumptions, and this makes it very difficult to put much stock in their valuations.
So the next time someone tells you that a private business is worth $x, ask them some of the above questions and see what they say.
Showing posts with label Valuation. Show all posts
Showing posts with label Valuation. Show all posts
Monday, 1 June 2020
Thursday, 29 November 2018
Canada's Fall Economic Update and Its Impact on Valuations
A couple of days ago, the federal government of Canada came
out with its Fall Economic Update. One aspect of the update that impacts
businesses (and business valuations) is the changes to the Capital Cost
Allowance (“CCA”) system by which
businesses get to write-off their capital assets for tax purposes. This brief
article discusses some aspects of this change.
CCA and the Half-Year Rule
For non-manufacturing equipment, we used to have the “half-year rule”, whereby a purchaser of a new asset only got to apply half of the normal CCA rate in the first year; for example, if you bought an asset for $100,000 and the normal CCA rate is 20%, you’d only get to write off 10% (or $10,000) in the first year for tax purposes.
CCA and the Half-Year Rule
For non-manufacturing equipment, we used to have the “half-year rule”, whereby a purchaser of a new asset only got to apply half of the normal CCA rate in the first year; for example, if you bought an asset for $100,000 and the normal CCA rate is 20%, you’d only get to write off 10% (or $10,000) in the first year for tax purposes.
The half-year rule has now been replaced with a new first
year rule which allows purchasers to apply 1.5 times the normal CCA rate in the
first year; to continue the example from the previous paragraph, the CCA in
year 1 would now by $30,000.
For valuators, this means that the tax shield formula on new
capital expenditures will change from:
UCC x Tax Rate x CCA
Rate / (Discount Rate + CCA Rate) x (1- (Discount Rate / (2 x (1 + Discount
Rate))))
to
UCC x Tax Rate x CCA
Rate / (Discount Rate + CCA Rate) x (1+ (Discount Rate / (2 x (1 + Discount
Rate))))
Does this matter?
So, will this change impact a) actual capital expenditures
and b) valuations in Canada going forward? The short answer is: in many cases, "not really".
The amount of CCA that businesses can take over the life of
the asset in question does not change based on the new rules; all that is
affected is the timing of CCA. By accelerating the CCA in the first year of the
asset’s life, businesses will get to reduce their taxes in the first year, but
their taxes will be slightly higher in subsequent years. The value of this
timing difference depends on the discount rate one uses.
A common practice in valuations is to use a firm’s pre-tax cost
of debt as the discount rate to calculate the present value of CCA. The reason
for this is that the odds that a firm will have at least some taxable income
against which to apply the CCA are fairly good, certainly less risky than the
overall returns to equity holder as a whole.
Using a discount rate of 8%, I calculate that the impact of the new tax changes to the cost of asset purchases will be less than 1%, regardless of the CCA asset class.
This is not to say that these changes will not spur a sudden rash of equipment purchases – they may have some psychological effect. But the actual savings, at least in most cases I can envision, are pretty marginal.
Using a discount rate of 8%, I calculate that the impact of the new tax changes to the cost of asset purchases will be less than 1%, regardless of the CCA asset class.
This is not to say that these changes will not spur a sudden rash of equipment purchases – they may have some psychological effect. But the actual savings, at least in most cases I can envision, are pretty marginal.
Wednesday, 24 October 2018
Happy Belated Bobby Bonilla Day! Some Valuation-Related Thoughts on MLB Contracts
With the World Series upon us, I thought I’d do a post
or two on valuation and investment principles involved in baseball player contracts. In this post I'll talk about fixed income valuation and interest rates, through the vehicle of the infamous Bobby Bonilla contract.
Bobby Bonilla was a fine player for the Pittsburgh Pirates in the early 1990s, and he and fellow "Killer B", Barry Bonds (who was a lot skinnier back then) went to three straight National League Divisional Series, losing all three.
Bonilla eventually arrived with the New York Mets (after stops in Baltimore, Florida, and the Mets themselves (in a previous go-round)), and by the year 2000 his skills were in severe decline. The Mets owed Bonilla $5.9M on the last year of his contract. Instead of paying Bonilla the $5.9M that year, however, the Mets and Bonilla agreed to a series of payments whereby the Mets would pay Bonilla $1.193M per year every year for a 25-year period, beginning on July 1, 2011 and ending in the year 2035, when Bonilla is 72 years old. The nominal value of the total payments will be just shy of $30M.
Bobby Bonilla was a fine player for the Pittsburgh Pirates in the early 1990s, and he and fellow "Killer B", Barry Bonds (who was a lot skinnier back then) went to three straight National League Divisional Series, losing all three.
Bonilla eventually arrived with the New York Mets (after stops in Baltimore, Florida, and the Mets themselves (in a previous go-round)), and by the year 2000 his skills were in severe decline. The Mets owed Bonilla $5.9M on the last year of his contract. Instead of paying Bonilla the $5.9M that year, however, the Mets and Bonilla agreed to a series of payments whereby the Mets would pay Bonilla $1.193M per year every year for a 25-year period, beginning on July 1, 2011 and ending in the year 2035, when Bonilla is 72 years old. The nominal value of the total payments will be just shy of $30M.
July 1 is now sadly observed by Mets fans every year as “Bobby
Bonilla Day”. The sadness is due to three main reasons:
- It seems ridiculous that the team is still paying a former player, now in his early 50s, over $1M a year.
- Bonilla was somewhat of a disappointment even while he played for the Mets. While he made a couple of All Star teams in his first stint with the team, by 1999 he was producing a negative WAR value.
- It is commonly known that then-Mets owner Fred Wilpon was a major investor of disgraced Ponzi-schemer Bernie Madoff, and it is believed that the outsized “returns” Madoff was generating led to what was, objectively speaking, a foolish financial decision.
I’m not here to dispute the first two points, but I do want
to talk a little about the financial principles of the third point.
Discounting and Interest Rates in the Year 2000
Discounting and Interest Rates in the Year 2000
It is often pointed out that the interest rate, or discount rate, on the
Bonilla deal is 8%. This is true, as I show
in the table below. Thus, from the Mets’ perspective if they could invest
the $5.9M at a rate of 8% per year for the next 35 years, they would earn
exactly enough money to pay off the annual payments to Bonilla, leaving them
with no balance owing at the end of the 35 years.
Is it crazy for the Mets to have made that assumption? It would appear that the answer may be “no”. While it may be hard to remember based on the current low-yield environment, the US T-bond rate back in 2000 was in the range of 6.5% to 7% in the first part of 2000, while the 30-year “High Quality Market Corporate Bond Rate” at the time was around 8%. While that is a pre-tax rate, it nonetheless appears true that the Mets could have taken their money and invested it in a fairly safe investment and been none the worse for wear. So the deferral seems to make some sense from the Mets' point of view.
Another way to look at the deal is from Bonilla’s perspective. Effectively, Bonilla was agreeing to lend the Mets $5.9M for a long period of time, eventually getting paid back at an annual interest rate of 8%. Given the overall steadiness of Major League Baseball – no teams have folded for over 100 years - this would be similar to lending money to a high quality corporation. The one difference is that for Bonilla, there has been a significant tax advantage to a) spreading more of his earnings across lower tax brackets, and b) being taxed now as a resident of Florida (which has no state taxes) rather than New York (which does). So at the time, this was a win-win deal.
Is it crazy for the Mets to have made that assumption? It would appear that the answer may be “no”. While it may be hard to remember based on the current low-yield environment, the US T-bond rate back in 2000 was in the range of 6.5% to 7% in the first part of 2000, while the 30-year “High Quality Market Corporate Bond Rate” at the time was around 8%. While that is a pre-tax rate, it nonetheless appears true that the Mets could have taken their money and invested it in a fairly safe investment and been none the worse for wear. So the deferral seems to make some sense from the Mets' point of view.
Another way to look at the deal is from Bonilla’s perspective. Effectively, Bonilla was agreeing to lend the Mets $5.9M for a long period of time, eventually getting paid back at an annual interest rate of 8%. Given the overall steadiness of Major League Baseball – no teams have folded for over 100 years - this would be similar to lending money to a high quality corporation. The one difference is that for Bonilla, there has been a significant tax advantage to a) spreading more of his earnings across lower tax brackets, and b) being taxed now as a resident of Florida (which has no state taxes) rather than New York (which does). So at the time, this was a win-win deal.
Interest Rates in 2018
There is a belief that bonds (lower case, the financial instruments, not the allegedly HGH-infused home run king) are a safe investment. After all, unlike the stock market they provide a fixed, knowable series of payments over time.
This is, in many ways, a mistake. While it is true that the payments on a bond are prescribed, the value of those payments will vary based on changes in rates of return on other investments. Bonds will fluctuate very significantly in value based on changes in nominal interest rates. Thus, if a ten-year bond with face value of $1,000 is issued with a coupon of 5% and the market interest rate at the time is 5%, the bond will sell for $1,000. If interest rates drop the next day to 3%, the same bond (paying a 5% coupon) will become much more valuable, and investors will be willing to pay almost $1,200 for the same bond.
If you think of Bobby Bonilla's contract as a bond with a coupon of 8%, it is clear that the cost of honouring that bond has gone up, with long-term interest rates in the 4% range now. Because the Mets did not (it would appear) secure the future Bonilla payments by matching them to a long-term fixed income investment back in 2000, the value of their liability has not been declining by nearly as much as it should have over time. The present value of the Mets' remaining payments to Bonilla is currently several million dollars higher than it should have been had interest rates remained high.
Conclusion
Trying to predict interest rates is a bit of a mug's game., and in any event the financial landscape in Major League Baseball has shifted so dramatically in the past 18 years that the money remaining on the Bonilla deal is really small change at this point, remarkable more for its strangeness and symbolism than its monetary significance.
Bobby Bonilla has done well with his contract (assuming he did not sell or assign it!), but if interest rates had risen he would have been singing a different tune. The real advantage to this sort of a long term deal exemplified by Bonilla's is a) the tax savings, and b) the enforced savings and the knowledge that he will have over $1M coming to him for the next 17 years.
Conclusion
Trying to predict interest rates is a bit of a mug's game., and in any event the financial landscape in Major League Baseball has shifted so dramatically in the past 18 years that the money remaining on the Bonilla deal is really small change at this point, remarkable more for its strangeness and symbolism than its monetary significance.
Bobby Bonilla has done well with his contract (assuming he did not sell or assign it!), but if interest rates had risen he would have been singing a different tune. The real advantage to this sort of a long term deal exemplified by Bonilla's is a) the tax savings, and b) the enforced savings and the knowledge that he will have over $1M coming to him for the next 17 years.
Wednesday, 22 August 2018
Buying Shares in an NFL Player? Business Valuation Principles Still Apply
In my last post, I argued that an investor in Kylie Jenner’s cosmetics company was essentially investing in Ms. Jenner’s personal brand, and
that the earnings stream for that brand was of a finite life.
The post got me thinking: is it actually possible to invest
in the future earnings of a specific, individual celebrity? Has anyone ever done that,
and if so, how did it go?
The short answer is “yes” and “not very well”. For the longer answer, keep reading.
FantexIn 2012, a company called Fantex Inc. was incorporated. Fantex’s business was to invest in minority stakes (typically 10% ) of the future earnings (from both on-field performance and endorsements) of professional athletes. It would raise money from the public in exchange for athlete-specific classes of common shares, and would pay the athletes a lump sum in exchange for the right to a share of their future earnings. Shareholders would receive dividends based on the pro-rata performance of their athletes.
The following table shows a list of some of Fantex’s early investments in National Football League players.
How have these investments done? Well, it depends.
The
investment in Mohammed Sanu has turned out nicely. Sanu, who earned fairly
little on his rookie contract with the Cincinnati Bengals, signed a big
contract with Atlanta in 2016 (following his deal with Fantex), earning a base salary of $6M per year the past few years. His
tracking stock has already paid out $1.41M in dividends to shareholders (close to the initial
$1.63M raised), and he stands poised to earn over $6M per year over the next
three years with the Falcons, although none of the money is guaranteed.
On the other hand, if you invested in the E.J. Manuel stock
issue – well, let’s just say that your investment worked out about as well as
every Buffalo Bills quarterback since the Doug Flutie era. The E.J. Manuel
tracking stock has issued total dividends of only $0.41M, a mere fraction of
the $5.2M that was raised to acquire a 10% stake in Manuel’s future earnings.
Valuing Fantex's contracts is really no different that valuing shares in a company: it is a function of three factors: the size, duration and risk of the future projected cash flows of the investment.
What sorts of assumptions does Fantex apply in its valuations? Here are some of the key ones for NFL players, based on Fantex’s 2015 10-K annual report:
Based
on the above, Mr. Sanu will need to remain healthy and avoid being cut by the
Falcons the next couple of seasons in order for his investors to break even.
Conclusion
I'll have more to say about the idea behind Fantex , which more recently has expanded into other sports such as golf and baseball. But given that Fantex is no longer publicly traded, would-be NFL investors may need to suffice with the less expensive option of fantasy football.
Overall, it appears that Fantex’s investments have underperformed; the company
had a deficit of $14M as at September
30, 2016, the last published financial statement date before the company
was delisted.
Fantex’s public filings make for interesting reading, and they talk about each of these valuation inputs. As
part of its financial reporting, Fantex would need to re-value its contracts
with its roster of athletes each year, adjusting its assessments of fair market value based on its estimates of future performance
in light of how the athlete fared in the previous year; the deficit of $14M is largely a function of the write-down in value of underperforming contracts.
What sorts of assumptions does Fantex apply in its valuations? Here are some of the key ones for NFL players, based on Fantex’s 2015 10-K annual report:
- Discount rate of 4.5% to 20%, with a weighted average of 14.6%.
- Career length (I assume this means from the beginning of the player’s career: 5 to 16 years, with a weighted average of 9.7 years.
- Size of contract: $0.4M to $81.4M, with a weighted average of $23.9M.
My initial sense is that these assumptions seem fairly
optimistic, given the average length on an NFL career is only 2.6 years, and
has been decreasing
recently, although of course once a player becomes more established the
expected career length will tend to increase.
Let’s return to the Mohammed Sanu tracking stock. Before, I had
presented my analysis without applying a discount rate. What if we apply a 15%
discount rate to reflect the risk of the investment in Sanu (who was still a young player when Fantex invested) versus investing in
a public company stock? You can see that whereas investors paid $1.4M for Sanu’s
stock, the present value of dividends thus far has been only $927,000:
Thursday, 9 August 2018
Is Kylie Jenner Really a Billionaire, Or Even Close?
A few weeks ago, Forbes
created a social media storm when it proclaimed that Kylie Jenner was poised to
become the world’s youngest self-made billionaire. Many thumbs were worn out
debating the appropriateness of the term “self-made”, and apparently a GoFundMe
page was set up to try to get Kylie over the hump into official billionairedom,
although mercifully this was only a gag.
As someone who is only
peripherally aware of who Ms.Jenner is, I am perhaps not the best person to
comment on all this. But as a business valuator, I do feel I should comment
on the basic premise of Forbes' assessment that Ms. Jenner is worth anything
close to $1B. So here it goes.Inputs for Determining Value
In order to value a company or asset, we need four main inputs:
-
Current level of cash flows
- Expected growth rate
- Expected capital reinvestment rate
- Discount rate
- Total sales in 2017 were $330M. Revenue growth that year was only 7%
- Production and fulfillment are outsourced to third parties, and overhead is minimal. Forbes estimates the cost of sales at 55%.
- Her mother takes a 10% cut (of profits? Or sales? The article is unclear) as a management fee.
Revenue growth last year was 7%, which seems very low for a
business that started less than 3 years ago. I’m going to assume that growth
will simply equal inflation going forward.
Capital reinvestment seems, in this instance, to be zero,
given the image-based nature of the business. You would figure that at a
certain point her manufacturer would pass along any such costs to her, but
let’s ignore them for now.
For a discount rate, I estimate a rate of 10%, based on an
estimated cost of equity consisting of:
-
Risk free rate of 2%
- Cost of equity of 5%
- Firm-specific risk 3%
The Problems
But there are two problems with this analysis.
First, most businesses are valued based on the assumption
that they are going to operate into perpetuity.
Thus, L’Oreal has been around since 1909, while Estee Lauder has been in
existence since 1946. Of course, when taken literally this is generally not a valid
assumption; nothing is "forever". But it is normally valid to assume that a business will be around
for the next 20 years. Any projected cash flows after that timespan have a
fairly low present value, so the assumption of a perpetuity makes sense.
Will Ms. Jenner’s personal brand persist for the next 20
years? It is difficult to say, given the vagaries of celebrity culture. To give
some context, here are the highest earning celebrities from 1998: http://www.wemakethefunny.com/?p=2116
If we assume that Ms. Jenner’s remaining shelf life is 5
years, the present value of her cash flows falls to $347M; even a 10-year
forecast gives a valuation of $585M.There are obviously a lot of assumptions in the above table, and in many ways that is precisely the point.
The more basic problem with Forbes’ analysis, however, is simply the question of what exactly one would be buying if one purchased Ms. Jenner’s company. It owns no physical assets, it doesn’t really have much of a labour force, and it does not seem to own much IP. Its ability to generate cash flows is tied solely to Ms. Jenner’s personal fan base. In theory, Ms. Jenner could sign some sort of contract to guarantee continual promotion of the company, which might tie her compensation to the continued success of her brands. But that is a far cry from being able to liquidate her company, right now, for $1B.
Wednesday, 4 July 2018
Valuing a Franchise System
Valuing a franchise system, or “franchisor”, is in many ways
very similar to the valuation of any other type of business; it is a function
of the forecasted levels of cash flows that the business will generate, and the
risk associated with those cash flows. Yet there are some particular factors
that make valuing franchisors very tricky. This brief article touches on some
of them.
Franchisors – Who are they?
The first point we need to clarify is what we mean when we speak of “franchisors”. Broadly speaking, a franchisor is a business that earns its income by granting the privilege to one or more franchisees to do business and offers some form of ongoing assistance and oversight in return for ongoing monetary consideration.
Franchisors operate in a variety of industries. The largest industry sector is in the food services; these businesses made up around 40% of the membership in the Canadian Franchise Association in 2017.[1] Tim Hortons’, McDonalds, Swiss Chalet – you get the picture. But there are many other types of franchisors in the retail and service industries. Most hotel chains are franchised, as are most automobile dealerships and the guys who promise to remove junk from your house at all hours of the day. These different industries obviously have different valuation characteristics.
There are also different types of business structures for franchisors. Thus:
What this means is that it is very important to understand the business of the franchisor you are valuing. It may hold several different sources of value: a stream of royalties, one or more actual operating businesses, and real estate. In order to gain a true grasp of the value of the business, you need to disaggregate and understand the different sources of value.
Valuation Approaches
There are three main approaches to valuing a business or asset: the income approach, market approach and asset approach. Of these, only the first two have any real relevance to valuing franchisors.[2] Stated very briefly:
Income Approach
The three main drivers of value under the income approach are a) the current level of cash flows, b) projected growth and associated reinvestment, and c) risk. Let’s take a look at each one.
Cash Flows
For “pure play” franchisors, this issue can be relatively simple. Operating margins for franchisors are generally high; there is also typically fairly little in the way of capital expenditures. Furthermore, franchisors as a whole tend to carry fairly little debt relative to their equity values (unless they have made acquisitions). They also tend to carry fairly low working capital balances. All of this means that in general, after-tax net income can serve as a reasonable proxy for cash flows.
For franchisors who also earn revenue from other sources (e.g. sale of inventory, operation of corporate stores), the analysis can become more complicated, and it will be necessary to consider things like capital expenditures to upgrade stores, changes in minimum wage legislation and commodity prices, and all of the other complicating factors that go into valuations of businesses in other industries.
Growth
For franchisors, growth can come from two main sources: a) growth in the number of franchisees and b) growth in income per franchisee. In addition, growth can also come from acquisitions.
Growth in the number of franchisees can lead to multiple sources of revenue growth. In additional to new royalty streams, franchisors also typically charge an initial franchise fee that is payable upfront; this can often be substantial and can be a significant source of revenue. Some franchisors also serve as suppliers to their franchisees and earn income from markups on the supplies they sell. Franchisors can also assist their new franchisees manage the build-out of their locations, charging a management fee.
In many businesses, growth is accompanied by significant cash outflows as companies are required to carry additional inventory, carry more accounts receivable and build larger facilities. Franchisors do not have to deal with these issues to nearly the same degree.
That said, franchisors face other issues when it comes to growth. There is a cost associated with finding new franchisees in new territories, and for that reason many franchisors outsource that function to master franchisees. The master franchisee will assist the franchisor in developing franchisees in a given territory, but only in exchange for a significant cut of the new franchisees’ franchise fees and royalties.
Moreover, growth within a territory can result in friction with existing franchisees. The addition of a new location within proximity to a franchisee can lead to great overall system sales (and thus more royalties and other payments to the franchisor); but this comes at a cost to the existing franchisee, who in some sense becomes a competitor to the newcomer and will likely see a reduction in income. If the reduction is too great, the existing franchisee may go out of business.
Risk
Established franchisors are relatively immune from macro-level trends. To understand why this is the case, consider the difference between a franchisor and a franchisee of a restaurant chain. Assume that each of a chain’s 100 franchisees earns an average of $500,000 in revenue per year, that the costs of sales equals 30% of sales, the royalty is 5%, and fixed costs (labour, rent, utilities) equals 55% of sales, giving it a profit margin of 10%, or $50,000 per year. The franchisor makes $25,000 in royalties (5% of $500,000) per franchisee, and $2.5M overall from the 100 franchisees.
If the market shifts and the franchisees sales decline by 15%, the franchisor’s profit from the restaurant will also drop by around 21%;[3] however, the franchisees’ profits will drop by almost 98%.
The fact that a franchisor’s profits are less subject to
large swings based on small changes in revenue is an advantage and lowers the
riskiness of an investment in a franchisor.
On the other hand, there are also risk factors that are significantly higher for franchisors than for other businesses. Many of these are legal in nature. Franchisors can be susceptible to class actions of various types, although the success rate for these so far in Canada has been poor.[4] Franchisors are also subject to a rigorous disclosure regime in many Canadian provinces; the failure to provide a proper Franchise Disclosure Document (“FDD”) can be severe, with franchisees potentially eligible to rescind their agreements and recover all of their costs and losses within the first two years of signing the franchise agreement. In my experience dealing with quantifying such claims, the average bill to a franchisor is somewhere in the $300,000 to $500,000 range, plus legal costs.
Market Approach
As we discussed above, franchise systems derive their value from many different sources. That can make the market approach difficult to apply; it is difficult to speak of a standard valuation multiple based on revenue in the franchising industry. Thus:
In summary, the market approach is a difficult approach to apply for franchisors.
Conclusion
Franchisors – Who are they?
The first point we need to clarify is what we mean when we speak of “franchisors”. Broadly speaking, a franchisor is a business that earns its income by granting the privilege to one or more franchisees to do business and offers some form of ongoing assistance and oversight in return for ongoing monetary consideration.
Franchisors operate in a variety of industries. The largest industry sector is in the food services; these businesses made up around 40% of the membership in the Canadian Franchise Association in 2017.[1] Tim Hortons’, McDonalds, Swiss Chalet – you get the picture. But there are many other types of franchisors in the retail and service industries. Most hotel chains are franchised, as are most automobile dealerships and the guys who promise to remove junk from your house at all hours of the day. These different industries obviously have different valuation characteristics.
There are also different types of business structures for franchisors. Thus:
- Some franchisors are what one might call “pure plays” (i.e. their income derives almost solely from the sale of franchises and the receipt of royalties). On example of this type of franchisor is Dine Brands Global Inc., the franchisor for the “Applebee’s” and “IHOP”.
- Other franchisors have structured their publicly traded shares as “royalty income funds”, which receive a portion of the royalties from the franchisees, while many of the expenses of operating the system are incurred in a separate company. Examples include Keg Royalties Income Fund and Boston Pizza Royalties Income Fund.
- Still other franchisor companies are hybrids,
with a significant chunk of their revenue (though not necessarily their profit)
coming from corporate-owned stores or from the sale of inventory to franchisees.
What this means is that it is very important to understand the business of the franchisor you are valuing. It may hold several different sources of value: a stream of royalties, one or more actual operating businesses, and real estate. In order to gain a true grasp of the value of the business, you need to disaggregate and understand the different sources of value.
Valuation Approaches
There are three main approaches to valuing a business or asset: the income approach, market approach and asset approach. Of these, only the first two have any real relevance to valuing franchisors.[2] Stated very briefly:
- Under the income approach, the business valuator quantifies the present value of future cash flows associated with share ownership. The calculated future cash flows are discounted at a rate of return appropriate for the risks associated with those cash flows.
- Under the market approach, the business valuator
determines the fair market value of the company based on comparable public
companies and/or transactions involving comparable companies.
Income Approach
The three main drivers of value under the income approach are a) the current level of cash flows, b) projected growth and associated reinvestment, and c) risk. Let’s take a look at each one.
Cash Flows
For “pure play” franchisors, this issue can be relatively simple. Operating margins for franchisors are generally high; there is also typically fairly little in the way of capital expenditures. Furthermore, franchisors as a whole tend to carry fairly little debt relative to their equity values (unless they have made acquisitions). They also tend to carry fairly low working capital balances. All of this means that in general, after-tax net income can serve as a reasonable proxy for cash flows.
For franchisors who also earn revenue from other sources (e.g. sale of inventory, operation of corporate stores), the analysis can become more complicated, and it will be necessary to consider things like capital expenditures to upgrade stores, changes in minimum wage legislation and commodity prices, and all of the other complicating factors that go into valuations of businesses in other industries.
Growth
For franchisors, growth can come from two main sources: a) growth in the number of franchisees and b) growth in income per franchisee. In addition, growth can also come from acquisitions.
Growth in the number of franchisees can lead to multiple sources of revenue growth. In additional to new royalty streams, franchisors also typically charge an initial franchise fee that is payable upfront; this can often be substantial and can be a significant source of revenue. Some franchisors also serve as suppliers to their franchisees and earn income from markups on the supplies they sell. Franchisors can also assist their new franchisees manage the build-out of their locations, charging a management fee.
In many businesses, growth is accompanied by significant cash outflows as companies are required to carry additional inventory, carry more accounts receivable and build larger facilities. Franchisors do not have to deal with these issues to nearly the same degree.
That said, franchisors face other issues when it comes to growth. There is a cost associated with finding new franchisees in new territories, and for that reason many franchisors outsource that function to master franchisees. The master franchisee will assist the franchisor in developing franchisees in a given territory, but only in exchange for a significant cut of the new franchisees’ franchise fees and royalties.
Moreover, growth within a territory can result in friction with existing franchisees. The addition of a new location within proximity to a franchisee can lead to great overall system sales (and thus more royalties and other payments to the franchisor); but this comes at a cost to the existing franchisee, who in some sense becomes a competitor to the newcomer and will likely see a reduction in income. If the reduction is too great, the existing franchisee may go out of business.
Risk
Established franchisors are relatively immune from macro-level trends. To understand why this is the case, consider the difference between a franchisor and a franchisee of a restaurant chain. Assume that each of a chain’s 100 franchisees earns an average of $500,000 in revenue per year, that the costs of sales equals 30% of sales, the royalty is 5%, and fixed costs (labour, rent, utilities) equals 55% of sales, giving it a profit margin of 10%, or $50,000 per year. The franchisor makes $25,000 in royalties (5% of $500,000) per franchisee, and $2.5M overall from the 100 franchisees.
If the market shifts and the franchisees sales decline by 15%, the franchisor’s profit from the restaurant will also drop by around 21%;[3] however, the franchisees’ profits will drop by almost 98%.
On the other hand, there are also risk factors that are significantly higher for franchisors than for other businesses. Many of these are legal in nature. Franchisors can be susceptible to class actions of various types, although the success rate for these so far in Canada has been poor.[4] Franchisors are also subject to a rigorous disclosure regime in many Canadian provinces; the failure to provide a proper Franchise Disclosure Document (“FDD”) can be severe, with franchisees potentially eligible to rescind their agreements and recover all of their costs and losses within the first two years of signing the franchise agreement. In my experience dealing with quantifying such claims, the average bill to a franchisor is somewhere in the $300,000 to $500,000 range, plus legal costs.
Market Approach
As we discussed above, franchise systems derive their value from many different sources. That can make the market approach difficult to apply; it is difficult to speak of a standard valuation multiple based on revenue in the franchising industry. Thus:
-
While royalty income funds (e.g. Boston Pizza
Royalties Income Fund, Keg Royalties Income Fund) have tended to trade at
multiples of over 10 times revenue, other hybrid franchisor public companies
(e.g. Imvescor Restaurant Group Inc.) have traded at around five times revenue.
Multiples of revenue are therefore
generally not a good approach to use.
-
As described above, franchisors who derive most
of their revenue from franchising (as opposed to corporate stores) generally
are less subject to volatile changes in their profits. Royalty income funds are
even less volatile, since their costs are minimal.
-
Differences in growth rates can also affect
multipliers; firms that are expected to grow rapidly will attract higher
multipliers.
In summary, the market approach is a difficult approach to apply for franchisors.
Conclusion
Conceptually, valuing a franchise system is in many ways no different than valuing any other business: it requires an understanding of the industry and the business, and the assessment of cash flows and risk. Executing on these concepts can pose a challenge.
[2]
The asset approach is generally one that is more applicable to companies whose
main value derives from their individual asset holdings (e.g. real estate
holding companies).
[3] I
have assumed a level of fixed costs for the franchisor similar to Dine Equity,
a “pure play” franchisor.
[4]
Several notable examples include:
-
Fairview Donut Inc. v. The TDL Group Corp., 2012
ONSC 1252 (brought by Tim Horton’s franchisees over the introduction of a
breakfast menu). Certification denied.
-
1250264 Ontario Inc. v. Pet Valu Canada Inc.,
2016 ONCA 24 (brought by Pet Valu franchisees over the alleged failure of the
franchisor to share volume rebates with franchisees). Certification denied.
-
2038724
Ontario Ltd. v. Quizno’s Canada Restaurant Corporation, 2014 ONSC 5812 (brought
by Quizno’s franchisees over allegations of price fixing). Certification
granted, but later settled for a small amount.
Thursday, 28 June 2018
How much is my business worth?
As a Chartered Business Valuator (CBV), almost every
business owner I meet wants to know the answer to this question: “How much is
my business worth?”
There can be many reasons for asking this question: they may
be planning to sell the business; they may be in litigation with another
shareholder; they may be considering tax planning strategies; they may be
getting expropriated by a government authority as part of a construction
project; or they may be getting divorced.
Inevitably, my response to the question of “how much is my
business worth” is to turn around and ask the business owner some questions of
my own. These include:
1.
How much does the business earn?
o
This is a deceptively simple question.
Unfortunately, it is not enough to look at last year’s financial statement;
what I am interested in is the true economic profit of the business. This means
adjusting the reported revenues and expenses to reflect how the results would
look if the business were run by someone else. Thus:
§
Did the owner(s) receive a fair market salary
for their services? If your business reported $50,000 in profits last year, but
you, your husband and your children all worked there full-time without drawing
a salary, how profitable was it really?
§
Were there any personal or discretionary
expenses reported as business expenses? Common examples are meals and
entertainment and automobile expenses. Such costs are often not necessary for
the operation of the business and should be added back in estimating economic profit.
§
Is all revenue reported? Some businesses may
appear relatively unprofitable, but may still have significant value once
historically unreported sales are considered.
§
Are there other non-arm’s length transactions?
For example, if the business operated out of a building you own and paid
below-market rent, the rent expense will need to be adjusted to market rates.
2.
Are there plans to grow? And what will those
involve?
o
Two businesses that earned identical profits
last year may attract wildly different valuations depending on their potential
growth prospects, so it is important to understand whether significant growth
is expected. But growth comes at a cost: there are often significant upfront
capital and operating costs that must be incurred in order to achieve growth,
and these must be considered.
3.
Does the business have any assets it can sell
off without any impact to its results?
o
Revenues and expenses are only one part of a
business valuation. We always look at the balance sheet to see whether there
are assets that can be spun off without impacting operations; if so, then the
value of these assets is added to the overall valuation.
So how much is your business worth? Give some thought
to these questions – and then call me (416-366-4968 ext 138).
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