Sunday, November 16, 2014

Valuation Basics : What does a discount rate truly entail & Why most of us get it wrong ?

I vaguely remember my MBA international trip to Vietnam in 2009 where we visited a number of local companies including Intel whose general manager for Vietnam was an US expat with finance background. Having just finished my MBA finance course, I was curious as to how Intel evaluated its projects. I asked him this question during our Q&A session. The answer took me completely by surprise ... Every project at Intel apparently had to exceed a threshold IRR of 15% for it to receive appoval. This is not what I was taught as part of my MBA course. Discount rate was not supposed to be a steady constant, but is rather derived using weighted average cost of capital. It is a reflection of the systemic risk (not idiosyncratic risk) of  the project that one cannot diversify.



Also, we were told never to use a company wide discount rate as every project is unique and tends to have a systemic risk profile of its own. What I found out  later is that Intel's methodology through wrong is not an exception , but rather the norm. Most of the companies if not all in corporate America have a standard hurdle rate in place that needs to be met before capital investments are approved. While this makes valuation and decision making process easy, it certainly can lead to painfully wrong decisions.

Unfortunately, very few people in corporate world understand the true significance  of discount rate and how it  should be derived and what it should reflect. There are a number of people who argue that one should use a higher discount rate for riskier projects. This is a wrong way of encapsulating project specific risk. Discount rate was not meant to capture the overall risk posed by a project; just rather the systemic risk or the risk imposed by macro-economic and political changes . In other words, it is a reflection of how sensitive your future cash flow projections are to factors such as a recession, political turmoil etc. The higher the sensitivity , the higher the discount rate. For example, the cash flows of a consumer utilities company is insensitive to macro economic and/or political changes as the demand for power should stay more or less the same . So the discount rate should be low. The same cannot be said for a hotel or a high end restaurant whose customers and revenue tend to increase with an increase in discretionary income. Also risk free rate and market risk premium are never constant. So having a static discount rate across time not only ignores project specific differences, but also changing market conditions.

Finally, systemic risk as pointed out above should never be confused with idiosyncratic or project specific risk. The best way to capture project specific risk is not by tweaking discount rates, but rather by accommodating for them in future cash flow projections. One approach is to come up with multiple scenarios for projecting cash flows : say best case, worst case and  most likely case. These cash flows can then be discounted using the same discount rate so that decision makers have a clear perspective of possible outcomes leading to a focus on the risks and potential mitigation activities . Read the following McKinsey article for more details on how to avoid a risk premium that unnecessarily kills your project.

Saturday, March 15, 2014

2014's First Technology IPO - Should you buy Varonis ?


Varonis (VRNS) is this years very first technology IPO that almost doubled on its first day of trading ( a  86% jump over its listing price to be exact). It is a software vendor that helps companies organize and manage their unstructured and partially-structured data, a fast growing space and one that I have been following for a while. See the following Forbes article for an overview of what they do and an interview with their CEO, Yakov Faitelson.

 Its been almost 3 weeks since the IPO debut and its shares are currently trading at $42, or ~90% over the listing price . I wanted to check if this is a stock worth investing in especially given all the buzz around big data , governance and security. I am an avid follower of Dr.Damodharan's blog and used a slightly modified version of his valuation template for this exercise. You are welcome to download the valuation model and use your own assumptions.

Based on the information shared in its S1 filing, Varonis is a NY based firm founded in 2004 with ~ 573 employees worldwide , 80% of which are based in US and Israel. It has been growing more than 30% year over year historically and has  significantly increased its customer base over the past 5 years ( from 550 in 2009 to more than 2400 in 2013). It however relies heavily on an indirect sales model leveraging  resellers and distributors for generating sales;  It is interesting to note that this is not the typical Go To Market approach of software vendors catering to  enterprise customers, though it has its own advantages. 




As is true with a number of software and technology vendors, Varonis relies heavily on US and Europe - 56% of its revenue is derived from US while 35% is attributed to EMEA (Europe, Middle East and Africa); the remaining 9% comes from rest of the world. Also worth noting is that its maintenance and services revenue which tends to be more profitable is growing slightly faster than its license revenue. Their management expects this to continue which in essence would contribute to better operational margins or EBIT.

 Given Varonis's historical performance and customer adoption, I assumed that it would continue growing its revenues at ~ 30% annually   for the next 5 years and then gradually decline to a growth rate of 2.65% ( risk free rate) by year 10. Its pre-tax operating margin is assumed to gradually increase to a steady rate  of  28% by year 10 ( Well established vendors such as Oracle have pre-tax operating margin's of over 35% , but that might be a stretch for varonis given its reliance on channel sales).

Discounted Cash Flow Analysis  - Varonis
 I assumed an effective tax rate of 20% for the next five years gradually increasing to a marginal rate of 35% by year 10. This might be a bit conservative given the low effective tax rates realized by technology firms in recent past, but that probably won't last very long with countries trying to close the loopholes and shore up their tax revenues.

The model capitalizes  R&D and operational lease expenses while excluding the cost of employee options from the final valuation. With all the above assumptions and a few more , the fair value of Varonis come to $26.67 or 21% over the listing price. However the current share price of $42 is $13 or 57% over its fair purchase value.




 So while I think this is a good company in a good space, its current valuation is more than I am willing to afford. This is not to suggest that its share price would drop any time soon. Valuation and price are 2 completely different conundrums and one doesn't necessarily dictate the other especially in the short term. But if the price were to drop below $25, I think this is worth taking a look at.

Some interesting things to keep in mind.  only ~ 20% of the stock is currently listed on the market and existing investors won't be able to participate till the lock up period expires on 8/27/2014 ( another 5+ months). So the demand in the short term might overwhelm the supply sustaining the high price point. Also, there won't be any options traded till a few more days which helps keep bears in check. For a list of all relevant facts , visit the following link on NASDAQ's website.

Sunday, March 9, 2014

M&A Monthly Synopsis - March 2014


Facebook's acquisition of WhatsApp, the biggest technology acquisition in over a decade transpired last month continuing the momentum of M&A deals this year. Its fascinating to note that a company that had been around for 2 years with 55 employees could command $16 B in valuation not counting the $3B in retention pay.

Overall February had seen a lot of deals, including Alibaba's acquisition of chinese firm , AutoNavi ($1.58B) and Oracle's Bluekai acquisition (~ $400 M)

Below  is a summary of technology deals announced in March 2014 ..

Date AnnouncedAcquirerTargetValuationTarget OverviewCountryLinks
3/3/2014ShutterstockWebDAMN/AWEbDAM is a a provider of web-based digital asset management softwareUnited StatesMarketWatch TheNextWeb
3/3/2014IntelBasis Science$100 MBasis makes wristwatch health trackers and has ~ 7% market share in the spaceUnited StatesCNet
3/5/2014Rocket SoftwareTrubiquityN/ATrubiquity provides solutions for Managed File Transfer (MFT) and business process integration across enterprisesUnited StatesOfficial Announcement
3/5/2014FlipboardZite$60 MZite is a magazine style reading app similar to Flipboard that CNN acquired in 2011United StatesTheVerge
3/6/2014ComcastFreewheel$360 MFreeWheel offers one of the  largest platforms for TV networks and video distributors to serve ads alongside their content onlineUnited StatesAdExchanger
3/7/2014SpotifyEchoNest$100 MEchoNest offers music personalization and discovery solutions for music streaming providers including SpotifyUnited StatesTechCrunch

Wednesday, March 5, 2014

Declining returns at Apple - Is it time to sell ?

       In my previous post, I looked at Google's performance and its declining returns as an example to illustrate that growth doesn't necessarily translate into returns. I wanted to see how Apple has been performing off late and whether it is undervalued as a number of activist investors have been suggesting recently (David Einhorn on CNBC, Carl Icahn on Motley Fool etc.). Here are Apple's return on  invested capital and pre-tax marginal return on investment for the past 13 years. As you probably know, return on invested capital measures the returns of a company on its overall investment while marginal pre-tax ROC is an indicator of how well the company is performing on its incremental investment.

Apple's Return on Investment *

*Note : Marginal pre-Tax ROC is irrelevant when when incremental invested capital is negative and is hence set to 0%  for those scenarios
Capital Invested = Book Value of Equity + Book Value of Debt - Cash & Equivalents ( Marketable securities are not included as Cash )
       As is apparent from above  numbers, Apple's returns have nose dived in 2013 - It is the first time since 2005 that Apple has reported a decline in operating income resulting in a negative Marginal pre-tax return on capital. It is also the first time since 2005 that Apple's return on invested capital fell under 40%.  I am not sure if these are short blips or the beginning of a trend, but it certainly is not a promising sign.

Marginal Pre-Tax ROC & ROIC (2005-13)

       It is interesting to note that Apple had negative or negligible returns from 2001 through 2003 the period when it launched some of  its initial trendsetters ( iTunes, iPod,  Mac OS X etc.). So you can argue that a lower or negative return is a not a definitive indicator of future performance. But it is safe to suggest that Apple had suffered a break to its momentum since Tim Cook took the helm and if the status-quo continues, the decline can only become worse. So if you are an Apple Shareholder, you should be worried.

Friday, February 28, 2014

Does growth always translate into good returns ?

With multi-billion dollar valuations of recent technology deals, there is a renewed focus and interest in understanding whether these valuations are justified.  Growth and user adoption have  become the 2 prominent  metrics for rationalizing investments off late. It is true that these are important data points  and need to be factored in in valuing firms. But growth and size alone do not  translate into value and it is critical that we remember this nuance. Even big companies often mistake growth for returns resulting in sub par performance.

Prof. Damodharan  from NYU makes an excellent argument on this in his blogpost  where he argues that there is no glory in growth for the sake of growth and that less than 50% of companies post returns in excess of their cost of capital. He uses Google as an example to demonstrate declining marginal pre-tax return on capital. His analysis only covers through 2010. I extended this through 2013 to understand the type of investments ( organic and inorganic ) that Google has been making off late and how efficient it has been in managing its investments.

Google_ROC_Analysis1 Google_ROC_Analysis2

Not surprisingly, the return on capital continued to decline and so are the marginal returns on pre-tax operating income. Some might argue, that the type of investments that Google is making will materialize 3 to 5 years down the line. I am not sure if that argument holds good as it is clear from the above analysis that returns have been consistently declining ever since Google went public .More importantly their marginal returns on pre-tax operating income have been particularly bad for the past 2 years. It is clear that Google’s recent investments haven’t been as lucrative as they were a few years back. Though some of this might be a natural progression of becoming a mature company, it might also be a result of sub-optimal investments and operational inefficiencies. As you are probably aware, some of Google’s recent acquisitions (e.g. Motorola ) haven’t performed to expectations and might have contributed to the declining returns.

It is worth pointing out that despite declining returns, Google still commands a very respectable return on investment of > 17% that is well above its cost of capital. Also, given its market dominance and resource talent, there is no question that Google is a great company and would continue to outperform the market. The interesting point to note here is that Google despite being a stellar company cannot sustain the quality of its returns over time, and that its growth is not as profitable as it used to be. If so, how can we assume that a startup with negligible revenue and high user adoption  can translate its growth into value. This is not the first time where growth has been rewarded despite the underlying risks in monetizing that metric. Not long ago, internet companies were valued based on metrics such as unique visitors and eyeballs. We all know the end of that story : a number of companies went bust when investors started demanding revenues and profits.

I remember reading a comment on one of the blog posts which clearly summarizes my thoughts : “Growth for the sake of growth is cancer”.

Saturday, February 22, 2014

Are acquisitions a vehicle for capitalizing R&D ?

 

Jim Chanos, a well known hedge fund manager has accused technology companies of using acquisitions to maintain revenues while capitalizing R&D. He shorted HP citing  this exact reason (see video clip) in July 2012 and in another CNBC interview aired his concerns of inorganic growth and why he is a great fan of companies investing on organic initiatives as opposed to buying growth.

While I greatly admire and respect Chanos, I can’t disagree more of his position and his underlying logic. For one, capitalizing R&D is not a bad thing as long as you are consistent .We all know that the benefits of R&D are typically realized in the long run ( stretching over a  5 year span if not more). Under accrual accounting, the logic dictates that any expense should be incurred in the same period when its associated benefit (or revenue) is realized. So why is that we expense R&D as opposed to amortizing it  like we do for other long  term investments. The reason we don’t capitalize R&D (though it makes perfect sense to) is because of the conservative nature of our accounting rules and because it is hard to speculate the duration over which R&D benefits are realized. 

So the approach we have been using all long for reporting (expensing R&D as opposed to capitalizing it) is inherently wrong. However this gets balanced out in the long run as long as the company is consistent in its R&D spend and is not making drastic changes from year to year – so it not a big concern. The same can be said of acquisitions. Though an acquisition would result in capitalized R&D and hence helps out firms who haven’t spent on R&D  in the past, it doesn’t reduce your future expenses - companies typically do not let go of acquired technical talent ( which in my experience is the prized asset they are going after). On the contrary, companies usually end up investing more R&D after an acquisition to integrate and realize synergies. So you are essentially not reducing your future R&D expense and the fact that you capitalized  past expenses doesn’t really matter as long as the company has been consistent with its acquisitions, .

So for  technology giants like Oracle, IBM or  Cisco which have been consistently acquiring companies and are hence capitalizing part of their R&D all along, I see no material impact – The acquisitions should not change their financial metrics one way or the other as argued by Chanos.

In my humble opinion, financial restructuring is the last thing in mind when companies go after acquisitions especially in the technology industry where time to market is key and you can’t afford to be late and out of contention. Further more, acquisitions consume resources to integrate and inflate expenses in the short run and do not turn accretive till one or 2 years at the very least. So it is unfair to suggest that  companies like IBM  are some how misleading shareholders and that acquisitions are inherently bad. One needs both organic and inorganic investments to be relevant these days and as long as the firm is consistent in its approach and execution, you shouldn’t be concerned.

HP (HPQ) is now trading at ~ $30 almost 50% more than what it was trading in July 2012, when Jim Chanos shorted it. I am not suggesting that this validates my analysis, as stock price can change for a number of reasons. But if HP can recover despite a number of challenges including its bungled acquisition of Autonomy (for which it grossly overpaid ), so can any other company and arguing that all technology acquisitions are financial window dressing is flat out incorrect.

Wednesday, February 12, 2014

M&A Monthly Synopsis - Feb 2014


January had been a good month for M&A with Lenovo and Google making multi-billion dollar announcements.

Continuing on, here is a summary of technology deals in Feb 2014 ..

Feb 2014 Deal Quadrant*




* Log Scale; Best estimates used when values not available





Date AnnouncedAcquirerTargetValuationTarget OverviewCountryLinks
2/3/2014MonetisePozitron$100 MPozitron delivers  mobile banking, payments and commerce solutions to businesses in its home market(Turkey),  the Middle East and internationally TurkeyOfficial Annoucement
Yahoo Finance
2/3/2014McGraw-HillEngrade$50 MEngrade offers a cloud based open digital platform for K-12 education that unifies data, curriculum and every day tools to drive student achievement United StatesTechCrunch
2/4/2014Renova GroupOcto Telematics$547 MTelematics offers insurance telematics services (“smart insurance”) and is a developer of a range of specialist applications for insurance and transport companies to optimize fleet managementItalyOfficial Announcement
2/5/2014Materialisee-prototypyN/AE-Prototypy, a polish based company  is a provider of rapid prototypes and 3D printing servicesPoland3D Printing Industry
2/5/2014AmazonDouble Helix GamesN/ADouble Helix is a game studio and is the developer of Killer Instinct, a well known game offered on XBoxUnited StatesGameSpot
2/6/2014OpenTableNess$17 MNess is a provider of mobile personalized restaurant recommendations,United StatesOfficial Announcement
2/6/2014LinkedInBright.com$120MBright.com allows users and job seekers to search for jobs that match their interests. Bright uses a magical combination of data science and machine learning algorithms to offer better matches.United StatesTechCrunch
2/6/2014McGraw-HillArea9ApsN/AArea9 develops adaptive learning technologies that helps facilitate a better way of delivering training and education.DenmarkOfficial Announcement
2/6/2014First American FinancialInterthinkx$155 MInterthinkx is a provider of loan quality analytics, decision support tools and loan review services for the mortgage industry.United StatesMarket Watch
2/7/2014MakeMyTripEasyToBook$5 MEasy To Book is an Amsterdam-based hotel booking portalNetherlandsTechCrunch
2/10/2014 Alibaba Group AutoNavi $1.58 B AutoNavi is a publicly held chinese digital mapping and navigation firm China Reuters
2/11/2014 Yahoo Wander > $10M Wander is a NY based app startup that lets users create a series of photographs in a package called a “Day,” which can be shared the next day. United States TechCrunch
2/12/2014 Galcon CyberRain N/A  CyberRain is a leading manufacturer of weather-based smart irrigation systems for residential and commercial landscaping applications. United States  PRWeb
2/13/2014 Bit9 Carbon Black N/A Carbon Black offers solutions for endpoint threat detection and response United States VentureBeat
2/17/2014 Google SlickLogin N/A SlickLogin uses smartphones and high-frequency sounds for identity verification on Web sites. United States  eWeek

cNet
2/18/2014 Click Software Xora ~$15M Xora provides cloud-based software solution for  mobile workforce management United States WSJ

Frost & Sullivan
2/19/2014 Synopsis Coverity
$350M
Coverity is a provider of software quality, testing, and security software that help developers reduce associated risks in the  code. United States Official Announcement
SecurityWeek 
2/19/2014 Facebook WhatsApp $16B Popular messaging app with over 450 million users worldwide United States TechCrunch TheVerge
2/19/2014 True Position Skyhook Wireless N/A Skyhook Wireless develops Wi-Fi positioning systems to provide location results in urban areas United States  TechCrunch
xConomy
2/21/2014 Apple Burstly N/A Burstly is the owner of an in-app ad management platform called SkyRocket and the parent company of popular mobile app testing platform TestFlight United States  TechCrunch
TheNextWeb 
2/21/2014 Google Spider.io N/A Spider.io develops fraud detection technology designed to discover malicious code and scams that are embedded within links and media United Kingdom  zdNet
pcWorld 
2/21/2014 Rovi Veveo $62M Viveo is a video discovery startup that uses natural language processing and semantic technologies for intuitive video search and recommendations United States  zdNet
pcWorld 
2/23/2014 Good Technology BoxTone N/A BoxTone's   mobile management platform addresses customer requirements for Mobile Device Management (MDM), Mobile App Management (MAM), and Mobile Service Management (MSM) United States  Official Announcement
ZDNet
2/24/2014 Oracle BlueKai ~$400M BlueKai offers a cloud service that allows marketeers to understand who people are as they surf the web. That lets them find the right people to send their ads and offers to. United States MarketWatch
BusinessInsider
2/24/2014 IBM Cloudant N/A Cloudant is a a privately held database-as-a-service (DBaaS) provider that enables developers to easily and quickly create next generation mobile and web apps. United States  Official Announcement
2/24/2014 CloudFlare StopTheHacker N/A StopTheHacker offers SaaS solutions for web malware, security and reputation protection. United States TechCrunch
2/24/2014 Monster Worldwide Inc. TalentBin
Gozaik
N/A TalentBin & Gozaik are two startups offering tools for recruiting on social networks United States MarketWatch
2/26/2014 Workday Identified N/A Identified is a a developer of HR analytics software that provides insights into job candidates and recruiting activity. United States Forbes
TechCrunch
2/26/2014 Square BookFresh N/A BookFresh’s software helps local sellers create self-service appointment booking experience that connects them with customers. United States BusinessInsider
ZDNet