Ship of Theseus as a Metaphor for Replacement Cost

Looking at the Parthenon being restored, it reminds me of another Greek concept: the ship of Theseus. It is essentially an identity dilemma: If you take care of something, but are forced to replace parts due to decay over time, is that object still the same? This is something I’m sure archeologists wrestle with when they rebuild replica parts to restore murals or structures for which the original parts are long gone. Even if they use the same material, artistry and methods, the original has lost something ineffable.

This concept has been extended several times with several unique spins, my favourite being Plato’s carriage, where Socrates and Plato exchange parts on their carriages until finally “Socrates’” carriage is made entirely of Plato’s original carriage and vice versa. At what point did the identity of the carriage change?

In a vain attempt to bring all my philosophizing back into the MBA realm of finance, it’s sort of interesting when you think about it in the context of the idea in accounting principle of replacement cost or M&A. While accounting will capture the physical quantities contained within a company’s finances, there also exists value beyond the sum of its parts in the same way you would expect an M&A transaction’s synergies to broaden the qualities of the combined entities: that seemingly ineffable quality.

Managing Corporate Turnarounds

This week, I’m taking a block week course (one week intensive following the 10 week standard course period) at LBS: Managing Corporate Turnarounds. So far this course has actually been really interesting, with us looking at business cases for salvaging distressed companies and learning about the mechanics and considerations of struggling businesses.

Unlike my undergraduate strategy course, which I nicknamed “doom and gloom” because the distressed companies in our cases never seemed to recover, this course talks about different cases that were successfully turned around using a variety of different techniques to improve operational efficiencies and use financial tools like LBOs to capture the upside.

We’ve also had great guest speakers come talk about their specific experiences and their perspective on different aspects of turning companies around (shedding assets for cash, improving operations, recovering debt, how to identify target companies etc.) One of our requirements in class is to summarize some key learnings from the class, and in a similar fashion to the Latin America study tour which had a similar component, I plan on using this blog to jot a few notes for me to recall later as I compile my thoughts:

Monday

In turning a company around, it is important to understand where control lies. Since equity is flirting with bankruptcy, it may lose control to the debt holders. Some debt investors may be holding “grenades”, the intent to liquidate their holdings ASAP when a trigger event happens (broken covenants, default etc), and may not be interested in salvaging the company, even if there is potential to recover equity value because they just want to unwind their positions.

Companies need to have good strategies when it comes to M&A, otherwise they can fall victim of a vicious cycle: accretive acquisitions increase EPS (albeit in an inorganic manner) and can give false impressions of growth, which could potentially boost the P/E multiple. A higher P/E multiple gives the company expensive equity which it can use as a better transaction currency for buying other companies (low P/E) and still be accretive. This is a vicious cycle if the M&A is not well integrated with substantial delivery of synergies and/or overpays for targets. This typically occurs in new industries where there are a limited number of potential buyers (targets with low P/Es as there is no other mechanism for exit) and the industry is consolidating into larger players (large strategic buyers displace financial buyers niche shopping).

Another version of the problem above is when companies which are asset-light use M&A as a backdoor for raising leverage. Services companies cannot raise leverage in a traditional manner because they have neither hard assets nor collateral to borrow against, so they can acquire companies which have higher leverage ratios to boost their own ratios. Also, this type of reckless acquisition can divert focus from the core business. In turning around companies which have fallen along this path, one of the immediate remedies is to spin off non-core assets for cash.

Tuesday

When you are on the buyside for any company (not just distressed companies for turnaround), it is important to have multiple targets in the pipe, not just for the more obvious negotiation leverage points, but to prevent yourself from getting too much deal heat over one deal and to avoid negotiating against yourself and your emotions.

Negotiating a transaction involves much more than a “price”. There are terms of payment, the structure of the compensation, workouts, milestones, terms and conditions. A price which is seemingly too high can be restructured to be paid out overtime so that the undiscounted amount remains the same, but the risk and cash outflows can be spread over a longer period with the appropriate covenants and milestones.

FEI Competition

Apparently, our final round presentation for the Financial Executives International Case Competition is now available online. Unfortunately, I can't embed it into the blog, but I can include the link below:

http://www.feicanada.org/cfo-tv.php?vid=22&page=2

Enjoy!

Bridge to Value

One graph I've seen which I thought was clever was a breakdown of change in EV. This brings together many other details I've learned about M&A, LBO's and transactions in general.

Previously, I mentioned a framework for PE deal success, but it is easy to cut into more detail if necessary and really define and put a mathematical value to "synergies".

For example: After a transaction, we've increased sales by 21%. How does that affect EV? Well on one hand, you've immediately realized a 21% increase in revenue. After you account for associated costs with that increase in revenue (ie. You've sold more widgets, but it still costs you money to make those widgets), what do your future growth prospects look like as a result of this new growth (ie. Should you trade at a higher multiple? Have you gone from "boring" to "exciting"? Or is it just general market conditions?)

Previously, you had:

Market Cap = $100
Shares outstanding = 100
Price per share = $1

Debt = $100 (@ 5%)
Excess Cash = 0

EV = $200

Revenue - $100
COGS - $40
GPM = $60

Op Ex - $20
EBITDA = $40

DA - $10
EBIT = $30

Interest = $5

Tax = 40%

NOPAT = $18
NI = $15

Therefore:

EPS = 15 cents

P/E = ($1/$0.15) = 6.67x

EV/EBITDA = ($200/$40) = 5.00x

Let's tell a story: The 21% increase comes from opening a new line of products. You are selling 10% more products by introducing a new product line and this new product line actually increases your revenue per unit (across the board) by 10% (110% x 110% = 121%). All margins are the same.

What should we do? Bring everything down to the EBITDA level:

Now:
Revenue - $121
COGS - $44 (10% more products at same costs)

GPM = $77

Op Ex - $22

EBITDA = $55

DA - $10
EBIT = $47

Interest = $5

Tax = 40%

NOPAT = $28.20
NI = $25.20

EPS = 25.20c

(Magic happens - Which we will explain shortly)

New Price per share = $1.80

Market Cap = $1.80 x 100 shares = $180
Debt = $100
EV = $280

P/E = ($1.80) / ($0.2520) = 7.14x
EV/EBITDA = ($280 / $55) = 5.09x

Analysis:
So a lot is going on. The price of the equity and the enterprise has changed, but how can we do a cross section such that we know exactly where all the value is being driven from?

How much of this value is because of leverage (hint, we didn't change amount of leverage)?
How much of this value is simply because we are operationally better?
How much of this value is because we have a "brighter future" (better growth prospects)?

Step 1: Value from leverage arbitrage:
No change = 0

Step 2: Value from "synergies":
Total EBITDA level changes: $40 to $55 or $15
At a multiple of 5.00x (previous multiple), value increased is $75

Step 3: Value from "Brighter future"
Brighter future (higher multiple) due to either market conditions or expected future growth:
$55 at 5.00x versus at 5.09x = $55 x (5.09 - 5.00x) = $5

Total value created: $75 + $5 = $80 (note total increase in value of EV / Market Cap)

Next step, look closer at Step 2:
Change of $40 to $55 is created by:
$21 in Revenue (Price +10%, Volume +10%)
$4 in COGS (Volume + 10%)
$2 in Opex (Volume +10%)

For a $21 increase in revenue, keeping margins constant we would have expected an increase of:
$8.4 in COGS (40% of revenue) and $4.2 in Opex (20% of revenue). COGS is lower by $4.4 and Opex is lower by $2.2 versus what is expected.

Note we mentioned we can sell products for 10% more across the board.
This created value for existing product base (at EBITDA level) of
$110 - $40 - $20 or $50 versus $40 creating $10 of additional EBITDA level value (makes sense, increase topline growth by 10% without changing expenses / sales volumes results in increase of EBITDA by 10% of revenue)

Also, selling an additional 10% at old price we would expect:
$10 (additional sales) - COGS ($4) - Opex ($2) or $4

But selling new products at new price: Gain $1 (similar to math shown above)

Total change in EBITDA: $10 + $4 + $1 = $15
At 5.00x
$55 or ($10 + $1) x 5.00x of EV is generated from selling at a higher price
$20 ($4 x 5.00x) of EV is generated from selling new products (higher volume)

Above is what the bridge would look like if a PE firm had 60% ownership and management had 40%.

Note, this framework is iterative and can be applied across multiple product lines to help do a break out and sum of the parts analysis for companies to see where value is hidden in undervalued divisions.

Also note that as an interesting aside, if you were actually to build out a proper DCF model of this (using some basic business assumptions holding margins constant etc.), your short term growth rate would have to be adjusted upwards in order to come to the same intrinsic valuation that would justify the higher multiple.

DCF

With summer recruiting coming up for first years in the next few months and with many of our second year finance courses requiring us to do some form of valuation (Corp Fin, Financial Management, Mergers and Acquisitions, Business Analysis and Valuation etc.), I thought it might be useful to post an "academic" quality discounted cash flow model as a reference.

There are some basic comments in the cells which explain some of the assumptions.

Discounted Cash Flow Model

Discounted Cash Flow Guide

For a more advanced version of forecasting (including working capital schedule and depreciation schedule), check out my Chapters LBO model.

Mergers and Acquisitions – Final Project Surprise

Wednesday morning was the presentation date for our final project in M&A. The Wednesday morning class was given the acquirer of Bombardier and told to pitch an appropriate target for the deal. My team had worked very hard to put together a robust deck for our pitch.

While we were told that there would be two “industry judges” coming to judge our presentations, I was quite pleasantly surprised to see two senior Scotia Capital bankers whom I worked with over the summer (one from M&A and one who covered industrials).

It was fantastic to see them again and our class certainly benefited from their comments. Having worked with these two senior bankers at Scotia, I appreciated their comments and learned a great deal from the high caliber of their questions and the responses of my classmates.

Multi-Factor Models – Applying the Lessons Learned from the Numbers

In Finance 1 last year, we were introduced to the idea of multi-factor models (MFM) originally explained by Fama and French as an alternative to the traditional Capital Asset Pricing Model (CAPM) for assessing systematic risk. Additional factors include small versus big (SML) and value versus growth (HML).

In our Business Analysis and Valuation class, we discussed a merger case in which a large company acquired a smaller company. We talked about what would be the best way to approximate beta. The method I used (which was the best method I could conceive, I’d be happy to hear criticism or suggestions otherwise) was to weight the betas by market cap and take an average.

However, there was some discussion about the fact that one entity was much smaller than the other. While we were having a conversation of what that would actually mean, I would suggest a mathematical method for expressing the quantitative effect of size, using FF’s MFM.

1. 1. Express both company’s re as a three factor MFM
   Re1 – RFR = beta1 (Rm – RFR) + betas1 (SMB) + betav1 (HML)
   Re2 – RFR = beta2 (Rm – RFR) + betas2 (SMB) + betav2 (HML)
2. Take the larger company’s size beta and apply it to the smaller entity
   betasnew = betas2
3. Recalculate re for both entities
   Re1new – RFR = beta1 (Rm – RFR) + betasnew (SMB) + betav1 (HML)
   Re2new – RFR = beta2 (Rm – RFR) + betasnew (SMB) + betav2 (HML)
4. Take a weighted average (by market cap) as the expected return of the combined entity

By taking the larger company’s size beta for both, what you are saying is that you expect the smaller company to have the size “characteristics” of the larger entity. I might even be more appropriate to add the size factors (Would that be appropriate? As the MFM is a linear regression, is it appropriate to add these factors?) and use that for new return on equity for each entity as it relates to the combined entity.

betasnew = betas1 + betas2

While there are some significant assumptions which are required for this to work, it is the best solution I can conjure based on information given. I would really appreciate any additional ideas for creating a more robust model.

Abnormal Earnings Method – Not Entirely Useless

When we were introduced to the Abnormal Earnings method in Business Analysis and Valuation, I was decomposing the math formula which constructs the value of the equity. As far as I was concerned, it didn’t really tell us anything we didn’t already know through a equity based discounted cash flow (FCFE discounted at re).

However, there was an interesting scenario in which this method actually told us something unique. First the formula:

Market Value = Book Value + (NI1 – re*BV)/re + (NI2 – re*BV)/re^2 + …

Nix is Net Income in year x

BV is book value

While in theory, this formula should return a similar value to an equity based DCF, one unique value is that the valuation is relative to book value, rather than strictly looking at only cash flows. Essentially, what it is saying is, the company is worth it’s book value, PLUS it’s “abnormal earnings” where abnormal earnings are the earnings you get in excess of what you would expect (re).

So in looking at a company that is trading below book value, I used to think that it meant that the market did not believe in the company’s management to perform (the company was burning cash). But it doesn’t just have to be that the company is on a “crash” course. It could also just be that the company is not performing as “expected” that is to say there net income is not necessarily negative, but simply less than what is expected.

Write-Up of Intangible Assets

In M&A, acquiring a company requires you to pay a control premium above the current market price to capture a majority of the shares outstanding needed to own the company. Usually, a company’s equity trades at values above book value (the idea that the sum is greater than the parts) and that there is value creation.

So in an acquisition scenario, there are a few considerations. Firstly, the market price is above the book value. Secondly, the purchase price is above the market value. The cumulative amount by which the purchase price is above the book value is referred to as “excess”. This excess is usually allocated in two ways: Good will and Write-up of Intangible Assets.

Purchase Price > Market Price > Book Value

Purchase Price = Book Value + Excess

Excess = Goodwill + Write-up of Intangible Assets

Intangible assets would normally be amortized, but in this scenario they do not provide a tax shield. This makes sense because if you could amortize them you would essentially be double counting your DA expense (or depending on what type of asset it is, such as Intellectual Property, your R&D expense). Also, if you could count this as an expense, this would provide a tax shield against your acquisition premium and promote higher premiums.

Another consideration is the effect on asset based leverage ratios depending on where you allocated the write-ups in value. One note was that in companies which depend heavily on leverage (and where asset based ratios can significantly affect ratings and therefore borrowing rates), there is a tendency to try to write up assets rather than allocate the excess to goodwill (also for “optics” reasons).

Aside: Any buyer that is offering an acquisition price below the current market price should seriously reconsider their position. Although we've seen this unique situation with the recent Potash deal, there are some obvious problems with offering a purchase price below the market price.

Financial Executives International – 5th Best in Class Competition

On Saturday, a Rotman team composed of myself, Shree, Fei and Matt Literovich competed in the Financial Executives International 5th annual Best in Class Competition. The case company was HudBay Minerals. Unfortunately, we placed second, behind Alberta School of Business.

The competition was intense, as many of the teams worked late into the night on Friday to put together our decks and get a few rehearsals in before scrambling to get a few hours of shut eye. The next morning, our names were drawn for presentation order and we found ourselves in the seventh spot.

Matt Literovich was phenomenal understanding potential legal issues related to mining and commanded the attention of the room when he spoke of precedent case law.

Fei gave a detailed account of all the organizational issues we could expect as HudBay Minerals grew and followed our acquisition strategy.

And Shree’s knowledge of mining and dissection of potential target companies gave us an exceptionally high level of credibility.

All three were exceptionally strong in both the presentation and the question and answer period and this short description does not do justice to the quality of our presentation.

While we were very disappointed that we didn’t take the top spot, the event itself was challenging and very entertaining. Judges from the competition included top executives from HudBay Minerals, USGold, OTPP, Mercator, a justice and many other top professionals. Definitely a great experience, I would recommend any MBA student to attend this competition.

Unlevered Beta

A quick recap:
Beta of a company is determined by a statistical regression of returns of a given security against returns of the market.

As a result, "beta" usually refers to a company's equity beta or observable beta. Using CAPM, we can calculate the expected cost of equity (ke) using:

ke = RFR + beta * ERP

Where ERP is Equity Risk Premium

So what is unlevered beta and why is it important?

Well, recall from CAPM that you can change a company's capital structure in order to add leverage to increase beta and thereby increase expected return of equity (with a company's cost of equity being the investors return on equity).

Unlevered beta tells you how much a company's industry is expected to return, regardless of the leverage employed by looking at the systematic risk of an industry regardless of the financing decisions. Theoretically, the unlevered beta should be constant across companies in an industry.

Why is this important? Here is one example. You are trying to determine the cost of equity (so you can determine WACC for DCF) of a new company in an industry. However, because it is a new company, there is no previous history in terms of what they can be expected to return relative to the market. So it is impossible to calculate its equity beta. So what can you do?

You can look at a variety of other companies in the space, unlever all their betas to get asset betas and average them (as they should be theoretically the same, but will most likely differ slightly) and then relever it to the new company’s capital structure to approximate its expected equity beta. Armed with its equity beta, you can calculate its cost of equity using CAPM.

While this is how it would work in theory, there are some major problems with this model, the most obvious being:

• How do you do “comps”? How do you define “a variety of companies in the space”, especially if few or none of the companies are exactly the same?
• CAPM has its own issues which make it a less than perfect model
• As a new company, they will probably not behave in the same manner as more mature companies in the space.

Here is an example:

There are four companies with different betas and leverage levels. By unlevering all the equity betas, you can have various approximations for what the asset beta should be. An average of all four gives you a decent approximation for the beta of the industry.


Now assume we have a new company in this space that will have a D/E of 50% at the same tax rate. We can use the leverage formula to calculate what the beta equity should be:

Equity Beta = Asset Beta * (1+(1-Tax)*D/E)

In this case, the equity beta would be approximately 1.3, which makes sense as it has a leverage between B and C and therefore should have an equity beta in between.

Enterprise Value - House Analogy with Excess Cash

Another common question that comes up is related to enterprise value, particularly as it relates to excess cash. Recall that enterprise value is the value of the entire company and should be capital structure neutral.

EV = Equity + Debt - Excess Cash
or
EV = DCF Value + Excess Cash

The initial reaction is: "Wait, how can that be?" How is it that in one formula excess cash detracts from EV whereas in the other it increases? Does that make sense? In explaining, I find that a house analogy is helpful for understanding how to calculate EV.

Scenario 1:
Imagine Steve ownes a house worth $100k. Over the years, Steve has paid down his mortgage to $50k. Therefore, Steve's house's capital structure is $50k debt and $50k equity.

Dave is interested in buying Steve's house. For simplicity, let's say the house hasn't appreciated in value and is still worth $100k. Dave doesn't care what Steve's mortgage is, how much he's paid down etc. After all, that is Steve's capital structure. Dave is a new home buyer and is starting with a $20k downpayment and $80k mortgage.

The main point is that it doesn't matter who is buying the house (over simplified assumption), the house is worth $100k. It is an attempt to understand an unbiased (unlevered) way of looking at value of the company.

Scenario 2:

Let's assume a few changes:

• The $100k price of the house includes $10k in cash which is sitting on the floor of a room
• The house is being rented out as an investment property for $4k per year forever and the appropriate discount rate is 5%

Using the following formula:

EV = Equity + Debt - Cash = $100k - $10k = $90k

Does this make sense? Dave buys the house with $80k of debt, $20k of equity for a total price of $100k. However, immediately upon buying the house, Dave takes the $10k sitting on the floor and pays down his mortgage. Effectively, Dave has only paid $90k for the house.

Using the alternate formula (using a perpetuity formula for DCF):

EV = DCF Value + Excess Cash = $4,000 / 5% + $10k = $80k + $10k = $90k

That is to say, forgetting the cash, the house is worth $80k only from the income it generates. However, because the cash sitting on the floor is not integral to operating the house, it can be taken out of the house without affecting the income stream.

While it isn't an entire conicidence that the end numbers are the same (I've deliberately selected convenient numbers), it should hopefully demonstrate how excess cash in one formula decreases EV whereas in another in increases EV.

Free Cash Flow to Firm and Net Change in [OPERATING] Working Capital

A few of my classmates have been asking me a very common question so I thought I would post the answer. Particularly because I think it is a fantastic question and is something I’ve wrestled with for sometime.

In Corporate Finance, Financial Management and Mergers & Acquisitions, one of the most important metrics of a company’s performance is it’s free cash flow. Or more specifically, it’s free cash flow to firm (aka. Unlevered free cash flow). This is the cash flow metric that is used to value the entire enterprise. It’s defined as:

FCFF = EBIT (1 – tax) + DA – NWC – Capex

Where:
EBIT is Earnings Before Interest and Tax (otherwise known as operating income)
DA is Depreciation and Amortization (which is actually a place holder for all non-cash expenses, but DA is the largest and most common one)
NWC – Change in net working capital (*NOTE* This is the tricky part that people are asking about)
Capex – Capital Expenditures

So while this formula is not new to most, what I want to focus on is NWC. If you have read my post on the difference between OPERATING working capital and working capital will know what I’m getting at.

First, before we even get to that, I want to emphasize a lesson taught in Anita McGahan’s first year strategy course relating to Dupont analysis (one of my favourite frameworks). Dupont analysis looks at Return on Equity and Anita made a fantastic point about how to look at the formula:

ROE = NI / Equity

ROE = (NI / A) * (A / E)

ROE = ROA * FLA

Where:
ROA is return on assets (Operational Strategy)
FLA is financial leverage (Financial Strategy)

In a discounted cash flow, a company’s value is calculated as it’s enterprise cash flows discounted at the appropriate enterprise cost of capital (it’s weighted average cost of capital).

In other words: In the summation formula, the numerator is operating (FCFF) and the denominator is financial (WACC).

This is another good way to think about the difference between OPERATING working capital (OWC) and working capital (WC) as I explained previously.

While the commonly accepted formula for FCFF is as explained above, anyone who has done a proper financial model is quick to learn that it isn’t change in net working capital which is important, but rather change in OPERATING net working capital (excluding financing items such as cash and short term debt).

FCFF = EBIT (1 – tax) + DA – NOWC - Capex

But the next logical question is what is the difference between something like short term debt (a quantifiable liability) and accounts payable (also a quantifiable liability which is equally a debt of sorts – a debt to a supplier). The answer? Interest.

The reason why something would be considered OPERATING working capital (or particularly an operating current liability) versus a normal working capital (or current liability) is that a financial current liability *bears interest* whereas an operating liability does not.

This raises the next interesting question: How do you treat pension liabilities? As you may recall, I mentioned previously how the CFA treat’s pensions as if they are interest bearing liabilities (or specifically, debts of the company owed to it’s workers which is expected to grow at the company’s cost of debt). This is a perfect example of a judgment call. Some of the top equity research analysts will consider pensions to be part of operating a business (not included in enterprise value as a financial consideration) whereas others will consider pensions to be a type of financing (don’t take my word for it, check out the research reports of companies with sizable pensions and see how different analysts treat different companies). Some will consider current pension obligations as debt (as it has to be financed to be paid out) whereas others will treat the entire long and short term obligation as debt.

Bidding for Electives Begins Today

Bidding for elective courses in second year began today. I'm happy to report that I still have 500 points to bid (the rumor that I lost points for study tours is apparently untrue). However, I only have to take 4 courses this term (maximum and minimum). I'm trying to bundle them together all on Tuesday, Wednesday and Thursday so I can have a four day long weekend every week (and so far it seems possible).

I'm thinking of taking all the core IB courses in one go (so I can concentrate on electives at LBS) including: Corporate Finance, Financial Management, M&A and Options and Derivatives. Considering the sessions (date / time / profs) I want, I will have plenty of points (some courses requiring as few as 0 points).

I just need to confirm my selection with a few friends before placing my bid. Bidding ends one week after the open.

Investment Banking and M&A - Scotia Capital

I returned from the Latin America Study Tour very early this morning. After filling up on Chinese food at lunch and running a few errands throughout the day, I'm finally settled at my new place.

Tomorrow, I'll be starting as a Summer Associate, Investment Banking and M&A at Scotia Capital. I anticipate being very busy and will also not be putting up any posts until I return to school in late August (probably with a post from MBA Orientation Camp).

So far, the CFA / MBA journey has been an exceptionally rewarding one and I am really looking forward to what challenges await in the summer and the opportunities of the coming year.

Bom Bril

[LAIST Tour Begins, Fazenda Tozan, Churrascaria – Nova Pampa, Port of Santos, Deloitte, Embraer, Natura, Gol de Letra, Bom Bril, Agencia Click, Nextel Institute, May 6, Rio, Rio Weekend, Petrobras, PREVI]

Gustavo Ramos, former UofT Engineering student (class of ’95) and Columbia MBA (’01) and CEO of Bom Bril, gave us a presentation on his involvement in the company since arriving in 2006 and finding Bom Bril, a leading manufacturer of consumer products, on the verge of bankruptcy and in receivership with the government. Bom Bril had delayed payables such as wages to employees and had not paid any taxes. The largest liability was to the government in the form of unpaid tax.

Having never worked in a distressed company before, Gustavo smiles as he recalls how he approached the problem: His professor at Columbia had said that gold rule of finance: “Cash is king”.

With his work cut out for him, Gustavo started to fix the problems, first by negotiating a 15 year payment schedule to alleviate the government debt. He proceeded to adjust prices and margins on products, renegotiate with suppliers (focusing on the value of Bom Bril to the industry as an ongoing concern) to reduce working capital and cutting marketing spending.

Gustavo generally tried to insulate the end consumer from the financial problems at Bom Bril as well as the lower level employees (no layoffs). When asked if Bom Bril was ever a takeover target, he mentioned the 2001 attempt by Clorox to take over Bom Bril which fell through when Clorox balked at the liabilities on their balance sheet at the due diligence stage.

In my opinion, I think this was a very bold strategy that worked for Bom Bril and reminds me of our Coca Cola case that we had with Anita McGahan in Strategy I, when we were talking about the intangible value of Coca Cola and why that couldn’t be duplicated by Sir Richard Branson in his attempt to introduce Virgin Cola. Although Virgin Cola’s annual spend on marketing was equal to Coca Cola, Coke had built up a tremendous amount of brand equity over its history dating back to world wars and that wasn’t going to be reproduced over night. In the same way, I expect that Bom Bril’s strong brand equity allowed them to coast briefly as Gustavo put their ship back in order. Either way, it was a bold move which has been attributed to the companies turn around.

With the return of Bom Bril to profitable status (with 40% growth and a 17% EBITDA margin), Gustavo laid out his plans for the future of Bom Bril:

• Remodel product lines – expand, change formulas, improve the packaging
• Launch new product categories – clothing care, silver and brass polish with all new products branded with Bom Bril
• Heavily reinvest in marketing to make up for lost time – Launching new brands and supporting old ones. Having a spend that focuses on the Point of Sale rather than just mass marketing. Marketing is budgeted at 5% of sales

He also explained how Brazil’s market for Consumer Product Goods (CPGs) are different than in Canada. Where we are familiar with large distributors and retailers (such as Tesco, Carrefour, Loblaws, Walmart, etc. which only account for 15% of Brazil’s CPG market) where we drive our cars to the store, Brazilians walk to the local mom and pop shop and distributors have a much more difficult time managing the various touch points.

He acknowledges the 3 most important factors for CPG: Brand equity, distribution channels and low cost / scale.

Recently, Bom Bril’s new found success has increased its appetite for acquisitions, having purchased Lysoform, a European disinfection product to add to its repertoire of products. Bom Bril continues to expand, looking for acquisitions or partners who are leaders in niche categories to fill the blanks in their portfolio.

In understanding Bom Bril’s business, we learned about the exclusive nature of relationships with Bom Bril’s distribution network and the economies of scale achieved with non-competitive products where the high costs of the fragmented distribution network could be shared with partners like Kraft.

Their COGS are generally (80 to 85%) composed of raw material costs and they are therefore sensitive to changes in the price of iron ore, the primary ingredient of their flagship “Bom Bril” product, an inexpensive steel wool whose name is almost generisized in the same way as Kleenex and Band-Aid.

Bom Bril is also the first company to release a line of eco products in Brazil: “Ecobril”. Their ideology has been successful on the premise that performance and cost (retail price) are the primary drivers of success in this CPG space, and ecologically friendly is a tertiary concern. This caps their price of their products at 10 to 20% MAX above the price of their normal products. However, by balancing these pillars, they have had success beyond other entrants into the eco space. They also focus on the 4 R’s, which are the 3 R’s we are used to plus “Respect for Biodiversity” which acknowledges their use of natural raw materials versus synthetic and no animal testing.

Another interesting story about Bom Bril’s EcoBril line is that some of the products have the options of buying refills. The irony is at this stage, the cost to manufacture the refill is almost the same as the original packed bottle (due to low economies of scale), however, the nature of the business is to charge 30% less. With increased economies of scale, Bom Bril expects to bring this price down making eco refills more attractive as a product line to Bom Bril in the long run.

Bom Bril’s history is quite fascinating and integrated into the social fabric of Brazil as a staple CPG company and product. Mr. Bom Bril, played by Carlos Moreano, is a local celebrity how has the accolade of being the longest running ad campaign series as noted in the 1995 Guiness Book of World Records.The visit to Bom Bril concluded with a walk through their factory (no photos permitted), but it was interesting to see the unique history (and plans for the future) of the company.

Another Look at Synergies

In thinking about OWC and also M&A recently, I was thinking about other possible forms of synergies rather than the two most obvious ones: revenue growth and cost reduction.

While not exactly the same as cost reduction, there are potentially certain economies of scale which can be achieved through reducing OWC requirements. Firstly, when looking at PV of CFs related to synergies, recall that FCFF (UFCF) is defined as:

FCFF = NI + Dep - Δ WC - Capex + Int (1 - t)

Increasing sales and decreasing costs will certainly affect NI, but I also thought that there was the possibility of also being more operationally efficient (reducing size of distribution networks, inventory holding requirements and demand / capacity mismatches due to manufacturing variations resulting in either lost sales etc). Most of these topics are the same topics ones we discuss in our Strategy and Operations Management courses and would affect all the activity ratios.

While probably not the most significant category of possible synergies, when dealing in deals worth millions or billions, I'm sure such attention to detail would probably result in noteworthy potential value creation opportunities. Also, this could be another potential reason why Stragetic buyers will probably command a higher premium than Financial buyers.

Another potential example I was thinking about was the idea of writing up intangible assets (which was the cause of my deal being dilutive). The value creation in this case, however, would be more for the target companies current share holders rather than the acquirers (and also be reflected in the division of synergies between the two groups through the premium).

The idea is that the target companies share holders gain value throught the premium which is the excess over fair market value. This excess is divided into write up of intangible assets and good will. While the acquirer "loses" some of the value through good will, it can reclaim some of the value of the write up of intangible assets through the tax shield provided by amortizing this value.

Again, while not as large an effect as the original two primary methods, I'm sure the attention to this detail will yield some additional value creation (and at least value retention for the acquirer) associated with an M&A deal. At the very least, the target shareholders can gain and the acquirers can give up less of their synergies.

Defined Pension / Benefit Obligations

One of the interesting topics in the CFA Level II material is the mechanics for Defined Pension / Benefit Obligations. Previously, in the Rotman Finance I exam / CFA Level I material, I posted an example of the basic mechanics of how a pension plan would be valued (how much would be the PV of future benefit cash flows based on life expectancy and % of salary expectations and what rate of saving would be required to save the required FV to generate those future CF's).

However, if you notice, the "mechanics" of a pension plan are suspiciously similar to that of a bond. And that should come as no surprise. In the retirement or payout phase of retirement, it is as if the retiree is cashing out a fixed income investment (getting regular payments over time) or similar to amortizing a bond liability for the pension plan. However, when they are still "young and saving money" the pension plan is receiving regular payments overtime. The because the payments are regular and defined, they have all the characteristics of a bond.

This metaphor extends even further when you think about what the worker is doing. First a few contrasting scenarios:

Scenario 1: The worker makes a salary of $100k per year.

Scenario 2: The worker makes a salary of $70k per year, but has a defined benefit plan where the company contributes $30k per year into it.

In both of these scenarios the worker (assuming fair treatment) is being given the same value through salary (note also, the I/S in both scenarios reflects a $100k expense with regards to this worker... the only difference is that the $30k would be recognized as deferred wages or change in pension benefit non-cash expense on the CF/S).

However, let's take a closer look at that $30k. What is another way of looking at this? Well, another perspective is to say that the worker is deferring $30k of salary in the hope of future gain as realized through the defined pension benefit. In essence, the worker is loaning money to the company. Assuming that the DPO/DBO is as risk free as the company can guarantee (it is a contractual obligation) in terms of seniority of capital, this money actually ranks as quite senior (priority claim). This is a topic of particular interest with the recent financial crisis, especially as it related to Chrysler and it's recent financial trouble and relationship with the UAW / CAW.

This answers the next question: What is the appropriate discount rate for these funds? Well if you assume this obligation to be one of the most senior forms of claims against the company, it should have the most risk free rate the company can afford which is usually the same rating as it's highest quality bond.

This also raises an interesting point, if you were a lender or potential acquirer (through M&A or LBO) and you were analyzing a company with a defined benefit plan, would you consider the liability similar to debt? While it is not strictly a form of debt in the same way as a revolving credit facility, debenture, high yield bond, PIK or other, it noticably has many of the same characteristics (and is often modeled as a bond liability).

Choosing Courses

I'll probably be putting up more posts on technical finance concepts for the next little while. As it was when I was thinking of coming to Rotman, I used this blog to flush out and articulate ideas on what interested me. This was supposed to provide me with a voice and a place to review some of the ideas I was thinking about and help me decide (initially) whether I wanted to gun for Management Consulting or Finance.

Currently, we are in the process of picking what courses we want. Looking at the electives that might be offered next year (Balloting or "giving a heads up to the PSO regarding what we *might* take next year for scheduling purposes" was due last week) I'd want to take:

• Corporate Finance
• Financial Management
• M&A
• Options

However, as you can expect, these are some of the heavier finance courses. I was warned by every second year I met that it would be a bad idea to take more than three finance courses together in one term, regardless of how much we keen first years thought we loved finance. Especially any of the first three, which I'm told are the core courses for a "specialization" in Investment Banking.

So I find myself posting outloud again to both prep for the CFA exam as well as put some thoughts into writing for me to review as I select my electives for next year. Technically, with the credits I already have, I could get away with only taking three courses, but it seems like such a waste. A - We paid too much to come here to start taking "spares" and B - the profs are good and the topics are interesting. I guess it's just a matter of balancing workloads.

BATNA and Sharpe Ratios in M&A

While I missed the Negotiations class my classmates took for the Middle East Study tour, I was fortunate enough to have taken a Negotiations class at the Analyst Exchange in NYC where they explained concepts like BATNA (Best Alternative to a Negotiated Agreement) in a simulated negotiation environment.

Also, in ITP, we talked about the model for "rational experimentation", that is to say the formula which describes the logic between probability of successful outcomes versus the risk and initial investment required (looks suspiciously similar to an NPV calculation because it uses the same mathematical components with probability of success superimposed on the cash flow, similar to how the CFA teaches to account for risk).

With my last post on M&A and splitting synergies with the target's share holders, this got me thinking about what would be "rationally" fair in M&A negotiations. I thought about it and decided it might be a good idea to integrate the thoughts from the post below with the idea of a Sharpe Ratio (or more exactly, Roy’s Safety First Criterion – where we use a “minimum return” rather than risk free rate).

S = (E[R] - Rf) / sigma

Where:

• E[R] is the expected return of the project
• Rf is the risk free rate (or in Roy's SFC, minimum return)
• sigma is the standard deviation of the investment

Obviously, there are some of the same undertones that we have learned from CML or CAPM. While I was thinking about Synergies and Premiums analysis of an M&A deal, it struck me that while there is some "risk" in the total Synergies achievable, the Premium is paid in advance and essentially risk free. Immediately, some of the same terminology which was used in the previous post suddenly rung a bell with regards to the Sharpe Ratio (from CFA Level I).

I would propose that the Sharpe ratio calculation can be used in an analogous manner for an M&A deal with synergies. For example:

• Expected Returns --> Synergies
• Risk Free Rate --> Premium
• Sigma --> some sort of volatility related to success of M&A deals to achieve expected returns

In fact, you can take this a step further and get:

• Synergies / EV as a proxy for M&A incremental ROA
• Premium / EV as a proxy for M&A minimum return

S = (Synergies – Premium) / (EV * sigma)

The formula would then calculate something very similar to marginal excess ROA or value creation per unit risk by the deal. Besides helping you understand your BATNA, this metric might also help you select acquisition targets from a financial perspective.