Monday, October 27, 2014

Why own a small business?

 
This article exposes the unpredictability and the lack of reason that accompanies Wall Street and, by extension, passive investing in general. Check out the full article by Jeff Cox, a finance editor at CNBC.


The gist of the story is that while we may have been told by various sources that the markets, particularly the financial markets, are efficient--yeah, not so much. We can go into a defense of the markets as the best thing we have, which is true, but that mechanism is often derailed by emotion.

When I was first involved in the financial business, I was told that there are only two emotions in the markets, fear and greed. Sometimes one wins, sometimes the other. The classic bull/bear. We read "analysts" telling us how the price of a stock is this or that based on, well, this or that. Others consult their Ouija board of charts and based upon those charts (and I suppose a few tea leaves), make predictions as to when and how much.

Below is the list of Ten Insane Things Wall Street Really Believes.
  1. Falling gas and home heating prices are a bad thing.
  2. Layoffs are great news, the more the better.
  3. Billionaires from Greenwich, Connecticut, can understand the customers of JC Penney, Olive Garden, Kmart and Sears.
  4. A company is plagued by the fact that it holds over $100 billion in cash.
  5. Some companies have to earn a specific profit—to the penny—every quarter but others shouldn't dare even think about profits.
  6. Wars, weather, fashion trends and elections can be reliably predicted.
  7. It's reasonable for the value of a business to fluctuate by 5 to 10 percent within every eight-hour period.
  8. It's possible to guess the amount of people who will get or lose a job each month in a nation of 300 million.
  9. The person who leads a company is worth 400 times more than the average person who works there.
  10. A company selling 10 million cars a year is worth $50 billion, but another company selling 40,000 cars a year is worth $30 billion because it's growing faster.
Yogi had it right. Predictions are hard, especially when you're talking about the future. Just discovered, via the Google machine, that this sentiment has been attributed as well to Niels Bohr talking about quantum mechanics. Too bad it appears to be apocryphal because it says a lot.

Shameless promotion: I can help you find that ideal small business. Give me a shout at info@nbbcompany.com

Tuesday, June 10, 2014

Example

OK, I'm going to be the first to admit this is not riveting prose. Take a look, though. Gives you a sense of what I do when the assignment is consulting rather than selling/broker stuff.

MEMORANDUM
To:        Client
From:    Bob Peterson
CC:      
Date:     March 19, 2014
Re:        Valuation

In your email of March 18, you described the current situation and asked me to review a couple of the terms of the current agreement and to give you some language that may be appropriate for a "valuation" of the enterprise at some point in the future.

You and I agreed that such a provision should be acceptable to both parties, as simple as it could be and that it should not jeopardize the arrangement under consideration by the parties.
The Parties, as I understand it
  1. Your Company, (YC) 100% owned by Client and formed exclusively to own 25% of the operating enterprise
  2. Operating Company is the operating enterprise formed for the purpose of completing projects developed and financed by the 65% owner, Mr. Seller, 10% by another party and 25% by YC. Operating Company will operate as a commercial general contractor pursuant to an Operating Agreement.
  3. Client will be the COO of Operating Company, salary $200,000 plus benefits as agreed and responsible for complete oversight of all commercial construction operations.
    The Deal
  4. All projects developed by Seller will be built by Operating Company.
  5. Profits will be divided as per ownership, pro-rata; tax distributions will be estimated by a CPA or other qualified tax advisor and any distributions in excess of tax distributions will be considered return of capital or liquidation proceeds and accounted for separately.
  6. YC has the option to withdraw cash from Operating Company when cash accumulated exceeds $1 million.
  7. No costs, charges, allocations, depreciation or other similar charges not directly related to the activities of Operating Company or the projects will be made against Operating Company.
  8. Only project management software approved by YC, at its sole discretion, will be used to capture, track and confirm all costs, margins and profits associated with Operating Company and its projects.
  9. YC will retain the right to authorize any withdrawals from Operating Company bank and similar cash accounts.
  10. Profits will be allocated to the Members according to their unit ownership, tax distributions will be made pro-rata as will any distributions in excess of tax distributions.
  11. Any member will have the right to audit the results and the recordkeeping of Operating Company at reasonable intervals.
Buyout, Valuation, Termination Overview

Investors from Benjamin Graham to Warren Buffett agree that "In the long run, Earnings Determine Market Price." They also acknowledge that "In the short run, Emotions Determine Market Price." They were talking about publicly traded stocks, but the same principle applies to small companies that I have been working with for over 20 years, just the fine points are different.

Earnings

The first thing to determine in the valuation process is Earnings. In this situation, the best measure of the earnings is, in my opinion, Earnings Before Interest, Taxes, Depreciation and Amortization computed on an accrual basis (EBITDA).

You or the majority holder could manipulate earnings to an advantage if computed on a cash basis. In a construction company, these earnings will need to account for earnings on uncompleted projects based on a percentage completion basis. For tax purposes, you may delay billing or you may lay in a large stock of material and this should not be used to manipulate valuation as it might be with the cash basis method of accounting.

When dealing with partially complete projects, the Agreement should employ a “look back” provision to adjust estimates to actual.

Cash

When "cash" is referenced in this memo, it means liquid assets, not other current assets like inventory. Cash should be dealt with separately in any valuation process inasmuch as it is not reasonable to pay a multiple of cash. If there is substantial inventory that is not specifically allocated to projects, that should also be dealt with separately, usually at cost.

EBITDA

EBITDA in this context should not be affected by one-time or extraordinary impacts on earnings and should be calculated according to GAAP before distributions.

Fair and Equitable Process to Value a Construction Company

At termination or a wrapping up of Operating Company or of YC's involvement and ownership interest in Operating Company, the enterprise will be valued as follows:

VALUATION METHOD ONE: MULTIPLE OF EBITDA PLUS CASH 
  1. Total Valuation of Operating Company shall be determined after customary estimated tax payments are calculated by a qualified tax advisor and made on behalf of the Members;
  2. Earnings for projects not yet completed shall be valued on a percentage of completion basis. Holdbacks or retention will be discounted at an annual rate of 10%;
  3. Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) shall be calculated according to Generally Accepted Accounting Practices (GAAP) before extraordinary or unusual charges/income and on an accrual basis as of the twelve months ending at the date of Termination.
  4. The value of Operating Company shall be the sum of:
    1. Two times EBITDA as described herein PLUS;
    2. Cash and liquid assets NOT including inventory, after tax provisions and after taking into account and returning any cash contributions made by the members;
  5. YC's share of the Total Valuation of Operating Company as determined by its then-current membership shares as a percentage of total ownership shares shall then be paid to YC in cash or other terms as determined by YC at its sole discretion.
  6. In the case of partially completed projects, a reasonable amount of the Purchase Price shall be escrowed and a “look back” provision shall be employed to determine at a later time, say three or six months hence, depending on the contract characteristics, the actual versus estimated value of those contracts.
VALUATION METHOD TWO: ARBITRARY, PRESET VALUATION

This method takes the "valuation" issue off the table; the value has been preset at the salary plus benefits (converted to cash) of the COO plus the pro-rata share of the cash earned and retained.
  1. The purchase price of the Membership Units would be set at salary plus benefits, say $275,000.
  2. In addition, the cash (earnings retained in the company in the form of cash and similar instruments) after consideration of contributed organizational cash and any subsequent contributions from Members and after consideration of any distributions in excess of tax distributions would be distributed pro-rata. Any capital contributed by YC shall be returned dollar for dollar. 
OTHER VALUATION METHODOLOGIES

Different methodologies are appropriate for different businesses. It is the opinion of NBB that none of the other valuation methods can be appropriately used to value a construction company such as the one described to us.

Having said that, should a construction company nearly identical to the one described herein in terms of size, location, quality and quantity of projects, structure and customers were to be found with a sale within a year, that comparable would be the best indicator of value.

Respectfully presented,

Bob Peterson
Principal

Honey, I Just Talked to Divorce Lawyers


Valuing a Construction Company
Or Honey, I just talked to divorce lawyers.
By Bob Peterson | National Business Brokers Company

The other day, I walked into my wife's office and said, "Honey, I just talked to a divorce lawyer."

"Oh?" With raised eyebrows. Way to go, I had her attention!

"An old listing has asked me to provide a value for her construction company in a divorce case and I have agreed to do it." "Oh." The attention was fading. Quickly.

Agreeing to provide a valuation, a deposition and testimony in court for a small fee and a potential listing did not raise my total worth in her eyes; and when I blurted it out, it didn't sound like a brilliant idea to me either.

Subjecting yourself to the humiliation and aggravation of interrogation by a lawyer set to make you look and sound incompetent should be avoided. So why do we do it? The only real reason: I know what a construction company is worth on the market, how difficult it is to find a buyer and close a transaction and I am offended by the highly paid, sublimely degreed imbeciles who compare the value of a construction company to a window manufacturing and installation business in Tampa.

The truth needs to be told. My wife, however, thought maybe someone else should tell it, and I should devote my efforts to something more productive and profitable. She had a point.

If you approach this from a mathematical viewpoint, develop averages, weighted averages and the like, the results are, in my opinion, flawed and extremely inaccurate. In this case, I thought the opinion of the opposing expert that the value was $750,000 was heinously wrong, but these types of valuations are appealing to the court because they do not require "judgment."

My opinion of value was $250,000 and I told her she would be lucky to get it. Especially since she was unwilling to provide a non-compete.

Here is what I subtracted from the "mathematical" viewpoint:

1.     The lack of a non-compete. In this very personal business, the cooperation of the Seller is critical, and, in this case absent.

2.     There was a back charge pending for over $300,000 and retainage exceeded $600,000. My valuation assumed (properly, I think) that only a fraction of these would be collected by a new owner.

3.     Backlog at the time of valuation was $300,000. Compared to annual revenue of $10 million, this was "full-stop." Based on historical margins, this would not pay overhead for a week.

Instead of a company that would perform along the lines of historical averages, I saw a company with uncertain performance, impaired assets and little evidence of future business.

WHY WOULD YOU BUY A CONSTRUCTION COMPANY?

Short answer: There is no better way to amass significant wealth. Except, of course, the two best ways - marry it or inherit it. Sure, I would like to reap the benefits of one of Warren Buffett’s insurance companies, but I don’t have a spare billion dollars or so. While contracting takes money, it is money that is often within the reach of individuals.

But this road to wealth is littered with the bodies of the vanquished, the ones who reached and failed. It is high reward and high risk.

A fundamental guideline: in my experience, it takes construction experience to be a qualified buyer of a construction business.

When establishing a value/making an offer to purchase:

1.     Keep the price within about 1.0 to 3.0 times cash flow.

2.     Recognize the extra value of equipment, but the effect is probably not substantial in most except "heavy" contractors.

3.     Include a “look back” provision in your purchase contract as a way of settling up on matters that will be decided as jobs complete.

4.     Insist on a backlog that will provide a good start for the new owners.

5.     Obtain a meaningful transition process.

6.     In due diligence, look for general contractor back charges, establish a bonding line prior to closing and be very careful about the difference between what you thought you were told by owners/brokers and what you are seeing. Quiz current customers and any contractors you do business with.


PAY UP FOR QUALITY AND GROWTH. When considering the multiple of cash flow, move higher if the company is growing and fairly large, move lower if the company is small (your salary takes more of the "cash flow"). The term "quality" can mean a lot of different things, but make sure that you get a company that has some certainty to the future of the earnings stream although that is extremely hard to discern.

Buckle up, get ready for a ride! Good luck.















Monday, May 26, 2014

A Bit of Self Promotion

While I generally represent Sellers, I recently took on an assignment to help a Buyer find a company to purchase. Many of you may know that I only do this a couple of times a year as it takes a lot of my time and energy.

I charge for the service, $5,000, and offer a discounted Success Fee percentage...joke that I make about a dollar an hour. If I am lucky, I will get a viable listing from one of the businesses that the Search Client Buyer does not want to pursue, and that is where I earn most of my income--successful sales. But my first obligation is always to the Search Client.

This particular Buyer had already engaged the help of another broker, so we went forward with my list of prospects being pretty severely carved up because the other guy had already contacted them. I have always maintained that the way I contact businesses is my "secret sauce," but after some time, the Buyer said that the first broker had generated 2 responses...to date, I have generated SIXTEEN!!

Still not done. He asked me to contact the businesses that the first broker had already contacted. By now, they may be a bit leery, but we will give it a try. Standby for updates.

Friday, May 2, 2014

Five Reasons + Why a Business Doesn't Sell


Reprinted below, with permission, is a fine article by Ed Wilcox at Corporation4sale.com. I would be inclined to do business with someone, like Ed, who thoughtfully views the landscape of business brokerage. After each paragraph, I offer some of my personal observations based on over 20 years of experience (in italics).

Why don't businesses sell? Ed points out that over 80% don't, and while that is much higher than my personal experience, I believe it is the case nationally.
  1. Setting the wrong price – Many business owners make the mistake of overvaluing their businesses. Most entrepreneurs know that building a business is pretty much like raising a child. You nurture it, take care of its every need, guide it until hopefully, one day, it stands on its own two feet. Considering how much time and effort it takes for an owner to build a thriving company, it is completely understandable that many sellers peg their company’s worth higher than its actual value. Understandable, but not completely reasonable. Truth is, a business is worth as much as whatever a serious buyer would be willing to pay. If you set a price too high, many buyers won’t take your offer seriously.
Everybody wants a million bucks. And if there are two owners, they each want a million bucks. I have been told that people in Hell want ice water, too! Round numbers are not an indication of what your company is worth, and a good valuation can give us a working number that doesn't discourage serious inquiry but achieves what is possible with the sale.
  1. Lack of preparation. In many instances, company financials are crafted around minimizing taxes, rather than maximizing profits – which is great, until you decide to sell. A company that shows low profits on paper will likely lose value in the eyes of buyers. If your company is earning well, make sure you have documents to show it. A proper business valuation can help you accomplish this. Be ready with at least two years of your company’s financial data
Three years of financial data is often the base line in my experience, and I have worked with companies for several years to get the books squared away. When you sell your car, you wash it first. When you sell your house, you paint and mow the lawn. A valuation is essential in most cases, and if the financials are in poor repair, it may take some time.
  1. Failure to find good buyer prospects. Many business owners try to sell their companies themselves. While there were many successes, many more lost money, lost sleep, lost patience, and lost deals. Those who failed, learned that selling is a full-time job in itself. Finding the time to search for prospects while running a business day-to-day could be very daunting. Some sellers also resort to cold-calling, which often proves to be counterproductive as it is ineffective and time-consuming.
That's why you hire a broker. Many of my clients have given me a list of x number of firms that will be the buyer. They "know" that they are the only ones who would have a chance or an interest. So far, and it is only a 20-year sample, none of the named buyers has succeeded. The buyers come out of the blue for a variety of reasons that I cannot predict. My job is to reach them, and that is what I have spent years training to do. And it happens.
  1.  Lack of owner financing.  Many businesses for sale are often overlooked by serious buyers because they don’t come with an owner financing offer.
To a buyer, owner financing indicates confidence in the business. "If they won't finance part of it, how do you expect a bank (or me) to finance?" While this logic is not necessarily correct, accuracy is not an important factor when talking about perception. When a Buyer perceives that the Seller is "skipping out" or not confident in the ability of the business to persist, that belief becomes the basis for the decision, accurate or not. In my experience, particularly with the "Main Street" businesses, the amount financed by the Seller can often be a simple addition to the ultimate sale price--if the business could be sold for $400,000 without owner carry back, it might be sold for $450,000 if the owner carries back a note for $50,000.
  1.  Unclear reason for selling. Buyers always want to get a logical and valid reason for selling. Without it, they will assume the worst. They might think you’re selling because your industry is facing decline, you have hidden liabilities or your competitor is getting ahead. Without a clear reason, they are likely to offer a lower price for your business, or simply walk away.
Advice to Seller: never say, "Everything's for sale for a price." Intentional or not, this leaves the impression that you will only sell for a price that is more than the business is worth. A close cousin of that phrase is, "Selling to pursue other interests." You better have a convincing story about what those might be.

There are good and justifiable reasons, health and retirement at the top of the list. I listed a business for a lady who rented party supplies, like inflatable bouncers and ball pits. Her husband had been transferred and she wanted to live where he lived. Sold!

I am going to suggest a sixth reason that a business doesn't sell--the Seller tries to negotiate directly with the Buyer. I know it is self-serving, but we all learn the value of intermediaries early-- "Listen, you have to clean your room before your dad gets home." It is so much easier to deal with a conflict through intermediaries. Emotions come into play early when negotiating face to face.

Besides, we have more practice: intermediaries do this all the time while our clients only buy or sell a business once or twice a lifetime.

I am convinced that my help is worth the money, I earn my success fee. Ed laid out a few reasons why.

Friday, March 7, 2014

Stocks are two faced and one is a pathological liar

Catchy title, eh? Well, again, someone else invented it and I adopted it.

Summarizing the long article below, the author emphasizes that after many decades of doing work with stocks and valuations, he continues to be convinced that "Earnings Determine Market Value," or EDMV.

Now, the other "face," the pathological liar face, is "Emotions Determine Market Value." You see where this is headed. The stock market has long been a balance between fear and greed, bulls and bears, emotion and earnings. I won't change. You need to be aware of the forces and act accordingly.

What does this have to do with buying a business? You can invest in the stock market and let external forces determine some of the results. Or, you can couple your money with your efforts and multiply the results. The folks I work with are tired of others making money off their efforts and want to use that for their own benefit. Along the way, you get a whale of a lot of self-satisfaction.

Still, when buying a business, remember that the EDMV principle works here as well. You must have earnings, and the value of the assets is only a small part of the equation. In the extreme, an insurance agent has few assets--a desk, phone, transportation. The earnings are from his/her energy.

Sometimes assets are a liability. For instance, I currently have a client who sees how much the company has spent on accumulation of assets and believes the business should be worth what those cost over decades. That is NOT going to happen. The earnings produced by those assets create the value.

GROWTH

Just as with common stocks, growth influences price. If EDMV, then the future value of those earnings is factored in. For example, in the examples below, some stocks are priced at 11 times earnings (P/E Ratio) and some are valued at 25 times. The difference? The current assessment of the market as to the growth and sustainability of that growth. Plus some emotion!

YOUR BUSINESS

Your business or the one you will buy is valued similarly. But at a much lower P/E Ratio, and the "Earnings" need to be adjusted to factor out the legal and sometimes semi-legal things that business owners may do to reduce their tax burden.

Successful businesses pay a lot of taxes, but Supreme Court Justice Learned Hand ruled long ago that none of us are obligated to pay more than our legal share. Sometimes, the rules are shaded to be more than was intended, and that is where I come in to adjust those earnings.

At the end of the day, you must know how much the business earns that is then available to pay you and the "bank."

NET OWNER BENEFIT (NOB)

Small businesses generally sell for multiples of one to four times NOB. Growth is a factor, size is a factor, but you must earn a salary and the "bank" should be paid whether the bank is an actual financial institution, your retirement plan or your savings account.

BACK TO EDMV

This gentleman has a valid point. When buying a business, practice this as well.

        
Stocks Are Two-Faced, And One Is A Pathological Liar
Summary
  • Both common sense and logic would dictate that future investment success and results are dependent upon possessing an accurate understanding of the most relevant factors that drive future stock movements.
  • In the long run - Earnings Determine Market Price.
  • In the short run - Emotions Determine Market Price.
Introduction
I believe that it behooves all investors that invest in common stocks to have a coherent understanding of what I consider the most important principle regarding investing in stocks. Moreover, a cogent awareness of this principle relates to having a relevant and valid answer to the following important question: What drives the future price of a common stock?
Both common sense and logic would dictate that future investment success and results are dependent upon possessing an accurate understanding of the most relevant factors that drive future stock movements and their direction - in the long run. Otherwise, how could an investor ever determine whether investing in a given company (common stock) makes sense, or if it represents an attractive investment opportunity?
Therefore, I offer this article as a dissertation on the primary factor that drives the future stock prices of a publicly traded common stock. Moreover, this same factor is the driver that creates the value of all businesses, public or private. In other words, with this article I am endeavoring to illuminate the primary principle that generates current and future value to business owners.
Admittedly, most of what I will be discussing I consider as "stating the obvious." However, as it is with many investing principles and financial jargon, the obvious is often overlooked or missed. More plainly stated, over my long career in the financial services industry, I have observed a penchant for making simple concepts complicated. In Western Pennsylvania, where I grew up, this was commonly referred to as "complicating a one-car funeral."
"It's the Earnings, Stupid"
With the above in mind, I respectfully ask the reader to allow me to state the obvious. It is simply the earnings power of any business that gives it value, past, present and future. The more earnings power a business possesses, the more value it is capable of delivering to its owners. Once again, this simple and obvious truth applies to every business, public or private. Consequently, if this is truth, and I contend that it is, then doesn't it make sense for investors in, and owners of, businesses to focus on earnings, first and foremost?
Frankly, I believe it does make sense for an owner of a business to focus primarily on the company's earnings power. However, my extensive experience in the investing industry suggests that most investors focus too much on price movements over profits. I believe this is a mistake, and yes, I believe it is an obvious mistake that can, and should, be avoided.
The 2 Faces of a Stock's (Business) Performance
I have long used the simple acronym - EDMP - to keep me focused on this important principle regarding the primary driver of a common stock's price. So much so, that I named the money management firm I co-founded based on it. The acronym EDMP stands for Earnings Determine Market Price (in the long run).
Fortunately for me, this principle was burned into my brain by my Economics professor in college. My professor's name was Alvin F. Terry, and every day, he started the investment course he taught in the following manner. Once we are all settled in our seats, Prof. Terry would walk up to his desk and literally and vigorously pound the table with his fists while shouting - EARNINGS DETERMINE MARKET PRICE! Every day, without fail, class was started with this fanatic ritual.
Needless to say, thanks to my passionate and enthusiastic professor, the obvious long-term driver of a common stock's price became forever imprinted into my psyche. In fact, his antics made such an impression upon my young mind, that it became the focal point of my life's work. My entire career, that now spans more than four decades, has been dedicated to validating Prof. Terry's thesis. Moreover, I am happy to report that my research and experience has proven to me that his simple and obvious hypothesis was both valid and true. Soon, I will present evidence supporting the truth behind my professor's words.
However, before I do that, I believe it's important to present and discuss a complicating factor that causes many investors to overlook the obvious. My research also uncovered that there is an evil twin sister - EDMP - that applies to the shorter run. Emotions Determine Market Price, in the short run, and it is this fact that creates the primary reason why investors often lose their focus and miss the obvious.
As human beings, we are emotional creatures, and when our emotions are in a heightened state, critical thinking goes out the window. This applies to all aspects of life, and certainly applies to how we handle or invest in our stock portfolios. In other words, in the short run, it is easy to become blinded by the two most powerful emotions that investors are often forced to deal with - fear and greed. Of the two, I believe that fear is both the most dangerous and most powerful emotion that investors must deal with. Fear is associated with anxiety, and when we are frightened, we are most likely to cast reason aside.
What this all boils down to is the reality that there are two faces of performance. To me, the true and most important performance face of a business is its operating performance. This is most commonly evaluated based on a company's bottom line, i.e. its earnings. Consequently, since I'm a long-term investor, I have also trained myself to pay more attention to the business behind the stocks I own, and less attention to the daily gyrations of their short-term stock prices in an auction marketplace.
Unfortunately, this is apparently difficult, or as I stated earlier, overlooked by many, if not most, investors. Instead of trusting their company's bottom line, they instead either obsess or worry about their investment based on whether the price of their stock is going up or down. And as I stated many times before, if the price of a company's stock is falling, it's a bad stock. In contrast, if the price of a stock they own is rising, it's a good stock. But most pertinent is the actuality that these judgments are often made with no informed regard to the fiscal health and strength of the underlying businesses they own.
The problem with this kind of emotional behavior is that all too often it motivates people to buy a stock they should be selling, and sell a stock they should be buying. A great company's stock price falls, and instead of recognizing it as the opportunity it is, they panic and sell. This often results in selling a valuable asset for significantly less than it is truly worth. This behavior caused more people to lose money during the Great Recession, than the Great Recession itself. Personally, I believe it's virtually always a bad idea to sell a valuable asset for less than its intrinsic value just because you are scared by the temporary actions or behaviors of others.
Real-world Examples of the Importance of Earnings
As I previously mentioned, my finance professor's passionate teachings inspired me to dedicate my life to evaluating his common sense thesis. However, with the investment world almost universally focused on stock price movements, I was frustrated at almost every turn as I looked for evidence to support the logical notion that earnings determine market price. Therefore, I took matters into my own hands and developed F.A.S.T. Graphs™, the earnings and price-correlated, fundamentals-based stock research tool.
Once armed with my creation, I was empowered to examine the long-term earnings and price correlation, and I now contend functional relationship on thousands of companies over many decades. The evidence supporting the importance of earnings is both overwhelming and incontrovertible. No matter whether earnings go, up, down or sideways, on graph after graph, earnings and price will move in tandem. Moreover, if the stock price strays away from its earnings-justified valuation (over or under), inevitably it will come back into alignment with earnings. Therefore, not only is this a common sense hypothesis, it is supported by a preponderance of undeniable real-world evidence.
Since a picture is worth a thousand words, I will offer the following examples via the F.A.S.T. Graphs™ research tool to illustrate the veracity of what I have thus far written. Importantly, the reader should note that the focus of the following exercise is on the long-term relationship between earnings and stock price. Consequently, even though some of the following examples do pay dividends, they will be excluded from the following presentation. More clearly stated, this is not a total return exercise, instead it is an exercise to illustrate that in the long run, earnings drive stock prices and trump price volatility.
(Note: In all examples, where possible, I will present my maximum 20-calendar year graphs. On any graph over 15 calendar years, only every other year's data is typed onto the graph, but all data is plotted.)
International Business Machines (IBM)
International Business Machines Corporation provides integrated solutions, such as consulting, delivery, and implementation services; enterprise software; systems; and financing for clients.
I chose IBM as my first illustration, because I feel it represents a quintessential example, or poster child for the good stock when prices are rising and bad stock when prices are falling notion. With the first IBM graph, I plot earnings per share since 1996, to include estimates for 2014 and 2015.
Clearly, IBM has been an earnings powerhouse over that time frame, with the only exception being 2002. To reiterate and focus on my thesis, the first face of IBM's performance, earnings, present a true picture of this company's valuation. Earnings have grown at an average annual compound rate of 10.6%.
(click to enlarge)
Interestingly, IBM has recently been a much-maligned company, as evidenced by many recent articles published here on Seeking Alpha. Simply search with its ticker symbol, and you will find many recent examples of negative articles on this blue-chip technology company. Therefore, we see evidence supporting IBM as a bad stock based on its poor stock price performance over the last two years or so. Ergo, price-wise, IBM bad stock, bad stock.
In contrast, this is in spite of the fact that the company's earnings have remained solidly in an uptrend, and are expected to continue advancing over the next several years by the consensus of analysts following the company (yellow highlights). However, a quick review of the earnings and price-correlated graph below illustrates that IBM's stock price has followed earnings over the long run.
Moreover, we see clear evidence that the best time to purchase IBM was during those times when its stock price fell below its earnings-justified level. In other words, when many investors thought it was a bad stock because its stock price was down. We see that in the beginning of 1996, again at the end of 2008 (The Great Recession), and once again today. These are times when the evil twin sister, EDMP (Emotions Determine Market Price-in the short run) dominates investors' minds. On the other hand, we simultaneously see evidence supporting the true performance generator, EDMP (Earnings Determine Market Price-in the long run).
(click to enlarge)
Bank of America (BAC)
Bank of America Corporation, a financial institution, offers a range of banking, investing, asset management, and other financial and risk management products and services to individual consumers, small- and middle-market businesses, institutional investors, large corporations, and governments.
With my second example, I review the earnings history of Bank of America. I chose this example because it provides clear evidence not only of the importance of earnings, but also to the idea that where earnings go, stock price is sure to follow. With the first Bank of America graph, we see strong earnings growth for the first 11 years, followed by a collapse of earnings and somewhat erratic results thereafter.
(click to enlarge)
Consequently, when you overlay monthly closing stock prices to the earnings graph, the importance of earnings as a driver of stock price is clearly evident and undeniable. Where earnings went, stock price followed in the long run, up, down, and sideways.
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LKQ Corp. (LKQ)
LKQ Corporation provides replacement parts, components, and systems needed to repair cars and trucks. The company has operations in the United Kingdom, Canada, Mexico, and Central America.
With my final example, I present LKQ Corp. as a quintessential example of a pure growth stock. Unlike my previous two examples, this company does not pay, and never has paid, a dividend. Therefore, the sole source of return that owners (shareholders) of this rapidly-growing business receive, or currently can expect to receive, is based purely on the company's earnings power.
I also chose this example because it has only been publicly traded since October 2003. Therefore, by looking at the horizontal EPS (earnings per share) column at the bottom of the graph, each year's earnings per share is both plotted and typed on to the graph. The earnings power of this company has been both exceptional and consistent, averaging 24.5% per annum since going public.
(click to enlarge)
When we overlay monthly closing stock prices to LKQ's earnings, we discover as pure a long-term correlation between earnings and price as you will ever see. Moreover, we see evidence that when the company's stock price rose above earnings (the orange line), as it did in 2007 and 2008, that price soon came back to earnings. Once again, we see evidence supporting the idea that it's more important to focus on a company's earnings power over the long run than it is to focus on short-run price volatility.
The earnings power of a business is tangible and reasonably predictable. The investor can review important fundamentals, such as the balance sheet, profit margins, sales growth, etc., and derive a reasonable evaluation of the strength and health of the business behind the stock. In contrast, stock price volatility is ephemeral and often a pathological liar. In other words, price cannot always be trusted.
(click to enlarge)
The Moral to the Story
Serendipitously, Warren Buffett published his 2013 Letters to Berkshire Shareholders as I was preparing this article. What follows are a few excerpts of his letter that speak directly to the importance of focusing on long-term business results over short-run stock price volatility. These excerpts are based on the section of Warren's letter titled: Some Thoughts About Investing. Appropriately, he starts this section off with a quote by Benjamin Graham from his book The Intelligent Investor, as follows:
"Investment is most intelligent when it is most businesslike."
In order to illustrate the importance of thinking like a business owner, Warren utilized examples of two small non-stock investments he made in mid-1986 and 1993. One was a farm 50 miles north of Omaha, Nebraska that he purchased in 1986, and the other was a New York rental property adjacent to NYU that he made in 1993. He used these as focal points on why he believes that investors in common stocks should ignore price volatility. My first excerpt is as follows:
"With my two small investments, I thought only of what the properties would produce and cared not at all about their daily valuations. Games are won by players who focus on the playing field - not by those whose eyes are glued to the scoreboard. If you can enjoy Saturdays and Sundays without looking at stock prices, give it a try on weekdays."
Then, Warren Buffett goes on to say:
"There is one major difference between my two small investments and an investment in stocks. Stocks provide you minute-to-minute valuations for your holdings whereas I have yet to see a quotation for either my farm or the New York real estate."
Then, he goes on to put it all in perspective with the following rather extensive excerpt:
"It should be an enormous advantage for investors in stocks to have those wildly fluctuating valuations placed on their holdings - and for some investors, it is. After all, if a moody fellow with a farm bordering my property yelled out a price every day to me at which he would either buy my farm or sell me his - and those prices varied widely over short periods of time depending on his mental state - how in the world could I be other than benefited by his erratic behavior? If his daily shout-out was ridiculously low, and I had some spare cash, I would buy his farm. If the number he yelled was absurdly high, I could either sell to him or just go on farming. Owners of stocks, however, too often let the capricious and often irrational behavior of their fellow owners cause them to behave irrationally as well. Because there is so much chatter about markets, the economy, interest rates, price behavior of stocks, etc., some investors believe it is important to listen to pundits - and, worse yet, important to consider acting upon their comments.
Those people who can sit quietly for decades when they own a farm or apartment house too often become frenetic when they are exposed to a stream of stock quotations and accompanying commentators delivering an implied message of "Don't just sit there, do something." For these investors, liquidity is transformed from the unqualified benefit it should be to a curse.
A "flash crash" or some other extreme market fluctuation can't hurt an investor any more than an erratic and mouthy neighbor can hurt my farm investment. Indeed, tumbling markets can be helpful to the true investor if he has cash available when prices get far out of line with values. A climate of fear is your friend when investing; a euphoric world is your enemy."
Clearly, legendary investor Warren Buffett and his partner Charlie Munger understand the importance of focusing on the intrinsic value of the assets you invest in, while simultaneously eschewing short-term price volatility.
Summary and Conclusions
The performance of common stocks truly is two-faced. One face, the important one, represents the face of reason and focuses on the true driver of economic value to investors. The second face, is quite often a pathological liar, and for the most part, full of heightened emotion and simultaneously often devoid of logic. Yet somehow, and inexplicably to me, most investors are prone to trust the liar more than they do the face of truth and reason.
Judging your common stock investments based solely on whether the price has recently risen or fallen is madness. As Warren Buffett has tried to teach us for many years, it is wiser to invest in businesses than it is trying to time or play the market. These principles are especially important and relevant to those retired investors who are dependent upon the performance of their portfolios to support their livelihoods. Our futures and the futures of our families are simply too important to trust to hysteria and lies.
In conclusion, what I've written about in this article was solely focused on what drives the long-term stock prices of common stocks. Price action is only one component of total return, the other is dividend income. However, just as earnings drive long-term stock price performance, they are also the source of dividend income. Therefore, focusing on the earnings power of any publicly traded business you choose to invest in just seems like common sense action to me.

Monday, February 24, 2014

Moore's Law

Again, passing along information that I did not write, but find interesting:

Moore's Law comes to us from Gordon Moore, one of the founders of Fairchild Semiconductor (FCS) and, later, Intel Corporation (INTC). In a nutshell, Dr. Moore wrote a paper in 1965 describing his observation that the number of transistors on a given cost integrated circuit had doubled each year since the invention of the integrated circuit, and his belief that the number of transistors would continue to double, at the same cost, every two years for the foreseeable future. The subtle detail that is often missed in casual discussions of Moore's Law is that the number of transistors doubles AT THE SAME COST. So the size of a transistor has continually become smaller and less expensive.
This is almost unbelievable insight at a time where we were still four years away from landing on the moon, and we still didn't have the ubiquitous, and almost free, four function handheld electronic calculator.
Moore's Law (Moore's Observation) has been driving the progress in semiconductor technology for the past 50 years, and quite accurately, I might add. The feature size or "node" has been reduced from 10 um (micrometer) for the first commercial microprocessor (4004) to 14nm (nanometer) for the soon to be shipping Broadwell microprocessor. That is a 99.86% reduction in the size of a transistor. The 4004 had 2300 transistors and the Broadwell is expected to have about 1.6 billion transistors. That is almost 700,000 times more transistors than the first microprocessor!

The benefits we enjoy daily have been largely influenced by this miracle. But the subject of the article is that Moore's Law must come to an end.

We are about out of physics, here people. But the ride has been a good one. And this insight, as is mentioned, is truly amazing.

Monday, February 10, 2014

Search Intentionally


So, you want to purchase a business. You are tired of making money for someone else, time to work for yourself.
You have been searching the websites, BizBuySell and BizQuest for sure, and found some potentials, but nothing that quite measured up. 
In my opinion, and after doing this for 20 years, the search for a company to buy is better accomplished by doing it in an intentional, orderly way rather than just haphazardly thinking about what might be out there. A Planned Search. 
I perform these orderly, well-defined searches within the parameters that you set—with a money-back guarantee.  In writing.  All you have to do is tell me that you did not receive the work and the work product that you thought you would receive (we have to agree that I will not be able to find you a company that will pay you a million dollars for an investment of a couple of bucks!) and I will give you your money back.  It costs $5,000 and I spend virtually all that on mailings (my “secret sauce”), in getting the right lists and then massaging the lists to find what we are really looking for.

I have only had one client ask for the money back—I was just starting the campaign for a client in Detroit.  He had experience as a mechanic, knew the trucking business, and I knew of (and continue to know of) a business owned by a fellow who not only drove a truck but also recruited drivers with bad credit and sold them tractor-trailer units that he financed. This entrepreneur was in a special segment of trucking where he controlled all the money so that the driver/owner got a check every two weeks much like he was an employee, but built equity providing security for all parties. 
Sweet, sweet business.  Made a lot of money.  Anyway, before I even got started the fellow who wanted to look...took a job.  The more I talked to him, the more it was obvious that he was better suited to work for somebody than to own a business.  He just didn’t have the passion to succeed.

The second part of the arrangement involves my success fee. I charge a lower fee for a transaction that results from a Planned Search, and you pay me rather than the seller, unlike the more typical arrangement.  The reason for the lower percentage fee is that, in my experience, you will accomplish the purchase of a business if you have made an initial investment in finding one, so I am more likely to not be wasting my time. Because of the quantity of time spent, I only do one or two Planned Searches per year.
Having done this for years and years, I cannot tell you how much the whole business of "avoiding" a commission means to a seller!  They think they are avoiding the commission because you pay it, but of course that is not true.  You factor in the commission to the total price, finance it and the commission is there whether he pays or not.  I can’t prove this, but when you pay the commission, I work for you and I believe I get a much better price than if I were working for the seller. 
I talk about the “secret sauce,” but it is really that I have found a way to find people who want to sell but have not quite figured out how to do it yet.  It is sort of like getting the merchandize as it shows up on the loading dock, not after it has been on the shelf and picked over.

To point out the obvious, our efforts are more often rewarded when we know where we are going, when we plan and when we then execute the plan.