Economic Overview – Third Quarter 2018

U.S. Economic Report – September 30, 2018

Economic Overview – Third Quarter 2018

During the second quarter of 2018, the U.S. economy grew at a feverish 4.2% over the prior quarter. Economic indicators point toward continued economic growth.

Overview of the U.S. Economy

According to the third estimate released by the Bureau of Economic Analysis (BEA), the U.S. economy grew in the second quarter of 2018, with real gross domestic product (GDP) increasing at an annual rate of 4.2%, following a first quarter 2018 increase of 2.2%. The increase in real GDP in the first quarter reflected positive contributions from nonresidential fixed investment, PCE, exports, federal government spending, and state and local government spending that were partly offset by the negative effects from residential fixed investment and private inventory investment.1 This brings the US economy its seventeenth consecutive quarter with positive GDP growth. For comparison, the longest streak of consecutive quarters is thirty-nine, which occurred between 1991 and 2001.

Economic Overview - Third Quarter 2018

Forecasters surveyed by the Federal Reserve Bank of Philadelphia predicted, on average, a 3.0% annual real growth rate for the third quarter of 2018 and 2.8% for the fourth. The forecasters predicted, on average, that real GDP will grow 2.8% in 2018, 2.8% in 2019, 1.8% in 2020, and 1.5% in 2021. The forecast for 2019 is higher than previous estimates, while the forecasts for 2020 and 2021 are lower than previous estimates for the same periods.2

Population

Population growth is an important driver of long-term growth in an economy. The total population increased from 326.3 million in August 2017 to 328.6 million in August 2018. The working age population (15-64) increased from 205.6 million in August 2017 to 206.6 million in September 2018. The elderly population (65+) increased from approximately 50.3 million in August 2017 to 50.6 million in August 2018.

Economic Overview - Third Quarter 2018

The labor force participation rate has not budged in recent years and remains lower than pre-2008 levels. In August 2018, the civilian labor force participation rate was 62.7%. The minimum participation rate in the past decade was 62.3%, recorded in September 2015, while the maximum of 66.4% was recorded in December 2006. This is at least partially explained by the aging population but could be evidence of slack in the labor force.

Economic Overview - Third Quarter 2018

Employment

Nonfarm payroll employment, according to the Bureau of Labor Statistics (BLS), rose by 201,000 in August 2018. The unemployment rate (U3) in August 2018 was unchanged at 3.9%. The BLS reported job gains in professional and business services, health care, wholesale trade, transportation and warehousing, and mining.3 This is slightly below the Federal Open Market Committee (FOMC) participants’ projections of the long-run natural rate of unemployment, which have a range of 4.0 to 4.6%.

Forecasters surveyed by the Federal Reserve Bank of Philadelphia predicted, on average, that the unemployment rate will be 3.9% in 2018, 3.6% in 2019, 3.7% in 2020, and 4.0% in 2021.4

The U6 unemployment rate, which includes all marginally attached workers and those employed part-time for economic reasons, has declined from 8.6% in August 2017 to 7.4% in August 2018. The gap between U3 and U6 has declined from the 10-year high of 7.4% in September 2011 to 3.5% in August 2018.

Economic Overview - Third Quarter 2018

The average number of weeks unemployed has declined to near pre-2008 levels, to 22.6 weeks in August 2018, from 24.3 in August 2017. This is far below the 10-year high of 40.7 weeks in July 2011, and slightly above the 16.5 weeks in March 2008. The number of jobless claims has also been declining. For the week ending September 22, the number of seasonally adjusted jobless claims was 214,000, while for the prior year that number was 258,000.5

Economic Overview - Third Quarter 2018

Inflation

According to the BLS, inflation, as measured by changes in the Consumer Price Index for All Urban Consumers (CPI-U), increased 0.2% in August 2018 on a seasonally adjusted basis. Over the previous 12 months, the all items index increased 2.7% before seasonal adjustment. The index for all items less food and energy rose 2.2% for the twelve-month period ending August 2018. The energy index rose 10.2% over the last year, while the food index increased 1.4%.6 The price pressures measure measures the probability that the personal consumption expenditures price index inflation rate will exceed 2.5% over the next twelve months. This price pressures measure reported a probability of 2.98% in September 2018, which is reasonably low relative to the past five years.7

Forecasters surveyed by the Federal Reserve Bank of Philadelphia predicted, on average, headline CPI inflation to be 2.4% in 2018, 2.3% in 2019, and 2.3% in 2020. Over the next ten years, forecasters expect CPI inflation to average 2.20% annually.8

Economic Overview - Third Quarter 2018

Interest Rates

The interest rate on the three-month Treasury bill increased from 1.04% as of September 29, 2017 to 2.15% as of September 28, 2018.9 The interest rate on the ten-year Treasury note increased from 2.33% as of September 29, 2017 to 3.05% as of September 28, 2018.10

Economic Overview - Third Quarter 2018

On September 26, 2018 the FOMC announced their decision to increase in federal funds target range from 1.75 – 2.0% to 2.0 – 2.25%. This increase was anticipated, and the FOMC also removed the following sentence from their official statement:

The stance of monetary policy remains accommodative, thereby supporting strong labor market conditions and a sustained return to 2 percent inflation.11

The following charts display projections from FOMC officials of the federal funds rate path, as well as the implied projections from federal funds rate futures markets. 12, 13

Economic Overview - Third Quarter 2018

Economic Overview - Third Quarter 2018

President Trump has expressed concern regarding the FOMC’s decisions to increase rates, and following the September 26, 2018 meeting, he said, “Unfortunately, they just raised interest rates, I am not happy about that.”14 The following table below represents the market’s reaction during the lead up to and following the FOMC meeting.

Economic Overview - Third Quarter 2018

As of September 28, 2018, the yields on Moody’s Aaa-rated corporate bonds and Baa-rated corporate bonds were 3.99% and 4.89%, respectively.15

The spread between the twenty-year and the one-year treasury bills declined from 1.32% as of September 29, 2017 to 0.54% as of September 28, 2018.16 A combination of increasing short-term interest rates from federal funds rate hikes and tempered long-term growth expectations have caused the yield curve to flatten in recent years. The spread between long- and short-maturity Treasury securities have long been used as a predictive measure for future economic performance. A recent paper from the Federal Reserve showed that the probability of a near-term recession has increased in recent years.17 However, when additional information was incorporated into their model, such as the excess bond premium,18 the component of corporate bond spreads in excess of an estimate of the compensation for expected default losses, the recession probability was significantly lower.

Economic Overview - Third Quarter 2018

Corporate Profits

According to the BEA, profits from current production (corporate profits with inventory valuation and capital consumption adjustments) increased $65.0 billion in the second quarter of 2018 over the first, compared to an increase of $26.7 billion in the first quarter of 2018 over the fourth quarter of 2017.19

Economic Overview - Third Quarter 2018

Stock Markets

The S&P 500 Total Return20 Index opened at 4,387.96 on September 30, 2017 and closed higher at 5,144.09 on September 30, 2018. This corresponds to an annual return of 17.2%. The Dow Jones Industrial Average Total Return Index opened at 48,051.36 on September 30, 2017 and closed higher at 58,028.52 on September 30, 2018. This corresponds to an annual return of 20.8%. The NASDAQ Composite Total Return Index opened at 7,447.57 on September 30, 2017 and closed higher at 9,322.12 on September 30, 2018.21 This corresponds to an annual return of 25.2%. In the graph below, the June 30, 2017 values were set to 100. Each of these indices is near their all-time highs.

Economic Overview - Third Quarter 2018

Construction & Housing Starts

Construction spending and housing starts are two other important indicators for the economy. Construction spending may indicate the sentiment in real estate markets and the soundness of the economy, while housing starts are an alternative indicator of consumer sentiment. Increases in demand for newly-constructed homes can lead to job growth in the construction industry, increased demand for appliances and furniture, and can have a ripple effect throughout the economy. Housing starts increased from 1,185 thousand units in July 2017 to 1,174 thousand units in July 2018.22 Construction spending, a seasonally adjusted annual rate, increased from $1,242,806 million in July 2017 to $1,315,441 million in July 2018.23

Economic Overview - Third Quarter 2018

Consumer Confidence

The Conference Board reported that the Consumer Confidence Index increased in September 2018 to 138.4, up from 134.7 in August 2018.24 The index is based on a survey of consumer perceptions of present economic conditions and expectations of future conditions. The survey is based on a representative sample of 5,000 U.S. households and is considered a leading indicator of future consumer expenditures and economic activity.

The University of Michigan Survey of Consumers reported that the Index of Consumer Sentiment increased in September 2018 to 100.1, up from 96.2 in August 2018 and 95.1 in September 2017.25 The index is based on a survey of consumer perceptions of present economic conditions and expectations of future conditions. The survey is based on a sample of 500 phone interviews consisting of 50 core questions are conducted across the continental U.S. This is considered a leading indicator of future consumer expenditures and economic activity.

According to Surveys of Consumers chief economist, Richard Curtin, the primary driver for the September gain was among households with incomes in the bottom third, whose index value was the highest since November 2000. On the contrary, the index for households with incomes in the top third fell 8.1% during the past seven months. Concerns over the negative impacts of tariffs were cited by nearly one-third of all consumers in September.

Economic Overview - Third Quarter 2018

Conclusion

In conclusion, the economy continued to perform well in the second quarter of 2018. Economic growth exceeded expectations, reaching over 4% annualized growth for the first time since quarter three of 2014. Inflation has been modest while unemployment remains low, hovering around FOMC participants’ projections of the natural rate of unemployment. Equities markets have been performing exceptionally well, near all-time highs, and both consumer and investor sentiment remains optimistic. Threats to the economy include potential ramifications from rising tariffs, the impact of the Federal Reserve’s decision to increase the federal funds rate, and political instability as we approach the midterm elections.

The following table displays a summary of the economic indicators, their performance over the past year, and whether this is viewed as a positive or negative sign for the economy at large. The leading, lagging, and coincident indices were obtained from The Conference Board.

Economic Overview - Third Quarter 2018

1. U.S. Department of Commerce, Bureau of Economic Analysis, Gross Domestic Product: Second Quarter 2018 (Third Estimate), September 27, 2018

2. Federal Reserve Bank of Philadelphia, Third Quarter 2018 Survey of Professional Forecasters, August 10, 2018

3. United States Department of Labor, Bureau of Labor Statistics, The Employment Situation: August 2018, September 7, 2018

4. Federal Reserve Bank of Philadelphia, Second Quarter 2018 Survey of Professional Forecasters, August 10, 2018

5. United States Department of Labor, Bureau of Labor Statistics, Unemployment Insurance Weekly Claims, September 27, 2018

6. United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index: August 2018, September 13, 2018

7. Federal Reserve Bank of St. Louis, Federal Reserve Economic Data, Series: STLPPM, Price Pressures Measure, last accessed October 1, 2018

8. Federal Reserve Bank of Philadelphia, Third Quarter 2018 Survey of Professional Forecasters, August 10, 2018

9. Federal Reserve Bank of St. Louis, Federal Reserve Economic Data, Series: DTB3MS, 3-Month Treasury Bill: Secondary Market Rate, last accessed October 1, 2018

10. Federal Reserve Bank of St. Louis, Federal Reserve Economic Data, Series: DGS10, 10-Year Treasury Constant Maturity Rate, last accessed October 1, 2018

11. Wall Street Journal, Fed Statement Tracker, https://projects.wsj.com/fed-statement-tracker-embed/

12. Federal Open Market Committee, Summary of Economic Projections, September 26, 2018

13. Federal Reserve Bank of Atlanta, Market Probability Tracker, last accessed September 27, 2018

14. USA Today, “Why Trump’s Fed-bashing is bad for the economy,” September 26, 2018

15. Federal Reserve Bank of St. Louis, Federal Reserve Economic Data, Series: DAAA, Moody’s Seasoned Aaa Corporate Bond Yield©, Series: DBAA, Moody’s Seasoned Baa Corporate Bond Yield©, last accessed October 1, 2018

16. U.S. Department of the Treasury, Daily Treasury Yield Curve Rates, last accessed October 1, 2018

17. Johansson, Peter, and Andrew Meldrum (2018). “Predicting Recession Probabilities Using the Slope of the Yield Curve,” FEDS Notes. Washington: Board of Governors of the Federal Reserve System, March 1, 2018, https://doi.org/10.17016/2380-7172.2146

18. Gilchrist, S., and E. Zakrajšek (2012), “Credit Spreads and Business Cycle Fluctuations,” American Economic Review 102(4), pp. 1692-1720

19. U.S. Department of Commerce, Bureau of Economic Analysis, Corporate Profits: Second Quarter 2018, September 27, 2018

20. Total return indices include returns from both income and capital gains

21. S&P Capital IQ Database, last accessed October 1, 2018

22. Federal Reserve Bank of St. Louis, Federal Reserve Economic Data, Series: HOUST, Housing Starts, last accessed October 1, 2018

23. Federal Reserve Bank of St. Louis, Federal Reserve Economic Data, Series: TTLCONS, Total Construction Spending, Seasonally Adjusted Annual Rate, last accessed October 1, 2018

24. The Conference Board, Consumer Confidence Index, September 25, 2018

25. University of Michigan, Surveys of Consumers, September 2018

For more information, contact:

Marty Hanan is the founder and President of ValueScope, Inc., a valuation and financial advisory firm that specializes in valuing assets and businesses and in helping business owners in business transactions and estate planning.  Mr. Hanan is a Chartered Financial Analyst and has a B.S. Electrical Engineering from the University of Illinois and an MBA from Loyola University of Chicago.

 

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Economic Overview – First Quarter 2018

Overview of the U.S. Economy

Economic Overview – First Quarter 2018

According to the third estimate released by the Bureau of Economic Analysis (BEA), the U.S. economy grew in the fourth quarter of 2017, with real gross domestic product (GDP) increasing at an annual rate of 2.9%, following a third quarter increase of 3.2%. The increase in real GDP in the fourth quarter reflected positive contributions from personal consumption expenditures, nonresidential fixed investment, exports, residential fixed investment, state and local government spending, and federal government spending that were partly offset by a negative contribution from private inventory investment.

Forecasters surveyed by the Federal Reserve Bank of Philadelphia predicted, on average, a 3.0% annual real growth rate for the first quarter of 2018 and 2.9% for the second quarter of 2018. The forecasters predicted, on average, that real GDP will grow 2.8% in 2018, 2.5% in 2019, 2.0% in 2020, and 1.7% in 2021. The forecasts for 2018, 2019, and 2020 are higher than previous estimates for the same periods.

Employment

Nonfarm payroll employment, according to the Bureau of Labor Statistics (BLS), rose by 313,000 in February 2018. The unemployment rate in February 2018 was 4.1%. The BLS reported job gains in construction, retail trade, professional and business services, manufacturing, financial activities, and mining.

Forecasters surveyed by the Federal Reserve Bank of Philadelphia predicted, on average, that the unemployment rate will be 4.0% in 2018, 3.8% in 2019, 3.9% in 2020, and 4.0% in 2021.

Inflation

According to the BLS, inflation, as measured by changes in the Consumer Price Index for All Urban Consumers (CPI-U), increased 0.2% in February 2018 on a seasonally adjusted basis. Over the previous 12 months, the all items index increased 2.2% before seasonal adjustment. The index for all items less food and energy rose 1.8% for the twelve-month period ending January 2018. The energy index rose 7.7% over the last year, while the food index increased 1.4%. Forecasters surveyed by the Federal Reserve Bank of Philadelphia predicted, on average, inflation is expected to be 2.1% in 2018, 2.2% in 2019, and 2.3% in 2020. Over the next ten years, forecasters expect CPI inflation to average 2.25% annually.

Interest Rates

The interest rate on the three-month Treasury bill increased from 0.75% as of March 31, 2017 to 1.70% as of March 31, 2018. The interest rate on the ten-year Treasury note increased from 2.40% as of March 31, 2017 to 2.74% as of March 31, 2018.

Economic Overview - First Quarter 2018

As of March 31, 2018, the yields on Moody’s Aaa-rated corporate bonds and Baa-rated corporate bonds were 3.77% and 4.59%, respectively.

Yield Curve

The spread between the thirty-year and the one-year treasury bills declined from 1.99% as of March 31, 2017 to 0.88% as of March 31, 2018.

Economic Overview - First Quarter 2018

Corporate Profits

According to the BEA, profits from current production (corporate profits with inventory valuation and capital consumption adjustments) decreased $1.1 billion in the fourth quarter over the third, in contrast to an increase of $90.2 billion in the third quarter over the second quarter.

Economic Overview - First Quarter 2018

Stock Markets

The S&P 500 Total Return Index opened at 4,086.29 on March 31, 2017 and closed higher at 4,630.64 on March 31, 2018. This corresponds to an annual return of 13.3%. The NASDAQ Composite Total Return Index opened at 6,741.02 on March 31, 2017 and closed higher at 8,140.57 on March 31, 2018. This corresponds to an annual return of 20.8%. The Dow Jones Industrial Average Total Return Index opened at 43,779.79 on March 31, 2017 and closed higher at 52,270.30 on March 31, 2018. This corresponds to an annual return of 19.4%. In the graph below, the March 31, 2017 values were set to 100.

Economic Overview - First Quarter 2018

Consumer Confidence

The Conference Board reported that the Consumer Confidence Index decreased in March 2018 to 127.7, down from 130.0 in February 2018.The index is based on a survey of consumer perceptions of present economic conditions and expectations of future conditions. The survey is based on a representative sample of 5,000 U.S. households and is considered a leading indicator of future consumer expenditures and economic activity.

The University of Michigan Survey of Consumers reported that the Index of Consumer Sentiment increased in March 2018 to 101.4, up from 99.7 in February 2018 and 96.9 in March 2017. The index is based on a survey of consumer perceptions of present economic conditions and expectations of future conditions. The survey is based on a sample of 500 phone interviews consisting of 50 core questions are conducted across the continental U.S. This is considered a leading indicator of future consumer expenditures and economic activity.

Economic Overview - First Quarter 2018

 

For more information, contact:

Marty Hanan is the founder and President of ValueScope, Inc., a valuation and financial advisory firm that specializes in valuing assets and businesses and in helping business owners in business transactions and estate planning.  Mr. Hanan is a Chartered Financial Analyst and has a B.S. Electrical Engineering from the University of Illinois and an MBA from Loyola University of Chicago.

If you liked this blog you may enjoy reading some of our other blogs here.

$400 Million Valuation Error – SolarCity Sale to Tesla

Tesla SolarCity Valuation Error

What’s a $400 Million Valuation Error Between Friends?

Tesla Solarcity Valuation Error

The Issue

Lazard, the investment bank that advised SolarCity on its $2.6 billion sale to Tesla Motors, made an error in its analysis that discounted the value of the U.S. solar energy company by $400 million, according to a regulatory filing by Tesla.1

Lazard’s original analysis for SolarCity, presented to the Special Committee appointed by its Board of Directors on July 29th, indicated an equity value of between $14.75 and $34.00 per share, as compared to the stock’s closing price of $26.70 on the same day.

However, on August 18th, Lazard discovered and corrected a “computational error” where it double-counted some of the company’s projected indebtedness, according to Tesla’s filing with the U.S. Securities and Exchange Commission.  This was the result of an error “in certain SolarCity spreadsheets setting forth SolarCity’s financial information that Lazard used in its discounted cash flow valuation analyses,” according to the filing.  Lazard revised the valuation range based on its discounted cash flow model to $18.75 to $37.75 per share, approximately $4.00 per share higher.

Tesla Solarcity Valuation Error

Background

Tesla Solarcity Valuation Error

Tesla and SolarCity had a potential conflict in that Elon Musk is the CEO of Tesla and largest shareholder in both companies.  Also, SolarCity’s CEO, Lyndon Rive, is Musk’s first cousin.  This gave concern to SolarCity’s Board and shareholders that the merger of the two companies could create potential synergies for Tesla shareholders, as opposed to those of SolarCity.

The most obvious potential synergies between the two companies involve their vertical integration along the supply chain.  SolarCity’s solar panels, a source of “green energy,” could provide fuel for Tesla’s battery-powered vehicles.  Alternatively, Tesla’s advanced battery technology could extend the usefulness of solar power, storing the energy produced during the day for use at night and thus helping more buyers of solar panels to “get off the grid”.  This could end their reliance on traditional sources of fossil-fueled electricity and future rate increases, an option very popular with retired customers.

Investment Overlap

Tesla Solarcity Valuation Error

Many institutional investors also had large ownership positions in both companies.

Therefore, SolarCity went out of its way to create processes and structures, including a special board committee at SolarCity, aimed at alleviating concerns that Musk used his influence to force the two companies into a deal.2  Part of this process of exercising appropriate corporate governance was to hire independent and competent outside advisors, in this case, Lazard.  After Lazard disclosed its $400 million mistake, undervaluing SolarCity shares by approximately $4.00 per share, Tesla, who offered about $25 per share, apparently did not care.

Tesla said learning of Lazard’s mistake would not have changed their proposal, as they had not included the error in their own calculations.  However, it could have definitely changed SolarCity’s acceptance of, or counter to, Tesla’s offer.  In our opinion, most SolarCity shareholders would consider $4.00 per share of additional value on a $25 stock to be very material, an approximate 16% premium.  Still, it’s not too late for SolarCity to hold out for a higher offer – it has until September 14 to actively seek other acquisition proposals, at which time the so-called go-shop period stipulated in the merger agreement ends.  Additionally, SolarCity was reportedly considering multiple other offers.3

Impact of Lazard’s $400 Million Error

One impact of the announced error is that the “merger spread” between Tesla and SolarCity has tripled in the last two weeks.  Tesla’s offer was based on an exchange ratio of 0.11 shares of Tesla stock for each share of SolarCity stock.  The merger spread refers to the difference between the daily value of SolarCity’s stock as compared to the price expected based on the announced merger, a function of the value of Tesla’s stock price.

This could indicate that investors might be predicting the merger will fail, but that’s not the only possibility.  The action could also indicate an expected proxy vote against Tesla.  The merger deal has generated criticism against Tesla CEO Elon Musk, with critics saying he is using the high-flying stock of the electric car company to bail out the solar energy company.

Wall Street analysts

Wall Street analysts have said the deal makes little sense, given that both companies need to raise significant amounts of capital to fund their future growth expectations.  SolarCity’s cash requirements will be a drain on the electric car maker, which requires significant additional investment to meet its ambitious Model 3 production plans.

Both Tesla and SolarCity stock began dropping immediately after the $2.6 billion all-stock merger was announced August 1, and the merger spread hovered below 5 percent for several weeks, indicating a substantial likelihood of completion.

Tesla Solarcity Valuation Error

But in the last two weeks, since the announcement of Lazard’s valuation error, the spread has more than tripled to 17.7 percent, as shown in the graph above.4

Both companies’ shareholders are expected to vote in October.  Musk has indicated that he will not vote his Tesla shares on the merger due to his conflict of interest.

The most logical explanation of the spread increase is that arbitrageurs no longer believe the deal will go through.  Perhaps investors are having second thoughts because a recent S-4 filing indicates a possible cash crunch, with holders of $422 million in convertible notes asking for their money back.

ValueScope Best Practices: Preventing These Types of Errors

Tesla Solarcity Valuation Error

Start with the End in Mind

Valuation professionals and their teams must adequately plan and supervise valuation engagements.  Also, regardless of the purpose of an engagement, accepted valuation standards require financial analysts to follow accepted valuation procedures.  The working paper file is a record of the independent advisor having followed appropriate procedures and standards.

The Devil is in the Details

Professional valuation tools may come in the form of purchased software or internally developed spreadsheets and templates.  As noted by Lazard, their errors were discovered weeks after they communicated their results to the Special Committee, in spreadsheets that they relied upon from SolarCity.

It has been our experience that most seasoned practitioners and valuation analysts create their own valuation models.  Internally developed tools allow the practitioner to incorporate advances in financial analysis techniques, build in new sources of data, and to take advantage of industry expertise.

However, it is critical to complete a thorough “math check” of computations by a suitably experienced colleague or peer.

Discounted Cash Flow Dilemmas

The discounted cash flow method estimates value on the basis of future cash flows over an investment horizon using empirical market data, macroeconomic and industry evidence, and the underlying fundamental trends for the subject company.  The DCF method then applies a present value discount rate, known as the required rate of return on investment, to the projected future cash flows, which results in an estimation of the net present value of a series of cash flows.

While simple in basic concept, the application of the discounted economic income method provides virtually limitless opportunities for errors.

The following are a few of the common errors that we have seen in others’ valuations that should have been caught and corrected during a proper review:

Connon Errors

  • Mismatching the Discount Rate with the Economic Income Measure
    • The most common error in the application of the income approach is using a discount rate that is not appropriate for the definition of economic income being discounted or capitalized.
  • Using a “Safe” Rate to Discount a Risky Return to a Present Value
    • While not the most common error, this certainly is one of the most egregious. Some analysts have even erroneously discounted a highly risky series of projected economic cash flows using the Treasury bill rate, or worse, the projected rate of inflation!
  • Proper Consideration of Income Taxes
    • Although many valuations deal with partnerships, S-Corps, and other “pass-through entities”, investors make decisions based on after-tax cash flows.
    • It is implicit that the market return data represents returns after corporate taxes but before personal taxes.
  • Applying a Levered Equity Discount Rate to a Debt-Free Earnings Stream, or Applying a WACC to an Equity Cash Flow Stream.
    • Net cash flows to equity (after interest) should be discounted at the cost of equity.
    • Net cash flow to invested capital (debt-free) should be discounted at WACC.
    • Confusing these two concepts mismatches the cash flows and the discount rates.
  • Actual Debt Rate in the WACC
    • A common error is to use a cost of debt that is incompatible with the capital structure assumed in the WACC.
    • If a company is highly levered, it may have very high borrowing costs.
    • In the valuation, however, the analyst may be using a much lower leverage in the WACC weightings, either because the company is undergoing a reorganization of its balance sheet or because an industry-average degree of leverage is appropriate for the purpose at hand. In such a case, the analyst should use a rate of interest appropriate for the lower leverage assumed in the analysis, rather than the company’s actual “high yield” rate.
    • This is analogous to the reasoning behind “relevering” beta to the assumed capital structure for determining the required return on equity using CAPM.
  • Projecting Growth Beyond What the Future Capital Being Invested Will Support
    • As businesses grow, they typically need additional capital expenditures and working capital to support the increased level of operations.
    • One of the advantages of using net cash flow as the prospective economic income measure is that it forces the analyst to explicitly consider these needs.
  • Projecting That Extrapolation of the Recent Past Represents the Best Estimate of Future Results
    • All economic, financial, and regulatory literature makes it clear that valuation is a function of expected prospective economic income.
    • The past history is relevant only to the extent that it may, in some cases, provide useful guidance in projecting future economic income.
    • Many “projections” are nothing more than a statistical extrapolation of past results, with no analysis of the extent to which the forces generating future economic income will or will not duplicate the recent past.

Avoiding Valuation Myopia

Tesla Solarcity Valuation Error

A key benefit of a robust review process is that “different eyes see different things”.  These benefits are magnified when the reviewers also have different backgrounds and expertise.  For instance, at ValueScope our two Ph.D.’s might see and suggest different points than would one of our four petroleum, mechanical, or electrical engineers on staff.  Likewise, having one of our three certified public accounts review the work may bring to light consideration of recent tax law or financial reporting required changes.  Our Chartered Financial Analysts (CFA’s) provide the analytical expertise for consideration of equities, debt securities, and derivatives.

While any review adds some value, a multi-disciplined review can add additional insights, increasing the accuracy and credibility of a valuation.  Although no one is perfect, math checks and quality reviews help to catch errors like those recently announced by Lazard.

Why ValueScope?

Tesla Solarcity Valuation ErrorValueScope is a leader in the application of financial and economic analysis for measurement of value, litigation support, and aiding growth of shareholder value.  Conveniently located between Dallas and Fort Worth, our firm’s single focus is providing quality business valuation and appraisal services.

ValueScope’s professionals have the experience and credentials to support key valuation positions for:

  • transactions,
  • financial reporting,
  • commercial bankruptcy,
  • litigation support, and
  • income, gift, and estate tax matters.

All of our Principals have given expert testimony in US Tax Courts, Federal, State, and County courts.  In addition to large and middle market companies, we have the experience and insights from working with the Internal Revenue Service and the Department of Justice.  This provides a strong base to develop expert opinions of value and economic damages that are credible and supportable to triers of fact.

Notes:

1 – Tesla Motors, Inc. Form S-4 Registration Statement

2 – CNBC Article, August 31, 2016, Reuters

3 – Fortune.com, 5 Things We Just Learned About the Tesla-SolarCity Deal, Jen Wieczner, August 31, 2016

4 – Seeking Alpha, Why the Tesla-SolarCity Merger Spread is Rising, September 6, 2016


Tags: Tesla SolarCity Valuation Error

For more information, contact:

Gregory E. Scheig

PRINCIPAL
gscheig@valuescopeinc.com

 

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Simple Analysis is Never a Solution in Valuing Complex Derivative Securities

Valuing Complex Derivative SecuritiesValuing Complex Derivative Securities

Even though private equity fund managers are in the business of sourcing and investing daunting amounts of money into a variety of private companies, their mindset often resembles that of the businesses in which they invest. In their 2015 Annual US PE Fund breakdown, Pitchbook identified the average size of a PE firm in 2015 was $177,000,000. Assuming a pretty standard annual management fee of 2%, the fund manager of an average PE fund in 2015 “earned” $3,540,000 of revenue from management fees…and probably close to $0 in free cash flow. This is because they spend their revenue like most small businesses; on human resources, rent, travel & entertainment, infrastructure, capital formation with potential investors, and marketing to potential portfolio companies.

PE Fund managers typically don’t achieve “free cash flow” until they begin to harvest their portfolio company investments 5-10 years into their fund’s lifespan. On top of that, unlike most business owners, they typically don’t get to participate in the profits of their labor until their investors first recover a preferred annual return somewhere in the neighborhood of 8%. Said differently, on a $177,000,000 fund, they have to return $14,160,000 per year before they can participate in the incremental profits of the fund! For a $177,000,000 fund, that’s about $70 million over 5 years!

While the image of a “vulture” private equity firm descending upon the salt-of-the-earth family-run enterprise has become ingrained in pop culture and the political discourse, the fact is that the vast majority of private equity firms are run just like small businesses too. Entrepreneurs should keep this in mind the next time a Private Equity fund contacts them about a prospective growth investment or buy-out.


Tags: Valuing Complex Derivative Securities

Dr. Scott Hakala has extensive practical knowledge of finance, economics, statistics, and business valuation theory. His expertise includes: corporate finance, restructuring and cost of capital; the valuation of securities and business interests (transactions, mergers, acquisitions, fairness opinions); the valuation of intangible assets (patents, trademarks); analysis of publicly traded securities (insider trading studies, trading analyses, event analyses, materiality, damages in securities litigation); expert testimony and economic loss analyses (commercial litigation); wage and compensation determination (reasonable compensation studies, lost personal income, wrongful termination); transfer pricing; derivative securities (options pricing and valuation); and antitrust and industry structure, strategic pricing, marketing and cost allocation analyses.

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Are most Private Equity fund managers small business owners too?

Private Equity Fund Managers Small Business OwnersPrivate Equity Fund Managers Small Business Owners?

Even though private equity fund managers are in the business of sourcing and investing daunting amounts of money into a variety of private companies, their mindset often resembles that of the businesses in which they invest. In their 2015 Annual US PE Fund breakdown, Pitchbook identified the average size of a PE firm in 2015 was $177,000,000. Assuming a pretty standard annual management fee of 2%, the fund manager of an average PE fund in 2015 “earned” $3,540,000 of revenue from management fees…and probably close to $0 in free cash flow. This is because they spend their revenue like most small businesses; on human resources, rent, travel & entertainment, infrastructure, capital formation with potential investors, and marketing to potential portfolio companies.

PE Fund managers typically don’t achieve “free cash flow” until they begin to harvest their portfolio company investments 5-10 years into their fund’s lifespan. On top of that, unlike most business owners, they typically don’t get to participate in the profits of their labor until their investors first recover a preferred annual return somewhere in the neighborhood of 8%. Said differently, on a $177,000,000 fund, they have to return $14,160,000 per year before they can participate in the incremental profits of the fund! For a $177,000,000 fund, that’s about $70 million over 5 years!

While the image of a “vulture” private equity firm descending upon the salt-of-the-earth family-run enterprise has become ingrained in pop culture and the political discourse, the fact is that the vast majority of private equity firms are run just like small businesses too. Entrepreneurs should keep this in mind the next time a Private Equity fund contacts them about a prospective growth investment or buy-out.

Christopher C. Lucas, CFA, CPA

PRINCIPAL
clucas@valuescopeinc.com
Full Bio →

 

Next Commercial Credit Bust to be Softened by 2013 Leveraged Lending Guidance

Several quarters remain before bankruptcy attorneys return to high employment. However, weakness in specific sectors should provide an increased flow of near term bankruptcy activity.

Summary of 2015 Shared National Credit Review[1],[2]

In 2013, bank regulatory agencies (the “Regulators”) released the Interagency Guidance on Leveraged Lending (the “Guidance”) intended to curtail perceived excesses in bank lending practices. One of the most impactful elements of the Guidance was the rule that banks should not make “non-pass” loans. The Guidance defined “pass” loans as loans in which the borrower demonstrated the ability to repay all of its senior debt and one-half of its total debt in a five to seven year period.
The Guidance initially proved confusing and banks did not immediately adopt its recommendations to the Regulators’ satisfaction. After the Regulators criticized banks for non-compliance in the 2014 Shared National Credit Review (the 2014 “SNC Review”), banks appear to have gotten the message. After the 2015 SNC Review, Comptroller of the Currency Thomas Curry stated, “[T]he 2015 SNC Review found lower levels of leverage and improved repayment capacity in bank leveraged loan portfolios.”
Statistics compiled by the Loan Syndications and Trading Association shown in the charts below support the findings of the 2015 SNC Review.

Commercial Credit Bust

Footnotes

[1] Coffey, Meredith, “SNC: Banks Complying With LLG Rules… But SNC Suggests Rules Might Change”, November 2015; Loan Syndication and Trading Website at http://www.lsta.org/news-and-resources/news/1/snc-banks-complying-with-llg-rules-but-snc-suggests-rules-might-change

[2] Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency, Shared National Credits Program 2015 Review, November, 2015 at http://www.occ.treas.gov/news-issuances/news-releases/2015/nr-ia-2015-149a.pdf

Christopher C. Lucas, CFA, CPA

PRINCIPAL
clucas@valuescopeinc.com
Full Bio →

 

Quarterly Economic Outlook: or when will bankruptcy attorneys get busy again?

Several quarters remain before bankruptcy attorneys return to high employment. However, weakness in specific sectors should provide an increased flow of near term bankruptcy activity.

Economic Outlook – Bankruptcy Attorneys

The current economic expansion is aging, but is likely to continue for several more quarters. The charts below provide insight into the economic outlook for the remaining duration of the current economic expansion.

Majority of Evidence – Signs of Stability

Economic Outlook - Bankruptcy Attorneys
Source: united states department of economic analysis at http://www. Bea. Gov/national/

The chart above illustrates our progress through the current business cycle and the length of the prior two cycles. The expansion in the 1990’s remains the longest in US history. The chart above indicates that real GDP growth for the four quarters ending June 2015 averaged a healthy 2.7%.

Economic Outlook - Bankruptcy Attorneys
Source: united states bureau of labor statistics at http://data. Bls. Gov/timeseries/lns14000000

Unemployment remains low (see chart above), while inflation remains under control (see chart below).

Economic Outlook - Bankruptcy Attorneys
Source: federal reserve bank of minneapolis at https://www. Minneapolisfed. Org/community/teaching-aids/cpi-calculator-information/consumer-price-index-and-inflation-rates-1913; note that the fed has targeted a 2. 0% inflation rate in recent years

The strong US dollar, weak oil and commodity prices and weak global growth are the primary contributors to today’s low inflation rate. Low inflation has allowed the Federal Reserve (the “Fed”) to leave the fed funds rate close to 0% for seven years.

Economic Outlook - Bankruptcy Attorneys
Source: united states federal reserve board at http://www. Federalreserve. Gov/releases/h15/data. Htm

The chart below shows the Fed raised the fed funds rate to fight inflation before each of the last two recessions. In this chart, corporate earnings are a proxy for economic growth. The Fed has not begun the tightening cycle which precedes business contractions.

Economic Outlook - Bankruptcy Attorneys
Correlation between corporate earnings and fed funds rate

The yield curve remains a reliable predictor of the approach of the end of economic expansions.

Economic Outlook - Bankruptcy Attorneys
Source: m. G. J, “the imf urges the fed to delay a rate rise”, the economist, september 3, 2015

The yield curve represents the yield on US Treasury obligations of various maturities. The Fed raises short-term interest rates to reduce the current inflation rate. This effort consistently results in a circumstance where short-term rates rise to yields considered appropriate for long-term Treasury bonds in the final stages of economic expansions.

Minority of Evidence – Signs of Instability

The weak global economy has resulted in weak commodity prices, particularly weak oil prices.

Quarterly Economic Outlook: Or When Will Bankruptcy Attorneys Get Busy Again?
Source: us energy information administration at http://www. Eia. Gov/dnav/pet/pet_pri_spt_s1_d. Htm

The weakness in oil prices has caused corporate earnings weakness for the last three quarters.

Economic Outlook - Bankruptcy Attorneys
Source: standard & poors corporation https://us. Spindices. Com/search/? Query-s%26p+500+earnings&search=go&search=go – “index earnings”

In the manufacturing sector, growth has almost slowed to contraction.

Economic Outlook - Bankruptcy Attorneys
Source: national association of purchasing managers – manufacturers’ purchasing managers’ index

Energy sector weakness has a negative impact on companies that borrowed heavily when oil prices were expected to remain high.

Increasing distress in the energy sector has caused yields on syndicated loans to increase 100 basis points from May 2015.

Economic Outlook - Bankruptcy Attorneys
Source: yield on leveraged loan 100 index at http://www. Leveragedloan. Com

Similarly, more than $5.2 billion in funds have been removed from the loan market since mid-July.

Economic Outlook - Bankruptcy Attorneys
Source: funds flow from syndicated loan market at http://www. Leveragedloan. Com

Conclusion

Several quarters remain before bankruptcy attorneys return to high employment. However, weakness in specific sectors should provide an increased flow of near term bankruptcy activity.

Footnotes

[1] Source: United States Department of Economic Analysis at http://www.bea.gov/national/

[2] Source: United States Bureau of Labor Statistics at http://data.bls.gov/timeseries/LNS14000000

[3] Source: Federal Reserve Bank of Minneapolis at https://www.minneapolisfed.org/community/teaching-aids/cpi-calculator-information/consumer-price-index-and-inflation-rates-1913; note that the Fed has targeted a 2.0% inflation rate in recent years

[4] Source: United States Federal Reserve Board at http://www.federalreserve.gov/releases/h15/data.htm

[5] Source: Standard & Poors Corporation at http://us.spindices.com/search/?query-S%26P+500+earnings&Search=GO&Search=GO – “Index Earnings” spreadsheet, Quarterly Data tab

[6] Source: United States Federal Reserve Board at http://www.federalreserve.gov/releases/h15

[7] Source: M.G.J, “The IMF Urges the Fed to delay a rate rise”, The Economist, September 3, 2015

[8] Ibid

[9] Source: US Energy Information Administration at http://www.eia.gov/dnav/pet/pet_pri_spt_s1_d.htm

[10] Source: Standard & Poors Corporation at http://us.spindices.com/search/?query-S%26P+500+earnings&Search=GO&Search=GO – “Index Earnings” spreadsheet, Quarterly Data tab

[11] Source: National Association of Purchasing Managers – Manufacturers’ Purchasing Managers’ Index

[12] Source: Kakouris, Rachelle, “Oil & Gas Cos Could See 40% Decline in Borrowing Base – Survey”, September 23, 2015 at www.leveragedloan.com/category/distressed-debt/

[13] Source: Yield on Leveraged Loan 100 Index at http://www.leveragedloan.com

[14] Source: Funds flow from syndicated loan market at http://www.leveragedloan.com

Christopher C. Lucas, CFA, CPA

PRINCIPAL
clucas@valuescopeinc.com
Full Bio →

 

Fed’s Dudley Says U.S. on Track for 2015 Interest-Rate Increase

Sept 2015 Interest Rate Increase

http://www.bloomberg.com/news/articles/2015-09-28/fed-s-dudley-says-u-s-on-track-for-2015-interest-rate-increase

Sept 2015 Interest Rate Increase“The economy is doing pretty well,” Dudley said Monday at an event hosted by the Wall Street Journal in New York. “My expectation is that we probably will raise interest rates later this year.”

Dudley said he expected growth in the second half will be a little bit weaker than in the first half, when the U.S. grew around 2.25 percent on an annualized basis.

Concern over the outlook for the world’s second-largest economy have roiled financial markets since China’s surprise currency devaluation on Aug. 11. Investors have reduced their bets the Fed would act at one of its two remaining FOMC meetings this year and saw a 40 percent probability of a move by the Dec. 15-16 FOMC, down from 49 percent on Sept. 21.

Christopher C. Lucas, CFA, CPA

PRINCIPAL
clucas@valuescopeinc.com
Full Bio →