A Sovereign Ratings Downgrade for the US? End of the world or bump in the road?

It is a sign of the times that a blog such as mine,  dedicated to micro questions (on corporate finance and valuation), is bogged down on the macro question of sovereign default and its consequences. But there is no getting around the fact that corporations and investors will spend the next week focused on the circus in Washington DC and not on their core businesses. So, let's ask the key questions: What is it that investors fear will happen next week? And what if those fears become reality?

1. Default: Perception versus Reality
The US will not default next week or in the near future, even if there is no debt ceiling legislation passed by August 2. However, the damage has already have been done. The perception that an entity will not default is built not only on the resources controlled by the entity but on the faith that it will always find a way to use these resources to pay its bondholders. Once investors begin debating whether a borrower will default, the faith has been shaken and like Humpty Dumpty, it cannot be put together again.
Bottom line: Investors now perceive the US government as being capable of defaulting on their debt. That will not change, no matter what happens over the next week.

2. Sovereign Ratings and Default
I don't envy the ratings agency that is the first to downgrade the United States, since I am sure that abuse will be heaped on it.  But the critics miss a key point. Ratings agencies have more in common with politicians than you may realize: specifically, they are more likely to be followers than leaders. Investors have already starting building in a "default spread" (to cover the likelihood of default) into market prices. While backing this spread out of the treasury bond rate may be difficult to do, it is visible in the Credit Default Swap (CDS) market, where the price for insuring against default on the US treasury has risen over the last few months:

There does seem to be a disconnect between the two markets, with the T.Bond rate decreasing as the default spread in the CDS market rises; you would expect the two to move together. There are a couple of interpretations. The first is that these markets attract different investors, with the nervous nellies (and default risk speculators) going into the CDS market and the oblivious rest holding treasury bonds. The second (and more likely explanation) is that there is information in both markets: the CDS market, for all its faults, is signaling that the default risk in the US Treasury has risen (by about 0.25% over the year) and the the treasury bond market is indicating slower economic growth (and thus lower real interest rates) in the future.
Bottom line: The market has already downgraded the implicit sovereign rating for the United States. An explicit ratings downgrade will still have an effect on bond prices/rates but it will not be a surprise when it does happen.

3. What next?
So, let's assume that the worst comes to pass. Deadlock persists in the DC or is resolved in an unsatisfactory plan. Standard & Poors and/or Moody's downgrades the United States from AAA to AA. Then what?
a. Treasury bond rate: The expectation among many experts is that a downgrade will lead to a surge in treasury bond rates. Given my earlier assertion that a downgrade, if it does occur, will not be a complete surprise to many investors, I don't anticipate a surge in the treasury bond rate, or at least a sustainable one. To make my case, let me break down the treasury bond rate into three components:
 T. Bond rate = Expected Inflation + Expected riskfree real interest rate + Expected default spread
If the treasury bond rate already includes a default spread, the day of the downgrade will be ugly for the bond market, with high volatility and big losses for impulsive traders, but I would not be surprised to see treasury bond rates return to pre-downgrade levels within a few weeks. If the ratings change is truly a complete surprise, then the treasury bond market will reflect substantial losses to bondholders on the day of the ratings change.
Bottom line: My expectation is that the treasury bond rate will rise on the downgrade day but not by as much as experts seem to think.

b. Riskfree rate: If the treasury bond rate does have a default spread component, there is a longer term consequence. For decades, when valuing companies in US dollars, we have used the treasury bond rate as the riskfree rate. That practice will no longer hold and the riskfree rate in US dollars will have to be estimated:
Riskfree rate in US dollars = Treasury bond rate - Default spread for the US government
Thus, if the sovereign rating for the US drops to AA+ (with a default spread of 0.25%) and the treasury bond rate is 3.25%, the risk free rate in US dollars will be 3%:
Risk free rate = 3.25% - 0.25% = 3%
A few months ago I posted on a paper that I wrote last year titled "What if nothing is risk free?", a question that no longer sounds hypothetical, but I examine practical ways in which risk free rates can be estimated when sovereign issuers have default risk.
Bottom line: The US treasury bond rate will no longer be the risk free rate in US dollars.

c. Equity Risk Premium:  I have always argued that the equity risk premium will increase as country risk increases. Using the US equity risk premium as my base for a mature equity market, I have augmented it by adding a country risk premium, which is a function of the country default spread, obtained from either the rating or the CDS market. A downgrade of the US will cause two changes: a rethinking of what comprises a mature market premium and the adding of a country risk premium for the US. The net effect will be a higher equity risk premium for the US. In fact, using the default spread of 0.25% as the basis, the equity risk premium for the US will rise about 0.38%.
One measure that will capture the effects of increased country risk is the implied equity risk premium that I compute for the S&P 500 at the start of every month. That number has risen over the course of this year from 5.20% at the start of the year to 5.72% at the start of July. I will do my August update in a few days and it will be interesting to see how this number shifts over the rest of the year.
Bottom line: As with the treasury bond rate, if markets have already priced in the higher default risk, the equity risk premium for the US will not jump substantially. If the downgrade is a complete surprise, there will be carnage in equity markets as the equity risk premium will jump,

d. Costs of equity/capital for US firms: Even if risk free rates don't rise significantly, the costs of equity and capital for US firms will increase because of rising equity risk premiums (for cost of equity) and the increase in the cost of debt for all firms (which will now bear some of the burden of sovereign default risk). One simple way to adjust the cost of debt is to add the sovereign default spread to the cost of debt for all firms; thus, with a 0.25% default spread for the US, the pre-tax cost of debt for a US company will rise by 0.25%.

To make this less abstract, let's compare the cost of capital for an average risk firm (Beta =1, Rating = BBB, Debt ratio = 30%) before and after a sovereign downgrade for the US. I have assumed for simplicity that the downgrade is a complete surprise and that the downgrade is to a AA+ and computed the effect on the cost of capital below:

The cost of capital increases by 0.31%, which may not seem like much but will have a substantial effect on value.  Given my reasoning earlier, though, I don't think that the increase will be this high, since some or much of the change has already been priced in. You may disagree with the base assumptions and you can change them for yourself in the spreadsheet that I used. Note also that the effect will vary across companies and be much higher for riskier firms, with higher betas and lower bond ratings.
Be prepared for some anomalies. It is possible that a few US corporations may have smaller default spreads than the US government. Let's face it. If you were a bondholder buying bonds, you may feel a lot more secure buying bonds issued by Exxon Mobil than by the US government.

d. Valuation and stock prices: Holding all else constant, higher costs of equity/capital will lower stock prices. An increase of 0.31% in the cost of capital, estimated in the section above, would decrease the value of a mature firm by approximately 5%. (The spreadsheet makes this estimate as well...) What could accelerate this decline, though, is the perception that the sovereign default risk will percolate into fiscal/monetary policy (i.e., the Federal Reserve will become more cautious about pumping in more money into the system and the government has to rein in spending/borrowing) leading to a further slowing down in economic growth and lower earnings. To the extent that the sovereign rating for the US is now in play (and could change), it will add to the volatility in stock prices.

Summing up. To act as if all of this drama will unfold on the date of the downgrade is giving far too much power and weight to the ratings agencies. This process has been going on for months (if not longer) and it is unclear how much the stock and bond markets have already incorporated into prices. A ratings downgrade, if it does occur, will not be a surprise and it is not the cause of economic malaise but a symptom of unresolved economic problems: a government that spends far more than it takes in and has been doing so for a while, households that save too little and borrow too much and a loss of the competitive advantages that the US once enjoyed over the rest of the world. But here is the depressing follow up. Even if there is a debt-ceiling deal by August 2 and the ratings agencies don't downgrade the US, these underlying problems will remain and have to be dealt with, sooner rather than later. 

Stay Private vs Going Public: Changing landscape

For much of the last century, as public equity markets have grown, the choice for owners of private businesses that had growth potential was a simple one. Stay private, with limited access to equity capital or go public? In making the decision, the owner weighed the pluses and minuses of a public offering. On the plus side, liquidity increases and you have access to far more capital, generally at a lower cost, since the investors buying your equity tend to be more diversified (and thus willing to overlook a portion of the risk in your company). On the minus side, you risk loss of control (if not right away, but at some point in time in the future; remember the cautionary tale of Steve Jobs and Steve Wozniak being forced out of Apple in the 1980s) and you also have far more stringent corporate governance rules (think Sarbanes-Oxley) and information disclosure requirements. The venture capital market eased the transition, by allowing small firms that were not ready to go public to raise equity from private investors, albeit at a higher cost than they would pay in public markets.

To capture how the diversification status of the potential equity investor affects the cost of equity, I developed a scaled measure of beta a couple of decades ago, with the beta changing as a function of the diversification status:

Thus, a company with a market beta of 0.8 (to a diversified investor) can have a total beta of 2.4 (to a completely undiversified owner) and 1.6 (to a partially diversified venture capitalist). I have a data set that summarizes my estimates of market and total betas by sector for US companies that you can take a look at, if you are interested.

In the last few years, there have been two developments that have muddied the waters and changed the dynamics of whether and when firms go public. The first is the development of a private share market, where shares of private business can be traded by their owners, granting private businesses many of the advantages that they would have as public companies without much of the information disclosure/monitoring requirements that come with being public. Facebook is perhaps the most prominent example of a private business that has access to as much capital as almost any public company through this market. The second is the insidious route adopted by some non-US (primarily Chinese) private businesses that have bought small publicly traded US companies and used these companies as shell vehicles to gain access to public equity.

In both cases, equity owners of these businesses are badly served, since they own portions of private businesses without the right to access information or influence management (that they at least in theory have with public companies). In know that the obvious fix to both these problems is to regulate these options, either by extending public company scrutiny to firms in the private share market or by barring trading in the market. However, the people who buy equity in Facebook in the private share market or a Chinese shell company are doing so voluntarily. Presumably, they are pricing in their concerns (or lack thereof) into what they pay and deserve to get whatever upside (or downside) they get from their investments. I will not envy them their returns but I will certainly not shed any tears for their losses, either. So, Facebook equity investors, I hope you make money on your investments.. but with Mark Zuckerberg as your lead partner, you should perhaps consult the Winkelvoss twins on how well your interests will be served.

Default and Bankruptcy: Black, white and shades of grey

The talk of default is all around us, as we watch Greece and Italy struggle with impending disaster and the fight over debt limits in the United States fills the airwaves. But what is default? What are the consequences? And given a choice, when is default the best option?

Let's start with the most basic question. What is default? Most people would view it as the failure to meet an obligated interest or principal payment. That may technically be true, but it does not capture the shades of grey that characterize default. In fact, the ratings agencies seem to have thrown the Greek situation into tumult by viewing the country as being in default, notwithstanding the legislative approval of the
http://online.wsj.com/article/SB10001424052702304760604576424961088825954.html?mod=WSJ_hp_LEFTWhatsNewsCollection
The ratings agencies have a solid argument here, since default cannot be defined narrowly as failing to make an obligated debt payment. It has to be defined more broadly as lenders accepting a drop in value in their positions, in return for letting the borrower escape technical default; this could include loosening debt covenants or restructuring the debt to the borrower's advantage, without being compensated adequately for these changes. Thus,  if lenders let borrowers sell secured assets to raise cash, delay later payments, borrow more money on already secured assets, or lend them more money at below-market rates, they are accepting a reduction in value of their loans, in return for on-time payments. I will let you make the judgment on whether Greece is in default, but this story is telling:
http://www.globalnews.ca/French+banks+readying+plan+help+Greece+rolling+over+cent+debt/5012495/story.html
In effect, French banks are re-lending money to Greece at the rates that they set when Greece was viewed as a much healthier borrower. That is the equivalent of lending at below market rates and no amount of dancing around the truth will change that basic fact.

Why would lenders go along with this charade? In other words, why would lenders choose implicit default over explicit default? One reason is psychological. Explicit default casts as much light on lenders as it does on borrowers, since it reflects on the lenders' failure to assess credit risk adequately at the time of the original borrowing. Classifying a loan as being in default makes it impossible to deny that failure, while implicit default allows them to delay that recognition. The other is financial. Once a loan is classified in default, the rules on what follows are also more clear cut. Lenders have to write down the values of their loans to reflect the fact that default has occurred. This will have negative consequences for lending banks, which will take a hit to their regulatory capital holdings, and it will also lead to immediate losses for other investors who hold non-traded Greek debt in their portfolios. With implicit default, the rules are hazier and lenders can use the discretion built into the rules to put the best possible spin on the consequences. But implicit default has its own costs for lenders. By putting off the day of reckoning, it allows them to continue with the practices that led to the problems in the first place. In fact, if the price of implicit default is that lenders have to bring in fresh funds to cover past mistakes, it will make the eventual blow-up much bigger. (The best analogy that I can think off is the experience of Japanese banks in the early 1990s. Rather than accept the fact that the real estate loans that they had made during the boom years of the eighties were in default, they chose the path of implicit default, thus letting the problems fester and grow for another decade)

What about borrowers? Is implicit default better than explicit default for them? While there may be more shame and immediate cost associated with the latter, it is sometimes better to default, accept failure and move on to making the fundamental changes that need to be made. With implicit default, both borrowers and lenders remain locked into a dance, where fundamental changes are delayed or deferred. It remains an open question whether Greece is better off with its austerity package (and implicit default) or whether it would have better served by defaulting on its debt (even though that may mean exiting the European Union and giving up on the Euro). I know that there are many economists and investors who view the latter as a doomsday option, noting that default by Greece would have led to default by Spain, Italy, Ireland an Portugal. Well, guess what? Greece managed to avoid explicit default but that did not stop Italy from moving into the danger zone this week. Greece's actions may have bought some time for the EU to fix its problem states, but unless the fundamentals change, it has not changed the underlying dynamics that created these problems in the first place.

Postscript: The very first comment brought up a point that I should have addressed in my post, i.e., whether Greece's actions constitute a credit event in the Credit Default Swap market. That is not an academic question. If it is classified as a credit event, the sellers of the CDS are liable to cover potential damages. If not, life goes on... For the moment, it does not look like it meets the credit event criteria, but this post does a much better job than I ever could discussing the issue:
http://seekingalpha.com/article/274195-greek-cds-restructuring-credit-event-and-repudiation
It also raises an interesting problem with default. When different entities define default differently, there will be more game playing around default... 

From revenues to earnings: Operating, financing and capital expenses....

A few days ago, Groupon filed an S-1 statement with the Securities Exchange Commission, officially signaling its intent to do an initial public offering.
http://blogs.wsj.com/deals/2011/06/02/groupon-ipo-its-here/
I do know that there are valuation questions that will come up with the IPO but talking about them will lead me to repeat earlier points that I made about the Linkedin and Skype valuations: the value will depend upon revenue growth and potential operating margins. Instead, I want to focus on a claim that Groupon has made, that has opened up the company for some ridicule in the financial press. In 2010, Groupon generated revenues of $713 million and reported an operating loss of $420 million (see the S-1 filing link below):
http://www.sec.gov/Archives/edgar/data/1490281/000104746911005613/a2203913zs-1.htm
Pretty bad, right? But here's where it gets interesting. In the same S-1, Groupon claims that it will make money in 2011 using a different measure of operating income (which is calls Adjusted CSOI: Consolidated Segment Operating Income). I am already suspicious, because the term carries two pieces that make me nervous - the word "adjusted" and a new acronym for earning. But what is Adjusted CSOI? According to Groupon, it is the income before expensing to acquire new subscribers is taken into account and since this expense amounted to about a third of overall operating expenses in 2010, removing it does wonders to profitability. It is this claim that has raised the ire of financial journalists and of some investors and their argument is encapsulated well in this blog post on Forbes:
http://blogs.forbes.com/ericsavitz/2011/06/02/deja-vu-groupons-bubble-1-0-approach-to-accounting
Is Groupon breaking new ground in measuring profitability or is this playing with the accounting rules?

To answer this question, we need to go back to accounting first principles (which are often ignored by accounting rule writers, but that is a different story). In an ideal accounting world, the expenses incurred by a firm would be broken down into three groups:
a. Operating expenses: These are expenses incurred to generate revenues only in the current period; there are no spillover benefits into future periods. Thus, the cost of labor and material incurred in making a widget will be part of operating expenses.
b. Financial expenses: These are expenses associated with the use of borrowed money in the business. Thus, interest expenses on bank loans would be included here as should lease expenses.
c. Capital expenses: These are expenses that generate benefits over multiple years. Classic examples would be the cost of building a factory or buying long-lived equipment.
Assuming that you can classify expenses cleanly into these groups, here is how they play out in the financial statements. Operating expenses get netted out of revenues to get to operating income, financial expenses get netted out of operating income to get to taxable income and taxes get netted out of taxable income to get to net income. Capital expenses do not affect income in the year in which they are made but have two effects: the first is that they show up as assets on the balance sheet at the end of the year that they are incurred and then get amortized or depreciated over their useful life. The amortization or depreciation is also shown as an expense to get to operating income:
Revenues
- Operating Expenses
- Depreciation/Amortization of Capital Expenses
= Operating Income
- Financial (interest) expenses
= Taxable Income
- Taxes
= Net Income

So, here is the best possible spin on what Groupon is doing. The cost of acquiring new customers presumably creates benefits over many years, since once a customer is acquired, he or she continues to use Groupon for years (I told you that I was taking the best possible spin here). Using this rationale, you could conceivably argue that acquisition costs are capital expenses and should not be netted out to get to the operating income. However, here is why I am skeptical about whether this is being done to get a better measure of income (which would be noble) or for window dressing (which is not):
a. Back up the claim that customers, once acquired, stay on for a while: If you are going to capitalize acquisition costs, the onus is on you to show proof that acquired customers stay as customers (and actually buy products for many years). With strong competition from other online coupon based companies (like LivingSocial), it is entirely possible that customers once acquired, are fickle and move on... If that is the case, the acquisition cost has a very short amortizable life and begins to look more like an operating expense.
b. If you are capitalizing acquisition costs, carry it through to its logical limit: This would require amortizing previous year's acquisition costs (which would in turn require an answer to (a), since the amortization will be over the customer life with the company). In other words, you cannot just remove acquisition costs (as Groupon has done) from your income statement, but you would have to replace that cost with an amortization cost.
c. Recognize that all of this reclassifying of expenses does not change your cash flow status: The bottom line is that Groupon has negative cash flows and those negative cash flows will get more negative over time, since the company will have to keep spending the money to acquire customers (to get the growth rate it would need to justify a $20 billion value...).

Note that none of this is breaking ground. I have been making this point about R&D expenses at technology firms and advertising expenses at brand name companies for years. In fact, I have a paper on how we need to take a fresh look at companies with intangible assets:
http://pages.stern.nyu.edu/~adamodar/pdfiles/papers/intangibles.pdf
This is also a chapter in my book, The Dark Side of Valuation (2nd edition, Wiley)
If you want to try your hand out at capitalizing acquisition (or brand name advertising or R&D) costs, try this spreadsheet.

The bottom line, though, is that from a valuation perspective, reclassifying acquisition costs is a mixed blessing. For growing companies like Groupon, it can make the earnings look more positive, but it will also increase the capital invested at these companies (because the acquisition costs will be capitalized). It can alter perspectives on whether the company is actually profitable and creating value: the key profitability number in the long term is not the operating margin but the return on invested capital and Groupon has just admitted that it invests a lot more capital than people realize in what it spends to acquire customers.

The other adjustments that Groupon makes to operating income that are more dubious. It is absurd to add back stock-based compensation (it is an operating expense...)  and we are taking the company at its word, when it breaks its marketing costs down into acquisition costs and regular marketing costs. What Groupon is doing is also part of a trend that I find disturbing, where analysts adopt half-baked approaches to dealing with costs like R&D and marketing by adding them back to EBITDA, leading to a proliferation of measures like EBITDAR (Earnings before interest, taxes, depreciation and R&D) and EBITDAM (Earnings before interest, taxes, depreciation and marketing). While this approach deals with a serious accounting problem (where capital expenses are being treated as operating expenses in some companies and thus skewing not just earnings but book values), it does so at a surface level. After all, if we are going to treat R&D and customer acquisition costs as capital expenditures, we should follow up by asking the key questions: How effective are they? Are they creating or destroying value?

Postscript: I forgot to mention that I hope that the tax authorities don't buy into Groupon's argument. If they did, acquisition costs would no longer be tax deductible; only the amortization would. As is often said, be careful what you wish for. You may get it.

There is an app for that....

I have a healthy respect for technology. While I don't see it as the cure for any of our problems in valuation, it has made life a lot easier in terms of mechanics. I still remember trying to value companies in the mid-eighties, where data had to be collected by hand (in libraries) and computers were primitive (I started with Visicalc on a Kaypro and it was just a glorified hand calculator, with limited features). I have tried to stay on top of evolving trends, though I have never been cutting edge on any dimension.

As I watch my kids and colleagues increasingly abandon their computers for their smartphones and iPads, I have wondered whether I could make this transition. Thanks to Anant Sundaram, my good friend, who teaches valuation at Dartmouth College, the first step has been taken. Together, we developed a valuation app for the iPad that allows you to value a stock or a business. A confession is in order. Neither Anant nor I have the technological capability to write apps: it is a lot more complicated than it looks. We owe aa great deal to Xiandong Ren, a graduate of the Computer Science department at Dartmouth College, who schooled us on the basics and wrote the code for the app. Initially, we wanted to give the app the moniker of "iValue" but as is common in this space, some one else beat us to that name by a few weeks. So, we used our fall back name for the app: uValue and it is now available on the Apple iTunes store:
http://itunes.apple.com/us/app/uvalue/id440046276

uValue is a valuation app, with surprising versatility (or at least, we think so). There are three basic models - a conventional cost of capital DCF model, an Adjusted Present Value (APV) model and a dividend discount model. For the cost of capital and APV models, we have detailed versions, where you are given full control over all of the input levers, and simple versions, where we set many of the input levers to safe defaults. In the near future, we hope to add a relative valuation (multiples and comparables) module as well as a financial tools module. Embedded in the app is a short book on valuation (called the uValue Companion) that leads you through the basics of which model to use in a specific context and the fundamentals of that model as well as data sets on industry averages on key input variables (margins, returns, betas, cost of capital etc.).

While we cannot be objective about the app's capabilities, here is what we see as its pluses and minuses right now. On the minus side:
a. The app is available only for the iPad right now. The output is too intensive for a Smartphone screen and we just don't have the capacity or energy or time (right now) to write the code to allow it work on Android pads.
b. It is a young app. We have already been alerted to a couple of errors in the app (the simple APV has a glitch in the expected bankruptcy cost component, for instance) that we will fix in the next update (in the next couple of weeks). This website for the app will keep you updated on errors as you find them (and we fix them):
http://uvalueapp.com
c. It does incorporate our "points of view" on DCF valuation, which may not map on to your points of view on the same. Just to make you feel better, even Anant and I have differences on individual components (like what to use for the equity risk premium) and have been open in laying them out in the app.

On the plus slide, we have tried the app out on all kinds of companies: young, growth companies (like Linkedin), mature companies, money losing companies, commodity companies, financial service companies, and it seems to work for all of them. Best of all, check out the price for the app. You will see why we feel absolutely secure in our "money back" guarantee...   

Thoughts on intrinsic value

I know this post will strike some of you as splitting hairs and an abstraction but it is a topic that fascinates me. A few weeks ago, I got an email asking a very simple question: How do you estimate the "intrinsic" value of gold? This, of course, raised two key questions:
a. What is intrinsic value?
b. Does every asset have an intrinsic value?

On the first question, here is my definition of intrinsic value. It is the value that you would attach to an asset, based upon its fundamentals: cash flows, expected growth and risk. The essence of intrinsic value is that you can estimate it in a vacuum for a specific asset, without any information on how the market is pricing other assets (though it does certainly help to have that information). At its core, if you stay true to principles, a discounted cash flow model is an intrinsic valuation model, because you are valuing an asset based upon its expected cash flows, adjusted for risk. Even a book value approach is an intrinsic valuation approach, where you are assuming that the accountant's estimate of what fixed and current assets are worth is the true value of a business.

This definition then answers the second question. Only assets that are expected to generate cash flows can have intrinsic values. Thus, a bond (coupons), a stock (dividends), a business (operating cash flows) or commercial real estate (net rental income) all have intrinsic values, though computing those values can be easier for some assets than others. At the other extreme, fine art and baseball cards do not have intrinsic value, since they generate no cash flows (though they may generate a more amorphous utility for their owners) and value, in a sense, is in entirely in the eye of the beholder. Residential real estate is closer to the latter than the former and estimating the intrinsic value of your house is an exercise in futility.

So, how do people value assets where intrinsic value cannot be estimated? They look at what other people are paying for similar or comparable assets: i.e., they use relative valuation. Thus, an auction house sets a value for your Picasso, based on what other Picassos have sold for in the recent past, adjusted for differences (which is where the experts come in). The realtor sets the price for residential real estate, based on what other residences in the neighborhood have sold for, adjusted for differences again. In fact, let's face it: this is the way even assets that have intrinsic value are evaluated for the most part. Thus, the investment banker who takes Groupon public may go through the process of providing a discounted cash flow model to back up the valuation, but the pricing of the IPO will be determined largely by the euphoric reception that Linkedin got a few weeks ago.

I don't intend this to come across as snobbish, but I think we need to clarify terms. Most people who claim to be valuation specialists, experts or appraisers are really pricing specialists, experts and appraisers. In other words, what separates them in terms of skills is in how good they are in finding comparable assets and adjusting for differences across assets. In fact, I have a counter question, when I am asked the question of what the value of a business or stock is: Do you want a value for your business or a price for your business? The answers can be very different.

In closing, though, let me try to answer the question that triggered this post: what is the "intrinsic value" of gold? In my view, gold does not have an intrinsic value but it does have a relative value. For centuries, gold (because of its durability and relative scarcity) has been an alternative to financial assets (that are tied to paper currency). Unlike the gold standard days, where the linkage between paper currency and gold was explicit, the value of paper currency rests entirely on trust in central banks and governments. As a consequence, the price of gold has varied inversely with the degree of trust that we have in these authorities. Though not a perfect indicator, gold prices have surged when a subset of investors have lost that faith, i.e., they fear that the currency is being debased (inflation) or systematic government failures. What makes this monent in economic history disquieting is that we are getting discordant signals from the market: the low interest rates on treasuries (US, German and Japanese) suggests that investors think expected inflation will be low in the future whereas higher prices for precious metals (gold, silver) give support to the argument that investors (or at least a subset of them) believe the opposite. One of these two groups will be wrong and I would not want to be in that group, when there is a final reckoning.

Dual share structure: The Google model spreads

Google rewrote the book for initial public offerings in two ways. One is that they bypassed the traditional investment banking syndicate for an auction (which is a good development) and the other is that they were unapologetic about the fact that they had two classes of shares and that the founders would hold on to the shares with the disproportionately large voting rights. While shares with different voting rights are par for the course in many parts of the world (Latin America, for instance), their use in the United States was limited to a few sectors; publishing and media companies such as the New York Times and the Washington Post have used the structure to allow the founding families to control these companies, with relatively small percentages of the overall equity.

Two factors played a role in containing dual class shares: the first was that, for decades, the New York Stock Exchange barred shares with different voting rights from getting listed on the exchange and the second was the fear of an adverse reaction from investors. Google was unfazed by either concern. It listed on the NASDAQ and institutional investors were so eager to hold the stock that they seemed to overlook the voting share structure (or at least not price it in).

So, what's the big deal with voting rights? Voting rights matter because they allow stockholders to have a say in who runs the company and how it is run. It is true that most stockholders don't use these rights and prefer to vote with their feet, but the voting power does come into use, especially at badly managed companies, where a challenge is mounted on management either from within (activist stockholders) or from without (hostile acquisitions). The argument I have heard from institutional investors for their benign neglect of different voting share classes at Google is that the company is well managed and that control is therefore worth little or nothing. There is a kernel of truth to their statement: the expected value of control (and voting rights) is greater in badly managed companies than in well managed ones. However, if you are an investor for the long term, you have to worry about whether managers who are perceived as good managers today could be perceived otherwise in a few years. (A decade ago, Cisco would have been ranked among the best managed companies in the world. Today, its management is under assault after ten years of bad acquisitions and under performance).

How does this play out in valuation? Once you have valued the aggregate equity in a company, you have to estimate the value of equity per share. When shares all have the same voting & dividend rights, you can divide by the total number of shares outstanding. When they don't, though, you may have to allocate the equity value differently to different share classes. Generally speaking, voting shares should trade at a premium over non-voting shares, but that premium should be larger in poorly managed firms than in well-managed firms. How much larger? I have a paper on the topic that does try to come up with a specific premium for voting shares.

The trigger for this post was the Linkedin valuation that I did yesterday. I valued the equity of the company at approximately $ 2 billion, but I was unforgivably sloppy about getting the per share value. I used the 43.31 million shares that Yahoo! Finance listed as shares outstanding and I should have known better. Checking the prospectus for Linkedin, here is what I see:
* 7.8 million class A shares (all of the shares offered in the IPO are class A shares)
* 86.7 million class B shares (which have ten times the voting rights of class A shares)
Dividing the value of equity by 94.5 million shares yields a value per share of $21.51/share, but even that may be an over estimate. If we assume that the voting shares trade at a premium of 5% over the non-voting shares (the 5% is the average premium for voting over non-voting shares in US companies), the value per share for the non-voting shares drops $ 20.57:
Value per non-voting share = $2,033 million (7.8 + 1.05*86.7) = $20.57
Reading the prospectus, though, things get worse. Linked in notes that it has options outstanding on roughly 17 million shares, with exercise prices ranging from $6 to $23. Needless to say, all those options are deep in-the-money now and while I don't have information on vesting, it behooves us to act as if these options will be exercised. Using an average exercise price of $15, the value per share drops further to about $20.

Bottom line: Getting from value of equity to value per share gets progressively more difficult as you add shares with different voting rights and outstanding options to the mix.