Sunday, 10 April 2016

Using multiples – why? which ones? & what does it mean?

Why use multiples?
There is no doubt that discounted cash flow technique is the fundamental valuation measure. But multiples are a useful tool in an investor’s tool kit. They help you:
-          cross check your DCF forecast by comparing it to market’s forecast (e.g. by backing out implicit growth rate forecast by the market based on the multiple at which the company currently trades);
-          compare between peers – multiples are a great way to compare peers and get a feel which companies the market believes have better prospects & which ones the market things are likely to suffer); and,
-          are a great way to search for bargains. I use multiples as a useful starting point for bargain hunting. However, it is very important to recognise that a high multiple does not necessarily mean overvalued stock; and a low multiple does not mean there is a definite bargain to be had. There can be real economic reasons for why a stock trades at a low or a high multiple, and searching for those reasons are what lead to investment decisions.

Which ones?
There are three widely used multiples for investors:
-          Price to Earnings (P/E)
-          Enterprise Value / Earnings before interest, tax, depreciation and amortisation (EV / EBITDA)
-          Enterprise Value / Earnings before interest and tax (EV / EBIT)

P/E is a widely used measure in stock valuation and there are many research reports supporting low P/E as a good measure of value. On average, low P/E stocks have returned more in the long term than high P/E stocks. However, I don’t like to make buy decisions simply based on low P/E; I only use low P/E as a good starting point for further investigating a stock. P/E has its drawbacks, the main ones being:
-          Firstly, P/E is distorted by GAAP & non-operating items such as one off gains & losses, write-offs, amortisations etc. This can cause significant distortions and be difficult to wrap your head around if you want to make the adjustments to get to a comparable P/E;
-          Secondly, P/E distorts the picture by mixing the capital structure with the operating performance. For example, two similar business will show very different P/E ratios if one is highly geared and the other has nil or negligible debt. It’s better to use a multiple which is a good gauge of operating performance and is not distorted by the capital structure.
In spite of P/E’s drawbacks, I would suggest using it in screening for value stocks, but don’t buy simply based on low P/Es as it is likely that low P/E is for a reason, and that reason could be a blow up coming soon.

EV/EBITDA is a widely used multiple by practitioners. In my experience this multiple is used commonly in the private equity and M&A world – for example, it is common to see new releases by buying & selling companies where they talk about the EV/EBITA multiple at which a business is being bought or sold.  It is also common to see a sector or industry EV/EBITDA multiple. However, a major drawback of this measure is that it ignores depreciation – which is the accounting equivalent of capex required in the future to sustain the business. If a true measure of value is the free cash flow, it is dangerous to ignore depreciation as it will come out of cash flows at some point. Followers of Buffett will note that he hates this measure for the same reason. However, this can still be a useful measure in industries with very little maintenance capex requirements (e.g. some new technology or social media companies).

EV/EBIT solves for the depreciation issue inherent in EV/EBITDA by accounting for accounting depreciation. However, EV/EBIT too has its drawbacks:
-          Firstly, EBIT accounts for amortisation expense which tends to be a accounting only measure – e.g. if a company has made acquisitions at a premium and recognised intangibles to account for the premium, it would amortise the intangible. This will distort its multiple compared to a similar business which has grown organically (organically generated intangibles don’t need to be recognised or amortised for accounting purposes).
-          Secondly, two companies may have very different depreciation based on the market value they paid for their assets being depreciated.
-          Thirdly, there may be a big difference between accounting depreciation and the actual cash required for maintenance capex.

In summary, the best multiple to use depends on the specific circumstances of the company being investigated. I would personally start off with EBIT and make necessary adjustments as follows:
-          Compare accounting depreciation to real cash required for maintenance capex and use the latter if it significantly differs to the accounting depreciation – i.e., EBIT + accounting depreciation – maintenance capex. The cash flow statement is usually a good place to check for capex; try to estimate the average capex to sales ratio over the years and use this to predict capex needs based on your forecast sales.
-          Secondly, I would also add back amortisation expense to EBIT for my multiple measure.

The Mckinsey book on Valuation has a very good chapter on how to use multiples to triangulate results. It recommends using a EV/EBITA measure which his similar to the above.

What does it mean?
It is important to never forget the fact that the value of an asset is equal to the present value of its future cash flows. A multiple based valuation measure is only of use if it links in with the fundamental valuation measure based on cash flows. In order to make sense of multiples, I love the explanation in the Mckinsey book on valuation and I have had good success in being able to use this method in practice to make sense of multiples between peers which is rare for most theoretical measures.


If you accept that free cash flow is the fundamental driver of value, then value can be expressed by the following formula:
NOPLAT is basically your estimate of free cash flow (e.g. EBITA). Using your estimated EBITA, the fundamental value driver formula translates to:
Note that T is the effective tax rate, which most companies will report. The (g/ROIC) determines the amount the company needs to keep re-investing in order to grow at the projected rate. ROIC can be estimated based on growth in sales over growth in capital employed, alternatively you could simply use the return on capital employed achieved by the business; as for growth rate, this should be the same as the forecast you have used for your DCF. WACC too should be your estimate for the cost of capital – cost of debt is easy to calculate, whereas cost of equity will depend on your assumption for the premium you demand as an investor.Now the next step takes you to the key formula which relates the multiple to the free cash flow formula. Simply divide both sides by EBITA:
The above is what a multiple tells you about value. In particular, the multiple is a function of the following variables – tax rate, growth rate, Return on Invested Capital achieved by the business, and its cost of capital. Always remember this when using multiples.
Variables
Impact on multiple
Tax rate
Higher (lower) the tax rate, lower (higher) the multiple

Growth rate
Higher (lower) the growth rate, higher (lower) the multiple

ROIC
Higher (lower) the ROIC, higher (lower) the multiple. However, is very important to note that if ROIC is < WACC then higher growth actually wipes out value. ROIC always must be greater than WACC for growth to add value

WACC
Higher (lower) the WACC, lower (higher) the multiple

As you will know, the above variables are key in calculating a DCF value. And by knowing how they link in with a multiple based value, it is possible to test your DCF assumptions with what the market is saying, and also a useful measure of comparing between peers.

Other important points to bear in mind when using multiples
Enterprise Value
When using Enterprise Value based multiples, it is important to calculate the Enterprise Value correctly. Note that Enterprise Value is the price a buyer of the company will need to pay when taking over the whole thing. Therefore, it not only includes the value of equity (market capitalisation), but also the debt, minority interest, preferred shares, pensions liabilities, and any other fixed obligations (e.g. capitalised leases), and from this you will need to deduct cash & cash equivalents and the value of any non-operating assets (e.g. investments not used in the operations) held by the company. Although most online tools give you a number for the Enterprise Value, I would highly recommend that you work through the company’s balance sheet and detailed notes in arriving at this number. There can be a lot of useful details on fixed obligations hidden in the notes which some of the freely available tools ignore. Broadly, use the following as a guide to calculate Enterprise Value:
Enterprise Value = Market Cap + Debt (both short-term & long term) + minority interest + preferred shares + lease obligations + any pensions deficit + other fixed obligations (e.g. litigation expenditures) – cash & cash equivalents – non-operating assets or other long-term investments

Using the right measure
When using multiples for valuation ensure that you are using the denominator consistently across comparables – e.g. if you are using EBIT and adjusting it for amortisation and maintenance capex, ensure you do the same across comparables.

Using the right peers
If using multiples as a relative value measure, it is important to use the right peers (i.e., companies within the same sector and with similar operational characteristics).

In conclusion - If you use multiples correctly, you will be able to see the differences between peers, reasons for them, and be able to compare your assumptions with those of the market. It is a great way to identify mispricing and form a thesis. The other opportunity is where you have a conglomerate with discrete businesses where you can compare the component parts with listed peers and identify value add if/where that component part is being spun-off by the conglomerate. 

Wednesday, 6 April 2016

Metro AG’s proposed demerger should unlock significant value

·         Metro AG, the large German conglomerate, last week announced its intention to demerge its wholesale foods division (Metro) and its consumer electronics division (Media Saturn); the demerger is scheduled to complete by mid-2017.

·         The demerger makes perfect operational sense – both divisions have very little overlaps and hardly any synergies; a demerger should bring more focus and better execution in a highly competitive sector.

·         The demerger also makes sense for the shareholders – the current conglomerate is a hotchpotch of businesses trading at a discount to peers. The demerger, by creating two distinct pure-play sector leaders, should unlock significant value by removing the conglomerate discount inherent in price.

·         In my opinion the demerger should unlock significant value for the shareholders generating between 50% - 60% return in the next 12-15 months with little downside.

After significant fall in sales between 2012 and 2014, the group has managed to arrest the decline, with like-for-like sales recording a 1.5% growth in FY14/15. Media Saturn, is growing at just over 3%, with the whole sale foods division (Metro) growing at a negligible 0.1%. EBITDA margins have been consistent at around 4% for Metro and 3% for Media Saturn. Management have been upbeat and have shown confidence that the sales decline has been arrested and the positive trend in like-for-like sales should continue.

Consensus forecasts from the 35 analysts covering Metro indicate a conservative forecast with median FY16/17 sales for Metro showing negligible change and Metro Saturn sales showing a 3% growth. The conservative forecast is understandable given the shock analysts would have received when sales fell by 30% in 2013, and as is usual, it will likely take a while before they start correcting for the like-for-like trend. For my valuation purposes, I have used the conservative forecasts. 

Structure post demerger
The demerger is to be implemented by way of a spin-off of Metro, the whole sale food division, from Metro AG. Post the demerger, Metro AG will be left with the consumer electronics division, Media Saturn.

 Source: Metro AG

The demerger should create two distinct pure-play sector leaders – with Metro and Media Saturn. 
Below are select wholesale & foodservice sector players by sales. 
Below are select consumer electronics sector players by sales.
Source: Metro AG

Not only will Metro and Media Saturn offer pure-play in their respective sectors, they will also be sector leaders becoming the second largest players globally in whole sale foodservices and consumer electronics sector.

Valuation
Metro AG currently trades at just under 6 time enterprise value (EV) to earnings before interest, tax, depreciation and amortisation (EBITDA).

Metro trades a multiple which is significantly below its peers. A look at the multiples for the sector peers shows that the whole sale food services peers trade at a EV/EBITDA multiple of~12 and consumer electronics peers trade at a EV/EBITDA multiple of ~8.

A crude valuation for Metro which assumes that the demerged businesses will trade at EV/EBITDA multiple comparable to peers would should a share price for the combined divisions of €73, generating a 174% (2.74x) between now and post the demerger. See below.  
However, such a crude valuation would completely miss the point. Multiples cannot be compared in isolation of individual business fundamentals and key variables such as growth rate, return on invested capital (ROCE), cost of capital, and tax rate need to be factored in. Peers are a good starting point, but there are valid reasons why peers don’t always trade at the same multiples. Take the example of Sysco, the largest player in the wholesale foods services sector. It trades at EV/EBITDA multiple of over 12, and its business is fairly similar to Metro. But there are valid reasons why Metro shouldn’t trade at the same multiple as Sysco – Sysco has a higher growth rate, higher ROCE, and lower cost of capital compared to Metro. If enterprise value is a function of free cash flow discounted at cost of capital, then multiple should be consistent with this. In short, multiple should be a function of the following formula:
Using the above, we can see the difference between Sysco’s multiple and Metro’s multiple.
Using this methodology, I have calculate a multiple for Metro AG’s wholesale food services division of ~7.9 and for the consumer electronics division of ~8.1.
It is worth noting that the multiple for Media Saturn is similar to Darty, a peer with very similar characteristics as Media Saturn (i.e., both trade in similar markets and have a similar profile).
Using the above derived multiples to value the separate divisions gives a value per share of €43.2, a return of 62% based on current share price. 
Below, I have modeled share price and returns sensitivity to multiples.
As can be seen, there is very little downside, and significant upside. Metro AG already trades at a very low multiple, and with the improving trend in sales and the proposed demerger, upside is more likely than downside.

Risks
As with every thesis, there are risks involved. I have briefly discussed the key risks below.

Governance - Erich Kellerhals, the founder of Media Saturn who still owns 22 per cent of Media-Saturn, has had several run-ins with Metro in recent years. The main reason for the demerger to be structured by way of a spin-off of the wholesale foodservices business is to isolate that business from the legacy structure with Media Saturn in it. However, there is a risk that the Media Saturn business may continue to face problems with Erich Kellerhals. This was raised in Metro’s call with analysts last week when the demerger was announced. Metro’s management strongly believe that the new structure will not give rise to any governance issues (apparently Erich Kellerhals’ stake will be restricted to the subsidiary of Metro AG, and Metro AG will have full flexibility in running the Media Saturn business – e.g. make new acquisition, expansion etc. – without any hindrance. Management went on to state that in spite of media reports re issues with Eirch Kellarhals, the Media Saturn business has performed very well in recent years and management have full flexibility to run the operations. It is worth noting that a spokesman for Mr Kellerhals’ investment vehicle, Convergenta Invest, has said they did not see any issues with the proposed demerger. Even assuming that the market discounts 10% of value for this governance risk, I get a share price of €38.9 or a 46% return.

Tax, legal, commercial, and execution risks – Management have confirmed that they have undertaken detailed preliminary analysis of the key risks and no red flags or showstoppers were identified. In particular, indications are that the demerger should not be a taxable transaction.

Assignment of assets and liabilities between the divisions – Management have not yet made it clear as to how the assets and liabilities will be split between the two divisions. In particular the split of debt. This will be made clear as they work out the details – most likely in Q2 earnings call. That said, my valuation estimates should not materially be impacted by the chosen split.

Conclusion
Metro AG’s proposed demerger of the two divisions which have limited synergies is a great move and should be able to achieve management’s stated objective of creating two distinct pure-play sector leaders in the wholesale foodservices sector and consumer electronics sector. The move should also reward shareholders by unwinding the conglomerate discount.