Showing posts with label listautumisanti. Show all posts
Showing posts with label listautumisanti. Show all posts

Sunday, May 16, 2010

Printing money - legally...

Have you ever noticed that public companies - that is, publicly traded companies in stock exchanges - in effect have the right to print their own money? Me neither, until one public company CEO pointed it out to me...

What this CEO meant was that a public company is free to issue new shares and sell them to the public or other entities. As these publicly traded shares are worth money and easy to liquidate in stock exhange, it is pretty much the equivalent of hard dry cash. Instead of issuing and offering these new shares to the public and investors, a public company also has another choice. These new shares can also be issued to a certain entity as a form of paying at least part of an acquisition price of another company, public or not. In other words, if you're a public company you can print your own money - that is to say, issue new publicly traded shares - and buy other companies with this "money". I had the perfect opportunity to watch from close range how this was done with masterful strokes by this previously mentioned CEO. I was privy to all the details and plans before they happened, and this CEO had predicted all the events with alarming precision. All the events took place pretty much exactly as predicted and in a little over year's time a smallish private company with a yearly turnover of 5-8 million euros morphed into a smallish international conglomerate with a yearly turnover of 80 million euros. In short, the company grew tenfold in a blink through acquisitions and mergers. That's like a fairy tale come true in business life!

To tell you an anecdote within an anecdote, I'll mention that I also learned a lot about negotiating from this CEO. He used some fairly inventive methods in negotiations and I wasn't always happy to end up with the shorter straw. I didn't make any too bad deals with him, but I felt I had given in a little too much. My own managing director at the time laughed at my complaints, but I was later vindicated. It so happened that our managing director was to renegotiate a little deal with this CEO. He did it over the phone and just a little later he came and told me that he was totally overwhelmed by this CEO. He had ended the call having renegotiated the little deal with new terms and felt happy about that. Very soon he realised that he had agreed to even worse terms than the original deal had, and he was forced to once again call him up on the issue. And our managing director was no new puppy to the game and still he had fallen. I felt some satisfaction listening to his story and how he now understood my complaints about this CEO's negotiating skills...

Back to the original story. I had made an acquaintance with this company and its CEO several years earlier when they hired me as a consultant to help them with their object oriented software development efforts. After that we ran into one another every once in a while and 5-6 years later I went to work for them full time. Their plans of going public and growing rapidly sounded very interesting to me and I saw the opportunity of doing something big and worthwhile. Therefore I joined their ranks at that point.



I was invited by their CEO to their Board of Directors' meeting where I heard their plans in detail. All the members of the Board were co-owners of the company and I was the only outsider in the meeting. The CEO detailed his plans and described every step of the way in vivid detail. I remember thinking that it's a wonderful and bold plan, and if even half of it were to come true it would be an unbelievable achievement. The basic idea was to first turn public and then use issued shares to buy other companies, first small and then bigger and bigger until the last one to be gobbled would be the biggest prize of them all. All of the acquired companies would be in the same business to enable greater synergies and financial efficiencies to be exploited. In these acquisitions almost no cash was to be used.

Most critical step in this CEO's plan was to go public because without that step completed succesfully there would be no currency to go on that wonderful shopping spree. The original plan was to go public in spring 2000, but the CEO had recently concluded it would be too late. He believed there would be too many IPOs for the last ones to succeed and therefore he wanted to expedite the initial public offering to take place half a year earlier, in fall 1999. He expected a great rush of IPOs of small companies and needless to say, he was right. Public interest might have greatly waned in the spring and the public offering might not have succeeded. I can only admire his foresight even though I know he had great contacts. Even if you have great contacts and are greatly positioned, it is not easy to interpret right the soft and weak signals you detect. You have to be visionary and in some small measure a true clairvoyant... :-)

He also envisioned the order in which the acquisitions would take place. First we would acquire several smallish Finnish companies in the business and after that we'd go on an international buying spree all over the world. And finally, we would gobble the big fish, much bigger than we were. All these acquisitions were friendly, not hostile takeovers, so I later realised that he had probably tested the waters previously and discussed his plans with the other parties to a certain degree. This makes it all the more extraordinary performance in my eyes, for he has been able to sell his vision to all these prominent and capable business people and make them come under the same umbrella, if you will. They all heard his call and came, and he himself landed on top of the new company as their CEO. I find it just amazing. Amazing.

As I mentioned earlier, the events took place quite exactly as he had envisioned they would. In a little over a year, a smallish private company with a yearly turnover of 5-8 million euros morphed into a smallish international conglomerate with a yearly turnover of 80 million euros and business literally all over the world. When the new company build-up was finished, I was assigned to the new position of Product Development Director of our Finnish subsidiary. I had in my unit half a dozen software development or software testing teams to run, each with a competent and experienced team leader, so I felt it was time to do great things. For me it was a dream assignment and it felt like tailor-made for me. Unfortunately, I wasn't to enjoy that for long, for soon I fell severely ill and was forced to give up that dream position. Even though that was a great disappointment I feel privileged to have been part of the process and having been able to watch the events unfold from a close range. Great experience!

That's it for today, folks!

Saturday, April 10, 2010

Stock market trading and human psychology - Part 1

In this entry I'd like to point out something I think people tend to leave out of the equation when they think about stock market trading. The prevailing notion in free market ideology concerning stock markets is that markets correctly value the prices for different stocks. Rational for this goes along the lines that the value for a company's stock is calculated by discounting future profits to the present time and that result is the correct market value of the company. In other words you estimate the profits you expect the company to make in  future years and those profits you value into today's money using appropriate interest rates. And the theory also says that possible misvaluations will be corrected over time by the market itself, so that in the long run the market values of stocks will be appropriate.


It's a great, feasible theory and I myself happen to subscribe to it. However, we should also think how things works in practice. In practice, we don't everybody dutifully do our homework. Or how many of you can say that you've made the appropriate calculations before you bought stocks? How many of you bought them just on the basis of some analyst or some other expert recommending them? Or did you just buy that company's stocks because everybody else is also buying? And did you really calculate the value or did you just compare them with their historic values?

Yeah. That's exactly what I thought. Mind the fact that if nobody does their homework the price doesn't have to be anywhere near the "right" value. And that analyst. You shouldn't count on his opinion too much, because A) he can be wrong or B) he might have different incentives and may not be telling you the truth. In the end it's you who will bear the brunt for mistakes by losing your money and the analyst - he really doesn't care. So, if we all just trust anybody else's opinions, we are in effect blind as bats when placing our bets...

This brings us to the actual point. The value of a certain stock is NOT necessarily the correct market value. It is the price that the buyer IS WILLING TO PAY if the seller is prepared to sell at that price. Even if the price is 10 times what it should be, if somebody pays that price it will become the present market price. And others may blindly join the buyer believing he has some information they don't and therefore we have set a new unrealistic market price for the stock. Human psychology can really do that and has done that repeatedly in the past. I'll give you a concrete example of that a little later.

How do you calculate a company's market value, then? Well, that's not simple. It depends on what kind of business the company is in, what is the amount of required working capital, possessions of the firm, future growth view, feasibility of the strategy, quality of management etc. However, I can give you an easy rule of thumb to determine you're not catastrophically off the mark. Easy rule of thumb is that a company can't be worth much more than 2-3 TIMES ITS YEARLY TURNOVER! At times it might be even worth five times of its turnover, but that starts to be overreaching.

Let's try an example. Nokia's stock ended at a price of 11,40 euros in OMX Stock Exchange on Friday placing the whole company's market value in the neighbourhood of 43 billion euros. Nokia's turnover last year being 41 billion, that sounds reasonable, right? Market value is close to one year's turnover. If other things are fine with Nokia, that is probably a good buy, even. Let's make some other easy comparisons. For example, the profit for 2009 after taxes was 1,2 billion. So, if Nokia would want to buy all of its shares back from its owners at these prices and levels of profit, it would take 36 years, right? That sounds like a long long time and there wouldn't even be any interest included...

What about year 2008? Turnover was 51 billion and profit 5 billion. At least the payback time would diminish greatly from 36 years to a little less than 9 years at that profitability level. I will leave you to ponder Nokia's value on your own, now...

To the example I promised. Here I rely mostly on my memory, so I hope I don't make too big mistakes here. A company named TJ Group issued its Initial Public Offering (IPO) for investors in early 2000. The price of stock was set around 19-20 euros per share according to my memory. I calculated at the time the resulting market value and decided it was badly bloated. I remember calculating that the company would need to grow its turnover 40- or 50-fold before it might "fill" that market value. So, in my mind, it was mostly hot air. I didn't believe they would grow that much any time soon and the profitability level wasn't too promising, either.

Quite many others did believe in the company and it collected 237 million euros from investors in its IPO. And that with a yearly turnover (1999) of only 11,4 million euros! According to the rule of thumb I presented you previously, this company could have cost from 11,4 to 34,2 million euros (1-3 years turnover) or at it's most 57 million (5 years turnover). Sadly, the company lost about 97 % of its market value in about one year after its Initial Public Offering...

So, I am rather proud that even in that "dotcom" -market frenzy and with experts trumpeting the "new economy" and the "new rules", I did my homework and didn't buy into that. Instead, I bought into an IPO of a company called Aldata. That was a sweet buy, for it took only half a year to rise tenfold. I also bought Basware, but sadly it was too popular. Too many people bought Basware and my purchase ended up being only about 5 % of what I wanted. It was too small a share to mean anything and I sold it fast.

That's today's lesson, folks! I hope you appreciate the possible disconnection between theory and practice. Here's couple of extra points to take home:

- Theory never represents reality with great accuracy
- Law of supply and demand, as well as human psychology, affects stock market pricing, it's not just the free market theory that counts


Here are some links to refresh your memory:

Listalleottoesite - TJ Group Oyj (2.2.2000)
HS: Tilman ja Salminen TJ Groupista pidätettiin