Behavioral Corporate Finance 1: The Objective in Decision Making:

Every business needs a central objective that drives decision making. In traditional corporate finance, that objective is to maximize the value of the firm. For publicly traded firms, this objective often is modified to maximizing stock prices. In effect, any decision that increases stock prices is viewed as a good decision and any decision that reduces stock prices is a bad one. Implicitly, we are assuming that investors are (for the most part) rational and that markets are efficient, that stock prices reflect the long term value of equity and that bond holders are fully protected from expropriation.

A central theme of behavioral finance is that markets are not efficient and investors often behave in irrational ways. Consequently, stock prices can not only deviate from long term equity value but managers can exploit investor irrationalities for their own purposes. Asking managers to maximize stock prices in this environment can lead to decisions that hurt the long term value of the firm and in some cases put the firm's survival at risk. Behavioral finance theorists therefore argue that decision making should not be tied to stock prices, though they do not seem to have reached a consensus on what should drive business choices instead.

Here is where I come down in this debate. I agree with behavioral finance theorists that managers should not tailor decisions to keep investors (or analysts) happy in the short term. Too many firms have followed this path to destruction, by buying back stock or borrowing money, just because that is the flavor of the moment. Managers should focus on increasing long term value, but I think it is a mistake to ignore the messages that they get from market reactions to their decisions. When stock prices go up or down on the announcement of an action, there is some aspect of that action that is pleasing or troubling to investors. All too often, markets turn out to be right and managers to be wrong in the long term. In fact, managers who are convinced that their decisions will increase firm value are often operating under some of the same behavioral quirks that affect investors - they are over confident and systematically over estimate their abilities.

I think that the objective in decision making in a publicly traded firm should be value maximization with a market feedback loop.

In effect, managers should make decisions that maximize firm value but should use the stock price reaction to both frame those decisions in ways that appeal to investors, and modify the decisions themselves. Here is a simple illustration of how this process will work. Let us assume that you, as managers of a publicly traded firm, believe that the firm are over levered and that issuing new equity and retiring debt is the action you need to take to maximize long term firm value. Your initial announcement is greeted badly by investors, with your stock price going down. At one level, this reflects the fear (some may say irrational) of any action that increases shares outstanding - the dilution bogeyman. At another, it reflects skepticism about managerial claims that the firm is over levered. Here is how you could modify your decision to meet investor concerns/ beliefs. Rather than issue shares, you may raise equity using warrants (which do not seem to evoke the same fear of dilution) and provide more information to investors about why you believe that you are over levered. I know that there is no guarantee that this will work but I think it is worth a try.

Behavioral finance and corporate finance

I wrote my first corporate finance book in the 1990s and Corporate Finance remains my favorite subject to teach, since it forces me to think about how businesses should be run and not just about investing in these businesses. It is a constant reminder that it is great business people who create strong economies and not great investors. As a linear thinker who likes my ducks in a row, my vision of corporate finance has always been built around maximizing the value of a business (rather than stock prices) and how investing, financing and dividend policy should be set by a firm (private or public), with this objective in mind.

Over the last two decades, behavioral finance has become the fastest growing area in finance. Much of the early work was directed at how investors behave: studies indicated that investors suffering from over confidence, and with skewed estimates of their own ability and likelihood of success, tend to drive stock prices away from "rational" levels. In the last decade, behavioral finance has started making inroads into corporate finance, looking at how managers in publicly traded firms behave and finding, to no surprise, that they exhibit the same frailties that we see with the investing public. Over confident managers over estimate cash flows on projects, use too much debt and tend to feel that their stocks are under valued (thus explaining the reluctance to use new stock issues).

I must confess that I have been a skeptic about behavioral finance and there is almost no mention of it in any of my corporate finance books. I have tried to at least partially remedy that defect in the third edition of my Applied Corporate Finance book that will get to the book stores later this year. Why this capitulation and why now? Though it is easy to attribute everything to the market crisis of 2008, this has been building up for a longer period and these are some of my reasons:

a. Some of the initial work in behavioral finance was designed more for shock appeal and clearly aimed at shaking up establishment thinking (which needed shaking up). The early papers in the area took great glee in pointing out the failures of traditional finance but offered little in terms of how to do things better. In recent years, there have been two signs that the area is maturing. The first is that disagreements are popping up between behavioral finance researchers on key issues in behavioral finance. The second is that more of the literature in recent years has started looking beyond the descriptive component to prescriptions. In other words, rather than just tell us that managers fail to ignore sunk costs in decision making, we are seeing more discussion of how best to design systems that may minimize the costs from this tendency.

b. Traditional finance, by ignoring management (and human) proclivities, has given both theorists and practitioners an easy pass. It allows academics (who have never had to run a business) to lecture managers about how "irrational" they are in their decision making, and it allows managers to ignore basic principles on investing and financing, by pointing to the ivory towers that academics live in and the unrealistic assumptions they make to get to their conclusions.

As I tried to incorporate what I know about behavioral finance into my corporate finance big picture, I was struck by the tension between describing things as they are and describing things as they should be. It is true that managers often behave in ways that are inconsistent with traditional basic financial principles and it is also true that we can trace the way managers behave to quirks in human behavior. I understand why managers over invest, borrow too much or too little, are reluctant to issue new equity and buy back too much stock. I also believe that I cannot abandon talking about what managers should be doing and why their actions cost stockholders money. I tried my best to walk that fine line in my new edition and I will talk about my conclusions in pieces in the next few posts.

Losers and Winners: The inevitable consequence of risk taking...

I am still astounded by the incapacity of some in the financial media to see the obvious. As an example, consider this article from the Wall Street Journal today:
http://online.wsj.com/article/SB10001424052970204005504574233831651104814.html
If you cannot read the whole article, you are not missing a whole lot since I can summarize the basic theme as follows. A lot of the funds that were in the bottom 10% of last year's performers are in the top 25% of performers this year. As my 10-year old would say "Duh". Why is this a surprise? A risk taking fund will move back and forth between the best and worst performing funds on a period to period basis, based upon how the market does. A fund that is exposed to a great deal of market risk (high beta funds) will be among the best performers when markets do well and badly when markets do badly.

My problem with this article is that it tries to look for deeper meaning when there is really is none. The only good thing I can say about funds that did well this year is that they did not decide to become conservative at exactly the wrong time, but the ultimate test is whether you make money in the long term. There is little in the history of any of the funds mentioned in this article that fills me with confidence that they know what they are doing and that the returns that they are making in good years will cover what they will lose in the bad years.

Valuing declining and distressed companies

In my last post, I noted the difficulties that we face when valuing young companies. In particular, I noted both the difficulties we face in estimating cash flows for these firms and factoring in the possibility of failure. In many ways, we face the same problems at the other end of the life cycle, when valuing firms at the other end of the life cycle. In particular, declining and distressed firms share five characteristics:

1. Stagnant or declining revenues: Perhaps the most telling sign of a company in decline is the inability to increase revenues over extended periods, even when times are good. Flat revenues or revenues that grow at less than the inflation rate is an indicator of operating weakness. It is even more telling if these patterns in revenues apply not only to the company being analyzed but to the overall sector, thus eliminating the explanation that the revenue weakness is due to poor management (and can thus be fixed by bringing in a new management team).

2. Shrinking or negative margins: The stagnant revenues at declining firms are often accompanied by shrinking operating margins, partly because firms are losing pricing power and partly because they are dropping prices to keep revenues from falling further. This combination results in deteriorating or negative operating income at these firms, with occasional spurts in profits generated by asset sales or one time profits.

3. Asset divestitures: If one of the features of a declining firm is that existing assets are sometimes worth more to others, who intend to put them to different and better uses, it stands to reason that asset divestitures will be more frequent at declining firms than at firms earlier in the life cycle. If the declining firm has substantial debt obligations, the need to divest will become stronger, driven by the desire to avoid default or to pay down debt.

4. Big payouts – dividends and stock buybacks: Declining firms have few or any growth investments that generate value, existing assets that may be generating positive cashflows and asset divestitures that result in cash inflows. If the firm does not have enough debt for distress to be a concern, it stands to reason that declining firms not only pay out large dividends, sometimes exceeding their earnings, but also buy back stock.

5. Financial leverage – the downside: If debt is a double-edged sword, declining firms often are exposed to the wrong edge. With stagnant and declining earnings from existing assets and little potential for earnings growth, it is not surprising that many declining firms face debt burdens that are overwhelming. Note that much of this debt was probably acquired when the firm was in a healthier phase of the life cycle and at terms that cannot be matched today. In addition to difficulties these firms face in meeting the obligations that they have committed to meet, they will face additional trouble in refinancing the debt, since lenders will demand more stringent terms.

From a valuation perspective, using conventional discounted cash flow models can lead us to over value declining and distressed firms, where the possibility of distress is high. I think that we need to adjust the values that we obtain from DCF valuations for the likelihood that these firms will not make it. While there is no simple way to estimate the probability of failure, there are clues in the market that we can use to make reasonable estimates. I have a paper on the topic that you can download (if you are interested)

http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1428022

Your comments are always appreciated.

Valuing Young Companies

One of the biggest challenges in valuation is valuing a young company, early in its life cycle, especially when that company has not established products. There are six reasons why valuation is difficult under these conditions:
1. No history: At the risk of stating the obvious, young companies have very limited histories. Many of them have only one or two years of data available on operations and financing and some have financials for only a portion of a year, for instance.
2. Small or no revenues, operating losses: The limited history that is available for young companies is rendered even less useful by the fact that there is little operating detail in them. Revenues are small or non-existent for idea companies and the expenses often are associated with getting the business established, rather than generating revenues. In combination, they result in significant operating losses.
3. Dependent on private equity: While there are a few exceptions, young businesses are dependent upon equity from private sources, rather than public markets. At the earlier stages, the equity is provided almost entirely by the founder (and friends and family). As the promise of future success increases, and with it the need for more capital, venture capitalists become a source of equity capital, in return for a share of the ownership in the firm.
4. Many don’t survive: Most young companies don’t survive the test of commercial success and fail. There are several studies that back up this statement, though they vary in the failure rates that they find. A study of 5196 start-ups in Australia found that the annual failure rate was in excess of 9% and that 64% of the businesses failed in a 10-year period. Knaup and Piazza (2005,2008) used data from the Bureau of Labor Statistics Quarterly Census of Employment and Wages (QCEW) to compute survival statistics across firms. This census contains information on more than 8.9 million U.S. businesses in both the public and private sector. Using a seven-year database from 1998 to 2005, the authors concluded that only 44% of all businesses that were founded in 1998 survived at least 4 years and only 31% made it through all seven years.
5. Multiple claims on equity: The repeated forays made by young companies to raise equity does expose equity investors, who invested earlier in the process, to the possibility that their value can be reduced by deals offered to subsequent equity investors. To protect their interests, equity investors in young companies often demand and get protection against this eventuality in the form of first claims on cash flows from operations and in liquidation and with control or veto rights, allowing them to have a say in the firm’s actions. As a result, different equity claims in a young company can vary on many dimensions that can affect their value.
6. Investments are illiquid: Since equity investments in young firms tend to be privately held and in non-standardized units, they are also much more illiquid than investments in their publicly traded counterparts.
In the new edition of my book titled "The Dark Side of Valuation", I have a chapter dedicated to young companies. I have excerpted the section of the book on young companies in this paper:
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1418687
I hope you find it useful.

Macro and Market Timers

I am sure that you have sensed a bias that I bring to the table about market and macro timers but I think I should make it explicit. I believe that there are ways in which you can beat the market in the long term, but very few of those ways involve market timing or calls about the macro economy. I know that there are stories in every market about great market timers, i.e., investors who made exactly the right call at exactly the right time about a market: Japan in 1989, dot-com stocks in 2000, housing in 2007 and financial assets in late 2008. Here is why I remain a skeptic:

a. Small sample: Unlike stock pickers who have to put out recommendations on hundreds of firms, the nature of market timing and macro calls (about exchange rates or the economy) is such that even the most long-standing forecasters have made only about 15-20 calls in their entire lifetime. As a result, rejecting the null hypothesis that successful calls are due to luck becomes much more difficult. For instance, a stock picker who gets 60 out of 100 calls right, is statistically beating randomness but we cannot reject the hypotheis that a market timer who is right 10 times out of 15 is just lucky.

b. Fuzzy recommendations: One aspect of market timing and macro forecasting that is frustrating and makes testing difficult is the fact that market timers often do not make specific recommendations. Again, the contrast with a stock picker is stark: when a stock picker tells you a stock is cheap, you can buy the stock and test out the recommendation. Market timers and macro forecasters often make recommendations that are not just difficult to convert into action but also impossible to put to the test.

c. Timing is everything: Anyone who makes a market call and sticks with it for a long period will eventually be right. However, the call itself becomes a bad one for investors who followed it, since they often would have lost far more money in the period where the call was wrong than they made back at the time the call turns out to be right. Thus, calling the dot-com bubble in 1997, the housing crisis in 2004 and the Japanese stock market bubble in 1986 should all be classified as mistakes rather than the right calls.

Historically, there have been far more investors who have been successful, over long periods, picking stocks than timing markets, but the allure of market timing remains strong. Here are three tests that I would suggest you put any market timer or strategy to:

1. Has the market timer been right often enough to reject the hypothesis that his or her success is entirely random?
t statistic for success = Proportion of calls that are right/ (0.5/ Square root of the number of calls)
Thus, a market timer who has been right 15 times out of 25, will have the following t statistic:
t = (15/25)/ (.5/5) = 1.00
Statistically, this does not beat randomness?

2. Is the market timer right at the right time or is he or she a Cassandra?
Market timers who are consistently bullish or bearish are dangerous. There is more of a personal psychological component to their recommendation than an analytical component.

3. Does the market timer provide fuzzy stories or make specific recommendations?
I have more respect for market timers who are categorical about what investors should do - buy or sell short a specific market - than those who tell meandering stories (that may actually read well) but leave investors confused at the end.

Finally, ask the question that needs to be asked of any successful investor or strategy? Why does the investor or strategy succeed? Every successful strategy needs an edge. Since that edge cannot be better information with market timing (whereas it can for individual companies), what is it?

Culprit found for market crisis!!!!

You can now sleep better at night. Jeremy Grantham, market strategist for GMO, an institutional asset management firm, has found the culprit for the market crisis. According to Grantham, the efficient market hypothesis is to blame for the financial crisis. Quoting Mr. Grantham, "The incredibly inaccurate efficient market theory was believed in totality by our financial leaders.... It left our economic and government establishment sitting by confidently, even as a lethally dangerous combination of asset bubbles, lax controls, pernicious incentives and wickedly complicated instruments led to our current plight". Clearly Mr. Grantham has a gift for hyperbole but is he speaking the truth? Let's take apart his claims:

1. "Incredibly inaccurate efficient market theory": Perhaps, but my understanding of efficient markets is different from Mr. Grantham. My understanding is that very few investors can beat the market in an efficient market, and there is a catch in almost any strategy that claims to make money easily. I am not sure what part of this statement is inaccurate and I would love to be enlightened. It does take a lot of gumption for someone with Mr. Grantham's track record to talk about inaccuracy, but you are welcome to check out his history:
http://www.cxoadvisory.com/gurus/Grantham/

2. "Believed in totality by our financial leaders": Interesting. I did not know that we had financial leaders, but I guess Mr. Grantham is talking about the academia and investment banks. If it is academia, he is wrong, because almost every problem with market efficiency has been uncovered by academia, and academics (such as Robert Shiller) were among the first to draw attention to the dot-com and housing bubbles. It could not be investment bankers that he is referring to, because almost everything they do is premised on markets being inefficient. After all, what would the point of securitization be, if every one paid a fair price and there were no easy profits? Or of acquisitions, when all target companies trade at the right price?

3. "Lethally dangerous combination of asset bubbles, lax controls, pernicious incentives and wickedly complicated instruments": Market efficiency is to blame for all of these? Really? So, let's see.
- The efficient market hypothesis is about 40 years old. There must have been no asset bubbles before then. I wonder how those investors in South Sea stock (London in 1711) and tulip bulbs (Amsterdam in 1637) got their hands on the efficient market hypothesis.
- Lax controls? The financial services sector, the most controlled and regulated sector in the economy, was the one that precipitated this crisis.
- Pernicious incentives? I don't disagree, but how can you blame the efficient market hypothesis for compensation contracts that tied traders' pay to how much profit they made in a yer.
- And wickedly complicated instruments? Sure, but there would be no point to these instruments in an efficient market, since everything would be fairly priced. It was people who believed that markets were inefficient who created these instruments with the intent of exploiting inefficiencies.

I guess I must be a dreamer to even think that efficient markets have a shot in the face of Grantham's well thought out arguments. After all, in an efficient market, active portfolio managers will, on average, under perform the market, returns will decrease with trading activity, equity research analysts will provide little value added to investors and market strategists will be useless appendages at investment houses, making meaningless forecasts about future market movements. Never mind! I think I have made my case.