Posts from MBA Mondays

Yet another MBA Monday topic comes from the comments of last week’s post. This series is turning into a conversation which makes me very pleased.

Mr Shawn Yeager said:

As a recovering lawyer, and a serial entrepreneur, I constantly have associates, friends, and family coming to me for advice on formation issues (amongst other things). I think your high level overview leaves out something that always comes as a surprise to these people: the concept of “Piercing the Corporate Veil” of liability protection.

As you know there are certain rules, forms and procedures which must be followed as a liability shielded entity, be it S Corp, LLC, C Corp (or even as a limited partner). To not follow these forms strips the liability protection away from the company and exposes the person to personal liability as if they were a sole proprietor. For some reason, people are always surprised by this. Situations arise where records are not kept, annual meetings are not held, control is exerted, or personal funds are co-mingled with the business. When the company is involved in litigation, the owners find themselves on the hook. Depending upon the jurisdiction, any of a laundry list of things could wind up stripping the protection away.

I said last week that forming a company is the best way to “putting a buffer between you and the business.” But as Shawn and others point out in last week’s comment thread, you can’t just pretend to be a business, you have to be a business.

“Being a business” means separating your personal and business records, separating your personal and business bank accounts, treating the business as a real entity, having board meetings, taking board minutes, doing major activities via board resolutions, following “due process.”

If you don’t behave as a real business, you could find yourself in a situation where someone, most commonly someone who is suing your business, can come after you (and your business partners) personally. And then you are going to say “but what about the liability limitation the business provides?”  It may not be there for you. 

That’s called “piercing the corporate veil”. And you should take that threat seriously. So once you create a company, treat it seriously, follow the rules, and do it right. Once again, if you have a good lawyer, he or she will lay this all out for you and even give you many of the tools to do this stuff right.

I'm taking a turn on MBA Mondays today. We are moving past the concepts of interest and time value of money and moving into the world of corporations. Today, I'd like to talk about what kinds of entities you might encounter in the world of business.

First off, you don't have to incorporate to be in business. There are many people who run a business and don't incorporate. A good example of this are many of the sellers on Etsy. They make things, sell them, receive the income, and pay the taxes as part of their personal returns.

But there are three big reasons you'll want to consider incorporating; liability, taxes, and investment. And the kind of corporate entity you create depends on where you want to come out on all three of those factors. 

I'd like to say at this point that I am not a lawyer or a tax advisor and that if you are planning on incorporating, I would recommend consulting both before making any decisions. I hope that we'll get both lawyers and tax advisors commenting on this post and adding to the discussion of these issues. I'll also say that this post is entirely based on US law and that it does not attempt to discuss international law.

With that said, here goes.

When you start a business, it is important to recognize that it will eventually be something entirely different than you. You won't own all of it. You won't want to be liable for everything that the company does. And you won't want to pay taxes on its profits.

Creating a company is implicitly recognizing those things. It is putting a buffer between you and the business in some important ways.

Let's talk first about liability. When you create a company, you can limit your liability for actions of the corporation. Those actions can be for things like bills (called accounts payable in accounting parlance), promises made (like services to be rendered), and lawsuits. This is an incredibly important concept and the reason that most lawyers advise their clients to incorporate as soon as possible. You don't want to put yourself and your family at personal risk for the activities you undertake in your business. It's not prudent or expected in our society.

Taxes are the next thing most people think about when incorporating. There are two basic kinds of corporate entities for taxes; "flow through entities" and "tax paying entities." Here is the difference. Flow through corporate entities don't pay taxes, they pass the income (and tax paying obligation) through to the owners of the business. Tax paying entities pay the taxes at the corporate level and the owners have no obligation for the taxes owed. Your neighborhood restaurant is probably a "flow through entity." Google is a tax paying entity. When you buy 100 shares of Google, you are not going to get a tax bill for your share of their earnings at the end of the year.

And then there is investment/ownership. Even before we talk about investment, there is the issue of business partners. Let's say you want to split the ownership of your business 50/50 with someone else. You have to incorporate to create the entity that you can co-own. And when you want to take investment, you'll need to have a corporate entity that can issue shares or membership interests in return for the capital that others invest in your business.

So now that we've talked about the three major considerations, let's talk about the different kinds of entities you will come across.

For many new startups, the form of corporate entity they choose is called the LLC. It stands for Limited Liability Company. This form of business has been around for a long time in some countries but became recognized and popular in the US sometime in the past 25 years. The key distinguishing characteristics of a LLC is that you get the limitation of liability of a corporation, you can take investment capital (with restrictions that we'll talk about next), but the taxes are "flow through". Most companies, including tech startups, start out as LLCs these days. Owners in LLC are most commonly called "members" and investments or ownership splits are structured in "membership interests."

As the business grows and takes on more sophisticated investors (like venture funds), it will most often convert into something called a C Corporation. Most of the companies you would buy stock in on the public markets (Google, Apple, GE, etc) are C Corporations. Most venture backed companies are C Corporations. C Corporations provide the limitation of liability, provide even more sophisticated ways to split ownership and raise capital, and most importantly are "tax paying entities." Once you convert from a LLC to a C corporation, you as the founder or owner no longer are responsible for paying the taxes on your share of the income. The company pays those taxes at the corporate level.

There are many reasons why a venture fund or other "sophisticated investors" prefer to invest in a C corporation over a LLC. Most venture funds require conversion when they invest. The flow through of taxes in the LLC can cause venture funds and their investors all sorts of tax issues. This is particularly true of venture funds with foreign investors. And the governance and ownership structures of an LLC are not nearly as developed as a C corporation. This stuff can get really complicated quickly, but the important thing to know is that when your business is small and "closely held" a LLC works well. When it gets bigger and the ownership gets more complicated, you'll want to move to a C corporation.

A nice hybrid between the C corporation and the LLC is the S corporation. It requires a simpler ownership structure, basically one class of stock and less than 100 shareholders. It is a "flow through entity" and is simple to set up. You cannot do as much with the ownership structure with an S corporation as you can with a LLC so if you plan to stay a flow through entity for a long period of time and raise significant capital, an LLC is probably better.

Another entity you might come across is the Limited Partnership. The funds our firm manages are Limited Partnerships. And some big companies, like Bloomberg LP, are limited partnerships. The key differences between a Limited Partnership and LLCs and C corporations are around liabilities. In the limited partnership, the investors have limited liability (like a LLC or C corporation) but the managers (called General Partners) do not. Limited Partnerships are set up to take in outside investment and split ownership. And they are flow through entities.

There are many other forms of corporate ownership but these three are among the most common and show how the three big issues of liability, ownership, and taxes are handled differently in each.

The important thing to remember about all of this is that if you are starting a business, you should create a corporate entity to manage the risk and protect you and your family from it. You should start with something simple and evolve it as the business needs grow and develop. 

As an investor, you should make sure you know what kind of corporation you are investing in, you should know what kind of liability you are exposing yourself to, and what the tax obligations will be as a result.

And most of all, get a good lawyer and tax advisor. Though they are expensive, over time the best ones are worth their weight in gold.

It's time for MBA Mondays again. For the third week in a row, the topic of the post has been suggested by a reader. Last week, Elia Freedman wrote:

"A suggestion for your next post. The logical follow-on is to explain the second half of the TVM (time value of money), which is compounding interest."

Before I address the issue of compounding interest, I'd like to recognize two things about the MBA Monday series. The first is that each post has a very rich comment thread attached to it. If you are seriously interested in learning this stuff, you would be well served to take the time to read the comments and the replies to them, including mine. The second is that the readers are building the curriculum for me. Each post has resulted in at least one suggestion for the next week's post. I dove into MBA Mondays without thinking through the logical progression of topics. At this point, I'm just going to run with whatever people suggest and try to assemble it on the fly. It's working well so far. So if you have a suggestion for next week's topic, or any topic, please leave a comment.

Last week, I described interest as the rate of change in the time value of money. And we broke interest rates down into the real rate, the inflation factor, and the risk factor. And we calculated that if you invested $900 today at an 11.1% rate of interest, you'd end up with $1000 a year from now.

But what happens if you wait a few years to get your money back and receive annual interest payments along the way? Let's say you invest the same $900, receive $100 each year for four years, and then in the last year, you receive $1000 (your $900 back plus the final year's $100 interest payment).

There are two scenarios here and they depend on what you do with the annual interest payments.

In the first scenario, you pocket the cash and do something else with it. In that scenario, you will realize the 11.1% rate of interest that you would have realized had you taken the $1000 one year later. It's basically the same deal, just with a longer time horizon. And your total proceeds on your $900 investment are $1400 (your $900 return of "principal" plus five $100 interest payments).

In the second scenario, you reinvest the interest payments at 11.1% each year and take a final payment in year five. If you reinvest each interest payment at 11.1% interest, at the end of year five, you will receive $1524 as your final payment. Notice that the total proceeds in this scenario are $124 higher than in the other scenario. That is because you reinvested the interest payments instead of pocketing them.

Both scenarios produce a "rate of return" of 11.1%. If you look at this google spreadsheet, you can see how these two scenarios map out. And you can see the calculation of total profit and "internal rate of return".

The fact that you make a larger profit on one versus the other at the same "rate of interest" shows the power of compounding interest. It really helps if you reinvest your interest payments instead of pocketing them. While $124 over five years doesn't seem like much, let's look at the power of compounding interest over a longer horizon.

Let's say you inherit $100,000 around the time you graduate from college. Instead of spending it on something, you decide to invest it for your retirement 45 years later. If you invest it at the 11.1% rate of interest that we've been using, the differences between pocketing the $11,100 you'd get each year and reinvesting it are HUGE.

If you pocket the $11,000 of interest each year, you will receive $599,500 on your $100,000 investment over 45 years.

But if you reinvest the $11,000 of interest each year at 11.1% interest, you will receive $11.4 million dollars when you retire. That's right. $11.4 million dollars versus $599,500. That is the power of compounding interest over a long period of time. 

You can see how this models out in this google spreadsheet (sheets two and three).

Now let's tie this issue to startups and venture capital. Venture capital investments are often held for a fairly long time. I am currently serving on several boards of companies that my prior firm, Flatiron Partners, invested in during 1999 and 2000. Our hold periods for these investments are into their second decade. Of course not every venture capital investment lasts a decade or more. But the average hold period for a venture capital investment tends to be about seven or eight years.

And during those seven to eight years, there are no annual interest payments. So when you calculate the rate of return on the investment, the spreadsheet looks like this. It's a compound interest situation. 

If you go back to the $100,000 over 45 years example, you'll see that a return of 114x your money over 45 years produces the same "return" as 6x your money with annual interest payments.

The differences are not as great over seven or eight years but they are made greater by virtue of the fact that VCs seek to make 40-50% annual rates of return on their capital. If you read last week's post, you'll know that comes from the risk factor involved. The more risk an investment has, the higher rate of return an investor will require on their money in a successful outcome.

If you want to generate a 50% rate of return compounded over eight years on $100,000, you will need to return $2.562 million, or 25.6x your investment. See this google spreadsheet (sheet 4) for the details.

The good news is that most venture capital investments are made over time, not all at once in the first year. So the "hold periods" on the later rounds are not as long and make this math a bit easier on everyone involved (maybe a topic for next week or some other time?). 

But as you can see, compounding interest over any length of time increases significantly the amount of money you need to return in order to pay the same rate of return as a security with annual interest payments. There are two big takeaways here. The first is if you are an investor, you should reinvest your interest payments instead of spending them. It makes a huge difference on the outcome of your investment. The second is if you are an entrepreneur, you should take as little money as you can at the start and always understand that your investors are seeking a return and that the time value of money compounds and makes your job as the producer of that return particularly hard.

It's Monday, time for MBA Mondays. 

Last week, I posted about The Present Value Of Future Cash Flows and in the comments Pascal-Emmanuel Gobry wrote:

That being said, before even covering NPV, I would have first talked about the time value of money. To me, time value of money is one of the top 3 concepts that blew my mind in business school and that should be common knowledge. When you think about it, all of finance, but also much of business, is underpinned by that. Once you understand time value of money, you understand opportunity costs, you understand sunk costs, you just view the world in a whole different light.

PEG is right. We have to talk about the Time Value Of Money and it was a mistake to dive into concepts like Present Value and Discount Rates before doing that. So we'll hit the rewind button and go back to the start. Here it goes.

Money today is generally worth more than money tomorrow. As another commenter to last week's post put it "you can't buy beer tonight with next year's earnings". Money in your pocket, cash in hand, is worth more than cash that you don't actually have in hand. If you think about it that simply, everyone can agree that they'd rather have the cash in hand than the promise of the same amount at some later day.

And interest rates are used to calculate exactly how much more the money is worth today than tomorrow. Let's say that you'd take $900 today instead of $1000 exactly a year from now. That means you'd accept a 11.1% "discount rate" on that transaction. I calculated that as follows:

1) I calculated how much of a "discount" you would take in order to get the money today versus next year. That is $1000 less $900, or $100

2) I then divided the discount by the amount you'd take today. That is $100/$900, which is 11.1%.

This transaction could be modeled out the other way. Let's say you are willing to loan a friend $900 and you agree that he'll pay you an interest rate of 11.1%. You multiply $900 times 11.1%, you get $100 of total interest, and add that to the $900 and calculate that he'll pay you back $1000 a year from now.

As you can tell from the way I talked about them, interest rates and discount rates are generally the same thing. There are technical differences, but both represent a rate of increase in the time value of money.

So if the interest rate describes the time value of money, then the higher it is, the more valuable money is in your hands and the less valuable money is down the road. 

There are multiple reasons that money can be more valuable today than tomorrow. Let's talk about two of them.

1) Inflation – This is a complicated topic that we are not going to get into in detail here. But I need to at least mention it. When prices of things rise faster than they should, we call that inflation. It can be caused by a number of things, most often when the supply of money is rising faster than is sustainable. But the important thing to note is that if a house that costs $100,000 today is going to cost $120,000 next year, that represents 20% inflation and you'd want to earn 20% on your money every year to compensate you for that inflation. You'd want a 20% interest rate on your cash to be compensated for that inflation.

2) Risk – If your money is in a federally guaranteed bank deposit for a year, you might accept 2% interest on it. If it is invested in your friend's startup, you might want a double on your money in a year. Why the difference between a 2% interest rate and a 100% interest rate? Risk. You know you are getting the money in the bank back. You are pretty sure you aren't getting the money back that you invested in your friend's startup and want to get a lot back if it works out.

So let's deconstruct interest rates a bit to parse these different reasons out of them.

Let's say the current rate of interest on a one year treasury bill (a note sold by the US Gov't that is federally guaranteed) is paying a rate of interest of 3%. That is an important rate to pay attention to. Because it is a one year interest rate on a risk free instrument (assuming that the US Gov't is solvent and always will be). We will assume for now that is true. So the "risk free rate" is 3%. That is the rate that the "market" says we should be accepting for a one year instrument with no risk.

Now let's take inflation into account. If the Consumer Price Index (the CPI) says that costs are rising 2.5% year over year, then we can say that the one year inflation rate is 2.5%. It can get a lot more complicated than this, but many real estate leases use the CPI so we can use it too. If you subtract the inflation rate from the risk free rate, you get something called the "real interest rate". In our example, that would be 0.5% (3% minus 2.5%). And we call the 3% rate, the "nominal rate".

Now let's take risk into account. Let's say you can find a corporate bond in the bond market that is coming due next year and will pay $1000 and it is trading for $900 right now. We know from the example that we started with that it is "paying" a discount rate of 11.1% for the next year. If we subtract the 3% risk free rate of interest from the 11.1%, we can determine that market is demanding a "risk premium" of 8.1% over the risk free rate for this bond. That means that not everyone thinks that this company is going to be able to pay back the bond in full, but most people do.

Ok, so hopefully you'll see that interest rates and discount rates have components to them. In its simplest form, and interest rate is composed of the risk free rate plus an inflation premium plus a risk premium. In our examples, the risk free "real" interest rate is 0.5%, the inflation premium is 2.5%, and the risk premium on the corporate bond is 8.1%. Add all of those together, and you get the 11.1% rate that is the discount rate the corporate bond trades at in the markets.

Which leads me to my final point. Markets set rates. Banks don't and governments don't. Banks and governments certainly impact rates and governments can do a lot to impact rates and they do all the time. But at the end of the day it is you and me and it is the traders, both speculators and hedgers, who determine how much of a discount we'll accept to get our money now and how much interest we'll want to wait another year. It is the sum total of all of these transactions that create the market and the market sets rates and they change every second and always will (at least in a capitalist system).

That was tough to do in a blog post. It's a very simple concept but very powerful and as Pascal-Emmanuel said, it is fundamental to all of finance. I hope I explained it well. It's important to understand this one.

My friend Pravin sent me an email last week after my "How To Calculate A Return On Investment" post. He said:

I wish there was a class that I could take that would teach me how to properly research stocks/companies for investment purposes and how that could be made into a private tutoring business. It'd be for people like me, people who didn't go to school for business but still are interested in understanding all the jargon, methods of investing, etc and how to apply it to a buy and hold strategy.

Pravin then went on to say that the post I wrote was exactly the kind of thing he was looking for and that he'd like to see me do more of it. So with that preface, I'd like to announce a new series here at AVC. I'm calling it "MBA Mondays". Every monday I'll write a post that is about a topic I learned in business school. I'll keep it dead simple (many people thought my ROI post last week was too simple). And I'll try to connect it to some real world experience.

I'll start with the topic Pravin wanted some help with: how to value stocks, what they are worth today, and what they could be worth in the future. This topic will take weeks of MBA Mondays to work through but we'll start with a fundamental concept, the present value of future cash flows.

I was taught, and I believe with all my head and heart, that companies are worth the "present value" of "future cash flows". What that means is if you could know with certainty the exact amount of cash earnings that the company will produce from now until eternity, you could lay those cash flows out and then using some interest rate that reflects the time value of money, you could calculate what you'd pay today for those future cash flows.

Let's make it really simple. You want to buy the apartment next to you for investment purposes. It rents for $1000/month. It costs $200/month to maintain. So it produces $800/month of "cash flow". Let's leave aside inflation, rent increases, cost increases, etc and assume for this post that it will always produce $800/month of cash flow.

And let's say that you will accept a 10% annual return on your investment. There are a multitude of reasons why you'll accept different interest rates for different investments, but we'll just use 10% for this one.

Once you know the cash flow ($800/month) and the interest rate (also called the "discount rate"), you can calculate present value. And this example is as easy as it gets because the cash flow doesn't change and the interest rate is 10%.

The annual cash flow is $9,600 (12 x $800) and if you want to earn 10% on your money every year, you can pay $96,000 for the apartment. In order to check the math, let's calculate 10% of $96,000. That's $9,600 per year.

In practice, it is never this simple. Cash flows will vary year after year. You'll have to lay them out in a spreadsheet and do a present value analysis. We'll do that next week.

But it is the principle here that is important. Companies (and other investments) are worth the "present value" of all the cash you'll earn from them in the future. You can't just add up all that cash because a dollar tomorrow (or ten years from now) is worth less than a dollar you have in your pocket. So you need to "discount" the future cash flows by an acceptable rate of interest.

That basic concept is the bedrock of all valuation concepts in finance. It can get incredibly complex, way beyond my ability to calculate or even explain. But you have to understand this concept before you can go further. I hope you do. Next week we'll look at using spreadsheets to calculate present values.