Cannabis Industry Outlook and Trends – What Lies Ahead for 2020
The Cannabis industry continues to attract growers, retailers and other entrepreneurs in large numbers. While sales have increased substantially over the last several years, it is becoming apparent that a focus on fundamentals is becoming more important to stay solvent or become an attractive acquisition target. We recently participated in a webinar where a group of industry specialists discussed current market activity, M&A trends, valuation, capital availability, and regulatory environment in cannabis. Here are some of the highlights:
- Cannabis companies with steady corporate governance, internal controls, processes, compliance, and strong focus on bottom line will be more attractive targets.
- Cannabis global market development is the next chapter for the industry. Legalization is growing outside of the United States and countries that are first to the global marketplace can create sustainable advantages.
- De-scheduling from Schedule I of the Controlled Substances Act will push multiples downwards. Multiples have already compressed substantially with revenue multiples averaging 6.3 times – 6.4 times for deals $1MM and up.
- CBD is being added to products across the retail spectrum from food to make-up, but with little legal oversight or requirements. While the industry has seen more investor and commercial lawsuits to date, consumer class action lawsuits could become more prevalent since CBD products can easily be mislabeled or ineffective.
- Best practices command quarterly or some other frequency valuations to support ROI analysis.
- Acquisitions are getting done via the Canadian stock exchange market. While some companies have been successful in that strategy, in the long-term that strategy is going to be viable for only a minority of companies.
If you’re a partner who participates in the cannabis industry and would like to learn more about The Cannabis Best Practices Group, contact Victoria Hall at email@example.com.
Victoria Hall joined Quist Financial in August 2013. She specializes in business and securities valuations for corporate finance and financial reporting purposes, including portfolio company valuations, purchase price allocation, goodwill impairment testing, and valuation of intangible assets and intellectual property.
Prior to joining Quist, Ms. Hall worked at EchoStar Corporation where she focused on mergers and acquisitions in the technology, media and telecommunications sector, with a primary focus on investments in early and later stage startup companies. Earlier in her career, Ms. Hall worked at United Physicians Management Services, performing management consulting work for medical practices.
Ms. Hall holds an MBA from the Babcock Graduate School of Management at Wake Forest University and an M.A. in Oriental Languages and History from Kiev National T. Shevchenko University in Kiev, Ukraine.
The IRS S corp Job Aid says in the introductory section:
[A]bsent a compelling showing that unrelated parties dealing at arm’s-length would reduce the projected cash flows by a hypothetical entity level tax, no entity level tax should be applied in determining the cash flows of an electing S corporation. In the same vein, the personal income taxes paid by the holder of an interest in an electing S Corporation are not relevant in determining the fair market value of that interest. Click to read Job Aid
The valuation community agrees that, in reality, investors consider both implicit and explicit taxes when making investment decisions. Practitioners may differ on how these taxes should be quantified; however, empirical evidence supports that all taxes are integral to understanding the fair market value of an interest.
A “Complex Security” can refer to a number of different financial securities including: 1) preferred stock; 2) convertible debt; 3) options; and 4) warrants. What makes one security more complex over the other? Simply put, it is the number of unknown variables or conditions that exist that drive the behavior of that security and ultimately its value.
Let’s look at an example of a “complex security” that most people are very familiar with – equity options. Equity options are commonly granted to employees by companies as a form of incentive. An option gives the holder the right to purchase or sell a stated number of shares of stock at a fixed price (also known as: exercise or strike price) within a predetermined period. The holder of the option, however, is not obligated to exercise the option.
The value of a stock option can be broken down into two components, intrinsic value and time value. Intrinsic value is the difference between the value of the stock and the exercise price. For example, if the share price is $90 and the exercise price of the option is $100, the intrinsic value is zero. Conversely, if the share price is $100 and the exercise price of the option is $90, the intrinsic value is $10. In general, as the value of the underlying stock increases, the value of the call option also increases. For privately-held companies that issue equity options the primary unknown variable is the price of the underlying stock.
The Black-Scholes model is the most widely used and best known theoretical option model for valuing options. The primary inputs of the Black-Scholes model are 1) stock price; 2) exercise price; 3) risk-free rate; 4) volatility; and 5) time to expiration. However, the Black-Scholes model has a number of limitations including:
- It is more appropriate for options with expiration dates that are relatively short;
- It assumes the short term rate is known and constant through time;
- The distribution of possible stock prices at the end of any infinite interval is lognormal;
- It assumes that the stock pays no dividends;
- It assumes the option can be exercised only at maturity; and
- It assumes no commissions or other transaction costs are incurred to buy or sell the stock or the option.
The Black-Scholes may not be appropriate to use for complex securities that have a fairly long time until expiration or for complex securities that have various triggering events (i.e. unpredictable conditions that will drive their behavior). A lattice model may be a more appropriate model to use when greater flexibility is required to predict exercise behavior and various market and performance conditions. Whereas the Black-Scholes model is a ‘closed form’ method that calculates the price of an option based on a formula of certain parameters, the lattice method is an ‘opened form’ method that requires the prediction of certain behaviors and parameters with distinct probabilities at certain points in the future.
Let’s take a look at an example of when a security becomes more complex to value and how a lattice model can better accommodate the flexibility required to value the security. We recently worked with a client to determine the value of a number of convertible debt securities issued by the company. Convertible debt securities are hybrid instruments since they exhibit characteristics of both debt and equity securities. What made these securities vastly more complex to value were the various events around when and how the convertible debt would convert (“Triggering Events”) and their corresponding payout structures. The convertible debt securities could be 1) held to maturity; 2) convert into an existing round of preferred financing or into a new round of preferred financing; or 3) receive two times the principal amount of the note if there was a change in control of the company.
In order to value the convertible debt securities, we had to determine:
- Under what conditions would the debt securities convert into existing preferred stock and when;
- Under what conditions would the company raise new capital and when;
- Under what conditions would there be a change of control and when; and
- What was the probability of default.
The value of the debt securities was different under each scenario and each scenario was dependent on several uncertain variables including timing and conversion ratios. The probability of each scenario was also dependent upon several internal and external factors outside the control of the company.
We utilized a binomial model to value the straight bond, a call option price lattice for the conversion option, and calculated the present value of any future payments of principal and interest in the case of a change in management or a company acquisition. Once each scenario was modeled, we probability weighted each scenario based on discussions with management, in order to determine the overall value of the security.
The lattice model is a decision tree model that allows for an infinite number of possible outcomes over time. In the illustration below, S is the value of the security and q is the probability of an upward movement to Su and 1-q is the probability of downward movement to Sd more complex and integrated model is required.
Each node represents the value of the security and considers the probabilities of various triggering events and incorporates the value of the security of such an event occurs. Lattice modeling is a powerful analytic tool and when set up correctly can provide more accurate results. However, despite their many uses, lattice models remain a neglected tool in the appraisal process, primarily because they are complex to administer. When determining if a lattice model is appropriate to use, be sure that you are working with a valuation firm that has experience in valuing complex securities and knows how to set up a lattice model properly.
 There are two types of options: call options and put options. Call options provide the holder the right to buy a security. Put options provide the holder the right to sell a security
For an operating company, the income approach often provides the best indication of value to rely upon, because it reflects the cash flow expectations specific to the company. The income approach, specifically a discounted cash flow analysis (“DCF”), captures the value of a company’s future expectancy by discounting a company’s projected operating cash flows by a discount rate to yield a price that investors would be willing to pay for the indicated cash flow stream. As such, management’s projections are a key factor in determining the integrity and veracity of the indication of value resulting from the income approach.
The valuation community relies on the income approach as a primary method in determining the value of a company because, in most cases, publicly traded companies are too big with more diversified operations and guideline merger and acquisition transaction details are often limited. Projections and the underlying assumptions contained therein are discussed in the management interview. The management interview is an important step in the valuation process, as it is an opportunity for the management team to explain and justify the projections to the appraiser. Management should be prepared to answer the following questions about their projections:
- What is the company’s current order backlog and how does it compare to prior years? What does it say about the current near term outlook?
- Are there any pending sales or project proposals outstanding that have not yet been awarded to the Company, but which could have a major impact on its results if awarded?
- How were the company’s projections prepared and with input from whom?
When developing projections, management should consider the following factors as a beginning point in developing company forecasts:
- Percentage growth by year
- Unit volume growth by year by product line
- Changes in unit prices by year by product line.
- Large or unusual factors contributing to future revenues.
- Likelihood of achieving forecast.
- Breakdown of anticipated growth between growth of market in total and Company’s growth in market share.
- Gross profit margin percentage trends by year overall and by product.
- Comparison to past actual performance.
- Which line items represent fixed and/or semi-fixed costs.
- Which line items represent variable costs.
Tax Rate Changes
Capital Expenditures (Capex):
- Maintenance capex vs. Growth capex.
- Method of funding expenditures (internally or externally).
- How far (revenues) Company can go with current physical capacity? Amount of excess capacity?
There are many common pitfalls in management projections:
- Projected revenue growth and profit margins exceed the Company’s historical performance or margins far exceed those achievable by the comparable peer group (aka: the industry, the marketplace);
- Closely-held businesses include expenses unrelated to the operations of the company (i.e. business owners personal expenses and salaries paid to family members who are not active in the business);
- Projected operating expenses and capital outlays don’t reflect levels to support the ongoing operations of the Company (i.e. business owners underpay themselves, computer equipment and software has not been updated, manufacturing equipment is dated and fully depreciated).
- Management projects depreciation expense outpaces expected capital maintenance requirements, or put more simply management is projecting its fixed asset base will deteriorate without additional capital spent to maintain or update the assets; and
- Projected net working capital requirements are significantly below that of industry peers.
When faced with projections that are out of line with past performance, Quist can make the following adjustments. First, we can reflect the risk of the Company achieving the projections provided by management by applying either a higher discount rate (if projections are “aggressive” relative to past performance) or lower discount rate (if projections are “conservative” relative to past performance) on the future projected cash flow streams. Second, we may run multiple scenarios (low-case, mid-case, and high case) and weight the resulting indications of value based on an assessment of the primary assumptions driving each scenario. Quist’s ability to run sensitivity analysis around a multitude of factors (i.e. revenue growth, margin, profit growth, etc.) helps us to understand where the primary risks are around management execution.
Good financial projections are a key piece to performing the income approach and arriving at a supportable and believable valuation conclusion. When creating projections, it is important for management to understand the underlying assumptions contained within each section of the company’s forecast. In addition, it is important that management clearly articulate how they arrived at their projected figures and how they plan to achieve the forecast, especially in regards to how the company has performed historically. A good understanding of this information will allow a management team to confidently explain how the company will address each assumption and make it a reality.
Anas Elmadhun began working at Quist in November 2014 on the firms Financial Reporting team. His background is in Property and Restaurant Management. His interests lie in business strategy and management solutions. Presently he is pursuing his CFA (Chartered Financial Analyst) charter as well as the ASA (Accredited Senior Appraiser) designation.
Cannabis Industry Outlook and Trends – What Lies Ahead for 2020
February 12, 2020 Newsletter 0 Comment(s)
The Cannabis industry continues to attract growers, retailers and other entrepreneurs in large numbers. While sales have increased substantially over the last several years, it is becoming apparent that a focus on fundamentals is becoming more important to stay solvent […]
Continue reading →
Industry Update: IRS publishes an internal document that reveals the agency’s most current thinking on the valuation of S Corps
The IRS S corp Job Aid says in the introductory section: [A]bsent a compelling showing that unrelated parties dealing at arm’s-length would reduce the projected cash flows by a hypothetical entity level tax, no entity level tax should be applied […]
Continue reading →
“Under the Hood” of Complex Securities
A “Complex Security” can refer to a number of different financial securities including: 1) preferred stock; 2) convertible debt; 3) options; and 4) warrants. What makes one security more complex over the other? Simply put, it is the number of […]
Continue reading →
Common Pitfalls in Management Projections
For an operating company, the income approach often provides the best indication of value to rely upon, because it reflects the cash flow expectations specific to the company. The income approach, specifically a discounted cash flow analysis (“DCF”), captures the […]
Continue reading →