Season 2011-12 Fan Articles
Why Everton haven't been sold
By Richard Larnder :: 13/01/2012Everton?s impending takeover, or not as the case may be, is the hot topic of discussion amongst Evertonians at the moment. According to Chairman Bill, it is potentially the most protracted asset sale of all time, having been trying to shift his (and his fellow shareholders?) shares for what seems like an eternity.
It?s always about the dough
I?ve been involved in the purchase and sale of private companies for a good few years and, believe me; the complexities of these transactions shouldn?t be underestimated. Putting a structure together that works for all parties, making the tax ?work?, trying to get financing (especially when banks aren?t lending) and negotiating with buyers/sellers (and their lawyers, accountants and bankers) and (heaven forbid) the Government can be a logistical minefield.
However, in my experience, any difficulty can be overcome (yes, even the Government) and the most complex transactions can be executed as long as everyone agrees on one thing: Price. And, for me, herein lies the problem.
I think even the most financially illiterate individuals could come to the conclusion that if Everton was put on the market this afternoon for £1, we would have new owners by tea time, such would be the appetite to own one of the oldest, most prestigious and famous football clubs in the world, currently in a secure position in the most lucrative league in the world (for now).
Following that logic must bring you to the natural conclusion that Everton?s ?fair value? lies somewhere between £1 and the current asking price. You see, the above complexities can delay a sale by six months, maybe a year, but assets that have been ?on the market? for ten years and have not been sold are over valued by the vendor. To borrow an Americanism, it?s ?economics 101?.
The devil is in the detail (valuation)
I?m not going to bore everyone with the finer points of valuation because, to be honest, it?s irrelevant and I?ve already bored you enough. You show me a private company valuation (including one of my own) and I?ll show you why it?s inaccurate. The reason for this is that they are all subjective and built on the architect?s assumptions.
However, two areas that always get focussed on in private sales, without fail, are: The level of debt at the point of sale and the historical lack of capital expenditure.
The reasons for this are that they will both be netted from the total value of the business or ?enterprise value? when arriving at the all important number, the amount of cash that will change hands at completion or ?purchase consideration?.
Leverage: Everybody?s friend except the vendor
Debt (and debt-like-items eg, historical transfer fees outstanding) gets knocked-off the enterprise value because it?s how the vendor has chosen to fund the business expansion (stop laughing at the back). He could have used his own cash (equity) after all.
We don?t know what Everton?s debt is today but at 31 May 2011 it was £47.7M. Let?s be kind and assume that the outstanding debt is now £35M due to player sales (which might not have gone to the bank depending on your choice of newspaper) and wage reductions. I?m also ignoring debt-like-items here as they would only be uncovered during due diligence but I?ve seen buyers try to include onerous finance leases in here too!
That?s a £35M reduction in purchase price before we?ve even started.
The Old Lady
The buyer is acquiring the right to the future cash profits of the business (that?s right, I said profit). This number is always estimated using EBITDA (earnings before interest, tax and amortisation) but after taking the required level capital expenditure into account i.e., all businesses need a certain level of capex and this will impact (reduce) the return a buyer can make on his investment.
Here comes the incumbent shareholders? second issue: There has been no investment in capex since the Park End stand was built with the proceeds of Alan Ball?s sale to Arsenal. This means that a buyer is going to need a large out-flow of post-acquisition cash in order to keep the business in its current state, never mind fund expansion. The buyer will add up the historical level of under-spend and knock it off the purchase price.
To be honest, this number is difficult to estimate for obvious reasons, but the Board has suggested in the past that Goodison needs substantial investment to avoid a safety certificate revocation. Again, let?s be kind and assume that £20m of investment is required to keep Goodison and its limited corporate facilities in working order. Remember, this isn?t money for a new stadium (which might also be needed) it?s money that really should have been spent already.
For those of you thinking I?ve overestimated this number, remember that there has also been significant under-spend on the playing side too. We are effectively renting players.
The final reckoning
You don?t need to be Warren Buffet to see that (based on my rudimentary assessment) a buyer could be looking for a £55M (maybe more) reduction in purchase consideration before even discussing enterprise value i.e., even if you conclude that the business is ?valued? at £80M based on its potential future profits, the outgoing shareholders would only get £25M.
In conclusion, it?s my view that the main reason the club hasn?t been sold to date is price. I don?t really see how it can be anything else.
ps ? I don?t think the value of the business is anywhere near £80M given that all you?re effectively buying is a tired, ageing brand and the right to incur future losses, but that?s a story for another day. Remember that, based on the above, the shareholders need a valuation of £55M to sell the club for £1.
Reader Comments (54)
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2 Posted 13/01/2012 at 17:38:06
They are not going to spend anything to give them a chance of making a return and the business does not have the capacity to grow itself, that's as clear as day. In fact the longer they stay the more likely administration becomes IMO.
The only scenario I can see is maybe they are doing a Doug Ellis?
3 Posted 13/01/2012 at 18:01:26
4 Posted 13/01/2012 at 17:35:18
5 Posted 13/01/2012 at 18:24:47
Arriving like the cavalry is always a good move.
Jain group would be my hope.
6 Posted 13/01/2012 at 19:22:38
7 Posted 13/01/2012 at 19:28:08
8 Posted 13/01/2012 at 19:30:32
I?d agree with you about the prestige, if fact I?d go further, I believe that there?s a value to be placed on our presence in the premiership and our history.
You say ?BK won?t sell to any party that will leverage the purchase against the club? I don?t think WON?T is the word to be honest; CAN?T would be a fairer assessment in my opinion. Liverpool and Manchester United were purchased using this methodology as that both carried vast assets and were massive generators of revenue. Everton as a business has been decimated since Kenwright?s consortium took control and a leveraged buy-out would be impossible so let?s not turn Bill into St Bill.
Also you fear that he ?will sell up and walk away due to the abuse he is currently getting and that is a very dangerous game to play as we may well be worse off? Bill?s not going to relinquish his shares anytime soon, although I wouldn?t put it past him to put a dying swan act on. I don?t think he?s getting abuse at all, he?s being asked questions he doesn?t want to answer, just like at the AGM?s, remember them? As for being worse off, the only way that can be prevented is if the sale isn?t handled by this bunch of incompetents, let?s not brush all the catastrophes under the carpet Alan, I believe a little contrition from Bill and his associates would go a long way to heal the rift between the fans and a club that, in recent years, has relied upon spin rather than results both on and off the field; to err is to human to forgive is divine.
For me Alan, Bill Kenwright may not be the whole reason why we are in a mess and let?s not fall for any nonsense attempting to prove otherwise, we know what we can see and if it looks like a duck, walks like a duck and quacks like a duck then it?s a duck. We all know we?re in a mess, a little humility by the board and many may be less inclined to attack them. Myself I?d welcome an apology for misleading the fans over the £52m from Tesco that didn?t exist instead of the quiet off the record mumbling.
I?m glad you believe in this good news that you mention; of course if it doesn?t happen, if it turns out to be another Sodexo or Kitbag then the first couple of rounds are on you!!
Barry #542
I hope it isn't Jain, they're not the type of owner we need.
Richard, very informative piece, I?m not going to be the pedant that mentions the Alan Ball thing!
9 Posted 13/01/2012 at 19:33:45
10 Posted 13/01/2012 at 19:33:55
11 Posted 13/01/2012 at 19:36:42
I'm afraid that 'not the kind of owner we need' probably doesn't exist - and again I'm afraid that my double negative here doesn't make a positive. A recent winner of Euromillions netted, what?, £100mill, richer according to one list, than Ringo Starr. If a rabid blue had won that pot he or she would surely have been advised against wading in to 'rescue' the club. Pissing in the wind.
I've no idea whether we are going to be rescued - which is becoming increasingly urgent - nor who such an agent might be. Someone looking for a profit? How? Who?
The Sheik of Araby might, for reasons best known to his family, be our only hope. Or possibly Vladimir Putin. His resemblance to Tony Hibbert is startling, and he might fancy being smuggled on for a cameo in the Prem as part of his CV.
12 Posted 13/01/2012 at 20:19:37
13 Posted 13/01/2012 at 20:15:59
But capitalism is unsentimental about these things, and the board (not just kenwright) must realise that things are only going to get worse, because which ever way you look at it, whether they are solely to blame or hostages of pure bad luck, they must accept that they have a failing business, with no hope of getting back on the straight and narrow.
A friend of mine had a medium sized successful business that went tits up very quickly, and because he was stubborn refused to accept the inevitable, thereby giving two years more debt and grief. He reminds me of Kenwright
14 Posted 13/01/2012 at 20:17:50
Shit!
I thought the Jain group - merseyside connections through the Halewood plant - might be the kiddies.
The "Fitz" calls it without fear or favour so no argument from me.
15 Posted 13/01/2012 at 20:36:10
16 Posted 13/01/2012 at 20:43:08
17 Posted 13/01/2012 at 23:25:56
Ah you?re reneging already, a massive shift in the goalposts, the deal with **** is common knowledge, I was interested in your sponsorship comment. If anyone is conducting diligence I?d be amazed tbh as the one person who is loathed to tell porkies in the club informed shareholders recently that nobody was in, just the usual ?interested parties?. Of course that could all change, maybe in time for New Year ;-) 新年快樂
see you soon fella
Barry #586
lol
18 Posted 13/01/2012 at 23:37:54
19 Posted 13/01/2012 at 23:46:35
20 Posted 14/01/2012 at 03:15:34
KENWRIGHT OUT!
21 Posted 14/01/2012 at 04:58:12
Re: Alan's "What you haven?t put a value on is good will" comment. You must also balance this with how much the Club is losing per year (£27 million by my reckoning), and how long it will take to turn that around into a profit.
22 Posted 14/01/2012 at 05:20:09
23 Posted 14/01/2012 at 09:20:54
IF we were offered £10M for Tim Cahill would we sell??
IF we asked £10M for Tim Cahill would we sell?
BK should and in my opinion probably does understand that there is a difference between trying to sell Everton as a GOING concern and not as a GONE concern. But he had better hurry!
25 Posted 14/01/2012 at 11:32:41
26 Posted 14/01/2012 at 11:39:47
Last year we lost £5m which included an £8m profit on Bellefield. Stripping away that exceptional, a loss of £13m. Included in that £13m is £17m charge for amortisation of player contracts. The amortisation charge has to be coming down as bar Vellios and Darron Gibson we haven't signed any one.
The club had a net cash outflow of £4m which includes £6.5m paid out on player purchases (i assume Felli, Heitinga and Billy deals that were staggered over the contracts). We must be in the position that these are near paid for in cash terms.
Not saying it great either.
27 Posted 14/01/2012 at 13:23:18
28 Posted 14/01/2012 at 13:33:22
Im sorry but, what the fuck are you smoking?
29 Posted 14/01/2012 at 14:55:44
So £5m loss on the books, £13m in stripped assets (players) £9m in stripped assets (Bellefield) gives us an 'operating' loss of £27 million.
30 Posted 14/01/2012 at 15:12:38
The club use player sales to show profits which can be genuine if a player is bought for x and sold for x + y but that doesn't take into account any costs the player has burnt up on Everton's clock in wages and medical treatment. It also doesn't include the tax dodging image rights type payments.
31 Posted 14/01/2012 at 17:00:08
You do realise that the costs you refer to (wages and medical treatment) are charged to the profit and loss when incurred, rather than against the fees received when that player is disposed of? Otherwise clubs would "save up" those costs until they disposed of a player, in which case the profits each year would be higher (and since our biggest cost is player wages, massively higher) until they sold the player. Therefore, it is perfectly reasonable to claim a profit when a player is sold for more than they were bought.
32 Posted 14/01/2012 at 19:20:44
33 Posted 14/01/2012 at 21:10:54
To my mind, if Kenwright and co. had sold us a few years back, after we had got to the Cup final for example, I am sure the club would have been worth more then than it is now. Surely the board can not hope to get such a price now, because the squad has aged and some of our better players have gone.
34 Posted 15/01/2012 at 01:27:47
So the insurance value really has nothing to do with their replacement or disposal value, much the same as your house insurance.
35 Posted 15/01/2012 at 11:16:09
36 Posted 15/01/2012 at 12:07:15
They also get older, do you think Neville is worth more now than say 15 years ago?
37 Posted 15/01/2012 at 11:23:31
If you sign a player for £10m, fair enough, you can account for that cost over the life of the contract. But if you are paying that player a basic wage of £40k a week, approximately £2m a year, over a 5-year contract that's another £10m you are committed to pay.
The real problem clubs like Everton now face is player wages. You can thank Peter Ridsdale and latterly Man City for that.
38 Posted 16/01/2012 at 13:25:57
A lot of people above have got it spot on when looking at the accounts so I won't bother going over old ground but one thing I would say is; don't get too excited about accounting profits/losses as they are inherently rubbish.
Best to focus on the cash we generate as a business, ie EBITDA and then look at how much interest we need to service and how much we have left for Capex. If you find anything, let me know, as I've been trying to find our residual cash for years.
The other way to look at the article is to say that a buyer is only really paying for goodwill or the Everton brand since they're certainly not going to turn a profit before significant investment. How much is someone willing to pay for that? Probably not as much as we would think any more.
Or, yet another way still, if you had £100m to throw at a football club (granted that's not loads in today's world) then try to justify to a buyer why he'd be better off buying Everton over, Norwich, Swansea, Blackburn, Sunderland or Wolves.
Maybe you would pay a bit more for Everton due to the fan base. However, if someone told you that the Wolves owners wanted £100m+ for the club, you'd laugh in their faces (and Molyneux isn't falling down).
Re the Alan Ball comment, I suppose sarcasm doesn't come over well on the Interweb.
39 Posted 16/01/2012 at 18:54:58
How much money would be left or would would we still be in debt?can anyone guess ?
40 Posted 16/01/2012 at 21:37:11
Re Alan Ball comment, ha ha nice recovery mate!
41 Posted 16/01/2012 at 21:52:11
Bellefield has gone, what next?
42 Posted 16/01/2012 at 21:52:52
This is what an investor/bank would look at rather than the operating profit that you project would be £27m loss. Do you really think the bank are forcing sales through because of the value of amortisation, or in reality that the current cashflow is going to run out unless wages are reduced and players are/were sold.
Losing £17m in amortisation is clearly a big hit, but its not crtiical to what the business has to service. Amortisation is meaningless, as academy players have zero value, and if sold on with proceeds rolled over into new staff (Lescott, Rooney) wil skew profit.
The key is the cashflow running through the club and the value of the assets on the pitch.
More than happy to have discussion with you any day of the week.
43 Posted 16/01/2012 at 22:30:46
Great.
44 Posted 17/01/2012 at 09:24:40
http://www.youtube.com/watch?v=qukb3xY7Feo&feature=youtube_gdata_player
As for Toffeeweb, I'm new on here but I've instantly found the level of debate to be of a much higher standard than other sites which I could mention.
Looks like u could be stuck with me for a while!!
Paul
45 Posted 17/01/2012 at 13:38:02
46 Posted 17/01/2012 at 13:48:15
47 Posted 17/01/2012 at 14:50:07
Alternatively some billionaire may be prepared to throw money away just for fun but no 'proper' investor would.
48 Posted 18/01/2012 at 17:44:13
I'd like to think that Bill & Co would sell for the right offer/buyer but I suspect that they are not happy with the ROI.
Meanwhile we stagnate.
We should also remember this board could easily sell a few bright young prospects and settle the debt. I would, for sure it would improve their share value. So you have to be fair in your "value" or judgement of the board.
Equally they could use it to sort out issues at Goodison Park as you suggested would impact on the value.
It's bollocks to say player sales would all go back to the banks. It's truthful to say we need to sell some very talented youngsters to sort out our finances. That is the purpose of Finch Farm after all.
Things are still within our own hands if people make the right decisions. But wanting ROI for running a football club is folly. I want them to realise their time is spent.
49 Posted 20/01/2012 at 14:19:09
If you buy some shares on the stock market and they fall in value, they're not worth what you originally paid for them.
You can either hold out and hope the market returns to it's original level or sell and accept the loss. Wake up Bill, lower your price.
If he's waiting, I can't see Everton being sold for a good few years at least.
50 Posted 20/01/2012 at 21:41:38
Why would it be valued at anywhere near £100m 5 years later?
51 Posted 21/01/2012 at 08:23:18
And I'm pretty sure that's the figure what the banks will be looking at, that's a negative cash flow of £17m per year.
I never mentioned amortisation in my post but I agree amortisation is meaningless as a player can be sold for less than his purchase price and show a profit in the accounts due to amortisation.
52 Posted 23/01/2012 at 13:42:40
There are a couple of people who I won't name, but instead I'll call them Philip Earl and Robert Green (not the goalkeeper, these are entirely random names) who seem to have no interest in Everton and yet they have interest in Everton.
Maybe I should rephrase that; they have an interest in Everton for some reason but they don't have Everton's interests in mind.
Too me, their involvement has never been made clear but I'd really like someone to come out and say what the point of them is. Obviously that will be difficult because nobody will know who I'm talking about...
53 Posted 26/01/2012 at 11:52:24
54 Posted 29/01/2012 at 09:18:01
BK won't sell without a profit and the only people looking are probably looking for a bargain. Until it happens, we will be the bottom feeders trying to keep our heads above the water with the banks having their foot on our heads ready to drown us.
55 Posted 06/02/2012 at 13:32:30
The interesting point to this story concerned Everton. He informed me that he had been approached by a businesswoman from Abu Dhabi, who had heard that Everton were for sale. As Edwin's only contact in the football world was Mike Ashley, the owner of Newcastle United, he contacted him. Ashley advised Edwin to warn her off as Everton were overpriced! Whether or not that is true, with friends like that who needs enemies!
Then Edwin asked me about Everton's management. I told him that our chairman was a fan and theatrical impresario. He told me that although Ashley is a fan and owns Newcastle, their chairman is not a football guy, but a businessman. He reckoned that, as a result, Newcastle are a well run club.
Finally I asked Edwin to contact me if he received any more potential offers. Which reminds me, what is the name of the guy who is trying to find a buyer for the club? No, not BK!
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1 Posted 13/01/2012 at 17:42:04
Not only that, it really gives a bit more context to what Kenwright is purportedly asking and what he paid for initially. (Was it in the region of £35 million? Anyone?) In light of your rudimentary calculations and how much reduction may be expected from any potential buyer, it does seem a lot to be asking for £150 million (if that is indeed the asking price).
Also, amidst all the subjective gloom and doom that's been swirling on this site for the past few days, it's good to have something more "objective" (i.e. figures) and concrete to latch on to.