How did Apple get away with buying the iPad trademark for only $55,000?

Recent news developments in the iPad trademark case reveals that Apple only paid $55,000 for the rights to use the iPad name in mainland China.  While these rights are being contested by Proview, the company owning the name, I am puzzled by the valuation.

Typically, trademark is valued by the premium price charged for a product over that of its competitors.   It is estimated that Apple sold more than 500,000 iPads in China this past quarter alone (not counting the gray market sales - source:computerworld.com).  Assuming a conservative price premium of $200 (iPad’s average price in China is $900) that equates to at least $100 Million in premium in one quarter alone or $400 Million in a year.  While more assumptions are needed to calculate a true trademark value, a rough estimate will put the true value closer to the $2 billion asked by Proview than the price tag of $55,000 paid by Apple.

It may very likely be that Proview got the worst end of the deal, however, there is typically no legal ramification for asking too low of a price when both parties acted in good faith.  However, Proview is challenging Apple on the validity of the licensing agreement - whether Proview’s subsidiary, which signed the deal, had the contractual rights to do so.

How did Apple get away by paying so little for the deal?  Well, Apple never approached Proview. Proview, when signing the deal, had no knowledge who the ultimate beneficiary was. Apple set up a special purpose company -  Application Development Ltd (IPADL) – to negotiate the deal on its behalf without revealing to Proview Apple’s identity.  This move is not unusual for a company when the mere fact of the deal will signal the market about its upcoming strategic moves and will threaten its competitive advantage.  On another hand, it will help the negotiating terms when the two parties are on uneven grounds – that is when each party values the deal differently.  In this case, Proview’s blindness to Apple’s identity drove the deal valuation based on Proview’s prospects of monetizing the iPad name – hence, one can argue that without Apple’s marketing prowess, the iPad trademark would have been worth only $55,000.  That is the economic value of the trademark to Proview.  Had Proview known of Apple’s identity, it would have been bid up the deal to extract the economic value created by Apple.

 

There is nothing illegal or unethical in Apple keeping Proview in the dark about its identity.  The deal should have reflected the fair economic value of the trademark, and not the strategic value to Apple.  A fresh way to assess the fair value is to ask “but-for the Apple deal, how else could Proview have monetized the trademark and how much value would the alternative have created?” 

If the courts find the contract not to be valid, then the parties have to agree on what the terms of the deal should have been.  Proview seems to be inclined to ask $2 billion, the trademark value created by Apple – and Apple will have to argue that the fair economic value is perhaps closer to $55,000 and that Proview should not be entitled to extort value created by Apple.

Of course, Apple’s argument may only prevail if the courts determine the parties acted in good faith. When ‘bad faith’ is assumed, not only Apply may have to pay any profits made on its iPad sales in China, but also punitive damages.

 

While Apple’s trademark dispute brings up interesting valuation dilemma, it also tells us the benefit of setting up special purpose entity to negotiate licensing deals without revealing the company’s identity.  Next time you are considering licensing IP rights, consult your lawyer about the benefit of special purpose vehicles.

Is Facebook overvalued at $100 billion? The short answer is Yes.

While Facebook’s (“FB”) valuation has attracted a great deal of attention, it remains a mind twisting mystery how we continue to overvalue companies when obvious warning signs exist. 

A typical valuation is based on a combination of market value comparisons of similar companies and the company’s potential to generate future earnings.   It requires sophisticated spreadsheets with projections and value comparisons to arrive at what may seemingly be a reasonable price to pay.  But, when the assumptions used become outrageously flawed, so does the so-called “vetted” and “reasonable” valuation.  How many of us still remember the dot.com bubble of a decade earlier?  As a valuation analyst, I actually did see those “vetted” valuations that priced companies at outrageous margins – all were done in fancy spreadsheets – but had one thing in common: outrageous assumptions.

Without getting deep into the spreadsheet assumptions, I will offer a few simplistic ways to assess Facebook’s valuation:

1.       Look at the stock performance of RenRen (the Chinese Facebook) and FriendFinder (another social networking platform) since their IPOs less than a year ago.  RenRen lost over 60% of its IPO price in a few months and has been unable to recover since.  On the other hand FriendFinder has lost over 80% of its value and is now trading under $2 per share.

2.     Calculate the value per active user across social platform companies.  For example, LinkedIn with 135M users is trading at a value of $63 per user, whereas FB with 845M users and $100B valuation is valued at $118 per user.   

3.    Compare FB to Google.  Google’s market cap is $200B and with revenues of $38B, that makes $1 of Google revenue worth $5.25 to an investor.  While FB at $100B in valuation and $3.8B in revenue makes $1 of FB revenue be worth $26 to an investor.  Granted that FB has potential for growth – however, the inherent assumption is that FB has to grow organically at least 20% every year for the next 10 years to justify its valuation.  While 20% may not be high for an early stage company, I have never seen a company do so for 10 years straight.

4.     Assess the disruption factor.  Given the unproven nature of the social networking platform as a revenue hotbed, a fresh way to assess its potential value is by asking a simple question – “If FB ceases to exist, how will that impact consumers of the company vs. if Google ceases to exist?”  Reframing the valuation paradox in terms of disruption factor can shed light into the potential value.  Since a fundamental tenet of valuation is value comparisons across competitors, in an unproven industry it may be hard to do so – however, we can get a glimpse of the truth by assessing the disruption factor.  If you think Google will disrupt your life far more than Facebook, then Google has more intrinsic value than FB.  Over the long term, valuations tend to converge to company’s intrinsic value and therefore, it can be a good yardstick to measure current valuations against.  With this rationale, each $1 of FB revenue will be worth LESS to an investor than each $1 of Google revenue in the long-term.  Since today it is the opposite, this phenomena will cause FB’s market cap to come down over time.

5.     Review recent valuations of FB. Just a year ago, FB was valued at $50B and only 2 years ago at $10B.  While FB’s successful monetization of its user base can explain the valuation change since 2 years ago, however, I can hardly recall anything significant changing in the past 12 months to warrant doubling its value.  This may be indicative of the IPO mania driving its valuation to the roof.

While any of these factors in isolation will not be sufficient to draw any conclusions, there are too many warning signs to be ignored.  Sometimes the sophisticated spreadsheets can miss the target when the assumptions go unchecked.    

How to catch a liar? Interviewing tips to identify a fraudster or a lying friend

You suspect one of your employees has been embezzling money from your company, but don’t have the funds to hire a fraud investigator?  These tips can help you sniff out the fraudster by interviewing the suspected employees on the details of the events.  Most fraudsters have their lies memorized to cover their tracks, but if you can identify when they are lying, you can employ tactics that will help you win a confession.

Well, these tactics are not isolated to catching a fraudster.  They are universally applied to any situation, whether a lying friend or a lying criminal, when we have something to hide.

The TV Show “Lie to Me” has raised awareness to gesture based cues of liars, such as, avoiding eye contact, increased breathing rate, touching of face, or asymmetrical facial expressions mostly of the lip, etc. However, in this blog I will offer tips based on text or language analysis which are easier to spot.  Here are a few tips:

The lack of use of the word “I”:  When covering up a misdeed, a liar will avoid the pronoun “I” and instead revert to passive sentences, such as “The safe was left unlocked” instead of “I left the safe unlocked” or the use of “you” instead of “I”…”You try to lock the safe every night, but sometimes when you are busy you just forget to do it.”

Switching between past tense and present tense:  When describing past events, deceptive people refer to past events as if the events were occurring in the present.  Describing past events in the present tense suggests that he is rehearsing the events in his mind.  So, paying close attention to when the tense improperly changes to present tense can be a cue of the untruthful statement.  An example is “Last night, I locked the safe and when I went out the door, a guy jumps in front of me and puts a gun to me …” 

Answering a question with a question:  Even fraudsters want to avoid lying, when possible.  A typical response of a liar to this question “Peter, if money is missing who do you think might have taken it?” would be “Why would somebody take the money?”, whereas a truthful person’s typical response would be “I did not take it.”

Use of qualifiers:  Vague statements and expressions of uncertainty allow a deceptive person leeway to modify his or her assertions at a later date.  Therefore, liars have a natural tendency to overuse “sort of”, “maybe”, “might”, “approximately” among a long list of qualifiers, whereas truthful people tend to give more factual and certain answers.

Average length of sentences used:  An average person uses 10-15 words per sentence to describe truthful facts.  When lying, there is a tendency to either omit details or exaggerate events thus excessively shortening or lengthening the average sentence length of a response.

While deception cues should not be analyzed in isolation, as many factors of culture or personal habits may influence how a person behaves, it is advisable to look at them holistically.  The more cues you gather, the higher probability is that your subject is lying.  So, how can you get a lying person fall into his own trap?

The following tips may help you:

Ask questions in reverse chronological order:  People, who fabricate a story, need to memorize the sequence of events they invent.  Recalling events in reverse chronology, when the event is experienced, tends to be far easier than recalling it when it’s just a cognitive exercise.  How many of us can count the alphabet backwards, but have an easier time to tell about our day starting from dinner moving to breakfast?

Praise them for their misdeed: The psychological reward of being praised lets the fraudster take claim of the action.  Start with a sentence such as “I’m impressed that you went around the system…can you tell me what happened?” However, do not outrightly accuse them with such words as “you took the money.”

Interject with surprise questions:  Throwing them off-course can be an effective way to digress their train of thought and cause extra stress on the brain to keep up with the lies. This technique is widely used on TV shows because it is simple to use, yet truly effective. 

Once you become confident which employee has been stealing from you, you can plan to take action.  Read “You caught an employee stealing from you…Now what” for next steps.