Last weekend, I enjoyed the sunny climes of Costa Rica to visit a couple of investment opportunities, along with my INSEAD buddy Martin Acosta, who is working at Aureos Capital (www.aureos.com). While I had been to Costa Rica before, I had never really spent any time in San Jose, nor had I ever done any business there. I was anxious to practice my rusty Spanish.
Of course, I hardly ever used my Spanish while I was there thanks to Martin having a set of friends and colleagues who all spoke nearly perfect English. As it turns out, San Jose is an ugly town filled with lovely people in a beautiful country. Traffic is dismal, there are no signs (in fact, there are actually no addresses, and people write down their address in relation to known landmarks), and roads are pocked with craters from neglect. I thought it was amusing that the Costa Rican name for speed bump is policias muertas (dead policemen).
And even though violent crime is fairly low, Costa Ricans are afraid to park their cars on the street due to nearly certain theft and vandalism. This means that nearly every housing community is gated and employs security, and nearly every restaurant and mall with parking employs 24-hour security. I have never seen so many security guards or parking attendants in my life.
The primary purpose of this trip was for me to visit a Spanish language school that is up for sale, and that Martin and Aureos were originally interested in purchasing. As it turns out, the deal is too small for their fund (a running theme for these private equity funds in emerging markets is that they can’t find deals that are large enough to justify their time…. and there’s no point risking money on small stuff when they can just pick up an annual 2% management fee in the meantime). But despite that, we thought that the deal had sufficient merit that we could find angel investors and/or vendor financing, so I decided I would come down to see the place for myself.
It’s a beautiful building with a thoroughly modern architecture and glass windowed offices looking out over the San Pedro neighborhood of San Jose, which is a vibrant area near the University. The grounds include a covered open-air terrace that serves as a restaurant and meeting place, and a walkway down a hill to a separate classroom building, lined with outdoor ranchitos for classes outdoor. There are over 35 classrooms in total, so even if the class sizes are kept small (a surprisingly important factor in language immersion courses) there is room for at least 150 students.
Unfortunately, San Pedro has seen better days, and while the building still looks striking, it is equally out of place. Because the building lacks parking, it is difficult to convert the building into office space or other use for which tenants would require parking (again, street parking would require a security attendant at all times). The school has been around for a long time, and although the quality of instruction is high, and the brand is fairly well-known, the school only attracts around 15 students on any given week, less than 10% of capacity. There are 8 salaried professors who are paid above-market wages. More professors can be added on in the boom times, but those 8 are permanent.
So Martin and I talked with the owner about the various options for buying this company. At first, he was insistent on selling the real estate along with the operations of the business (both of which are owned entirely by him, except for a relatively small 14% interest mortgage on the property). Because his asking price for the building was based on construction costs (roughly $60 per square meter), this was an inordinately large number, which didn’t capture the fact that the building would be almost worthless for any other kind of use. Furthermore, the reported earnings for the operations were based on an artificially low rent, inflating the value of the company. It took us a while to figure all of this out, and in the end, we had to deal with the fact that all of the numbers we were looking at had been collected by an accountant with little training, and somewhat suspect moral character.
Since earnings had been falling in recent years due to increased competition from other schools and other countries, the owner wanted us to use a multiple of the average earnings over the past 3 years, which he argued is a more accurate reflection of the steady state for the business. If we did this, then he would consider renting the building to the company at a reduced rate while he looks for other tenants to fill the remaining space. We then countered that in order to do this, we would only purchase a portion of the company now at a price below what we believe it is worth, with an option to purchase the rest in a year or two at a price above what he believes it is worth. In this way, with the right incentives in place, we are all happy…. at least in theory. Unfortunately, there was still a fairly large gap when we left the negotiating table and it’s not clear if the size of the investment is worth too much further energy.
After visiting the school, Martin and I also visited an ice factory, which, if you believe the numbers that the owner is quoting, is doing a shockingly good business. It’s not clear to me why the owner wants to sell for 1.5x reported earnings, but it definitely feels fishy. I guess this is a case when a good deal may not go through due to the asymmetric information problem (read “The Market for Lemons” by George Akerlof).
We spent the rest of the weekend chatting with other entrepreneurs and investors in town to see if we could structure a deal based on a bundle of different investments. I won’t go into the details, because in the end it boils down this: 1) there are many small companies that can be bought cheaply (typical IRR is 40-60%), 2) venture capital and private equity partners don’t have an incentive to invest in small deals even if the returns are high, especially if it takes any amount of thinking to improve the company enough to sell it later, and 3) you need to be able to hire good managers who are trustworthy to manage these businesses once you buy them.
After staying an extra day in Costa Rica due to logistical problems at a poorly managed airline headquartered in another emerging market (ahem, Delta) I returned home with the feeling that there are tremendous opportunities in Latin America among smaller business. However, in order to really capitalize on them, you need partners in those countries who you can really trust, you need energetic managers to reinvigorate the businesses, and you need to be able to attract capital by bundling together a large number of small, though similar, businesses together.
I think the same may prove true here in Atlanta.