Valuation

Rs.

Anjana Vivek
www.venturebean.com
beanie@venturebean.com

1
FOREWORD

?

?

How does one value a company?
While at a broad level one may be
able to understand why a company
may be wo...
FOREWORD

?

?

A business worth a significant
amount at a certain point in time
may suddenly lose much of its value
a ver...
AGENDA
Topic

Slide no.

Background

6

Valuation methods

13

Cost based

16

Book value

18

Goodwill

24

Intangible as...
AGENDA
Topic

Slide no.

What value depends on

63

Valuation process

67

Special situations
Multi business

75

M&A

84
...
BACKGROUND - FAQs








Why do values of companies change from
time to time?
Does value depend on whether one wants
...
VALUATION PROCESS






Review and selection of the methods
of valuation
Understanding of issues which
impact valuation...
What is value


Cost vs. Market Value



Historical vs. Replacement



Differs depending on need of
person doing valuat...
Value to user




Valued because of expected return
on investment over some period of
time; i.e. valued because of the
f...
Complex nature of
valuation
Value A + Value B can be
greater
or
less than
Value (A+B)
10
Why Value
When do you think a company is
to be valued?

11
Why Value
To
 Purchase
 Sell

Transact

Take decisions
 Report

12
VALUATION METHODS

13
Valuation methods
These can be broadly classified into:




Cost based
Income based
Market based

14
Valuation methods






Different experts have different
classifications of the various
methods of valuation
Within the...
1. COST BASED METHODS

16
Cost based methods


Book value



Replacement value



Liquidation value

17
Book value method
Historical cost valuation

All assets are taken at historical book
value
 Value of goodwill* is added ...
Book value method
Historical cost valuation

All assets are taken at historical book
value
 Value of goodwill is added t...
Book value method
Current cost valuation

All assets are taken at current value
and summed to arrive at value
 This incl...
Book value method
Current cost valuation

All assets are taken at current value
and summed to arrive at value
 This incl...
Book value method
Current cost valuation: Difficulties






Technology valuation – whether off
or on balance sheet
Tan...
Book value method
Current cost valuation: More difficulties




The company is not a simple sum of stand
alone elements ...
Valuation of goodwill






Based on capital employed and
expected profits vs. actual profits
Based on number of years ...
Valuation of goodwill


Normal capitalisation method
– Normal capital required to get actual return
less actual capital e...
Valuation of goodwill
COMPANY A

Capital employed:
Rs. 45 cr

Normal rate of return:
12 %

Future maintainable profit: ...
Valuation of goodwill
COMPANY B

Capital employed:
Rs. 50 cr

Normal rate of return:
15 %

Future maintainable profit:
...
Valuation of IA
The value of the IA is from

Economic benefit provided
 Specific to business or usage
 Has different as...
Valuation of IA






Depends on objective and can vary
widely depending on purpose
For accounting purposes – to show
i...
IA value in transactions





Often value paid in M&A deals is
more than market value/book
value. This could be:
Partly ...
Replacement value
method


Cost of replacing existing business is
taken as the value of the business

31
Liquidation value method




Value if company is not a going
concern
Based on net assets or piecemeal
value of net asset...
INCOME BASED METHODS

33
Income Based methods




Earnings capitalisation method or
profit earning capacity value
method
Discounted cash flow met...
Earnings capitalisation
method








This method is also known as the Profit
earnings capacity value (PECV)
Company’...
Discounted cash flow
method


Creame Corner wants
to acquire Samosa
Specials for Rs. 10
million. The net cash
flows are i...
Discounted cash flow
method




NPV is positive
hence based on
this method, the
answer is YES, the
acquisition should
be...
Applicability of DCF
method


Cash flow to equity
– Discount rate reflects cost of equity



Cash flow to firm
– Discoun...
Discounted cash flow


Cash flow to equity
– Valuation of equity stake in business
– Based on expected cash flows
– Net o...
Discounted cash flow


Cash flow to firm
– Value of firm for all claim holders,
includes equity investors and lenders
– N...
Discounted cash flow
t =n

CFt
Value = ∑
t
t =1 (1 + r )
• CF is cash flow
• t is the year and
• r the discount rate
i.e. ...
Applicability




Discounted cash flow is based on
expected cash flow and discount
rates
Sometimes it is difficult to ge...
Limitations


Companies in difficulty
– Negative earnings
– May expect to lose money for some
time in future
– Possibilit...
Limitations


Companies with cyclic business
– May move with economy & rise during
boom & fall in recession
– Cash flow m...
Limitations


Unutilised assets of business
– Cash flow reflects assets utilised by
company
– Unutilised and underutilise...
Limitations


Companies with patents or product
options
– Unutilised product options may not
produce cash flow in near fu...
Limitations


Companies in process of
restructuring
– May be selling or acquiring assets
– May be restructuring capital o...
Limitations


Companies in process of
restructuring
– Firm will be more risky, how can this
be captured?
– Historical dat...
Limitations


Companies in process of M&A
– Estimation of synergy benefit in terms
of cash flow may be difficult
– Additi...
Limitations


Companies in process of M&A
Historically, many M&As have not
done as well as expected. Many times
this has ...
Limitations


Unlisted companies
– Difficult to estimate risk
– Historical information may not be
indicative of future, p...
MARKET BASED METHOD

52
Market based method







Also known as relative method
Assumption is that other firms in
industry are comparable to ...
Exercise in Valuation
Plantation Co.
Enterprise market value/sales
1.4
Enterprise market value/EBITDA
17.0
Enterprise mark...
Value estimated
Plantation Co.
Enterprise market value/sales
1.4
Enterprise market value/EBITDA
17.0
Enterprise market val...
Exercise in Valuation

Enterprise market value/sales
Enterprise market value/EBITDA
Enterprise market value/free cash flow...
Value estimated ?
Papers Co
Enterprise market value/sales
2.6
Enterprise market value/EBITDA
10.0
Enterprise market value/...
Relative Valuation


Using fundamentals
– Valuation related to fundamentals of
business being valued



Using comparable...
Relative Valuation


Using fundamentals for multiples
to be estimated for valuation
– Relates multiples to fundamentals o...
Relative Valuation


Using Comparables for estimation
of firm value
– Review of comparable firms to
estimate value
– Defi...
Applicability



Simple and easy to use
Useful when data of comparable
firms and assets are available

61
Limitation





Easy to misuse
Selection of comparable can be
subjective
Errors in comparable firms get
factored into v...
VALUATION: What it depends
on

63
Valuation depends on








Management team
Historical performance
Future projections
Project, product, USP
Indust...
Valuation depends on







Nature of transaction
Whether 1st round or later round
Whether family and friends or othe...
Valuation depends on





Strategic requirements and need for
transaction
Demand / supply position
Flavour of the seaso...
VALUATION: Process

67
Process of valuation
Consider

Net assets tangible and intangible
 Financial data
 Historical information

Company inf...
Process of valuation








Include elements of cash, costs,
revenues, markets
Plan long term not short haul
Use mor...
Process of valuation
Finally after arriving at the value range
raise some fundamental questions






Does the value re...
Process of valuation
The last mile…




Does the valuation reflect the
picture you have of the business?
Would you be wi...
Valuation: for investment




Valuation is perception in the eye
of the beholder
It is subject to negotiation
Investor
V...
Valuation: in M&A


Value of combined business is
expected to be more than value of
the individual companies

Value (A+B)...
APPLICATION OF
VALUATION MODELS

In special cases

74
Multi business models








The entire business is valued as a sum
of the parts
Valuation depends on successful
mana...
Multi business models




Valuation of company that is based
on valuation of individual business
units provides deeper i...
Multi business models




Particularly useful in restructuring
and reworking business and
financial strategy of the busi...
Multi business models






Identifying business units can be
complex
Cash flows projection can be
complex and interdep...
Multi business models


A business unit is identified as one
which can be split off as a stand alone
unit or sold to anot...
Multi business models


Allocation of corporate costs
including some or all of these:
– Salary and other costs of key
man...
Multi business models


Allocation methods are to be
carefully thought through and
could be a combination of different
me...
Multi business models


Benefits are also to be incorporated,
including
– Saving on operational costs
– Information/commu...
Multi business models


Difficulties and concerns
– Partial holdings in units (taken as a
percentage of ownership of busi...
Mergers/Acquisitions




These have become very
important as companies try to
grow inorganically or network to
exploit p...
Mergers/Acquisitions



Rationale for the proposed
transaction is to be understood
Synergy
– Revenues
– Costs
– Intangibl...
Mergers/Acquisitions




Studies show that generally
acquired company shareholders
gain
Reasons for failure
– Poor post ...
Mergers/Acquisitions


Research has suggested that the
following factors have resulted in
positive deals
– Bigger value c...
Mergers/Acquisitions







Overpayment could be because of
a combination of these factors:
Market potential - overopt...
Mergers/Acquisitions


Synergy
– Operational (vertical and horizontal
M&A eg backward integration, captive
customer)
– Fu...
Mergers/Acquisitions






LBOs/LBIs
Initially high leverage
May be followed by rapid reduction
in debt
This impacts b...
Cyclic companies






Fluctuation in earnings over
different periods in time
One approach taken is that if done
correc...
Cyclic companies






Growth rates in different years
need to be adjusted based on
expected cycles
There may be diffic...
Cyclic companies




It is important to have different
possible scenarios and arrive at a
range of values should be arri...
Companies in distress
May have one or all these problems
 Negative cash flow
 Unable to pay back debt

Liquidity crunch...
Companies in distress





Valuing the company based on
expectation of turnaround
Assume the company will be
healthy soo...
Companies in distress



Liquidation value
Sum of parts based on individual
identification of units
– Consider different...
Cross border transactions








There are special issues in such
cases, including
Foreign exchange fluctuations
Dif...
Cross border transactions







Analyse past performance
Translate Fx into host country
financials, based on accounti...
Cross border transactions




Consider impact of restrictions on
transfer of currency
In place of FCF, multiples may als...
Cross border transactions


View impact of accounting
regulations on financials
– Provisions (pension)
– Goodwill (amorti...
Cross border transactions


Cost of capital
– Market risk premium difficult to
estimate, sometimes proxies are used
– Ris...
Privatisation







Listed companies have the following
which may lead to increased costs
Increase in information to b...
Privatisation
Implication of privatisation

Reduced access to finance

Reduced visibility of company (impact
on brand)
...
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  • This is so in the case of companies, just as in the following examples:
    land plus house can be less than land separately
    existing house – if 1st floor is constructed the value immediately increases more than the cost of construction
  • For total class of investors
  • Many companies look very troubled in recession
  • Land value high, one could consider market value of land or rental from land, whichever may be applicable
  • Perceptions of Risks in the above lead to different valuations. Each element above can again be split into various factors. ie teams entrepreneurship quality and experience in running businesses in the past, professionalism of team, attention to detail
    Mgmt team must have clearcut idea – who handles what, one CEO, group dynamics. Also in VC if one team member is known, it is +ve, unlike in banking where this is percieved as favouritsm., bec confidence level goes up.
    Bet on team first - very people oriented ie directors, advisors and key team
    Financial risk depends on each of these factors
    Requirements of clauses of tie-in, statutory environment, shareholding patterns required to be fair for protection of entrepreneur interest, dilution of VC interest on later stages of funding and conversions etc. relevant for exit options will affect valuation ie at each stage valuation depends on return to the investor which is linked to the exit possibility.
    Eg. one entrepreneur wanted to list for IPO, but could not because of change in SEBI requirements. Immediately his valuation fell. Angels invested in his company at high premiums in 1st round, anticipating sale at some point. However they later become reluctant to finance 2nd round because no exit was in sight. Entrepreneur was stuck at this time without being able to give value to investors now as compared to few months before this change… and many such stories abound….
  • Value depends on amounts of funds required. Many persons find in India today that if they require say 25 to 50 lacs, it is difficult to find financiers. In such a case the valuation will be low. If they require larger amounts as there are many VCs, it may be easier to get funding.
    Many entrepreneurs prefer to get small amounts from family etc. so that they can go to formal VCs at a later point in time and get better value, ie can give out smaller % of their company for larger amounts.
  • Valuation varies in each of these
  • Methods built up over a certain period of time
    As per frame work
    laid down and understood by students of finance and those dealing with this subject.
  • Valuation not to be irrational
    ie return to investor must be perceived to lead to profit in future
    All dotcoms cannot be judged on same parameters and same business models. As we have seen dotcoms can come in different forms and have different ways of adding value. Valuation models to break down elements of models
    Let us see some of these elements in the next few slides
  • Who, when, why – being valued
    Varies from time to time, today could be Rs. 1000 cr, tomorrow a fraction of this
    Of quoted example of Sabeer Bhatia who is reported to have said that he learnt negotiating skills accompanying mother at shopping in Bangalore ( ie form of best bargain, fair value)
  • Ideally the sum of the whole should be greater than the sum of its parts
  • Valuation 090904232636-phpapp01

    1. 1. Valuation Rs. Anjana Vivek www.venturebean.com beanie@venturebean.com 1
    2. 2. FOREWORD ? ? How does one value a company? While at a broad level one may be able to understand why a company may be worth a certain amount to an investor or a buyer, it is not always possible to understand why someone is willing to pay a certain amount for a business. 2 ?
    3. 3. FOREWORD ? ? A business worth a significant amount at a certain point in time may suddenly lose much of its value a very short while later. This is what happened in many companies commonly referred to as ‘dot-com companies,’ which were valued at amounts which may seem absurd now…. in hindsight. 3 ?
    4. 4. AGENDA Topic Slide no. Background 6 Valuation methods 13 Cost based 16 Book value 18 Goodwill 24 Intangible assets 28 Replacement 31 Liquidation 32 Income based 33 Earnings capitalisation 35 DCF 36 Limitations of DCF 43 Market based 4 52
    5. 5. AGENDA Topic Slide no. What value depends on 63 Valuation process 67 Special situations Multi business 75 M&A 84 Cyclic companies 91 Companies in distress 94 Cross border transactions 97 Privatisation 102 5
    6. 6. BACKGROUND - FAQs     Why do values of companies change from time to time? Does value depend on whether one wants to sell a company, to buy a minority stake or to buy the entire company? Will a strategic investor value a company differently from a financial investor? How can a company which is continually losing money have any value? 6
    7. 7. VALUATION PROCESS    Review and selection of the methods of valuation Understanding of issues which impact valuation Special situations and their impact on valuation 7
    8. 8. What is value  Cost vs. Market Value  Historical vs. Replacement  Differs depending on need of person doing valuation – buyer, seller, employee, banker, insurance company 8
    9. 9. Value to user   Valued because of expected return on investment over some period of time; i.e. valued because of the future expectation Return may be in cash or in kind 9
    10. 10. Complex nature of valuation Value A + Value B can be greater or less than Value (A+B) 10
    11. 11. Why Value When do you think a company is to be valued? 11
    12. 12. Why Value To  Purchase  Sell  Transact  Take decisions  Report 12
    13. 13. VALUATION METHODS 13
    14. 14. Valuation methods These can be broadly classified into:    Cost based Income based Market based 14
    15. 15. Valuation methods    Different experts have different classifications of the various methods of valuation Within these methods, there are sub-methods Sometimes the methods overlap 15
    16. 16. 1. COST BASED METHODS 16
    17. 17. Cost based methods  Book value  Replacement value  Liquidation value 17
    18. 18. Book value method Historical cost valuation  All assets are taken at historical book value  Value of goodwill* is added to this above figure to arrive at the valuation *We will see how goodwill is valued in later slides 18
    19. 19. Book value method Historical cost valuation  All assets are taken at historical book value  Value of goodwill is added to this above figure to arrive at the valuation  Do you think there would be any difficulties in this? 19
    20. 20. Book value method Current cost valuation  All assets are taken at current value and summed to arrive at value  This includes tangible assets, intangible assets, investments, stock, receivables VALUE = ASSETS - LIABILITIES 20
    21. 21. Book value method Current cost valuation  All assets are taken at current value and summed to arrive at value  This includes tangible assets, intangible assets, investments, stock, receivables What do you think could be difficulties in this method? 21
    22. 22. Book value method Current cost valuation: Difficulties    Technology valuation – whether off or on balance sheet Tangible assets – valuation of fixed assets in use may not be a straightforward or easy exercise Could be subject to measurement error 22
    23. 23. Book value method Current cost valuation: More difficulties   The company is not a simple sum of stand alone elements in the balance sheet Organisation capital is difficult to capture in a number – this includes – – – – Employees Customer relationships Industry standing and network capital Etc… 23
    24. 24. Valuation of goodwill    Based on capital employed and expected profits vs. actual profits Based on number of years of super profits expected May be discounted at suitable rate 24
    25. 25. Valuation of goodwill  Normal capitalisation method – Normal capital required to get actual return less actual capital employed  Super profit method – Excess of actual profit over normal profit multiplied by number of years super profits are expected to continue  Annuity method – Discounted super profit at a suitable rate 25
    26. 26. Valuation of goodwill COMPANY A  Capital employed: Rs. 45 cr  Normal rate of return: 12 %  Future maintainable profit: Rs. 5.5 cr    What would be the goodwill under the normal capitalization method? SOLUTION: (change font colour to see this) = (5.5/.12) – 45 = Rs. 0.83 cr 26
    27. 27. Valuation of goodwill COMPANY B  Capital employed: Rs. 50 cr  Normal rate of return: 15 %  Future maintainable profit: Rs. 8 cr  Super profit can be maintained for:3 years What would be the goodwill under the super profit method? SOLUTION: (change font colour to see this) = [8 – (50*.15) ] * 3 = Rs.1.50 cr 27 
    28. 28. Valuation of IA The value of the IA is from  Economic benefit provided  Specific to business or usage  Has different aspects – Accounting value – Economic value – Technical value – Can you think of examples of these different values? 28
    29. 29. Valuation of IA    Depends on objective and can vary widely depending on purpose For accounting purposes – to show in financial statements For acquisition/merger/investment For management to understand value of company for decision making 29
    30. 30. IA value in transactions   Often value paid in M&A deals is more than market value/book value. This could be: Partly due to over bidding due to strategic reason (existing or perceived) and Partly due to IA of company, not captured in balance sheet 30
    31. 31. Replacement value method  Cost of replacing existing business is taken as the value of the business 31
    32. 32. Liquidation value method   Value if company is not a going concern Based on net assets or piecemeal value of net assets 32
    33. 33. INCOME BASED METHODS 33
    34. 34. Income Based methods   Earnings capitalisation method or profit earning capacity value method Discounted cash flow method (DCF) 34
    35. 35. Earnings capitalisation method     This method is also known as the Profit earnings capacity value (PECV) Company’s value is determined by capitalising its earnings at a rate considered suitable Assumption is that the future earnings potential of the company is the underlying value driver of the business Suitable for fairly established business having predictable revenue and cost models 35
    36. 36. Discounted cash flow method  Creame Corner wants to acquire Samosa Specials for Rs. 10 million. The net cash flows are in the table below. Creame Corner wants to apply a discount rate of 15%. Should it buy Samosa Specials? Year Net CF Rs. ‘000 15% disc. 1 -10,000 1 2 1,000 0.8696 3 3,000 0.7561 4 5,000 0.6575 5 6,500 0.5718 36
    37. 37. Discounted cash flow method   NPV is positive hence based on this method, the answer is YES, the acquisition should be made! Can you think of three deficiencies in this valuation method? Year Net CF 15% disc. Rs. ‘000 NPV Rs. ‘000 1 -10,000 1 -10,000 2 1,000 0.8696 870 3 3,000 0.7561 2,268 4 5,000 0.6575 3,288 5 6,500 0.5718 3,717 5,500 142 37
    38. 38. Applicability of DCF method  Cash flow to equity – Discount rate reflects cost of equity  Cash flow to firm – Discount rate reflects weighted average cost of capital 38
    39. 39. Discounted cash flow  Cash flow to equity – Valuation of equity stake in business – Based on expected cash flows – Net of all outflows, including tax, interest and principal payments, reinvestment needs 39
    40. 40. Discounted cash flow  Cash flow to firm – Value of firm for all claim holders, includes equity investors and lenders – Net of tax but prior to debt payments – Measures free cash flow to firm before all financing costs 40
    41. 41. Discounted cash flow t =n CFt Value = ∑ t t =1 (1 + r ) • CF is cash flow • t is the year and • r the discount rate i.e. the cash flow for each year from year 1 to year n (which is the time period under consideration) is discounted to arrive at the present value of future cash flows from year 1 to n 41
    42. 42. Applicability   Discounted cash flow is based on expected cash flow and discount rates Sometimes it is difficult to get a reliable estimate for the future and the valuation model may need modification 42
    43. 43. Limitations  Companies in difficulty – Negative earnings – May expect to lose money for some time in future – Possibility of bankruptcy – May have to consider cash flows after they turn negative or use alternate means 43
    44. 44. Limitations  Companies with cyclic business – May move with economy & rise during boom & fall in recession – Cash flow may get smoothed over time – Analyst has to carefully study company with a view on the general economic trends. The bias of the analyst regarding the economic scenario may find its way into the valuation model 44
    45. 45. Limitations  Unutilised assets of business – Cash flow reflects assets utilised by company – Unutilised and underutilised assets may not get reflected in the valuation model – This may be overcome by adding value of unutilised assets to cash flow. The value again may be on assumption of asset utilisation or market value or a combination of these 45
    46. 46. Limitations  Companies with patents or product options – Unutilised product options may not produce cash flow in near future, but may be valuable – This may be overcome by adding value of unutilised product using option pricing model or estimating possible cash flow or some similar method 46
    47. 47. Limitations  Companies in process of restructuring – May be selling or acquiring assets – May be restructuring capital or changing ownership structure – Difficult to understand impact on cash flow 47
    48. 48. Limitations  Companies in process of restructuring – Firm will be more risky, how can this be captured? – Historical data will not be of much help – Analysis should carefully try to consider impact of such change 48
    49. 49. Limitations  Companies in process of M&A – Estimation of synergy benefit in terms of cash flow may be difficult – Additional capex may be calculated based on inadequate information or limited data – Difficult to capture effect of change in management directly in cash flow – Analyst should try to study impact of M&A with due care 49
    50. 50. Limitations  Companies in process of M&A Historically, many M&As have not done as well as expected. Many times this has been attributed to valuation being too high. To minimise this risk of over valuation, a proper due diligence review (DDR) exercise is to be done, with one of the mandates for this being careful review of the value drivers and the business proposition. 50
    51. 51. Limitations  Unlisted companies – Difficult to estimate risk – Historical information may not be indicative of future, particularly in early stage, growth phases – Market information on similar companies can be difficult to obtain 51
    52. 52. MARKET BASED METHOD 52
    53. 53. Market based method     Also known as relative method Assumption is that other firms in industry are comparable to firm being valued Standard parameters used like earnings, profit, book value Adjustments made for variances from standard firms, these can be negative or positive 53
    54. 54. Exercise in Valuation Plantation Co. Enterprise market value/sales 1.4 Enterprise market value/EBITDA 17.0 Enterprise market value/free cash flows 20 Application to Meadows Co. Sales EBIDTA Free cash flow Garden Co. 1.1 15.0 26 Rs. 200 crores Rs. 14 crores Rs. 10 crores 54 Park Co. 1.1 19.0 26
    55. 55. Value estimated Plantation Co. Enterprise market value/sales 1.4 Enterprise market value/EBITDA 17.0 Enterprise market value/free cash flows 20.0 Application to Meadows Co. Sales EBIDTA Free cash flow Rs. 200 crores Rs. 14 crores Rs. 10 crores Garden Co. 1.1 15.0 26.0 Park Co. 1.1 19.0 26.0 Average Value 1.2 Rs. 240 crores 17.0 Rs. 238 crores 24.0 Rs. 240 crores 55 Average 1.2 17.0 24.0
    56. 56. Exercise in Valuation Enterprise market value/sales Enterprise market value/EBITDA Enterprise market value/free cash flows Application to PenPencil Co. Sales EBIDTA Free cash flow Papers Co 2.6 10.0 21.0 Docs Co. 1.9 21.0 30.0 Rs. 300 crores Rs. 15 crores Rs. 7.5 crores 56 Prints Co. 0.9 4.0 24.0
    57. 57. Value estimated ? Papers Co Enterprise market value/sales 2.6 Enterprise market value/EBITDA 10.0 Enterprise market value/free cash flows 21.0 Application to PenPencil Co. Sales EBIDTA Free cash flow Rs. 300 crores Rs. 15 crores Rs. 7.5 crores Docs Co. 1.9 21.0 30.0 Prints Co. 0.9 4.0 24.0 Average 1.8 11.7 25.0 Average Value 1.8 Rs. 540 crores 11.7 Rs. 175.5 crores 25.0 Rs. 187.5 crores Since multiples differ, this cannot be used as a dependable guide for valuation 57
    58. 58. Relative Valuation  Using fundamentals – Valuation related to fundamentals of business being valued  Using comparables – Valuation is estimated by comparing business with a comparable fit 58
    59. 59. Relative Valuation  Using fundamentals for multiples to be estimated for valuation – Relates multiples to fundamentals of business being valued, eg earnings, profits – Similar to cash flow model, same information is required – Shows relationships between multiples and firm characteristics 59
    60. 60. Relative Valuation  Using Comparables for estimation of firm value – Review of comparable firms to estimate value – Definition of comparable can be difficult – May range from simple to complex analysis 60
    61. 61. Applicability   Simple and easy to use Useful when data of comparable firms and assets are available 61
    62. 62. Limitation    Easy to misuse Selection of comparable can be subjective Errors in comparable firms get factored into valuation model 62
    63. 63. VALUATION: What it depends on 63
    64. 64. Valuation depends on        Management team Historical performance Future projections Project, product, USP Industry scenario Country scenario Market, opportunity, growth expected, barriers to competition 64
    65. 65. Valuation depends on      Nature of transaction Whether 1st round or later round Whether family and friends or other parties Amount of money required Stage of company - early stage, mezzanine stage (pre-IPO), later stage (IPO) 65
    66. 66. Valuation depends on    Strategic requirements and need for transaction Demand / supply position Flavour of the season Initial ballpark valuation can also be a deal issue 66
    67. 67. VALUATION: Process 67
    68. 68. Process of valuation Consider  Net assets tangible and intangible  Financial data  Historical information  Company info  Industry info  Economic environment 68
    69. 69. Process of valuation      Include elements of cash, costs, revenues, markets Plan long term not short haul Use more than one model Discount for risks, assign probabilities Arrive at range A valuation range is preferable 69 to a single number
    70. 70. Process of valuation Finally after arriving at the value range raise some fundamental questions    Does the value reflect the past performance and the expected future? Does the value reflect the USP as compared to competition? Does the value reflect the quality of the management? 70
    71. 71. Process of valuation The last mile…   Does the valuation reflect the picture you have of the business? Would you be willing to pay this price? 71
    72. 72. Valuation: for investment   Valuation is perception in the eye of the beholder It is subject to negotiation Investor Value Company Value 72
    73. 73. Valuation: in M&A  Value of combined business is expected to be more than value of the individual companies Value (A+B) Value A + Value B 73
    74. 74. APPLICATION OF VALUATION MODELS In special cases 74
    75. 75. Multi business models     The entire business is valued as a sum of the parts Valuation depends on successful management of different units Strategic decisions usually occur at each business unit level To understand the company one needs to first understand the opportunities and threats faced by each business unit 75
    76. 76. Multi business models   Valuation of company that is based on valuation of individual business units provides deeper insight Valuation of individual business units also helps understand whether the company is more valuable as a whole or in parts and to understand where the value is (eg. in some units or in the company as a whole) 76
    77. 77. Multi business models   Particularly useful in restructuring and reworking business and financial strategy of the business going ahead Helps understand and get a better picture of costs of the corporate office and understand allocation of these costs and whether these can be reduced 77
    78. 78. Multi business models    Identifying business units can be complex Cash flows projection can be complex and interdependent on different units Allocation of corporate office costs and other company costs/benefits may be difficult 78
    79. 79. Multi business models  A business unit is identified as one which can be split off as a stand alone unit or sold to another enterprise – Units are to be logically separable – They should not have depend production/sales/distribution etc. – Some joint products may fall under one unit, if there is interdependency which calls for this – If there is limited interdependency, this may be viewed by considering transfer pricing and whether transactions could be considered ‘arms length’ 79
    80. 80. Multi business models  Allocation of corporate costs including some or all of these: – Salary and other costs of key management – Board costs – Corporate administration costs – Costs of listing as a public company – Advertising and marketing costs 80
    81. 81. Multi business models  Allocation methods are to be carefully thought through and could be a combination of different methods for different costs, including – Based on time spent (time sheets) – Advertising based on revenue 81
    82. 82. Multi business models  Benefits are also to be incorporated, including – Saving on operational costs – Information/communications – Tax benefits / shields (ie one loss producing unit would provide a shield to another profit making one – important when one is considering a split up / hive off of some units) – Intangible benefits – can these be quantified? (Eg key person in management team / Board) 82
    83. 83. Multi business models  Difficulties and concerns – Partial holdings in units (taken as a percentage of ownership of business unit value) – Double counting may occur – Allocation may pose difficulties – Interdependency may not be easy to separate – Intangibles cannot be easily quantified – Transfer pricing to be viewed in the regulatory context 83
    84. 84. Mergers/Acquisitions   These have become very important as companies try to grow inorganically or network to exploit possible synergies Most senior executives may be involved in such transactions – Directly or indirectly – In the buy side or target side 84
    85. 85. Mergers/Acquisitions  Rationale for the proposed transaction is to be understood Synergy – Revenues – Costs – Intangibles   Control/ dominance in market Under valuation perceived (LBOs/LBIs) 85
    86. 86. Mergers/Acquisitions   Studies show that generally acquired company shareholders gain Reasons for failure – Poor post acquisition management – Over payment for target 86
    87. 87. Mergers/Acquisitions  Research has suggested that the following factors have resulted in positive deals – Bigger value creation overall – Lower premiums paid – Better run by acquirers 87
    88. 88. Mergers/Acquisitions     Overpayment could be because of a combination of these factors: Market potential - overoptimistic appraisal Synergy – overestimated Due diligence – inadequate Bidding – excessive 88
    89. 89. Mergers/Acquisitions  Synergy – Operational (vertical and horizontal M&A eg backward integration, captive customer) – Functional (Production, sales) – Benefits (tax, control etc.) and impact on cash flow to be quantified (eg. increased sales, reduced wages) keeping timing in mind 89
    90. 90. Mergers/Acquisitions     LBOs/LBIs Initially high leverage May be followed by rapid reduction in debt This impacts business risk which will change 90
    91. 91. Cyclic companies    Fluctuation in earnings over different periods in time One approach taken is that if done correctly, DCF evens out fluctuations /volatility in the long term because all value is reduced to a single period However position of current year in cycle, needs to be factored in as it is considered as base year 91
    92. 92. Cyclic companies    Growth rates in different years need to be adjusted based on expected cycles There may be difficulty in estimating cycles accurately If future differs from past, this would impact forecasts and therefore impact valuation 92
    93. 93. Cyclic companies   It is important to have different possible scenarios and arrive at a range of values should be arrived This is useful as managers can implement decisions based on the valuation depending on the stage of the cycle the company is in (eg. for buyback, issue of shares, raising of debt funds) 93
    94. 94. Companies in distress May have one or all these problems  Negative cash flow  Unable to pay back debt  Liquidity crunch 94
    95. 95. Companies in distress   Valuing the company based on expectation of turnaround Assume the company will be healthy soon and look at future based on a healthier past Analyse based on future expected transaction in which cash flow is identifiable 95
    96. 96. Companies in distress   Liquidation value Sum of parts based on individual identification of units – Consider different alternate scenarios of units in different combinations – Consider all assets tangible and intangible  Cap at possible realisable value 96
    97. 97. Cross border transactions      There are special issues in such cases, including Foreign exchange fluctuations Difference in regulations (statutory, accounting) Estimating cost of capital Country risks Inter country transactions 97
    98. 98. Cross border transactions     Analyse past performance Translate Fx into host country financials, based on accounting standards Include any tax implication (eg subsidiary may pay dividend tax only if this is paid out) Arrive at FCF and convert to domestic currency 98
    99. 99. Cross border transactions   Consider impact of restrictions on transfer of currency In place of FCF, multiples may also be used 99
    100. 100. Cross border transactions  View impact of accounting regulations on financials – Provisions (pension) – Goodwill (amortised or against equity) – Revaluation of assets – Deferred taxes – Fx translations – Non operating assets – Tax 100
    101. 101. Cross border transactions  Cost of capital – Market risk premium difficult to estimate, sometimes proxies are used – Risks in changing regulations – Political risks – Illiquid capital markets – Restrictions on cash flows 101
    102. 102. Privatisation    Listed companies have the following which may lead to increased costs Increase in information to be provided per listing requirements Separation of ownership and management (good/bad?) Focus on stock prices at the cost of fundamental growth, in many cases 102
    103. 103. Privatisation Implication of privatisation  Reduced access to finance  Reduced visibility of company (impact on brand)  Reduced requirement for compliance/governance Impacts to be factored in for valuation, to the extent possible 103
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