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Tailored valuation

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The Tailored Valuation is a consulting service in which our e-Valuation team of analysts carries out an analysis and valuation of the company and then draws up a Valuation Report that examines each …

The Tailored Valuation is a consulting service in which our e-Valuation team of analysts carries out an analysis and valuation of the company and then draws up a Valuation Report that examines each and every one of the unique characteristics of the business being appraised.

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  • 1. Strictly Private and Confidential This document is an extract of the full report www.evaluation.us TAILORED VALUATION [Company XYZ] January 2011 New York - London – Miami - Madrid
  • 2. Strictly Private and Confidential www.evaluation.us INDEX Page 1. Aim of the report and Executive Summary 4 2. Financial Hypothesis 6 3. Valuation Methodology 12 4. Trading Valuation 19 5. Private Transactions Valuation 22 6. DCF Valuation 26 7. Conclusion: Valuation Range 30 Appendix I. e-Valuation Company Presentation 32 II. WACC Calculation 33 III. Historical and Projected Financial Statements 34 IV. Difference Between Value and Price 37 V. Glossary 38 VI. e-Vauation’s References 39 VII. Contact Details 40
  • 3. Estrictamente Privado y Confidencial January 2011 COMPANY XYZ – TAILORED VALUATION 3. Valuation Methodology www.e-valuation.us www.evaluation.us Introduction  In order to carry out XYZ’s valuation, e-Valora has used contrasted, generally accepted valuation methodologies: the Discounted Cash Flows methodology (DCF), the Multiples of Trading Comparable Companies methodology and the Multiples of Private Transactions methodology. The application of each of these methodologies, results in a specific valuation range for XYZ. In order to establish an estimated valuation range for the company, e-Valora calculates a weighted average of the results of the different methodologies, where the different weights are estimated using its own criteria and experience. We believe that the use of all of these methodologies improves the reliability of the valuation obtained given that they are complementary. Furthermore, it allows us to contrast the results of one and other (including the basic assumptions made).  In the case of the DCF methodology, the assumptions that are considered are based on e-Valora’s estimates. Such information allows a qualitative and quantitative analysis of the current and expected future situation of XYZ.  If the strategy carried out by the Company in the future is different from the one that has been considered according to the information provided by the Client, or if such information differs from reality, our view about the value of XYZ would vary accordingly.  Each of the methodologies mentioned take into account the information of XYZ in a different way, providing a complementary view of the company’s value. 12
  • 4. Estrictamente Privado y Confidencial January 2011 COMPANY XYZ – TAILORED VALUATION 4. Trading Valuation www.e-valuation.us www.evaluation.us Valuation using Multiples of Trading Comparable Companies (continuation)  According to the multiples found and weighting each of them as indicated in the following table, the company’s valuation range would be of between 169.172 and 186.980 Euros. VALUATION USING MULTIPLES OF TRADING COMPARABLE COMPANIES Companies E.V./Turnover E.V./EBITDA1 E.V./EBIT2 PER3 Euros 2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012 Mean 0,35x 0,36x 0,30x 10,9x 7,4x 5,4x 16,9x 9,9x 7,0x 25,9x 15,6x 10,3x Company XYZs Magnitudes 4.421.756 4.386.531 4.474.261 14.549 17.414 19.490 14.372 17.062 18.958 10.779 12.796 14.219 Results: Value of the Company 1.564.738 1.559.332 1.322.394 159.030 129.028 105.893 242.783 168.805 132.625 170.328 91.225 145.949 Weights 5% 5% 5% 50% 50% 50% 25% 25% 25% 20% 20% 20% 2010 2011 2012 Value of the Company 388.776 275.907 298.172 Value of the Company reduced by 20% 311.021 220.726 238.538 Company Value Estimation USING MULTIPLES OF TRADING COMPARABLE COMPANIES 256.761 Euros RANGE 5% COMPANYS VALUATION RANGE USING MULTIPLES OF TRADING COMPARABLE COMPANIES 243.923 269.599 Euros - Net Debt (Negative) 108.765 108.765 VALUATION RANGE OF THE COMPANYS EQUITY USING MULTIPLES OF TRADING COMPARABLE COMPANIES 352.688 378.365 Euros Note 1 : EBITDA stands for Earnings before interest, taxes, depreciation and amortisation Nota 2: EBIT stands for Earnings before interest and taxes Nota 3: PER is equal to the companys market capitalization divided by the profit/loss (after taxation) 21
  • 5. Estrictamente Privado y Confidencial January 2011 COMPANY XYZ – TAILORED VALUATION 5. Private Transactions Valuation www.e-valuation.us www.evaluation.us Valuation using Multiples of Private Transactions (continuation)  According to this approach, the company’s valuation range would be of between 162.226 and 179.303 Euros. The weight of the results obtained trough this methodology in the company’s final valuation are low for the reasons that have been previously explained. XYZS VALUATION USING MULTIPLES OF PRIVATE TRANSACTIONS Euros E.V./ Turnover E.V./EBITDA E.V./EBIT PER Mean 0,34x 7,86x 9,29x 18,88x Magnitudes 2009 of the Company 4.421.756 14.549 14.372 10.779 Results: Valuation of the Company 1.510.237 114.413 133.494 271.260 Weights 5% 50% 30% 15% Company Value Estimation USING MULTIPLES OF PRIVATE TRANSACTIONS 213.456 Euros Value of the company dicounting a 20% 170.765 RANGE 5% COMPANYS VALUATION RANGE USING MULTIPLES OF PRIVATE TRANSACTIONS 162.226 179.303 Euros - Net Debt (67.806) (67.806) VALUATION RANGE OF THE COMPANYS EQUITY USING MULTIPLES OF PRIVATE TRANSACTIONS 94.420 111.497 Euros 24
  • 6. Estrictamente Privado y Confidencial January 2011 COMPANY XYZ – TAILORED VALUATION 7. Conclusion: Valuation Range www.e-valuation.us www.evaluation.us Conclusion: Final Valuation Range  Taking into account the results obtained using the different methodologies described, and considering that our reference methodology is the DCF (with a weight of 85%, compared to 10% for the multiples of Trading Comparable Companies methodology and the 5% of the multiples of Private Transactions methodology), we obtain an average value, to which we apply a reliability range of +/- 5%.  Taking into account such assumptions, we conclude that the final valuation range for XYZ is the following : between 247.163 and 273.180 Euros. DCF 256.971 284.021 Private Comparable Transactions 162.226 179.303 Trading Comparable Companies 169.172 186.980 Total 247.163 273.180 50.000 100.000 150.000 200.000 250.000 300.000 Equity’s Market Value  To calculate the market value of XYZ’s shares (Equity Value), the company’s net debt (it shows a companys overall debt situation by netting the value of a companys liabilities and debts with its cash and other similar liquid assets) at the moment of the valuation has to be subtracted from the enterprise value previously calculated.  Based on the historical data provided by the company, and considering the company’s net debt as of December of 2008 (1,669,850 Euros), the valuation range of the its Equity would be of between 179.357 y 205.374 Euros. 30
  • 7. Estrictamente Privado y Confidencial January 2011 COMPANY XYZ – TAILORED VALUATION Appendix I. e-Valora Company Presentation www.e-valuation.us www.evaluation.us  e-Valora offers financial consulting services to the private as well as to the public sector, and is specialized in company valuations. Among other services provided, we must highlight advisory services towards mergers and acquisitions, the elaboration of economic and financial studies, business and viability plans, and financial and business consulting services.  Since its foundation in November of 2000 by a team of experts coming from international investment banks, e- Valora has carried out more than 1,000 valuations of Spanish and foreign companies, from companies with less than 1 million Euros of turnover to companies with more than 500 million Euros of turnover, from start-ups to companies with more than 80 years of history, including services and industrial companies.  At the end of 2008, e-Valora increased its professional team with members that have a wide experience in investment banking, coming from entities such as Bank of America or Rothschild, that have worked in projects belonging to every economic sector.  e-Valora has got ISO 9001 Certification in Business Valuation Services, Corporate Finance Advisory Services and Elaboration of Valuation Multiples.  Its offices locations and contact details are the following :  e-Valuation Financial Services North America  e-Valuation Financial Services Northern Europe 14 Wall Street, 20th Floor One Canada Square, 29th Floor, Canary Wharf New York City, New York 10005 London E14 5DY United States of America United Kingdom  e-Valuation Financial Services Central and South America  e-Valuation Financial Services Southern Europe Brickell Avenue, 11th Floor c/ José Ortega y Gasset, 42 Miami, 33131 Madrid, Madrid 28006 United States of America Spain 32
  • 8. Estrictamente Privado y Confidencial January 2011 COMPANY XYZ – TAILORED VALUATION Appendix II. WACC Calculation www.e-valuation.us www.evaluation.us Calculation of the Weighted Average Cost of Capital  The cost of capital is equal to the weighted average of the cost of debt and equity  To calculate the DCF we need to estimate the company’s cost of capital:  When valuing XYZ, the WACC has been calculated as the mean of the WACC of other companies that operate in the same industry  In the following table we detail how such discount rate has been calculated: Comparable Companies WACC Company A ADECCO 9,5% Company B RANDSTAD 9,7% Company C MANPOWER 10,9% Company D USG People 9,8% Company E Kelly services 9,8% Company F Kforce 10,0% Company G Inc. Administaff, 10,5% Average 10,0% + 5 percentage points 5,0% WACC 15,00%  The calculated and adjusted discount rate is of 15,0%. A 5% has been added to such rate to take into consideration the company’s risk premium given that it is smaller than its comparables, its equity has no liquidity and its turnover is very concentrated. 33 Nota 1: WACC: Weighted Average Cost of Capital
  • 9. Estrictamente Privado y Confidencial January 2011 COMPANY XYZ – TAILORED VALUATION Appendix III. Historical and Projected Financial Statements www.e-valuation.us www.evaluation.us Balance Sheet (Euros) ASSETS 2007 2008 2009 N 2010 2011 2012 2013 2014 FIXED ASSETS 242 242 0 707 1.232 1.596 1.802 1.846 Tangible assets 242 242 0 707 1.232 1.596 1.802 1.846 Machinery 2.019 2.019 2.019 2.150 2.280 2.412 2.549 2.689 Other Installations 10.504 10.504 10.504 11.184 11.860 12.548 13.258 13.989 Tangibles 1.123 1.123 1.123 1.196 1.268 1.341 1.417 1.495 Accumulated Depreciation (13.404) (13.404) (13.645) (13.822) (14.175) (14.706) (15.422) (16.327) CURRENT ASSETS 387.336 486.015 1.283.384 826.409 832.153 861.447 900.304 944.446 Debtors 390.341 484.555 1.261.830 696.037 690.860 704.677 725.818 747.592 Clients Average payment days from invoice 385 533 127 57 57 57 57 57 Accounts Receivable 80.939 69.235 1.261.830 696.037 690.860 704.677 725.818 747.592 Other Debtors 309.402 415.320 0 0 0 0 0 0 Cash and cash equivalents (3.005) 1.460 21.554 130.372 141.293 156.770 174.486 196.853 TOTAL ASSETS 387.578 486.257 1.283.384 827.117 833.385 863.043 902.106 946.291 LIABILITIES 2007 2008 2009 N 2010 2011 2012 2013 2014 EQUITY 14.385 16.166 24.719 35.498 48.294 62.513 77.594 97.314 Shareholders Equity 14.385 16.166 24.719 35.498 48.294 62.513 77.594 97.314 Capital 3.005 3.005 3.005 3.005 3.005 3.005 3.005 3.005 Reserves 895 11.379 13.161 13.161 13.161 13.161 13.161 13.161 Retained Surpluses/(Accumulated losses) 572 0 0 8.553 19.331 32.128 46.346 61.428 Profit/loss 9.912 1.782 8.553 10.779 12.796 14.219 15.081 19.720 CURRENT LIABILITIES 373.193 470.090 1.258.665 791.619 785.091 800.531 824.512 848.977 Short term debts 0 0 40.000 0 0 0 0 0 Debts held with financial institutions 0 0 0 0 0 0 0 0 Other short term debts 0 0 40.000 0 0 0 0 0 Short term debts with associated companies 0 0 49.360 0 0 0 0 0 Accounts Payable 373.193 470.090 1.169.305 791.619 785.091 800.531 824.512 848.977 Suppliers (87) 0 0 0 0 0 0 0 Creditors 372.755 447.286 171.592 0 0 0 0 0 Companys payment days form invoice 800 1.982 365 0 0 0 0 0 Pending remunerations (432) 7.992 344.635 245.837 243.879 248.756 256.219 263.906 % over sales 0,1% 2,4% 8,7% 5,6% 5,6% 5,6% 5,6% 5,6% Income tax payable (2.303) 10.946 496.344 350.240 347.449 354.398 365.030 375.981 % over sales 0,6% 3,3% 12,5% 7,9% 7,9% 7,9% 7,9% 7,9% Social Security Institutions Payable 3.260 3.867 156.734 195.542 193.763 197.376 203.262 209.090 % over total staff costs 1,8% 1,6% 4,7% 4,7% 4,7% 4,7% 4,7% 4,7% Public Treasury, Output VAT 0 0 (0) 0 0 0 0 0 TOTAL LIABILITIES 387.578 486.257 1.283.384 827.117 833.385 863.043 902.106 946.291 34
  • 10. Estrictamente Privado y Confidencial January 2011 COMPANY XYZ – TAILORED VALUATION Appendix V. Glossary www.e-valuation.us www.evaluation.us  Intangible Assets or Intangible Fixed Asset: Non-physical assets such as franchises, trademarks, patents, copyrights, goodwill, shares, securities and contracts (as distinguished from physical assets) that grant rights and privileges.  Tangible Assets or Tangible Fixed Asset: Physical assets (such as machinery, property, etc).  Amortization: Accounting procedure that gradually reduces the cost of value of an asset, tangible or intangible, (e.g. investments in research & development), through periodic charges to the profit and loss account in order to fix the costs during its estimated useful life.  Trading Comparable Companies: Those enterprises whose business value is obtained through methods that compare the company to be valued to similar enterprises. It is calculated dividing the market value of the last ones by a financial magnitude of the companies’ profit and loss account (such as net income, net sales, etc). When multiplying by the same enterprise’s magnitude of the company to be valued, we will obtain its approximate value.  EBITDA: EBITDA refers to operating profit before amortizations.  EBIT: Earnings Before Interest and Taxes.  Balance Sheet: Statement of a company’s financial position at a given point in time. Lists the assets of a company and how they have been financed. Total assets is equivalent to liabilities plus shareholders’ equity.  Cost of Supplies: Cost related to the production, supply, transport and storage of raw materials and the materials used in the production process. In this section can also be included the cost of outsourcing services to provide the customer.  Profit and Loss Account: Financial statement that shows the expenses and revenues generated during a period of time.  Weighted Average Cost of Capital: Calculated as the cost of equity * (equity value / firm value) + cost of debt * (net debt / firm value) * (1- corporate tax). It is a discount rate typically used to discount future free cash flows to the moment of valuation.  Discounted Cash Flows (DCF): Company’s valuation method based on the idea that the value of a company is related to what it is able to generate in the future. It is calculated as the future cash flows of a company, discounted back to present value using an appropriate discount rate.  Net Debt: Total debt of the company minus any cash or liquid funds that the company has but does not require for its operating activity. 38
  • 11. Estrictamente Privado y Confidencial January 2011 COMPANY XYZ – TAILORED VALUATION Appendix VI. e-Valuation’s References www.e-valuation.us www.evaluation.us 2008 - 2009  Advertising  Ecological and Recycling  Logistics  Renewable Energies  Automotive  Editorial  Media  Restaurant  Aviation  Education and Training  Metallurgy  Retail  Biotechnology  Electronics  Quality Consulting  Software and Data Security  Brokerage and Financial Services  Engineering and Machinery  New Techonlogies  Sports  Building Materials Manufacturer  Entertainment and Leisure  Other Building Specilialists  Steel  Business Services  Forestry  Outsourcing Services  Technology  Construction and Contracts  Healthcare  Production and Distribution  Telecommunicaciones  Construction and Materials  Insurance  Public Administration  Textiles  Construction Related Services  Internet  Rail  Transportation and Logistics  Consulting, Audit and Advisory  Local TV  Recreation  Quemical Industry NOTE: For confidentiality reasons our clients´ names are not revealed. 39
  • 12. Estrictamente Privado y Confidencial January 2011 COMPANY XYZ – TAILORED VALUATION Appendix VII. Contact Details www.e-valuation.us www.evaluation.us e-Valuation Financial Services North America e-Valuation Financial Services Northern Europe 14 Wall Street, 20th Floor One Canada Square, 29th Floor, Canary Wharf New York City, New York, 10005 London, E14 5DY Estados Unidos Reino Unido e-Valuation Financial Services Central and South America e-Valuation Financial Services Southern Europe 111 Brickell Avenue, 11th Floor c/ José Ortega y Gasset, 42 Miami, 33131 Madrid, 28006 Estados Unidos España 40