CV Mid Sems
CV Mid Sems
AN OVERVIEW
1. It is impossible to Forecast accurately the future cash flows that the business would generate and estimate
precisely the discount rate applicable to the future cash flows.
2. A business is not worth the same to different parties. Different prospective buyers are likely to assign different
values to the same company, depending on how the company fits into their scheme of things.
3. The primary objective of management should be to maximise shareholder value.
4. The purpose of corporate valuation is basically to estimate a fair market value of a company
5. Fair Market Value - “the price at which the property would change hands between a willing buyer and a
willing seller when the buyer is not under any compulsion to buy and the seller is not under any compulsion to
sell, both parties having reasonable knowledge of relevant facts.”
CONTEXT OF VALUATION
Corporate Valuation is done in the following situations:
1. Raising capital for a nascent venture – Raising capital for venture capitalist and private equity firms.
2. Initial Public Offering – to find out at what price the IPO should be made.
3. Acquisions – Takeovers, mergers (absorption or consolidation) and purchases of business divisions.
4. Divestitures – sale of a particular division or a plant. Same as purchase of Business divisions.
5. PSU Disinvestment – Dilution in Public Sector Undertakings.
6. ESOPs – Employee stock options plan – to determine the exercise price – when company is unlisted
7. Portfolio Management – valuation depends on the investment philosophy of the investor.
APPROACHES TO VALUATION
1. Book value approach - simplest approach - book value figures are adjusted to reflect replacement value or
liquidation value or fair value – discrepancy arises because – conventional balance sheet does not reflect value
of intangible assets – such as brand equity – technical and managerial knowledge.
2. Stock and Debt Approach – when securities are publicly traded – value can be obtained by – adding the
market value – of all its outstanding securities. – also referred to as market approach – assumes market
efficiency – efficient market is when the market price of security is an unbiased estimate of its intrinsic value.
3. Discounted Cash Flow Approach – involves forecasting future cash flows and discounting the same to
present point of time. – using the cost of capital that reflects the firm’s capital structure and business risk –
several model of DCF valuation – enterprise DCF model (Involves FCFF (Free cash flow to firm), WACC
(weighted average cost of capital)) – equity DCF model – adjusted present value model. - Economic profit
model
4. Relative Valuation approach – one can teel the value of an asset by looking at the price of similar assets –
there are two multiples – Enterprise Multiples and Equity Multiples.
5. Option Valuation approach - the option valuation approach utilizes the principles of option pricing theory to
estimate the value of a company or its securities - Treats the company like an option on its underlying assets,
acknowledging the inherent uncertainty and future potential.
Overall, recognizing and addressing these elements helps improve the accuracy and reliability of valuation efforts. It is
essential to remember that the utility of valuation does not depend solely on achieving perfect precision; rather, it
relies on relative precision compared to other valuers attempting to assess the same company.
REFINEMENTS IN VALUATION
Refinements in valuation practices have evolved significantly, driven by the lessons learned from the disappointing
outcomes of mergers and acquisitions in the 1980s.
Enhancements in Valuation Techniques:
* Access to online public filings and data from organizations like Factset and Ibbotson Associates has revolutionized
the availability of information for valuation.
* Improved data accessibility allows for more comprehensive due diligence and refined Discounted Cash Flow (DCF)
analysis.
* Advancements in methodologies like the Fama-French three-factor model have enabled capturing additional factors
like size and price-book ratio.
Increased Reliance on DCF Models:
* Companies like Colgate-Palmolive have embraced DCF for global investment evaluations due to its ability to
provide a common denominator for assessing transactions across diverse markets.
* Better DCF forecasts have facilitated more complex M&A financing structures such as mezzanine financing and
contingent convertible bonds by enabling lenders to evaluate risks accurately
Challenges in Valuation:
* Despite advancements, challenges persist, including imprecise estimation of synergies and potential manipulation of
numbers to justify deals desired by CEOs.
* Thomas Lys highlights that sometimes valuation can be used as a mere justification for deals desired by CEOs,
emphasizing the importance of transparency and integrity in the valuation process.
Overall, despite the challenges posed by human emotions and irrational behaviours, valuation theories remain
essential tools for understanding and predicting stock prices. However, acknowledging the limitations of these theories
helps practitioners develop a nuanced perspective that incorporates behavioural aspects alongside traditional valuation
frameworks.
IMPORTANCE OF KNOWING INTRINCIC VALUE
Understanding intrinsic value holds significant importance for corporate managers due to the stock market's tendency
to correct mispriced securities over time. By focusing on intrinsic value, managers can leverage opportunities
presented by market deviations while mitigating potential risks.
Key Implications of Knowing Intrinsic Value:
* **Issue Additional Share Capital**: If the share price is deemed excessive compared to intrinsic value, managers
can issue additional shares without diluting existing shareholders' ownership excessively.
* **Buy Back Shares**: When the share price is below its intrinsic value, managers can repurchase shares, increasing
the proportion of outstanding shares owned by remaining shareholders.
* **Pay for Acquisitions With Shares Instead of Cash**: During times of overvaluation, paying for acquisitions using
shares rather than cash can help avoid unnecessary expenditure of scarce resources.
* **Divest Particular Businesses**: Selling underperforming divisions or subsidiaries becomes viable when trading
multiples are disproportionately high compared to their true worth.
Consequences of Ignoring Value:
Ignoring intrinsic value can have serious adverse consequences, as the following conspicuous examples suggest:
∑ The rise and fall of business conglomerates in the 1970s.
∑ Hostile takeovers in the US in the 1980s.
∑ The collapse of Japan’s bubble economy in the 1990s.
∑ The Southeast Asian crisis in 1998.
∑ Internet bubble
∑ The economic crisis starting in 2007.
∑ The ambitious global leveraged acquisitions by Indian firms.
Thus, the discounted cash flow approach to valuing a firm involves the following steps:
Cost Of Capital
The cost of capital is the discount rate used for converting the expected free cash flow into its present value. It
• Represents the weighted average of the costs of all sources of capital
• Is calculated in post-tax terms
• Is defined in nominal terms
• Is based on market value weights
• Is adjusted for risk
WACC FORMULA
The formula that may be employed for estimating the weighted average cost of capital is:
WACC = rE (S/V) + rP (P/V) + rD(1-T) (B/V)
where WACC = weighted average cost of capital
rE = cost of equity capital
S = market value of equity
V = market value of the firm
rp = cost of preference capital
P = market value of preference capital
rD = pre-tax cost of debt
T = marginal rate of tax applicable
B = market value of interest-bearing debt
Forecasting Performance
1. Determine the length of the explicit forecast period.
2. Develop a strategic perspective on the future performance.
3. Develop financial forecasts.
NOPLAT - NOPLAT must be based on a normalized level of revenues and a margin and ROIC which are
sustainable
ROIC - The expected ROIC should reflect the expected competitive conditions
Growth Rate - Real long-term growth rate for the industry plus inflation
WACC -WACC must reflect the underlying business risk and a sustainable capital structure
Multiples Method
Enterprise Value – to – EBITDA Ratio
Enterprise Value – to – Book Value Ratio
Enterprise Value – to – Sales Ratio
**Going Concern Value:** - Represents the value of a business expected to operate profitably in the future, incorporating
intangible assets and growth potential. Higher than liquidation value, crucial for accurate valuation of operational businesses.
STARTEGY ANALYSIS
1. Strategy analysis involves industry analysis, competitive strategy analysis, and corporate strategy analysis.
INDUSTRY ANALYSIS
PORTERS 5 FORCE MODEL
Threat of new entrants • Rivalry among existing firms • Pressure from substitute products • Bargaining power of
buyers • Bargaining power of sellers
- **Customer Priorities:** Companies should adapt their activities based on changing customer needs and
priorities.
- **Channels:** Technology is reshaping distribution channels, like the Internet transforming financial services
distribution.
- **Offering:** Products/services should align with customer needs and be delivered through suitable channels.
- **Inputs/Raw Materials:** Secure supply of raw materials is vital; strong supplier relationships can create a
virtual value chain.
- **Asset/Core Competency:** Company activities determine required assets and core competencies; e.g., Nike
focuses on design and marketing, outsourcing manufacturing to focus on core strengths.
RELATIVE VALUATION
1. CONSIDERED AS A SUBSTITUTE TO DCF. –
STEPS INVOLVED IN RELATIVE VALUATION
1. **Analyze the Subject Company:** Conduct a thorough analysis of the subject company's competitive and
financial position, covering aspects like product portfolio, market segments, technological capabilities, and
financial performance indicators.
2. **Select Comparable Companies:** Identify companies similar to the subject company in terms of business
lines, market served, and scale of operations. Compare at least 3 to 4 closely related companies from a pool of 10
to 15 industry peers.
3. **Choose Valuation Multiples:** Utilize various valuation multiples such as price-earnings ratio,
EV/EBITDA ratio, and EV/sales ratio. Select two to three multiples that best suit the valuation task at hand.
4. **Calculate Valuation Multiples for Comparable Companies:** Determine valuation multiples for
comparable companies based on their financial attributes like sales, EBITDA, book value of assets, and enterprise
value.
5. **Value the Subject Company:** Apply the average multiples of comparable companies to relevant financial
attributes of the subject company to estimate its enterprise value. Consider growth prospects, risk factors, and size
in determining appropriate multiples for accurate valuation.
The P/B (Price-to-Book) multiple, another common valuation measure, is calculated by dividing the market price per
share by the book value per share. The book value per share is derived from the balance sheet and represents
shareholders' equity divided by the number of outstanding equity shares. Reasons for using the P/B multiple include
its stability compared to EPS and its relationship to long-term average returns[1].
The P/S (Price-to-Sales) multiple has gained attention as a valuation tool in recent years. It is calculated by dividing a
company's stock price by its revenue per share or market value of equity capital by annual sales. The P/S multiple
reflects what the market is willing to pay per unit of sales revenue. Reasons for using the P/S multiple include its
stability compared to EPS, less susceptibility to manipulation, and positive nature even when EPS is negative.
Empirical evidence suggests that differences in the P/S multiple are related to long-term average returns[1].
The choice of multiple in valuation can significantly impact the estimated value of a company. Aswath
Damodaran presents three approaches to selecting a multiple: the Cynical View, the Bludgeon View, and the
Best Multiple.
In practice, different multiples like P/E, P/B, EV/EBITDA, and EV/sales are recommended for specific types of firms
based on their characteristics and financial structures[1][2]. Each multiple has its advantages and drawbacks, making
it crucial to choose wisely based on the nature of the business being valued.
### Best Practices for Using Multiples
1. **Consistent Definition**: Ensure that multiples are defined consistently across firms being compared.
2. **Similar Growth and Profitability Prospects**: Select comparables with similar growth and profitability prospects
to the firm being evaluated. Adjustments may need to be made due to differences between firms.
3. **Identifying Fundamental Determinants**: Understand what drives each multiple and how variations in those
fundamentals affect the value of the multiple.
4. **Forward-Looking Estimates**: Utilize multiples based on projected profits or cash flows rather than historical
data.
5. **Preference for Enterprise Value Multiples**: Opt for multiples that consider total enterprise value instead of only
equity value, such as EV/EBITDA over Price/Earnings (P/E).
Relative valuation methods, while not as theoretically sound as discounted cash flow (DCF) approaches, remain
widely employed due to convenience and ease of interpretation. They often involve comparing a company's valuation
metrics against industry averages or peer group medians. However, this naïve comparison can lead to incorrect
conclusions without considering other important factors affecting multiples, including growth prospects, profitability,
risk, capital structure, accounting policies, and corporate governance standards.
Despite the challenges associated with relative valuation, it remains popular among practitioners due to its simplicity
and effectiveness as a communication tool. It allows analysts to quickly convey their findings and justify valuations,
especially when time constraints limit the development of comprehensive cash flow models. Additionally, relative
valuation serves as a helpful sanity check, allowing analysts to assess whether a company's implied multiple aligns
with its peers and to explore potential explanations for any discrepancies[1].
Relative valuation, despite the convincing logic of Discounted Cash Flow (DCF) analysis, is popular due to its
simplicity and ease of communication. Earnings multiples are commonly used in equity research and investment
banking because they provide a quick way to compare companies based on similar expected performance metrics like
ROIC, growth, and risk. While DCF requires detailed projections and subjective forecasts, multiples offer a
convenient shortcut for valuation by assuming companies with similar characteristics should have similar multiples.
However, using industry average multiples can be misleading as companies differ in various factors like growth
prospects, profitability, risk, and governance standards. Adjusting for these differences requires significant effort.
Despite this, multiples remain popular as they are easier to communicate and defend compared to DCF analysis.
Relative valuation is market-driven and seen as more objective, making it commonly used in fairness opinions and
legal cases.
On the other hand, relative valuation has weaknesses. It allows for greater manipulation as underlying assumptions are
not explicitly defined, potentially leading to biased valuations. Additionally, using market-derived multiples can
perpetuate valuation errors present in the market, affecting the accuracy of valuations compared to firm-specific DCF
analysis[1].
CHAPTER 4
Book Value Approach
The simplest approach to valuing a firm is to rely on the information found on its balance sheet.
Two equivalent ways of using the balance sheet information to appraise the value of a firm.
1. Book values of investor claims may be summed directly.
2. The assets of the firm may be totaled and from this total, non-investor claims may be deducted.
Bottom Line
Although the market may not be perfectly efficient, no other pricing mechanism seems to be consistently
better.
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