Chapter 2 Financial Management
Chapter 2 Financial Management
CORPORATE
VALUATION
2.1 Introduction
Equity: Valuing the shares of a company, whether for the purpose of buying or selling a
single share or valuing all of the equity for purposes of a corporate acquisition.
Debt: Valuing the company’s debt. When debt is risky, its value depends on the value
of the company that has issued the debt.
Other: We may want to value other securities related to the company—for example, the
firm’s warrants or options, employee stock options, etc.
1. The accounting approach to EV moves items on the balance sheet so that all
operating items are on the left-hand side of the balance sheet and all financial
items are on the right-hand side. Although most academics sneer at this
approach, it is often a useful starting point for thinking about the enterprise
value.
2. The efficient markets approach to EV revalues—to the extent possible—
items on the accounting EV balance sheet at market values. An obvious
revaluation is to replace the firm’s book value of equity with the market value of
the equity. To the extent that we know the market value of other firm liabilities
— debt, pension obligations, etc.—this market value will also replace the book
values.
3. The discounted cash flow (DCF) approach values the EV as the present value
of the firm’s future anticipated free cash flows (FCFs) discounted at the
weighted average cost of capital (WACC). The FCFs can best be thought of as
the cash flows produced by the firm’s productive assets—its working capital,
fixed assets, goodwill, etc.
In this chapter we use two implementations of the DCF approach. These
approaches differ in their derivation of the firm’s free cash flows.
4. DCF with two Methods;-
4.1 DCF future anticipated FCFs on an analysis of the firm’s consolidated
statement of cash flows.
4.2 DCF future anticipated FCFs on a pro forma model for the firm’s financial
statements.
While we would rarely use accounting numbers to value a company, the balance sheet
of a company is a useful starting framework for the valuation process. In this section
we show how accounting statements can help us define the concept of enterprise value
(EV). As a starting point, consider the balance sheet for XYZ Corp.:
• We move the operational current assets to the left side of the balance sheet.
• We move all the debt (short-term debt, current portion of long-term debt, and
long-term) into one debt item.
2
Assets Liabilities and
equity
Liquid assets (cash
2,500 Financial debt
marketable
securities)
Current portion of
long- 1,000
term debt
Current assets, Short-term debt 500
operational
Inventories 1,500 Long-term debt
1,500
Accounts receivable
3,000 Total financial
3,000
debt
Minus, current liabilities,
operational
Accounts payable -1,500
10 Taxes payable 200 Pension 800
liabilities
11 Net working
2,800 <--
capital =SUM(B6:B1 0)
A B C D E F
1 XYZ ENTERPRISE VALUE BALANCE SHEET
2 Assets Liabilities and
equity
3 Net working 2,800 Total financial 3,000
capital debt
4 Minus liquid -2,500
assets
5 Fixed assets 1,950 Net debt 500
6
7 Goodwill 1,000 Pension 800
liabilities
8
9 Preferred stock 200
1 Minority 100
0 interest
1
1
1 Equity 4,150
2
1
3
1 Enterprise 5,750 <-- Enterprise 5,750 <--
4 value =B3+B5+ value =E5+E7+SUM(E
B7 9:E12)
To show the rewriting of the balance sheet in practice, here is the 31 December
2011 balance sheet for Caterpillar Corp. (CAT):
CATERPILLAR CORP.,
BALANCE SHEET 31 December 2011
Current assets Current liabilities
Cash and cash 3,057,000 Accounts payable 16,946,000
equivalents
Short-term investments Short-term debt 9,648,000
Net receivables 19,533,000 Other current1,967,000
liabilities
Inventory 14,544,000 Total current28,561,000
liabilities
Other current assets 994,000
Total current assets 38,128,000 Long-term debt 24,944,000
Other liabilities 14,539,000
Long-term investments 13,211,000
Property, plant, and
equipment 14,395,000 Minority interest 46,000
(net)
Goodwill 7,080,000 Total liabilities 68,090,000
Intangible assets 4,368,000
Other assets 2,107,000 Stocks, options,473,000
warrants
Deferred long-term asset 2,157,000 Common stock 4,273,000
charges
Retained earnings 25,219,000
Treasury stock -10,281,000
Other stockholder -6,328,000
equity
Total equity 13,356,000
Total assets 81,446,000 Total equity and81,446,000
liabilities
To get to the enterprise value balance sheet for Caterpillar, we move financial
items from the left side of the balance sheet to the right, and we move
A B C D E F
CATERPILLAR CORP., 2011 ENTERPRISE VALUE
1 BALANCE SHEET
Book values
Net working capital 16,158,000 <-- Net financial31,535, <--
debt 000
=195330 =9648000+2494400
00+1454 0-
4000+99 3057000
4000-
1694600
0-
2 1967000
3 Long-term 13,211,000 Other 14,539,
investments liabilities 000
4 Property, plant, and 14,395,000
equipment
5 Goodwill 7,080,000 Minority 46,000
interest
6 Intangible assets 4,368,000
7 Other assets 2,107,000 Equity 13,356,
000
8 Deferred long-term 2,157,000
asset charges
9 Enterprise value 59,476,000 <-- Enterprise 59,476, <-- =SUM(E2:E7)
=SUM( value 000
B2:B8)
The Caterpillar example above assumes that the book value is a correct valuation of the
company. But a simple calculation shows how problematic this is: At the end of 2011
Caterpillar had 624.72 million shares outstanding, and the market price per share was
$90.60. This suggests that the Caterpillar’s enterprise value is $102.720 billion—a far
cry from the book value of the enterprise value of $59.476 billion.
The efficient markets approach to the valuation of Caterpillar’s equity and financial
liabilities assumes that the market value of a company’s shares or debt is simply the
market value at the time of valuation. Moreover, it has the power of logic and much
academic research behind it.
➢ Note that we could also apply the market valuation to other components of the
right-hand side of the balance sheet—we could try to revalue the firm’s financial
obligations, its other liabilities, and minority interest. This is usually not done,
unless there is a convincing case that the book values for these liabilities differ
materially from their market value.
In the previous section we valued the EV by using the market value of the right-hand
side of the firm’s enterprise value balance sheet—using the market value of its equity
and perhaps the market valuation of other elements of the firm’s financing. In this
section we concentrate on the left-hand side of the enterprise value balance sheet.
✓ The discounted cash flow (DCF) method focuses on two central concepts:
1. The firm’s free cash flows (FCFs) are defined as the cash created by
the firm’s operating activities.
The firm’s enterprise value (EV) is the present value of the future FCFs discounted
at the WACC:
The idea is to value a company by considering the present value of the FCFs, where FCF
is defined as the cash flow to the firm from its assets (the word assets is used broadly,
and can be fixed assets, intellectual and trademark assets, and net working capital).
In these chapters we often make two additional assumptions: We assume a limited number
of predictive periods for the FCFs and we assume that cash flows occur throughout the
year. The assumption that, for valuation purposes, cash flows occur approximately in
mid-year is meant to capture the fact that most corporate cash flows
The free cash flow (FCF) is a measure of how much cash is produced by the firm’s
operations. There are two accepted definitions of the FCF (both of which, of course,
ultimately boil down to the same thing).
Free Cash Flow Based on the EBIT (earnings before interest and
taxes)
EBI
T
1. One method is to base our estimates of future free cash flows on the
consolidated statement of cash flows (CSCF) of the firm
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2. The second method is to estimate a set of pro forma financial statements for the
firm and to derive the free cash flows from these statements
A. Free Cash Flows Based on Consolidated Statement of Cash Flows (CSCF)
The consolidated statement of cash flows is part of every financial statement. It is the
accountant’s explanation of how much cash was generated by the business, and how this
cash was generated. The consolidated statement of cash flows (CSCF) is composed of
three sections: Operating cash flows, investment cash flows, and financing cash flows.
A classic adjustment is to add back depreciation to the firm’s income: Since depreciation is
a non-cash charge on the firm’s income, it must be added back when making the
adjustment for cash. But depreciation is just the tip of the non-cash iceberg:
When firms issue stock options to employees, the value of these options is deducted from
the firm’s income. The logic behind this—that in giving its employees options, the firm
has given them something of value which must be accounted for in its income statement
—is impeccable. But the actual charge for options is a non-cash deduction, and in the
consolidated statement of cash flows, it is added back.
A firm’s income statements must reflect the decrease in goodwill (so-called “impairment”).
This impairment—the loss in economic value of an intangible asset that was purchased
by the firm—is an economic loss to the firm’s share- holders. But it is not a cash flow
loss, and in the consolidated statement of cash flows it is added back.
The second section of the CSCF includes all investments made by the firm. These
investments include both investments in securities and investments in operating assets
of the firm.
✓ Investment in securities can refer to the sale or the purchase of securities held by
the firm. Investment in securities is not part of the firm’s free cash flows, which
are intended to measure solely cash flows related to the firm’s core business
activities. Investments in fixed assets are usually related to the firm’s FCFs.
For purposes of computing the firm’s free cash flows, we need to distinguish between
financial investment cash flows (not part of the FCF) and investment in assets used to
produce the firm’s business income (part of the FCF).
The last section of the CSCF deals with changes in the firm’s financing. For FCF
purposes, we can ignore this section.
Another way to project free cash flows is to build a set of predictive financial statements
based on our understanding of the company and its financial statements. A typical
model might look like the following: