Valuation

Valuation Rs. Anjana Vivek www.venturebean.com [email_address]

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. ? ? ?

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. ? ? ?

AGENDA 52 Market based 43 Limitations of DCF 36 DCF 35 Earnings capitalisation 33 Income based 32 Liquidation 31 Replacement 28 Intangible assets 24 Goodwill 18 Book value 16 Cost based 13 Valuation methods 6 Background Slide no. Topic

AGENDA 102 Privatisation 97 Cross border transactions 94 Companies in distress 91 Cyclic companies 84 M & A 75 Multi business Special situations 67 Valuation process 63 What value depends on Slide no. Topic

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?

VALUATION PROCESS Review and selection of the methods of valuation Understanding of issues which impact valuation Special situations and their impact on valuation

What is value Cost vs. Market Value Historical vs. Replacement Differs depending on need of person doing valuation – buyer, seller, employee, banker, insurance company

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

Complex nature of valuation Value A + Value B can be greater or less than Value (A+B)

Why Value When do you think a company is to be valued?

Why Value To Purchase Sell Transact Take decisions Report

Valuation methods These can be broadly classified into: Cost based Income based Market based

Valuation methods Different experts have different classifications of the various methods of valuation Within these methods, there are sub-methods Sometimes the methods overlap

Cost based methods Book value Replacement value Liquidation value

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

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?

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

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?

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

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…

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

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

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

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

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?

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

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

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

Liquidation value method Value if company is not a going concern Based on net assets or piecemeal value of net assets

Income Based methods Earnings capitalisation method or profit earning capacity value method Discounted cash flow method (DCF)

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

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? 0.5718 6,500 5 0.6575 5,000 4 0.7561 3,000 3 0.8696 1,000 2 1 -10,000 1 Rs. ‘000 15% disc. Net CF Year

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? 142 5,500 3,717 0.5718 6,500 5 3,288 0.6575 5,000 4 2,268 0.7561 3,000 3 870 0.8696 1,000 2 -10,000 1 -10,000 1 Rs. ‘000 Rs. ‘000 NPV 15% disc. Net CF Year

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

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

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

Discounted cash flow 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

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

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

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

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

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

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

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

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

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.

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

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

Value estimated ? Since multiples differ, this cannot be used as a dependable guide for valuation

Relative Valuation Using fundamentals Valuation related to fundamentals of business being valued Using comparables Valuation is estimated by comparing business with a comparable fit

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

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

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

Limitation Easy to misuse Selection of comparable can be subjective Errors in comparable firms get factored into valuation model

VALUATION: What it depends on

Valuation depends on Management team Historical performance Future projections Project, product, USP Industry scenario Country scenario Market, opportunity, growth expected, barriers to competition

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)

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

Process of valuation Consider Net assets tangible and intangible Financial data Historical information Company info Industry info Economic environment

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 to a single number

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?

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?

Valuation: for investment Valuation is perception in the eye of the beholder It is subject to negotiation Investor Value Company Value Function of time

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

APPLICATION OF VALUATION MODELS In special cases

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

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)

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

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

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’

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

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

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)

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

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

Mergers/Acquisitions Rationale for the proposed transaction is to be understood Synergy Revenues Costs Intangibles Control/ dominance in market Under valuation perceived (LBOs/LBIs)

Mergers/Acquisitions Studies show that generally acquired company shareholders gain Reasons for failure Poor post acquisition management Over payment for target

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

Mergers/Acquisitions Overpayment could be because of a combination of these factors: Market potential - overoptimistic appraisal Synergy – overestimated Due diligence – inadequate Bidding – excessive

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

Mergers/Acquisitions LBOs/LBIs Initially high leverage May be followed by rapid reduction in debt This impacts business risk which will change

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

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

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)

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 soon and look at future based on a healthier past Analyse based on future expected transaction in which cash flow is identifiable

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

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

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

Cross border transactions Consider impact of restrictions on transfer of currency In place of FCF, multiples may also be used

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

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

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

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

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