Académique Documents
Professionnel Documents
Culture Documents
1.1
What is Value?
magnetic resonance imaging (MRI) was invented and the use of Gadolinium was
found in MRI as the perfect contrast material. This only goes to show that no
material can be perceived to be useless, i.e., without any value.
1.4.3 In a philosophical context, Values have Value, as they guide a person
through life and provide the moorings or anchorage in the sea of life. Refer
Swami Dayanand Saraswathis The Value of Values.
1.5 Why Value?
1.5.1 Value is sought to be known in a commercial context on the eve of a
transaction of buy or sell or to know the worth of a possession.
1.6 Who wants to Value?
1.6.1 The following entities may require valuation to be carried out:
1.
2.
3.
4.
A buyer or a seller
A lender
An intermediary like an agent, a broker
Regulatory authorities such as tax authorities, revenue
authorities
5. General public
1.6.2 Global/corporate investors have become highly demanding and are
extremely focused on maximizing corporate value. The list of investors includes
high net worth individuals, pension and hedge funds, and investment companies.
They no longer remain passive investors but are keen followers of a companys
strategies and actions aimed at maximizing and protecting the value of their
investments.
1.7 When to Value?
1.7.1 Valuation is done for numerous purposes, including transactions,
financings, taxation planning and compliance, intergenerational wealth transfer,
ownership transition, financial accounting, bankruptcy, management information,
and planning and litigation support, as listed by AICPA.
1.7.2 We see that the corporate world has increasingly become more dynamic,
and sometimes volatile. Globalization, enhanced IT capabilities, the all pervasive
role of the media, and growing awareness of investors have rendered the
situation quite complex. Mergers, acquisitions, disinvestment and corporate
takeovers have become the order of the day across the globe, and are a regular
feature today.
1.7.3 Understanding the factors that determine the value of any business will
pay tangible dividends by focusing the management on ways to increase the
firms short and long run profitability.
Company description.
Relevant valuation theory, methodology, procedures.
A valuation synthesis and conclusion.
A summary of the quantitative and qualitative appraisal.
A listing of the data and documents the valuer relied on.
A statement of the contingent and limiting conditions of the appraisal.
An appraisal certification.
The professional qualifications of the principal analysts.
Purpose of Valuation
Stage of Business
Financials
Past
Expected Financial Results
Industry scenario
Approach to Valuation
1. Discounted free cash flow method
2. Relative Valuation (Comparable company market multiple method)
3. Comparable Transactions (Mergers & Acquisition) Multiple (CTM)
method
4. Price of recent investment method
5. Net Asset Value method (NAV)
Discounted Free Cash Flow method
The DFCF to the firm method expresses the present value of the business
attributable to all claimants (like equity shareholders, debt holders,
preference shareholders, warrants, etc.) as a function of its future cash
earning capacity
This methodology works on the premise that the value of business is
measured in terms of future cash flow streams, discounted to the present
time at appropriate discount rate
This approach seeks to measure the intrinsic ability of the business to
generate cash distributable to all the claimants
The DFCF to firm method expresses the present value of the business
attributable to equity shareholders as a function of its future cash earning
capacity
The value of equity is arrived at by estimating the free cash flow to equity
and discounting the same at the cost of equity
Capital Expenditures
Increase in NCWC
Terminal Value
Taxes
Capital Expenditures
Increase in NCWC
Change in Debts
Terminal Value
NAV is the net value of all the assets of the company. If you divide it by
the number of outstanding shares, you get the NAV per share
One way to calculate NAV is to divide the net worth of the company by
the total number of outstanding shares. Say, a company share capital
is Rs.100 crores (10 crore shares of Rs.10 each) and its reserves and
surplus is another Rs.100 crores. Net worth of the company would be
Rs.200 crores (equity and reserves) and NAV would be Rs.20 per share
(Rs.200 crores divided by 10 crores outstanding shares)
NAV can also be calculated by adding all the assets and subtracting all
the outside liabilities from them. This will again boil down to net worth
only. One can use any of the two methods to find out NAV.
And within each of these approaches, there are various techniques for
determining the fair market value of a business.
2.2 Conceptual Overview
2.2.1 Equity and Enterprise Value: There is an important distinction between
equity value and enterprise value.
The equity value of a company is the value of the shareholders claims in the
company. The value of a share is arrived at by dividing the value of the
companys equity as accounted in the balance sheet by the total number of
shares outstanding. When a company is publicly traded, the value of the equity
equals the market capitalization of the company.
The enterprise value of a company denotes the value of the entire company to
all its claimholders.
a)
b)
c)
d)
2.4.3 For the valuation of an intangible asset, the valuer should consider:
Excess compensation
Excess fringe benefits
Inventory accumulation
Bad debts
Depreciation
Extraordinary write-offs
Corporate income taxes
Inventory
Bad debts
Fixed asset appreciation/depreciation
Patent, franchises, goodwill, and other intangibles
Investment in affiliates
Future royalties
Low cost debt service
Tax loss carry forwards
a.
b.
c.
d.
Overhead allocations
Instalment sales
Deferred compensation
Pension and profit sharing
Foreign exchange
Consolidation
Depreciation
Inventories
Accounts receivable
Research and development
Income tax deferrals
Marketable Securities
Contingencies
3.1.3 The basic premise in DCF is that every asset has an intrinsic value that can
be estimated, based upon its characteristics in terms of cash flows, growth and
risk.
3.1.4 Though the DCF Valuation is one of the three approaches to Valuation, it is
essential to understand the fundamentals of this approach, as the DCF method
finds application in the use of the other two approaches also. The DCF model is
the most widely used standalone valuation model.
3.2 Discounted Cash Flow (DCF) Analysis:
3.2.1 To use DCF valuation, we need to estimate the following:
the life of the asset
the cash flows during the life of the asset
the discount rate to apply to these cash flows to get present
value
The Present Value of an asset is arrived at by determining the present values of
all expected future cash flows from the use of the asset. Mathematically,
i=n
Value of an asset = [(CFi / (1+r)i]
i=1
That is:
Value = CF1 + CF2 + + CFn
-----
-----
(1+ r)n
where
CFi = Expected Future Net Cash Flow during period i
n = Life of the asset
r = rate of discount
The expected future net cash flow is defined as after-tax cash flow from
operations on an invested capital basis (excluding the impact of debt service)
less the sum of net changes in working capital and new investments in capital
assets.
The discount rate should reflect the riskiness of the estimated cash flows. The
rate will be higher for high risk projects as compared to lower rates for safe or
less risky investments. The Weighted
Average Cost of Capital (WACC) is used as the discount rate. The cost of capital
with which the cash flows are discounted should reflect the risk inherent in the
future cash flows.
3.7.2 DCF approach is also attractive for investors who have a long time horizon,
allowing the market time to correct its valuation mistakes and for price to revert
to true value, or those who are capable of providing the needed thrust as in
the case of an acquirer of a business.
3.8 Value Drivers
3.8.1 In business valuation, it is important to understand the value creation
process in a company, and this warrants an understanding of the hundreds of
value-drivers and their effect on the companys future cash flow.
3.8.2 Value drivers include Financial value drivers such as operating margins and
return on invested capital, and operational, non-financial value drivers. While
financial drivers are generic, operational value drivers differ from company to
company and from industry to industry.
3.8.3 According to David Frykman and Jakob Tolleryd, the key value drivers can
be divided into three distinct areas:
1. The companys internal resources and its intellectual capital (such as brand
strength, innovation power, management and board motivation and past
performance, and person-independent knowledge)
2. The companys external environment and its industry structure (sector growth,
relative market share and barriers to entry)
3. The companys strategy, the way the company chooses to exploit its key value
drivers.
3.9 Steps in DCF Valuation:
3.9.1 The steps in valuing a company using DCF are given below:
1. Determine the time horizon for specific forecasts:
Consider economic and business cycles, positive and negative growth.
2. Forecast operating cash flows:
Determine value drivers, estimate historic, current and future ratios, decide on
cash / investment policy.
3. Determine residual value:
Decide on residual value methodology, estimate growth rate in perpetuity.
4. Estimate WACC:
Estimate cost of equity and debt, the debt-equity ratio.
5. Discount cash flows:
Determine enterprise value and equity value, conduct sensitivity analysis.