05. Valuation Flashcards
What is valuation?
Valuation is the procedure of calculating the worth of an asset, security or company
What reasons for a valuation analysis?
(1) Buy-side engagement
(2) Sell-side engagement
(3) Divestitures
(4) Fairness opinion
(5) Hostile defense
(6) IPO
(7) Credit purposes
(8) Equity research or portfolio management
What are the four main valuation methodologies?
(1) Comparable company analysis: provides the company’s implied value in the public equity markets through analysis of comparable companies’ trading and operating statistics; median multiple from comparable set multiplied by the operating metric of the company you are valuing
* Usually a discount of 10% to 40% is applied to private companies due to the lack of liquidity of their shares
(2) Precedent transaction analysis: median multiple paid in past M&A transactions similar to the current deal multiplied by the operating metric of the company you are valuing
* Results in the highest valuation because it includes a control premium that a company will pay for the assumed synergies
(3) DCF analysis: value of the company equals the cash flows the company can produce in the future. An appropriate discount rate is used to calculate a net present value of projected cash flows
(4) LBO: assuming a given IRR (usually 20% to 30%), what would a financial buyer be willing to pay? Usually provides a floor valuation. Determine that max value you can pay using maximum leverage, which can also help assess amount of initial debt possible
Discuss why one technique may be a more accurate assessment of value than another?
Market valuation might not necessarily be fair. As a result, you might consider using other techniques to determine the fair value of a company
(1) Comparable companies – appropriate when you expect convergence to more efficient valuations in the market
Pros:
-Primary measure for IPOs
-Based on publicly available info
-Market efficiency implies that the trading valuation should reflect all available info (e.g. risk, trends, etc.)
Cons:
- Difficult to find truly comparable companies
- Does not include control premium or synergies
- Not good for thinly traded stocks
- Stock market includes a lot of speculation that may be irrational
(2) Precedent transactions – appropriate for transactions involving control stakes
Pros:
-Primary measure for M&A because it includes control premium
-Trends become clear (i.e. a lot of deals suggests industry consolidation)
Cons:
- Not enough relevant data points
- Degree of comparability is questionable
- Market cycles and volatility may affect valuations
- Not forward looking
(3) DCF – appropriate for longer holding periods
Pros:
-UFCF is relatively free of accounting manipulations
-Good rough estimate
-No market volatility
Cons:
- Number of assumptions makes this method problematic (constant D/E, TY value, growth, etc)
- Heavily dependent on cash flow projections
- Forecasting the future is an imperfect methodology
- Management tends to overestimate projections
- Heavy reliance on TY value
Of the four main valuation methodologies, which ones are likely to result in higher/lower value?
Precedent Transactions (M&A comps) – is likely to give a higher valuation than the Comparable Company methodology. This is because when companies are purchased, the target’s shareholders are typically paid a price that is higher than the target’s current stock price. Technically speaking, the purchase price includes a “control premium” (~20%). Valuing companies based on M&A transactions (a control based valuation methodology) will include this control premium and therefore likely result in a higher valuation than a public market valuation (minority interest based valuation methodology). If the buyer believes it can achieve synergies with the merger, then the buyer may pay more. This is known as the synergy premium.
DCF – Although it is difficult to generalize, the DCF analysis will also likely result in a higher valuation than the Comparable Company analysis because DCF is also a control based methodology (meaning you select the assumptions that determine the value) and because most projections tend to be pretty optimistic. Whether DCF will be higher than Precedent Transactions is debatable but is fair to say that DCF valuations tend to be more variable because the DCF is so sensitive to a multitude of inputs or assumptions.
Comparable Companies – based on other similar companies and how they are trading in the market and no control premium or synergies
LBO – Between LBOs and DCFs, the DCF should have a higher value because the required IRR (cost of equity) of an LBO should be higher than the public markets cost of equity in WACC for the DCF. The DCF should be discounted at a lower rate and yield a higher value than an LBO.
Regardless, all interviewers are looking for you to say that the DCF and precedents yield higher valuations than the other two methodologies for the reasons listed above.
What do you think is the best method of valuation?
Depends on the situation. Ideally, you’d like to triangulate all three main methods: precedents, trading comps and DCF. However, sometimes there are good reasons to heavily weight one over the others. A company could be fundamentally different from its peers, with a much higher/lower growth rate or risk and projections for future cash flows is very reasonable, which makes a good case to focus on the DCF. Or you may prefer trading comps over precedents because there are few precedents available or the market has fundamentally changed since the time those precedents occurred (i.e., 2006 was an expensive year due to the availability of leverage).
How do you use the three main valuation methodologies to conclude value?
The best way to answer this question is to say that you calculate a valuation range for each of the three methodologies and then “triangulate” the three ranges to conclude a valuation range for the company or asset being valued. You may also put more weight on one or two of the methodologies if you think that they give you a more accurate valuation. For example, if you have good comps and good precedent transactions but have little faith in your projections, then you will likely rely more on the Comparable Company and Precedent Transaction analyses than on your DCF.
How do you determine which valuation method to use?
The best way to determine the value of a company is to use a combination of all the methods and zero in on an appropriate valuation. If you have a precedent transaction that you feel is extremely accurate, then you can give that method more weight. If you are extremely confident in your DCF, then you can give that method more weight.
Valuing a company is much more art than it is science.
What are some other possible valuation methodologies in addition to the main three?
(1) Liquidation valuation – valuing a company’s assets assuming they are sold off and then subtracting liabilities to determine how much capital, if any, is leftover for equity investors
(2) Replacement valuation – valuing a company based on the cost of replacing its assets
(3) LBO Analysis – determining how much a PE firm could pay for a company to hit a target IRR (usually 20-30%)
(4) Sum-of-the-Parts – valuing each division of a company separately and adding them together to reach a combined value
When would you use a sum-of-the-parts valuation?
When a company has completely unrelated divisions (e.g. General Electric). Use different set of comparable companies for each division, value each one separately and add them together to get a combined value
When would you use liquidation valuation?
Most common in bankruptcy scenarios and is used to see whether equity holders will receive any capital after the company’s debts have been paid off. It is often used to advise struggling businesses on whether it is better to sell off assets separately or to try and sell the entire company
What are some common valuation metrics?
PE Ratio – criticized because it includes interest and taxes, which might not be the same post acquisition
TEV / Sales – explains how companies with low profits have such high market caps
TEV / EBITDA – probably the most common valuation metric used in banking
EV / EBIT
P / BV
*Note that the most relevant multiple depends on the industry
What is a PE ratio and why do analysts use it?
PE Ratio = price per share / earnings per share. Analysts use this figure to look at how the market values a particular company with respect to earnings (LTM or NTM) relative to other comparable companies.
Analysts may also use a PEG ratio (PE / Growth), which adjusts for differences in growth amongst firms.
What is the calculation for EPS?
EPS = (Net Earnings – Preferred Stock Dividends) / Common Shares
EPS is the portion of a company’s profit allocated to each outstanding share of common stock. It is calculated after paying taxes and after paying preferred stock and bondholders
*Note: fully diluted EPS includes stock options, warrants, and convertible securities, but basic EPS does not count these securities
Does preferred stock trade at a discount or premium to common stock and why? Convertibles?
Convertible bonds trade at a premium to common stock because investors see value in the convertible nature of the investment. Also, transaction costs for convertibles are frequently less than those for buying common stock, and the duration before a bond can be converted applies upward pressure on the convertible bond
Why can’t you use EV/Earnings or Price/EBITDA as valuation metrics?
Enterprise Value (EV) equals the value of the operations of the company attributable to all providers of capital. That is to say, because EV incorporates all of both debt and equity, it is NOT dependent on the choice of capital structure (i.e. the percentage of debt and equity). If we use EV in the numerator of our valuation metric, to be consistent (apples to apples) we must use an operating or capital structure neutral (unlevered) metric in the denominator, such as Sales, EBIT or EBITDA. Such metrics are also not dependent on capital structure because they do not include interest expense. Operating metrics such as earnings do include interest and so are considered leveraged or capital structure dependent metrics. Therefore EV/Earnings is an apples to oranges comparison and is considered inconsistent. Similarly Price/EBITDA is inconsistent because Price (or equity value) is dependant on capital structure (levered) while EBITDA is unlevered. Again, apples to oranges. Price/Earnings is fine (apples to apples) because they are both levered.
What options would you consider to raise a depressed stock price?
(1) Stock repurchase program
(2) Dividend increase
(3) Structural or strategic changes (e.g. M&A, divestitures, etc.)
What is the difference between enterprise value and equity value?
Enterprise Value represents the value of the operations of a company attributable to all providers of capital (i.e. all investors). Equity Value is one of the components of Enterprise Value and represents only the proportion of value attributable to shareholders (this is the number that the public sees).
What is Enterprise Value? What is the formula?
Enterprise value is the value of a firm as a whole, to both debt and equity holders. It represents the value of the operations of a company attributable to all providers of capital.
TEV = Market value of equity (MVE) + debt + preferred stock + minority interest - excess cash.
How do you calculate the market value of equity?
A company’s market value of equity (MVE) equals its share price multiplied by the number of fully diluted shares outstanding.
How do you calculate free cash flow to the firm? To equity?
To the firm (unlevered free cash flow; debt and equity holders): EBITDA less taxes less capital expenditures less increase in net working capital.
- Unlevered FCF = EBIT(1 – T) + D&A + Increase in NWC – Capex
- Use WACC to determine Enterprise Value
To equity (levered free cash flow; equity holders only): Same as firm FCF and then less interest and any required debt amortization. *Levered FCF = UFCF – Cash Interest – Preferred Dividends +/- issuance or repayment of debt & preferred shares
What is FCF?
Measure of cash that a company has left over after paying for its existing operations
How do you calculate FCF from net income?
FCF = Net Income + D&A – Capex – Change in NWC
How do you get from EBITDA to unlevered free cash flow?
UFCF = EBITDA – EBIT(1 – T) – Capex – Change in NWC