Ch 12 Flashcards
Factors affecting valuation of a business
note: not a scientific process
reported and/or forecasted sales, profits, asset values
type of industry
level of competition
range of products sold
breadth of customer base
perspective - buyer/seller will often have different expectations, thus may value the business differently
Valuation of a quoted company
listed company will have stock market value (market capitalization) - if small numbers of shares are being traded, this share price will be used by traders
however, if one company is trying to take over another by acquiring majority of shares, market cap value will not necessarily give suitable value b/c no incentive for sh/h to sell their shares at market price - premium would be req’d
thus stock market price as starting price for valuation, not ending point
Valuation of an unlisted company
likely less information published to help a prospective buyer assess value (unless there has recently been a private sale of company shares for known value)
estimates made by applying similar valuation teachniques (cost of equity, beta, P/E ratio, etc.) to similar listed companies (“proxies”) - but not always easy to find a similar listed company
thus an overall discount of 25% to 35% may be req’d against proxy value to account for
(1) relative lack of marketability (b/c unlisted),
(2) lower levels of scrutinty (thus risk of poor fin info), and
(3) higher risk of volatility in earnings b/c smaller / less well regarded entity
Three basic valuation methods
ASSET BASED
difficult where high levels of intangible assets, although these too can be valued
EARNINGS BASED
business with high forecasted earnings will attract customers and thus be valued highly
CASH FLOW BASED
theoretically, value should equal PV of future CF discounted at appropriate COC
Overview - Asset Based Valuation
entity viewed as being worth the sum of the value of its assets
if only equity is being acquired = deduct borrowings
if physical assets and related liabilities are being purchased (but no liability for borrowings) = don’t deduct borrowings
most useful when company being broken up > purchased as going concern b/c usually gives low figure due to absence of intangible assets (thus more useful in capital-intensive businesses > services)
Three alternative bases for asset valuation
BOOK VALUE
little used in practice b/c largely a product of dep’n policy, value of assets on B/S will not reflect reality
REPLACEMENT VALUE
may be relevant if assets will be used on ongoing basis OR if bidder wants to estimate min price that would need paying to buy assets and set up similar business from scratch (esp if intangible asset value can be addewd on)
BREAK UP VALUE / NET REALIZABLE VALUE
individual assets valued at best price obtainable based on second-hand market and urgency orf realizing the asset
can be used to set min price for vendors looking to liquidate the business instead of selling shares
tradeable investments including shares and cryptocurrency should be valued at current market price
Strengths of asset based valuation
valuations are fairly readily available
provide a minimum value of the entity
Weaknesses of asset based valuation
ignores future profitability expectations
SOFP valuations driven by a/c conventions <> market valuation
difficult to allow for value of intangibles
Shareholder perspective - asset based valuation
value given will typically far considerably below market cap value (value of all shares)
thus obviously sh//h (or “the market”) don’t value org based on SOFP assets
sh/h are not buying company for ASSETS but for INCOME the assets can produce
INCOME generated by SOFP assets plus intangible assets - skilled workforce, strong mgmt team, competitive positioning of products
thus SOFP assets only one dimension of overall value (in a normal going concern scenario)
Definition - Intangible Assets
intangibles lack physical properties and represent legal rights or competitive advantages developed / acquired by an owner
they should generate some measurable amount of economic benefit in order to have value - e.g. incremental turnover/earnings (pricing, volume); cost savings (process economies); increased market share/visibility
owners can exploit through direct use in business or through indirect use via licensing / royalty fee
Characteristics of intangible assets
IDENTIFIABILITY
can be specifically identified with descriptive names, should see some evidence/manifestation of existence (contract, licence, etc.)
should have been created at identifiable time/event and be subject to termination at identified time/event
MANNER OF ACQUISITION
purchased externally or developed internally
DETERMINATE/INDETERMINATE LIFE
determinate life usually established by law/contract or by economic behavior, and should have come into existence at identifiable time as a result of identifiable event
TRANSFERABILITY
int assets may be bought, sold, licensed, rented
subject to rights of private ownership, ensuring a legal basis for transfer
Example Intangible Assets
non-physical assets such as franchises, trademarks, patents, copyrights, goodwill, equities, mineral rights, securities and contracts
Definition - Intellectual Capital
often used synonymously with IP, intellectual assets, knowledge assets
inellectual capital includes:
HUMAN RESOURCES - collective skills, experience, knowledge
INTELLECTUAL ASSETS - defined and coded assets (drawings, computer programs, data collection)
INTELLECTUAL PROPERTY - items which can be legally protected (copyrights, patents)
can be regarded as total stock of capital or knowledge-based equity that the entity possesses
intellectual capital can be both the end result of a knowledge transformation process, or the knowledge itself that is transformed into IP/intellectual assets of the form
Brands
IP increasingly assigns property rights to patents, trademarks, copyrights - these are the only intellectual capitals regularly recognized for a/c purposes
A/C based on historical costs often understates value of IP
company cannot recognize internally-generated goodwill in accounts
on acquisition the value of any brand should be estimated and recognized
Examples of digital assets
becoming a major part of many businesses’ intangibles
websites
apps
branding
cryptocurrency
domain names
Regulatory Environment - Digital Assets
relatively new phenomenon thus regulations developing
when buying an entity with multiple digital assets, important to consider how current/future reg environment might affect revenue stream potential
e.g. govt interest in how data use affects consumers and markets
Usage Rights - Digital Assets
digital assets often created in partnership with 3P consultants - vital to consider usage rights if acquiring an entity with digital assets
due diligence req’d to determine who actually has usage rights
e.g. uncertainty over ownership of code created by 3P consultants could cause buyer to pull out of a potential deal
Valuation of Intangible Assets
intangibe assets can be far more valuable than tangibles
may also be of significant importance to sh/h and other st/h, often a key part of IR
basic asset based methods for valuation do not incorporate this value as intangibles are excluded
three basic ways of valuing intangibles:
MARKET approach
COST approach
INCOME approach
Valuing Intangibles - Market Approach
comparing an intangible asset to an identical/very similar one recently traded arms length
very difficult to obtain this info - public information usually reflects market cap of entire business, not individual intangibles
may however be possible to find direct market evidence for intangibles, e.g. carbon emission rights, internet domain names, licenses for radio stations
Valuing Intangibles - Cost Approach
e.g. internally developed software, websites
historic cost could be easy to identify, but replacement cost is most direct and meaningful way of estimating value
problem - this approach ignores amount, timing, duration of future economic benefits as well as risk of performance in a competitive environment
Valuing Intangibles - Income Approach
best used when intangible is income producing / allows an asset to generate CF
converts future benefits to a single discounted amount - usually as a result of increased turnover or cost savings
challenge is identifying those CF which are uniquely related to the intangible asset vs the company as a whole
Relief from Royalty Method
a form of income based approach to valuing intangibles
the cost savings (or income enhancements) from using an intangible such as a trademark/patent are directly estimated
value is thus based on the payment that would have been made to a 3P arms length for employing the asset to earn benefits through them
Calculated Intangible Value Method
developed to estimate the value of company’s intangibles that do not appear in SOFP
used alongside based asset valuation to give a complete valuation or tang and intang assets
CIV method based on comparison of total return that company is producing vs return expected based on industry average returns on TANGIBLE assets
anything extra is assumed to be return on INTANGIBLE assets
the extra is assumed to continue in perpetuity and can be converted to PV of intangibles by discounting at org’s COC - the result is the “Calculated Intangible Value” or “CIV”
thus total value of entity = value of tangible assets + CIV
Drawbacks of Calculated Intangible Value Method
as for basic asset valuation model, based on historical figures
CIV assumes that future growth in income from intangibles will be constant at the COC
CIV based on profit > CF
CIV based on industry average return, may not be representative of the company being valued
Overview - Earnings Based Valuation
earnings of the org are forecasted and an “earnings multiple” is applied
multiple could be a negotiated number (e.g. 3x earnings) or a perpetuity factor based on a suitable COC - effectively a discounted CF approach
most commonly used approach is to take a suitable P/E ratio as the earnings multiple
P/E Valuation Method
simple method which values the equity of a business by applying a suitable P/E ratio to the business’s earnings (profit after tax)
Value of company equity = total post-tax earnings * P/E Ratio
Value per share = EPS * P/E ratio
P/E Valuation Formula - Post-tax earnings
easily found from the published accounts
however, published figures are historical, earnings need to be expected future figure
thus, one-off items should be adjusted before performing the valuation:
- one-offs which won’t happen again (debt write-offs)
- director salaries which may be adjusted after a takeover is completed
- synergies made as part of a takeover
P/E Valuation Formula - P/E Ratio
simple measure of company’s share price divided by EPS
indicates the market’s perception of the company’s current position and future prospects - high P/E suggests good growth prospects
unlisted companies have no market share price so a proxy P/E ratio from a similar listed company often used
P/E Valuation Formula - Proxy P/E Ratios
proxy ratios also sometimes used when valuing a listed company - if its own P/E ratio were applied to its own earnings, the calculation would simply give the existing share price
Strengths of P/E Method Valuations
commonly used and well understood
relevant for valuing a controlling interest in an entity
Weaknesses of P/E method valuations
based on accounting profits > CF
difficult to identify a suitable P/E ratio, esp when valuing shares of an unlisted entity
difficult to establish relevant level of sustainable earnings
Earnings Yield Method
form of earnings based valuation
earnings yield = reciprocal of P/E ratio
thus
Value of Company = Total Earnings / Earnings Yield
Value per Share = EPS / Earning Yield