FIN449Valuation

Michael Dimond

Overview

Class Details

Syllabus Student Information

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Definitions

Investment: Purchase of an asset which will create future cash flows.

Speculation: Taking a significant business risk to obtain a commensurate gain.

So what’s the difference? Gambling: To bet or wager on an uncertain

outcome."An investment operation is one which, upon thorough analysis, promises safety ofprincipal and an adequate return. Operations not meeting these requirements are speculative." -- Graham and Dodd's Security Analysis (original 1934 edition)

Value

A fundamental question which must be addressed in any business decision is: “What is this worth?”

“Value” is the present value of future cash flows.

Value Creation On 12/31/91, General Electric had 866.6 million

shares outstanding, trading at $76.50 Ten years later, GE had 9,932 million shares

outstanding, trading at $47.9375

$409.8$452.0

$279.2

$0

$100

$200

$300

$400

$500

Equity Market Value Shareholder Value Added Created Shareholder Value

Incr

ease

($b

illion

)

SOURCE: Pablo Fernandez, Valuation Methods and Shareholder Value Creation

Shareholder Value Added

Increase in Equity Market Value+ Dividends Paid During the Year+ Other Payments to Shareholders (discounts on par value, share buybacks, etc.)

- Outlays for Capital Increases- Exercise of Options and Warrants- Conversion of Convertible Debentures= Shareholder Value Added

Shareholder Value Added is not Created Shareholder Value

SOURCE: Pablo Fernandez, Valuation Methods and Shareholder Value Creation

How Does A Company Create Value?

A company creates value for the shareholders when the rate of shareholder return exceeds the cost of equity.

Shareholder Value Added

- (Equity Market Value x Ke)

= Created Shareholder Value

Valuation Concepts

There is no single value. Value can change dramatically depending on the answers to these questions:

What is being valued? Why is it being valued? What is the appropriate standard of value? What is the appropriate premise of value? When is it being valued? How will you value it? What discounts or premiums are appropriate?

What is being valued?

Certain assets Interest-bearing debt Preferred stock Common stock

Controlling interest Non-controlling interest

Enterprise Value (or market value of invested capital)

Why is it being valued?

Transactions Buying/Selling/Merging Privatization Strategic internal decisions ESOPs

Tax Estate, gift & inheritance taxes Estate recapitalizations Charitable contributions Ad valorem taxes Buy/Sell agreements

Litigation Dissolution of corporation or partnership Review/critique of another expert’s report Damages Lost profits Marital dissolution

What is the appropriate standard of value?

FMV (Market Value) The “cash value” of an asset to a non-specific, hypothetical

buyer when there is no compulsion to sell and both parties have reasonable knowledge of relevant facts.

Investment Value Intrinsic value. The value to a specific strategic buyer, not a

hypothetical buyer. For private firms, this is often used on family law courts.

Fair Value Created by State legislatures, “Fair Value” is defined differently

in different states. It is usually used as a standard of value for dissenting stockholder lawsuits and minority oppression lawsuits.

What is the appropriate premise of value?

Value as a going concern Assets in continued use as a viable business enterprise

Value as an assemblage of assets Assets not in current use in the production of income and not

as a going-concern business enterprise

Value as an orderly disposition Assets sold individually with normal exposure to the market

Value as a forced liquidation Assets sold individually with limited or no exposure to the

market

When is it being valued?

Valuation date is at a particular moment in time Could be historic date or as of the current date Only data that is “known or knowable” as of the

valuation date should be incorporated in the report

Date depends on purpose Transaction-related (expected event, e.g. purchase) Tax-related (date of gift, date of death, etc.) Litigation (event date or change of value over a

range of dates)

How will you value it?

General Valuation Concepts: The economic value of any investment asset is

derived from the present value of future economic benefit that will accrue to the owner

The most theoretically correct way to value an investment is to project the future economic benefits of ownership and discount those benefits to present value at a rate which reflects the time value of money and the uncertainty (risk) associated with ownership.

Considerations in Valuation

Price buyers are paying for similar assets Cash flow generating ability Risks associated with achieving the projected cash

flows Value of the net assets owned by the business Percent of ownership interest Right to vote and influence business decisions Marketability of ownership position Special perquisites of ownership or management

Approaches to Valuation Market Approaches

Example: Relative valuation estimates the value of an asset by looking at the pricing of 'comparable' assets relative to a common variable like earnings, cashflows, book value or sales.

Income Approaches Example: Discounted cashflow valuation relates the value of

an asset to the present value of expected future cashflows on that asset.

Asset-based Approaches Example: Adjusted net asset value method adjusts all

individual assets and liabilities to market value. The amount by which asset value exceeds liability value is the equity value.

Option-based Approaches Example: Contingent claim valuation, uses option pricing

models to measure the value of assets that share option characteristics.

Basis for all valuation approaches

The use of valuation models in investment decisions (i.e., in decisions of which assets are under valued and which are over valued) are based upon a perception that markets are inefficient and

make mistakes in assessing value an assumption about how and when these

inefficiencies will get corrected In an efficient market, the market price is the best

estimate of value. The purpose of any valuation model is then the justification of this value.

What discounts or premiums are appropriate?

Value may be influenced by extenuating factors Premiums

Control Strategic acquisition

Discounts Lack of control Lack of marketability (liquidity) Trapped-in capital gain Key person Known (or potential) environmental liability Pending litigation Concentration of customer base or supplier base

Value & Perspective

Where are we going with all this?Risk &

Cost of Capital

Forecast Financials

Recasting & Sustainable OCF

DCF Calculations

Comps

ExamValuation #2Valuation #3Final Project

Facts & Information

Valuation – The Big Picture