simon chapman - wbs entrepreneurship mentoring programme - final workshop
TRANSCRIPT
1www.burgisbullock.com
Valuations and the use of equity
WBS Entrepreneurship Mentoring Programme
Simon Chapman30 March 2012
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Introduction to Burgis & Bullock
Midlands firm of accountants and business advisers.
Clients include entrepreneurs, owner-managed businesses, corporates, and private equity backed companies.
Specialist corporate finance practice.
Valuations for M&A deals, dispute resolution, tax purposes, and estate planning.
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Speaker profile
Corporate finance partner at Burgis & Bullock.
17 years in M&A
Experience at Ernst & Young, Baker Tilly, and in industry
Valuations for M&A transactions, divorces, shareholder disputes, and fairness opinions
Panel of experts of the President ICAEW
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Key questions before you start a valuation
What am I valuing?
Why am I valuing it?
For whom am I doing this valuation?
As at what date is the valuation?
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Reasons to carry out a valuation
Fiscal valuations
Dispute resolution
Commercial valuations
Financial reporting
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Fiscal valuations
Share option schemes
Probate and inheritance tax purposes
Trust and estate planning
Group re-structurings
Capital Gains Tax
Employment Related Securities
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Dispute resolution
Shareholder disputes and exits
Compulsory share transfers
Companies Act 2006
Divorce
Litigation
Share purchase agreements
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Commercial valuations
Mergers and acquisitions
Disposals
MBOs and MBIs
IPOs
Capital reconstructions
Lender security assessments
Raising new finance
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Why does the reason for the valuation matter?
Fiscal valuations
Dispute resolution
Commercial valuations
Open Market Value Case law Minority discounts Valuation date and perspective
Market Value v Fair Value Articles of Association and other agreements Case law Minority discount v quasi partnerships Valuation date and perspective
Freedom to use any method Typically based on whole firm purchase Forward looking Special purchaser value
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Ways of representing value
Market value of the business /
invested capital (enterprise
value)
Value of net interest bearing
debt
Value of equity
Net working capital
Value of net tangible assets
Value of identifiable intangible assets
Goodwill
Market approach
Investing approach
Operating approach
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Theoretical underpinning of a valuation
Expected future earnings or cash flows
Risk of the earnings or cash flows
not materialising
Timing of the earnings
or cash flows
Fair or market value…What will someone pay
given these facts?
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Main valuation methods
Asset value
Capitalisation of earnings
Mixed methods
Discounted cash flow
Industry “rules of thumb”
Risk/reward models
Other methods, e.g. options
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Asset value
Valuation of individual asset components
Book value v adjusted book value
Liquidation value
Entry cost
Bank security
Net realisable value
Low risk / underpins other valuation methods
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Capitalisation of earnings
Comparable quoted companies
Precedent transactions
Maintainable earnings
Comparability adjustments
Historical v prospective ratios
Availability of data
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Mixed methods
Operating approach
Net assets plus value of goodwill
Goodwill based on excess returns from invested capital
In practice, goodwill usually derived as a multiple of turnover or profits
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Discounted cash flow
Early stage / pre-profit ventures
Mature and predictable businesses
Theoretically sound, but difficult in practice
Forecasting risks
Variability of financial assumptions
Determining the WACC / discount rate
Case study 1
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Industry “rules of thumb”
Very common in practice
Ultimately derived from DCF and comparables – but are the base assumptions still valid?
Per unit basis, e.g. nursing homes
Turnover multiples, e.g. accountancy practices
Per user basis, e.g. internet businesses
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Risk/reward models
Investor’s target return
Forecasting risk
Exit risk/assumptions
Impact of gearing
Impact of share structuring and different share rights
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Key methods preferred by investors
Capitalisation of earnings – based on precedent transactions
Risk/reward models
Asset basis and “rules of thumb” may be used as secondary methods to underpin core methods
Discounted cash flow rarely used in practice
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Quoted company comparables
Selecting the peer group
Liquidity and marketability discounts
Control premia and minority discounts
Differential size and growth characteristics
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Quoted company comparables
Case study 2
Privately owned specialist nuclear engineering business
Turnover of £14m and EBIT of £1.8m
Forecast profit growth of 15% per annum over next 3 years
Approached by listed company
How would you value based on listed comparators?
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Quoted company comparables
Case study 2Market
capitalisation Net debtEnterprise
value Historic ForecastCompany Activities £m £m £m EBIT x CAGR
Weir Group
Engineering products and services for the mining, oil & gas, nuclear & defence, power generation and water treatment sectors. 1363 7 1370 10.5 9%
Redhall Group
Engineering services for the oil & gas, nuclear, defence, food,safety & security and transportation sectors. 54 -1 53 28.8 44%
James Fisher & SonsMarine services and the provision of the engineering services to the nuclear industry. 306 74 380 18.6 28%
Babcock InternationalSupport services Group operating in regulated indutries including defence and energy 1297 74 1371 16.0 31%
Renew HoldingsSpecialist construction, nuclear engineering and land remediation 68 -9 59 11.5 18%
VT Group Defence and support services company 806 93 899 8.1 15%
Average 15.6
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Quoted company comparables
y = 50.523x + 2.5518R² = 0.8986
0.0
5.0
10.0
15.0
20.0
25.0
30.0
35.0
0% 10% 20% 30% 40% 50% 60%
EV
/EB
IT
EBIT CAGR
Case study 2
Implied valuation of £18m
Negotiations with trade buyer terminated
MBO at £16m completed
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Precedent transactions
Key method used in commercial transactions including fund raisings and MBOs
Determining the earnings / profit figure
Population of comparable deals
Assessing the final valuation figure or range
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Precedent transactions
Reported profit – EBITDA, EBITA, EBIT, PBT etc?
Historical, current or prospective – ensure consistency
Maintainable/normalised profits:
Exceptional items
Shareholder remuneration
Non-business costs
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Precedent transactions
Large and general population of comparables
Small and focused comparator group
Accessing the deal information
Reported v true deal statistics – using databases
Earn-outs, deferred consideration and partial exits
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Precedent transactions
BDO Private Company Price Index
5
10
15
20
Q1 2005
Q4 2005
Q3 2006
Q2 2007
Q1 2008
Q4 2008
Q3 2009
Q2 2010
Q1 2011
Q4 2011
FT non-financialsPCPI
Q4 Q4 Q4 Q4 Q4 Q4 Q42005 2006 2007 2008 2009 2010 2011
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Precedent transactions
How to deal with a range of multiples
Focus on the true comparators
Averaging is rarely the best approach
Understand the outliers
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Risk/reward models
Is it a valuation method?
Variant of a DCF model
Based on target investor returns
Reliant on company forecasts – subjectivity areas
Capital gain drives the return – impact of assumed exit multiples
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Valuing and using shares
Valuations: economic, tax and practical considerations
Using shares for acquisitions
Using shares for employees
Using shares with suppliers
Using shares with customers
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Valuing your shares
Market value
Minority discounts
Restricted shares
Will the recipients attach the same value as you to shares?
Practical issues
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Using shares for acquisitions
Powerful way to grow through acquisition
Valuation issues with unlisted shares
Exit/realisation options for recipients of shares
Post deal restrictions / lock-in arrangements
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Valuing your shares
Case study 3
Target business generating £2m EBIT on sales of £10m
Approached by acquiror – offer at £13m
Sale multiple of 6.5x
Consideration split £10.5m cash and £2.5m in shares
Acquiror generates EBIT of £2.6m on sales of £21m
What % of the enlarged group should the vendor shareholders have?
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Valuing your shares
Case study 3
Acquiror’s view:
Combined group has EBIT of £4.6m
Enlarged group would merit valuation of 8x
Therefore, enlarged group worth £36.8m
So, £2.5m investment equates to 7%
Is this reasonable?
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Valuing your shares
Case study 3
Seller’s view:
Acquiror should be rated at 6.5x – the same as target
Therefore, acquiror worth £16.9m pre deal
Post deal value of £19.4m
So, share investment of £2.5m equates to 13%
What happened?
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Using shares with employees
Why….to save money or attract, retain and motivate?
Is it appropriate to your industry and employees?
Shares v options
Approved and unapproved share options
EMI options
Protections and restrictions
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Using shares with suppliers
Which suppliers would value your shares?
Valuation issues
Conflict issues
Restrictions and control
Keep the equity tight
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Using shares with customers
Recruitment and loyalty tool
Will your customers value them?
Shared equity schemes
Case study 4: Unichem
Regulatory issues
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Different classes of shares and their use
Ordinary shares
Preferred ordinary shares
Preference shares
Redeemable shares
Deferred shares
Flowering shares
Founder or golden shares