VALUATION Flashcards

1
Q

When are relative valuations best used?

A

When there is a lot of good market data available and true, similar companies exist. Not best when data is spotty and company is quite unique and can’t easily be compared to others.

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2
Q

When is intrinsic valuation best used?

A

Works well for stable, mature companies with predictable growth rates and profit margins. It doesn’t always work well for high-growth rate startups, companies on the brink of bankruptcy, and other situations where growth and margins are artificially high, low, or unpredictable

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3
Q

What criteria do we consider in relative valuations?

A

Two branches:

Business Specific criteria: Sector/Subsector, Products/Services, Customers/End Markets, Distribution Channel, Geography

Financial Criteria: Size of company, Growth Rate of Company, Profitability of company, Return on Investments, Credit Rating

AND for Precedent Transactions, you also need to consider Timing (after certain date).

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4
Q

What is liquidation valuation and when is it used?

A

Used as an asset-based valuation. You find equity value by subtracting the cost of paying off liabilities from the value generated from selling assets. NET ASSET VALUE.

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5
Q

What is an M&A Premium analysis?

A

You calculate the premium paid for the seller in each precedent transaction (paid $30 for a $20 company - 50% premium).

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6
Q

What is a future share price analysis?

A

You project the company’s future share price based on its P/E and then discount it back to present.

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7
Q

How do you analyse a company which has no profit or revenue?

A

If it is unprofitable, you can still potentially use revenue multiples or cash-flow based multiples, however a DCF may be useless unless you project it far into the future.

Moreover, if there is no revenue you could:

1) Look at alternate metrics (TEV/unique visitors, TEV/registered users)
2) For biotech or pharma, create a far-future DCF since potential profits may be more realisable based on past pharma performance and market size.

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8
Q

How do you conduct a precedent transactions/comparable companies analysis?

A

First you create a universe peer company set based on business and financial criteria (also timing criteria for precedent transactions too).

Next, you determine appropriate metrics and multiples for the companies or transactions and ranks these based on minimum, 25th, 75th percentiles, and maximum values. Then, you benchmark your target against these valuation multiples to determine a potential valuation range for your target, from which you can determine a potential share price range for the target

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9
Q

What are some issues with EBITDA and EBITDA multiples?

A

1) EBITDA hides the amount of debt principal and interest a company is paying each year, which can make the cash flow of a firm negative
2) EBITDA also hides the capital expenditure of the company (even through Depre.&Amortization it hides partial capital expenditure expenses)
3) EBITDA also hides working capital requirements (Accounts Payable, Receivable, Inventory) which can be very large at some firms and represent large portions of cash flow
4) EBITDA also may not represent some cash charges that occur in certain years, such as litigation issues, impairments, etc.

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10
Q

What is the difference between P/E, EBIT, EBITDA multiples?

A

P/E depends on the capital structure of a company since it includes payment to debt holders. Thus you use this for financial service firms where interest is critical to understanding the operations of a firm and where capital structures tend to be similar, due to regulation.

TEV/EBIT - includes D&A expenses so you are likely to use this when D&A is large and plays a substantial role into the firm’s operations (where fixed assets are important).

TEV/EBITDA - does not include D&A expenses so you use this when you don’t ultimately care as much about Capital Expenditures and want to compare companies on other bases

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11
Q

Can you give an example where precedent transactions may produce a lower value than comparable companies analysis
?

A

Yes, if there is a substantial mismatch between M&A and public markets. For example, no public companies have been acquired recently but many small private companies with low valuations. This may skew your analyses.

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12
Q

Why would a company with similar growth and profitability to its comparable companies be valued at a premium?

A

1) The company may have just released its earnings that were well-above expectations and its stock price has risen in response
2) The company has a key competitive advantage that is not reflected in its financials (IP or patents)
3) It has won a favourable ruling in a major lawsuit
4) It is a market leader in an industry and has a greater market share than competitors

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13
Q

How do you take a company’s competitive advantage in a valuation?

A

1) Potentially assign it a multiple at a higher percentile than the median (65th, 75th percentile)
2) Add a premium to some multiples
3) Use more aggressive projections for the company

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14
Q

If two companies have the exact same financial profile (revenue, growths, profitability) and are purchased by the same acquirer but the EBITDA multiple for one is twice the other, how could this happen?

A

1) One company process may have been a lot more competitive and had a lot more bidders on the target creating competitive tension and pushing the price upward
2) One company may have depressed stock price and was acquired at a discount
3) The companies may have been in different industries with different median multiples
4) The two companies may be using different accounting standards so EBITDA may have been calculated differently (non-gaap)

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15
Q

If you were buying a business, would you pay a higher EBITDA multiple for a firm that rented through lease, or owns and depreciates their machinery. Depreciation and lease expense are equivalent.

A

You would pay a higher multiple for the leased machinery if all else is equal.

For both companies, their TEV will be equivalent.

However, for companies who lease machinery, their EBITDA would be lower due to lease expenses, whereas depreciation is added back in the case of the other company.

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16
Q

A company’s current stock price is $20/share. Its P/E is 20X (so EPS is $1). It has 10M shares outstanding. What happens to its P/E and valuation if it does a 2-1 stock split?

A

Nothing happens to either. Now, through a 2-1 stock split, the number of shares outstanding goes from 10M to 20M. The price per share falls from $20 to $10 however equity value remains the same. EPS falls from $1 to $0.50 but multiple remains.

17
Q

How does splitting stock affect a company?

A

Splitting stock into fewer units or additional units doesn’t make a company worth less or more however it is viewed as a positive sign by the market, so often the company’s value may increase and its share price may not be cut directly in two so P/E could increase.

18
Q

How do you conduct an M&A premiums analysis?

A

You look at similar transactions and calculate the premiums buyers paid over public sellers’ share prices

1) Select precedent transactions based on criteria similar to precedent comps BUT only include public companies
2) Get sellers share price 1 day, 20 days, 60 days before transaction was announced
3) Calculate the 1, 20, 60 day premiums
4) Get medians for each set and apply to company’s current share price and estimate how much of a premium a buyer may pay for it

19
Q

What are differents in criteria between M&A premiums and precedent transactions?

A

1) M&A premiums always use public companies

2) We use a broader set of peers for M&A premiums , with less stringent financial and industry screens

20
Q

How do we conduct a future share price analysis?

A

The purpose is to project when a company’s share price may be 1-2 years in the future and then discount it back

1) Get the median historical P/E value for the company (TTM)
2) Apply this P/E multiple to the company’s 1-year forward or 2-year forward projected EPS to get its implied future share price
3) Discount the share price back to its present value by using a discount rate in-line with the company’s Cost of Equity

21
Q

How do you value Net Operating Losses and take them into account in a valuation?

A

You need to determine how much the NOLs will save the company in taxes in the future years, and then calculate the net present value of the total future tax savings

1) Assume that a company can use its NOLs to completely offset its taxable income until the NOLs run out.
2) In an acquisition scenario use Section 382 and multiply the highest adjusted long-term rate of the past 3 months by the equity purchase price of the seller to determine the maximum allowed NOL usage in each year (and then use that to determine how much the company can save in taxes)

22
Q

What is calendarization?

A

Since companies have different fiscal years, you adjust all to match the company you’re valuing.

23
Q

Does calendarization apply to both comps and precedent transactions?

A

It applies mostly to comparables because there’s a high chance calendar years are different with a big set of companies.

In effect you do also calendarize for Precedent transactions since you consider the TTM period for each deal.

TTM = recent fiscal year + recent stub period - old stub period.

24
Q

Where should you find non-recurring charges to adjust EBITDA?

A

Typically take charges from the Cash Flow Statement if possible.

Secondly, they are added back if they are truly non-recurring charges.

25
Q

How do non recurring charges affect valuation multiples?

A

Most of the time, these non-recurring charges increase valuation multiples by pushing EBITDA downwards. However, by adjusting for these we can help normalize the firm and prevent if from being overvalued.

26
Q

You’re analyzing a transaction where the buyer acquired 80% of the seller for $500. The sellers revenue was $300 and its EBITDA was $100. It had $50 in cash and $100 in debt. What is the revenue and EBITDA multiple?

A

So the buyer paid $500 for 80% of the company. This means the Equity Value of the target = 500/0.8 = $625

Enterprise Value = 625 - 50 +100 = 675

Revenue Multiple = 675 / 300 = 2,25X
EBITDA = 675 / 100 = 6.75X

27
Q

If I have 1 company with 40% EBITDA margin trading at 8X EBITDA and another with 10% EBITDA margin trading at 16X EBITDA what is the problem with comparing these two valuations directly?

A

Since the companies have quite different margins, it calls into question how comparable the firms are, as well as the company with the higher EBITDA margin having a lower multiple.

28
Q

How do you value a private company?

A

You can use similar methodologies as with public companies: comps, precedent transactions, DCF (BUT WITH DIFFERENCES)

1) You may apply a discount (10-15%) to the public company comparable multiples because the private company is not as liquid as the public comps.
2) You can’t use premium’s analysis or future share price analysis because a private company does not have a share price
3) Your valuation shows enterprise value for the company rather than implied share price
4) A DCF is difficult since there is no market cap or BETA - you can estimate WACC based on public comps WACC

29
Q

Why would we discount public company comparables but not precedent transaction multiples?

A

There’s no discount with precedent transaction multiples since you are acquiring the entire company and once acquired the shares become illiquid immediately.

But the shares, the ability to buy a part of the company can be liquid in the case of public comps or illiquid for private.

Since public shares are more liquid you would discount to account for this.

30
Q

Why wouldn’t you use private companies for valuation analyses?

A

Well in the context of precedent transactions, you can use them.

For DCF or Comps, its harder to have good information available, as well as information available to calculate WACC or Cost of Equity (as well as no info for BETA or Market Cap).

31
Q

Walk me through an IPO for a company.

A

1) For IPOs we only care about public comparable companies. We select as we normally would for comparable companies analysis.
2) After picking public company comps, we decide on relevant multiples to use to estimate our company’s Enterprise Value (or equity Value)
3) Once we have the Enterprise Value, we work backwards to calculate Equity Value. We also have to account for the IPO proceeds here, by adding them since we are working backwards (this is what the company receives in cash from the IPO)
4) Then we divide by the total number of shares, old and newly created to get its per-share price. This is the price the IPO priced at verbiage refers to

IF we use a P/E or Equity-based multiple, we skip step 3 and take into account the cash proceeds and move to step 4.

32
Q

What should we include in an IPO deck?

A

The credentials of the firm, the story of the firm, its financials, management (TYPICAL PITCH DECK ITEMS)

33
Q

How do you relatively value a FIG company differently?

A

For relative valuation, methodologies are the same but the metrics and multiples are different.

For FSFs, the financial criteria are usually Assets/Loans/Deposits rather than Revenue/EBITDA.

Metrics considered are typically ROE ROA and Book Value and Tangible Book Value rather than Revenue, EBITDA

Multiples considered are P/E, PEG, P/BV, and P/TBV rather than EV/EBITDA.

34
Q

How do you intrinsically value a FIG company differently?

A

For a DCF, you use two methods:

1) DDM - dividend discount model: you sum up the present values of the bank’s dividends in future years and then add it to the present value of the bank’s terminal value, usually based on a P/BV or P/TBV multiple.
2) The Residual Income Model (Excess Returns Model) - you take the bank’s current book Value and simply add the present value of the excess returns to that Book Value.

Excess Returns are (ROE*book Value) - (CostofEquity * Book Value).

35
Q

Why do we value FSFs differently?

A

Interest is critical component of a bank’s revenue and debt is a raw material rather than a financing source, Also, Book Values for banks are relatively close to their market caps.