JP摩根公司的公司估值培训资料 (英文) PDF
JP摩根公司的公司估值培训资料 (英文) PDF
JP摩根公司的公司估值培训资料 (英文) PDF
INTRODUCTION TO VALUATION
Introduction
Trading multiples
Transaction multiples
VAL U AT I O N
T O
I N T R O DU C T I O N
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What does the term value mean?1
the material or monetary worth of a thing; the amount at which it may be estimated in
terms of some medium of exchange or other standard of a like in nature
1 Extracts taken from The Valuation of Business, Shares and Other Equity; Wayne Lonergan
2 Gold Coast Selection Trust v. Humphrey; 1948
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Why valuation is important?
Acquisitions Divestitures
How much should we How much should we
pay to buy the sell our
company? company/division for?
Fairness opinions
Research
Is the price offered for
Should our clients buy,
our company/division
sell or hold positions
fair (from a financial
in a given security?
point of view)?
Valuation
Public equity
Hostile defense offerings
Is our company For how much should
undervalued/vulnerable we sell our
to a raider company/division in
VAL U AT I O N
3
J.P. Morgan uses a number of valuation methodologies
Valuation
methodologies
transaction
premium
4
The final recommended valuation is a triangulation of
each of the methodologies
Determining
Determining a
a final
final valuation
valuation recommendation
recommendation is
is a
a process
process of
of triangulation
triangulation using
using insight
insight from
from each
each of
of the
the relevant
relevant
valuation
valuation methodologies
methodologies
Utilises
Utilises market
market
Analyses
Analyses the
the trading multiples
trading multiples
present
present value of
value of aa 1. Discounted from
from publicly
publicly traded
traded
company's
company's free
free cash flow 2. Publicly Traded companies
companies to to derive
derive
cash
cash flow.
flow. Comparable value.
value.
Companies
Used
Used to
to determine
determine range
range
3. Comparable of
of potential value for aa
potential value for
Utilises
Utilises data
data from
from M&A Acquisition
VAL U AT I O N
M&A company
company based
based on
on
transactions
transactions involving
involving Transactions 4. Leveraged maximum leverage
maximum leverage
similar
similar companies.
companies. Buy Out capacity.
capacity.
T O
I N T R O DU C T I O N
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The valuation summary is one of the most important
slides in a valuation presentation
The
The science
science is
is performing
performing each
each valuation
valuation correctly,
correctly, the
the art
art is
is using
using each
each method
method to
to develop
develop a
a recommendation
recommendation
Implied Implied
Adjusted Management
EBITDA EBITDA
Valuation range: A$240 $260mm multiples multiples
Multiple of management 09F EBITDA: 6.8x 7.3x
Multiple of X team 09F EBITDA: 7.3x 7.9x Jun-09F EBITA: A$33.0m1 A$35.5mm2
Discounted Cash Flow (base case) 250 265 7.6x 8.0x 7.0x 7.5x
First round bid range 220 240 6.7x 7.3x 6.2x 6.8x
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Overview of the session
Introduction
Trading multiples
Transaction multiples
VAL U AT I O N
T O
I N T R O DU C T I O N
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DCF allows for rigorous analysis of value
DCF - mechanism used to estimate the value of an asset by discounting the estimated future
cash flows generated by the asset by a rate that reflects the risk of the cash flows
Free cash flow to the firm (FCFF) model = present value of expected future cash flows
Forces an understanding of the value drivers of the asset (revenue and cost) of the underlying
business/unit
Can divide value into components
Value of various businesses, product lines or divisions (sum of the parts valuation)
Value of free cash flows versus terminal value (TV can be very important)
VAL U AT I O N
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DCF has three key components
1.
1. Estimate
Estimate the
the cash
cash flows
flows
Minus outflows of cash that do not appear on the income statement (e.g. capital expenditure)
n n
Dt Terminal value Dt Dt +1
E = t
+ t
E = t
+ t
T O
t =1 (1 + re ) (1 + re ) t =1 (1 + re ) ( re g )(1 + re )
I N T R O DU C T I O N
usuful for financial Need to forecast the entire income statement to get to expected dividends
institution. e.g.)
bank, what is the Not used as much in practice but commonly used to value financial institutions
maximum dividend
however
maintaining the 9
sustaining growth
Projecting cash flows requires in-depth understanding of
the business and the industry
Pricing flexibility
Competitive
Possible market share changes
position
Cost structure
Development costs
opportunities
Economies of scale
Sources of
Equity research analyst reports and industry sector reports
information
I N T R O DU C T I O N
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Use of financial statement analysis in practice
For valuation, remember that our focus is primarily on future not past performance
what is the driver
of the perfomance However, the past can be useful in assessing the reasonableness of future forecasts
in the past, is it
going to last? Example: a pharmaceutical company versus an infrastructure company
Profitability ratios
garentee required Can impact on a firms credit rating which can in turn impact on the cost of capital
Efficiency ratios
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DCF has three key components
2.
2. Estimate
Estimate the
the appropriate
appropriate discount
discount rate
rate
re = rf + e MRP
I N T R O DU C T I O N
Always remember to be consistent in your cash flow definition and the discount rate applied
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The cost of equity is a major component of the WACC
The cost of equity represents the long-term return expected by the market for this project
Extremely difficult to estimate an appropriate beta (e.g. data issues, length of estimation
period, benchmark rate of return)
Sometimes include a country risk premium
Australia
Australia discount
discount rate
rate
Cost of equity = Risk free rate + Beta x Equity risk premium
VAL U AT I O N
Long
Long term
term risk
risk Adjustment
Adjustment for
for Appropriate
Appropriate extra
extra
Long
Long term
term return
return on
on
= free
free rate of
rate of + correlation
correlation to
to x return above
return above
equity investment
equity investment return
return stock
stock market
market returns
returns risk
risk free
free rate
rate
Estimated using
T O
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Cost of debt calculation
rd = (b + s) x (1 - t)
Debt
Debt
Cost
Cost of
of Benchmark
Benchmark Marginal
Marginal
spread
spread //
debt
debt rate
rate tax
tax rate
rate
premium
premium
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DCF has three key components
3.
3. Terminal
Terminal value
value
careful the assat of
the cor., to
Terminal value is the portion of a companys total value that can be attributed to cash flows
determine how expected in the period beyond the specific forecast horizon
many years into
perpeturity
Terminal value should be estimated when the company reaches steady state
&terminal value Long-term assumptions have been stabilised
Length of explicit forecast period is company specific
Terminal value is typically based on some measure of the performance of the business in the
terminal year of the projection (which should depict the business operating in a steady-
state/normalised manner)
Growth in perpetuity method
E.g. g = (1 DPR ) E ( ROE )
VAL U AT I O N
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JPMorgans approach to free cash flow and valuation
Free cash flow is the cash that remains after all necessary reinvestments have been made, e.g.
capital expenditure and working capital
Free cash flow is measured prior to any debt service (interest and debt repayment), but after
cash taxes
Free cash flow therefore is the amount of cash that can be distributed to shareholders and debt
holders (also known as the unlevered cash flow)
Cash flows discounted at the weighted-average cost of capital to calculate firm value
VAL U AT I O N
Sometimes we calculate cash flows after interest expense/income (levered cash flow)
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Summary presentation of DCF results
Free cashflow summary11
Free cashflow summary
how sesitive the
value is to the Year end 30 June 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Total sales 277.0 290.9 305.4 320.7 336.7 350.2 364.2 375.1 386.3 397.9 409.9
assumption?
% growth -- 5.0% 5.0% 5.0% 5.0% 4.0% 4.0% 3.0% 3.0% 3.0% 3.0%
EBIT 24.8 30.5 42.9 46.2 50.2 52.1 53.4 54.7 56.1 57.5 59.2
% margin 8.9% 10.5% 14.0% 14.4% 14.9% 14.9% 14.7% 14.6% 14.5% 14.4% 14.4%
Taxes 9.2 9.1 12.9 13.8 15.1 15.6 16.0 16.4 16.8 17.2 17.8
% rate 36.9% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0% 30.0%
Deprecn &
17.8 16.1 7.5 8.4 8.7 8.5 8.9 8.7 8.4 8.2 8.5
Amortisation
Less: Capex (9.8) (9.8) (9.8) (10.5) (10.5) (11.0) (11.0) (11.0) (11.5) (11.5) (10.4)
Less: NWI change 2.2 0.4 0.4 0.5 0.5 0.4 0.4 0.3 0.3 0.3 0.4
Free cashflow2 25.6 28.1 28.2 30.6 33.8 34.4 35.7 36.3 36.5 37.3 39.8
Firm value (A$mm) Equity value (A$mm) Equity value per share (A$)
WACC
WACC
WACC
10.3% 412.0 426.3 442.7 10.3% 402.6 416.9 433.3 10.3% $4.03 $4.17 $4.33
T O
10.8% 387.3 399.4 413.1 10.8% 377.9 390.0 403.7 10.8% $3.78 $3.90 $4.04
11.3% 265.5 375.8 387.4 11.3% 356.1 366.4 378.0 11.3% $3.56 $3.66 $3.78
I N T R O DU C T I O N
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Overview of the session
Introduction
Trading multiples
Transaction multiples
VAL U AT I O N
T O
I N T R O DU C T I O N
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Firm value and equity value are two different concepts . . .
Net debt
Enterprise Enterprise
value Value
Equity value
T O
I N T R O DU C T I O N
1 The value of debt should be a market value. It may be appropriate to assume book value of debt approximates the market value as long as the companys credit profile has
not changed significantly since the existing debt was issued.
2 Net debt equals total debt (short and long-term) + minority interest + preferred equity + capitalized leases - cash and cash equivalents.
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. . . and are used for different multiples
The defining difference lies in the treatment of debt and its associated cost (interest expense)
A multiple that has debt in the numerator must have a statistic before interest expense in the
denominator
Value for owners of business (after interest expense) Value available to all providers of capital (before
interest expense)
VAL U AT I O N
Multiples of:
Multiples of:
net income
sales
after tax cash flow
EBITDA
T O
book value
EBIT
I N T R O DU C T I O N
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A broad range of trading multiples are typically used
Multiple Comment
Firm value / sales (LTM, FY1, FY2) Generally not very accurate although essential for high-tech companies
Firm value / EBITDA (LTM, FY1, FY2) Generally most accurate multiple to use (watch out for interest income)
Good ratio in cyclical industries
Good for cross-country comparisons
Independent of leverage
Firm value / EBIT (LTM, FY1, FY2) Most useful when assessing a capital intensive business
Firm value / total assets Useful when assessing utilities and other fixed-asset based companies
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Example trading comparables page
Trading comparables
Monadelphous 1,260 1,186 1.2x 1.1x 12.2x 10.8x 14.1x 12.4x 20.4x 18.2x 6.3% 7.2%
Walter Diversified 276 325 1.1x 1.0x 7.6x 6.4x 10.9x 8.9x 15.9x 13.4x 3.4% 3.9%
Sedgman 555 560 2.5x 2.2x 10.7x 9.2x 13.8x 11.9x 18.6x 15.5x 3.5% 4.4%
Industrea 521 514 4.1x 2.9x 19.9x 14.2x 21.3x 15.0x 24.8x 20.1x 1.9% 1.9%
Cardno 454 497 1.3x 1.1x 10.9x 8.9x 12.2x 10.0x 16.5x 13.2x 4.6% 5.9%
Coffey 444 493 1.1x 1.0x 10.0x 9.0x 11.8x 10.4x 16.6x 14.3x 6.6% 7.3%
RCR Tomlinson 283 304 0.6x 0.5x 5.5x 4.8x 7.0x 6.1x 9.5x 8.0x 3.5% 4.1%
VAL U AT I O N
AJ Lucas 208 238 0.8x 0.5x 9.3x 5.6x 13.3x 7.9x 16.6x 11.0x 0.7% 0.0%
Lycopodium 178 167 1.5x 1.4x 11.1x 9.6x 11.7x 10.1x 16.6x 13.8x 6.4% 7.3%
Mean 1.8x 1.4x 11.4x 9.1x 13.6x 10.7x 18.1x 14.8x 4.1% 4.7%
Median 1.2x 1.1x 10.7x 9.0x 12.2x 10.1x 16.6x 13.8x 3.5% 4.4%
T O
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Why trading values can differ from DCF
DCF exclude real Market may view the firms outlook differently (different implied forecast)
option value
Discounts (eg. lack of liquidity, conglomerate)
Option value
Acquisition speculation
Event risk
VAL U AT I O N
T O
I N T R O DU C T I O N
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Some important points to remember when calculating
trading multiples
As a general rule of thumb, multiples always run lowest to highest from EBITDA, EBIT and P/E
T O
Expected given use of depreciable equipment in typical business (EBITDA to EBIT multiple)
I N T R O DU C T I O N
Expected given most businesses generate a higher rate of capital return on capital employed
than the after-tax cost of debt (EBIT to P/E multiple)
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Overview of the session
Introduction
Trading multiples
Transaction multiples
VAL U AT I O N
T O
I N T R O DU C T I O N
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Comparable deals analysis is usually problematic
Transaction multiples - estimate of value based on what buyers have paid for a similar asset in
the past
Dated information
stock market has changed
business has changed
financing has changed
bidders have changed
Missing data
earnings usually unavailable on subsidiary transactions
VAL U AT I O N
Hard-to-find data
T O
I N T R O DU C T I O N
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Why bother with comparable transactions?
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Sources used to locate comparable transactions
Identifies transactions based on hostile vs. friendly, transaction size, announcement date, and several other deal elements
The Comprehensive Summary Report is very helpful in hand-picking transactions since it includes a synopsis of the deal in addition
to general information regarding both parties and the transaction
Ensures you do not exclude any landmark deals or other deals they would specifically like to include
Fairness opinions of financial advisors disclose the comparable transactions used in their valuation of the target
VAL U AT I O N
News runs
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Indicative presentation of transaction comps
Domestic equipment rental transaction summary (A$mm)
Domestic equipment rental transaction summary (A$mm)
EBIT multiple
Target Acquirer Ann. date EV (A$mm) Historical Forecast EV/NTOA multiple
Coates National Hire 10/02/2007 1,645 12.4x 11.2x NA
PCH Group Ltd Cape Australia Pty Ltd 16/10/2007 $268.1 18.2 13.2 2.4x
Concept Hire Ltd Cape Australia Pty Ltd 11/09/2007 128.7 12.6 9.8 2.4
Prime Industrial Rentals Coates 29/08/2007 39.7 5.0 4.5 1.1
United Rentals Inc Cerberus Capital Management 23/07/2007 US$6,600.0 9.6 9.0 1.5
Allplant Coates 30/11/2006 72.4 NA 7.6 1.3
Hirequip NZ Ltd Nikko 28/11/2006 189.1 12.6 10.2 2.1
Hirepool Ltd Next Capital 1/07/2006 172.0 10.4 NA NA
Allied Equipment Coates 1/07/2005 135.7 NA 5.9 1.4
AH Plant Hire National Hire 21/10/2005 106.5 8.4 8.2 1.9
Sherrin Hire Pty Ltd Boom Logistics Ltd 27/06/2005 130.0 7.2 NA 1.3
Allight Holdings Pty Ltd National Hire 1/11/2004 82.5 12.5 7.2 1.6
The Cat Rental Store WA National Hire 1/11/2004 46.9 12.7 6.2 1.0
Australian Oil and Gas Ensign Ltd 12/04/2002 149.9 13.2 12.0 1.1
Median 12.5x 8.6x 1.5x
Mean 11.2x 8.8x 1.6x
Source: Coates Hire Scheme Booklet, Independent Experts Report
Note: NTOA is NTA + net debt surplus assets
VAL U AT I O N
EM EC O
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Anatomy of a takeover premium
Highest
final
offer
Must win!
events
Outlook Buyers perception of the future is different from the markets view
Target trades at a discount to DCF value (eg. Diversified holdings; industry out of
Under-valuation favour, poor communications with investors, etc.)
Trading price
Target before
T O
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When can transaction values differ from DCF?
revenue enhancements
cost savings
Cross border
buyer may have a dramatically different view of the future than the market
VAL U AT I O N
defensive acquisition
T O
I N T R O DU C T I O N
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I N T R O DU C T I O N T O VAL U AT I O N
Welcome to the team!
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