Showing posts with label DCF. Show all posts
Showing posts with label DCF. Show all posts

Monday, November 9, 2015

IPOs: The Unicorns Moment of Truth


It has been said that in finance things take longer to happen than you would expect, but then unfold faster than you would have thought. This fact seems to be occurring in the mythical land of unicorns. I am fascinated with unicorns because their purported valuations seem to violate basic economic logic. Values not dependent on cash flow, risk and time would upset how we approach mergers and acquisitions. Rest easy as it appears unicorns do not violate the first principles of finance. Rather, their financing round based implied valuations are worse than theoretical (the usual compliant against discounted cash flow models)-they are just fanciful.

Some many unicorns are getting long in the tooth at 5-7 years of age (tech firms age in dog years). Investors are pressing for liquidity AKA an IPO. The IPO process or test is exposing some of the inconvenient facts I have previously highlighted about unicorn implied valuations. A stark example is provided by the pricing range assigned to the pending Square IPO. Last year Square was valued at over $6B based on its last financing round. Fast forward to the present and the IPO values Square in the $4B range. So what the!@#$ happened?

Something could have dimmed the prospects for Square such as the loss of Startbucks next year and continued large operating losses. Also, IPO market conditions have softened somewhat following the August correction. Worse yet is the possibly that Square was never was worth $6B. It seems that investors in the 2014 financing round did not receive ordinary shares. Rather, they received “super shares” providing them with protection against an IPO priced below their financing round value. Basically, they get more shares at bargain prices to make them whole if the IPO is priced at less than their investment. Thus, unicorn values may be inflated and exposed during the IPO process. No wonder many unicorns are trying to postpone going public for as long as they can. It will get even more interesting after they are public when they face scrutiny of real market disciple. Perhaps, things may not be so different for unicorn valuation after all.


J

Thursday, March 12, 2015

Valuation in M&A - Reports from the Field

In teaching finance to MBAs, I stress an analytical approach to decision making and strive to give the students the latest tools of our field and to discuss the latest empirical and theoretical research.  But I also stress that 'People Make Decisions', not algorithms or analytical techniques.  Also, it is people who implement decisions.  Certainly, this is crucial in the field of mergers where integration remains one of the major concerns.  Finally, I note that there is an Art and a Science to finance.  We can teach the science, but the art is nuanced and requires a great intuitive grasp of the subject blended with experience.

Here is an interesting article on how practitioners are actually valuing companies in M&A transactions.  It makes the same points.  The authors interviewed investment bankers who confirm use of the techniques often discussed in these posts: discounted cash flow and comparable transactions.  The article also highlights the use of judgement in making these decisions, noting:

"While leading practitioners routinely use DCF methods in mergers and acquisitions (M&A) valuations, the application is often far from “routine”; it requires art and judgment in the face of inherently uncertain business forecasts such as those surrounding merger synergies. Our results serve as yet another reminder that analytic techniques such as DCF do not make decisions but only inform them."

From "Company Valuation in Mergers and Acquisitions: How is Discounted Cash Flow Applied by Leading Practitioners? by W. Todd Brotherson, Kenneth M. Eades, Robert S. Harris, and Robert C. Higgins"

All the best,

Ralph

Thursday, September 4, 2014

New Book for Acquisition Finance

This October we are using a new book for our Amsterdam course: Acquisition Finance - Structuring the Deal.  The book is Investment Banking by Joshua Rosenbaum and Joshua Pearl.  The book offers a step by step 'nuts and bolts' guide to valuing and structuring the deal.  The first three chapters review valuation by comparable companies, precedent transactions and discounted cash flow.  Chapters 4 & 5 cover LBOS and the last two chapters view M&A from the sell side and buy side.  It should be fun.  Of course, we will continue to use additional applied cases of actual deals to supplement the text.

A unique feature of our approach is Joe's experience and my academic background.  This produces a combination of sound theory and empirical evidence with lessons from the field.  The book is well suited for this approach.  If the material interests you, we hope to see you there.

All the best,

Ralph


Wednesday, January 23, 2013

Estimating value: Part 1 An Overview of Discounted Cash Flow

Previously, we've written that Value is estimated, Price is paid.  Today we  start to discuss some of the many ways to estimate value.  Each method has advantages and disadvantages.  None is perfect but taken together they provide a meaningful framework for estimating value.

Some of the major techniques used to estimate value include:



  • Discounted cash flow
  • Multiples
  • Comparable Transactions


In today's post, I'll provide an overview of discounted cash flow, returning to multiples and comparable transactions at a later time.  We'll also ignore liquidation value and book value for this post.  Liquidation value is useful when you are anticipating dismantling a company and book value is, well, historic.  The book value of any asset doesn't necessarily reflect true value and is often dramatically different.  That said, there seems to be some  information in book value.  Multiples of book value, for example, are often used in valuation.


True or intrinsic value

So we mentioned 'true value'.  It is often called 'intrinsic' value, and yes, it exists in the eye of the estimator.  The true worth of an asset, of course, is what someone else will pay for it.  But in valuing our company this is unknown.  How can we get estimates of intrinsic value, estimates that inform a meaningful selling price?

DCF in practice

Let's start with discounted cash flow.  Simply put, the value of any business asset is the stream of cash flows it will generate throughout its life, expressed in today's dollars.  We generally assume that businesses, and the equity that represents ownership in these businesses have an infinite life.  Products follow a life cycle.  Companies that produce them can last indefinitely by continuing to adapt, replacing old products with new ones.  Now, we can't meaningfully think about cash flows at year seventeen, let alone at infinity so we often use a shorter term investment horizon.  Let's take five years and assume (probably artificially) that we sell the company or stock at the end of this period.  Whether we do is immaterial, it just helps us conceptualize the issue.

So in the diagram below we have two cash flow streams, one stretching to infinity and one truncated at five years.   The present value of each of these streams is the current worth of the company.



The equation describing the discounting process (converting the cash flows into today's values) is shown below.

Terminal value
Note that in the arrowed diagram and in the equation the cash flows stretching from year six to infinity are replaced by SP5, the terminal value.  This is the assumed selling price in year 5.  How do we estimate this selling price?   Two standard techniques are: a) a constant growth model and b) price multiples.  The first technique is a mathematical reduction of assuming cash flows will grow at a constant rate forever.  The second is based on the valuations of related companies.  Both methods have some merit.  I'll cover multiples in a separate post, but let me address an often voiced concern with assuming 'constant growth'.  Sure, no company is likely to actually have constant growth, but as we noted above, it becomes impossible to estimate growth precisely at some date in the future.  What is your estimate of growth in year 17 ??  Our choice is to either ignore the future or incorporate our best guess.  Constant growth does the latter.  Also, commonly used multiples (of earnings, book value, etc) have built-in but unstated assumptions just as heroic.  A word of caution: probably 70-90 percent of a firms value will occur after year five.  Be very  careful with that estimate.  


Advantages and disadvantages of DCF
An advantage of the discounted cash flow technique is that it can be applied to any business from purchasing a motel in Orlando to a photography store in Crested Butte to purchasing General Motors. In each of these examples, the value of the business to the owners is equal to the present value of all the distributions the business will generate. 
It is sometimes argued that discounted cash flow is difficult to understand.  To the contrary, the mechanics are easily applied using spreadsheets or financial calculators.  The intuition behind discounting is also easy to understand: money received in the future is worth less than money received today. The intuition behind the rate we use is also straightforward: We should discount cash flows at the appropriate opportunity cost. In other words, evaluate this project at the rate we could earn on projects of similar risk.  Our answer to the question: “What rate could we earn elsewhere with the money at this risk level?” answers the rate question.  And since higher discount rates (associated with riskier ventures) lower the present value this method adjusts for risks.

It is also asserted that the DCF method requires too many assumptions.  It is true that forecasting the amounts received in the future and estimating the opportunity cost of funds require challenging assumptions.  Nevertheless, all valuation methods utilize assumptions.  With some techniques, however, the assumptions are hidden in the apparent simplicity of the process.  As a consequence, users are often making implicit assumptions without even being aware of it.  A major advantage of discounted cash flow is that the assumptions can be quite explicit.  The ability to fine tune projections of cash flows to recognize individual firm characteristics is a tremendous advantage. Moreover, most alternatives to discounted cash flow, such as using ad hoc rules of thumb to value an asset, do not allow for easy updating. Rules of thumb that held in the past may quickly become obsolete if some underlying factor of the economy (e.g. inflation) changes. Discounted cash flow with its component parts expressed in a spreadsheet allows for immediate revisions.

In a subsequent post, we'll take a brief look at multiples and comparables.