MODULE VALUATION CONCEPTS AND METHODS CHAPTER 1: CONCEPT OF VALUE Objectives: 1. An understanding of ‘Value’ 2. The nature and scope of Valuation 3. Importance of Business Valuation and Objectives of Valuation What is Value? Value is the ‘worth’ of a thing. It can also be defined as ‘a bundle of benefits’ expected from it. It can be tangible or intangible. Value is defined as: a. The worth, desirability, or utility of a thing, or the qualities on which these depend b. Worth as estimated c. The amount for which a thing can be exchanged in the market d. Purchasing power e. Estimate the value of, appraise (professionally) Valuation is defined as: • Estimation (esp. by professional valuer) of a thing’s worth • Worth so estimated • Price set on a thing How is Value different from cost and price? Cost is defined as ‘resources sacrificed to produce or obtain a thing, (a product or service). Price is what is charged by a seller or provider of product or service. Many a time, it is a function of market forces. Oscar Wilde said, “A cynic is one who knows the price of everything and the value of nothing”. Different connotations of Value: Value, like ‘utility’, has different connotations in different contexts, and may vary from person, place and time. It can range from a precise figure to something bordering on sentimental or emotional, or even the absurd. Value is also different from ‘Values’, which refers to one’s principles or standards. MODULE VALUATION CONCEPTS AND METHODS What has Value? Everything under the sun has value. There is nothing in God’s creation that does not have value. This applies to all physical things. If something has not been assigned any value, it can only be said that its value or utility has not yet been explored or discovered yet. A case in point is the element called Gadolinium. It was considered a useless rare earth element by the chemists, till hundred years later when magnetic resonance imaging (MRI) was invented and the use of Gadolinium was found in MRI as the perfect contrast material. This only goes to show that no material can be perceived to be useless, i.e., without any value. In a philosophical context, ‘Values’ have ‘Value’, as they guide a person through life and provide the moorings or anchorage in the sea of life. Refer Swami Dayanand Saraswathi’s “The Value of Values”. Why Value? Value is sought to be known in a commercial context on the eve of a transaction of ‘buy or sell’ or to know the ‘worth’ of a possession. Who wants to Value? The following entities may require valuation to be carried out: 1. A buyer or a seller 2. A lender 3. An intermediary like an agent, a broker 4. Regulatory authorities such as tax authorities, revenue authorities General public Global/corporate investors have become highly demanding and are extremely focused on maximizing corporate value. The list of investors includes high net worth individuals, pension and hedge funds, and investment companies. They no longer remain passive investors but are keen followers of a company’s strategies and actions aimed at maximizing and protecting the value of their investments. 5. When to Value? Valuation is done for “numerous purposes, including transactions, financings, taxation planning and compliance, intergenerational wealth transfer, ownership transition, financial accounting, bankruptcy, management information, and planning and litigation support”, as listed by AICPA. We see that the corporate world has increasingly become more dynamic, and sometimes volatile. Globalization, enhanced IT capabilities, the all-pervasive role of the media, and growing awareness of investors have rendered the situation quite complex. Mergers, acquisitions, disinvestment and corporate takeovers have become the order of the day across the globe, and are a regular feature today. MODULE VALUATION CONCEPTS AND METHODS Understanding the factors that determine the value of any business will pay tangible dividends by focusing the management on ways to increase the firm’s short and long - run profitability. Investors in shares and companies seeking to make acquisitions need to know how much a company is worth and how much to pay for their investment. We need to determine ‘Value’ mainly on the following occasions: 1. Portfolio Management/transactions: A transaction of sale or purchase, i.e., whenever an investment or disinvestment is made. Transaction appraisals include acquisitions, mergers, leveraged buy-outs, initial public offerings, ESOPs, buy-sell agreements, sales of interest, going public, going private, and many other engagements. Mergers and Acquisition: Valuation becomes important for both the parties – for the acquirer to decide on a fair market value of the target organization and for the target organization to arrive at a reasonable for itself to enable acceptance or rejection of the offer being made. 2. Corporate Finance: The desire to know intrinsic worth and enhance value is important, as financial management itself is defined as “maximization of corporate value”. A proper valuation will help in linking the value of a firm to its financial decisions such as capital structure, financing mix, dividend policy, recapitalization and so on. 3. Resolve disputes among stakeholders/litigation: Divorce, bankruptcy, breach of contract, dissenting shareholder and minority oppression cases, economic damages computations, ownership disputes, and other cases. 4. Taxes (or estate planning), including gift and estate taxes, estate planning, family limited partnerships, ad valorem taxation, and other taxrelated reasons. Who determines Value? The concept of Value is like beauty. Just as it is said that ‘beauty lies in the eyes of the beholder’, value is determined by a person who seeks or perceives value in a thing. Value can also be estimated, assessed, or determined by a professional called ‘Valuer’. The process of determining value is called ‘Valuation’. Business Valuation is the process of determining the economic value of a business. Valuation is an estimation, by a professional valuer, of a thing’s worth. What to Value? Value all assets and liabilities to know the value of ‘what we own’ and ‘what we owe’. Assets will include both the tangibles and intangibles. Liabilities will include both the apparent and contingent. MODULE VALUATION CONCEPTS AND METHODS How to Value? There are several tools and techniques, covered in the field of valuation, depending on what is valued. These range from simple thumb rules to complex models. Business Valuation: The objective of any management today is to maximize corporate value and shareholder wealth. This is considered their most important task. A company is considered valuable not for its past performance, but for what it is and its ability to create value to its various stakeholders in future. Therefore, in analyzing a company, it is not sufficient just to study its past performance. We must understand the environment – economic, industrial, social and so on – and its internal resources and intellectual capital in order to gauge its future earning capabilities. It is therefore essential to understand that business valuation is important in determining the present status as well as the future prospects of a company, which in turn is important to understand how to maximize the value of a company. The creation and development of corporate value is the single most important long – term measure of the performance of a company’s management. Further, this is the only common goal all shareholders agree on. Business Valuation is a fascinating topic, as it requires an understanding of financial analysis techniques in order to estimate value, and for acquisitions, it also requires good negotiating and tactical skills needed to fix the price to be paid. The aim of the study materials on Business Valuation Management is to equip the student in the following areas: 1. Become familiar with various methods and techniques of business valuation. 2. Appreciate the advantages and disadvantages of each technique. 3. Be able to decide on the most appropriate method or methods of valuation according to the circumstance, i.e., the purpose for which it is being done. Valuation Approaches: Discounted Cash Flow Valuation: This approach is also known as the Income approach , where the value is determined by calculating the net present value of the stream of benefits generated by the business or the asset. Thus, the DCF approach equals the enterprise value to all future cash flows discounted to the present using the appropriate cost of capital. Relative Valuation: This is also known as the market approach . In this approach, value is determined by comparing the subject company or asset with other companies or assets in the same industry, of the same size, and/or within MODULE VALUATION CONCEPTS AND METHODS the same region, based on common variables such as earnings, sales, cash flows, etc. The Profit multiples often used are: (a) Earnings before interest tax depreciation and amortization (EBITDA), (b) Earnings before interest and tax (EBIT), (c) Profits before tax, and (d) Profits after tax. Contingent Claim Valuation: This approach uses the option pricing models to estimate the value of assets. Asset-based approach: A fourth approach called asset-based approach is also touted as another approach to valuation. The valuation here is simply the difference between the assets and liabilities taken from the balance sheet, adjusted for certain accounting principles. Two methods are used here: a. The Liquidation Value, which is the sum of estimated sale values of the assets owned by a company. b. Replacement Cost: The current cost of replacing all the assets of a company. However, the asset-based approach is not an alternative to the first three approaches, as this approach itself uses one of the three approaches to determine the values. This approach is commonly used by property and investment companies, to cross check for asset based trading companies such as hotels and property developers, underperforming trading companies with strong asset base (market value vs. existing use), and to work out break – up valuations. Other Approaches: The two other approaches are the EVA and Performance-based compensation plans. Refer CPA article titled “Building Long-Term Value” included in the Reader. Extracts are given below: Economic Value added (EVA): This analysis is based on the premise that shareholder value is created by earning a return in excess of the company’s cost of capital. EVA is calculated by subtracting a capital charge (invested capital x WACC) from the company’s net operating profit after taxes (NOPAT). If the EVA is positive, shareholder value has increased. Therefore, increasing the company’s future EVA is key to creating shareholder value. An EVA model normally includes an analysis of the company’s historical EVA performance and projected future EVA under various assumptions. By changing the assumptions, such as for revenue growth and operating margins, management can see the effects of certain value improvement initiatives. A simple illustration is given below; NOPAT = $15,000 Invested capital = $50,000 MODULE VALUATION CONCEPTS AND METHODS WACC = 12% EVA = NOPAT – (Invested capital x WACC) = $15,000 – ($50,000 x 12%) = $9,000 Performance-based compensation. This effective tool for motivating employees aligns their interests with the shareholders. For example, establish a base level of compensation plus a bonus pool tied to certain EVA targets. A minimum level of EVA is required for any bonus to apply, and the pool increases based on how much actual EVA exceeds the minimum threshold. For more knowledge, please follow the link provided; https://www.youtube.com/watch?v=w8G3rhsWl2s https://www.youtube.com/watch?v=3_R14_eFCOg https://www.youtube.com/watch?v=xVtyyJPGo1o