Anthony Thompson Strategic Investment Appraisal 19th April 2021 Summative Assessment Anthony Thompson 1 Anthony Thompson Abbreviations JET – Just Eat Takeaway NPV – Net Present Value DCF – Discounted Cash Flow GDP – Gross Domestic Product 2 Anthony Thompson Contents Executive Summary................................................................................................................................. 4 Details of the acquisition ........................................................................................................................ 5 Business Valuation Using Discounted Cash Flow Method ...................................................................... 5 A potential rival bidder ........................................................................................................................... 6 Business Valuation Methodology ........................................................................................................... 7 Conclusion ............................................................................................................................................... 9 References ............................................................................................................................................ 10 Appendix ............................................................................................................................................... 12 Appendix 1: Discounted Cash Flow Analysis of GrubHub ................................................................. 12 Notes on assumptions................................................................................................................... 12 Appendix 2: Weekly Learning Logs ................................................................................................... 15 3 Anthony Thompson In June of 2020, Just Eat Takeaway, a European food delivery conglomerate secured a takeover of American food delivery service GrubHub. The deal has certified Just Eat Takeaway as the largest food delivery organisation outside of China and provided the European company a window into the growing US market (Partridge, 2020). Just Eat Takeaway now operate in 23 different countries, showing an increasingly globalised presence (Just Eat, 2021a). Executive Summary The global value of online food delivery is projected to reach $151.5bn in 2021 and $182.3bn by 2024, with an average annual growth rate of 6.36% (Statista, 2021a). The platform-to-consumer space of this market (involving companies such as Deliveroo and Uber Eats) is currently projected to reach $79.6bn in 2021 (Statista, 2021a). Just Eat Takeaway operate in both food ordering and home delivery sectors. Figure 1 shows projected global food delivery value in the future. Figure 1 Source: Business of Apps, 2021 The timing of the takeover deal is interesting given the effects of the global COVID-19 pandemic on the food delivery market (Partridge, 2020). Hospitality has been one of the hardest hit sectors during the current worldwide lockdowns (Mintel, 2021). The pandemic has, however, sped up digital transformation and adoption of third-party food delivery platforms. Many restaurants have been forced into adopting digital transformation to take advantage of the only source of business available to them during the pandemic – home delivery (Mintel, 2021). The competitor landscape at present in this field is rife. Just Eat Takeaway’s main competitors in Europe are Deliveroo, Uber Eats and Delivery Hero. GrubHub competes closely with Doordash, Uber and Postmates. What is interesting is that all these companies made losses in 2019 (Sterling & Sandle, 2020). The strategy of this industry is to grow fast and acquire as many customers as possible. Once dominance is attained in a market, competitors can be pushed out and profit margins raised. This is a common strategy amongst technology platforms and streaming services. For example, Spotify and AirBnb have largely run at a loss in recent years with a focus on growth, customer acquisition and entry into new markets. The various benefits from synergies and 4 Anthony Thompson economies of scale are considered worth the potential financial risk. With this in mind, it is possible that acquiring a company in a new market could be a more cost-effective way of gaining new customers (and enjoying the associated benefits) than trying to overtake and outperform competitors. Size is important (Sterling & Sandle, 2020). This essay will assess the validity of the takeover bid, undertake a DCF analysis of the financial aspects of the deal, look at valuation methods from a critical standpoint and will look at a potential rival bidder and explain how the scenarios could be different from a strategic analysis perspective. Details of the acquisition The takeover bid was enormously complex for Just Eat Takeaway. The decision involved entering a new country which brings its own complexities and challenges of cultural differences. The potential failures involved in new market entries are extreme. The snapshot financial details of the food delivery industry show a healthy and expanding industry (Figure1). Platform-to-consumer delivery services, such as Just Eat Takeaway, that handle delivery logistics require a more cost-intensive business model. It is imperative, therefore, that the platforms continue to grow at healthy rates and benefit from synergies, new markets, and economies of scale. The capital-investment decision making process involves more than just financial analysis. Steps before and after financial analysis, including screening and post auditing, are also involved to make sure that the project is a good fit and helps maximise wealth and promoting organisational goals for the company (Gotze, 2015). Revenue Active Diners Current Assets Current Liabilites Cash (Figure, 2) General Overview of Grub Hub 2019 2018 1,312,151 1,007,257 22,621,000 17,688,000 566,317 363,775 249,363 223,168 375,909 211,245 Growth +30% +27% +56% +12% +78% (GrubHub, 2019) A quick look at snapshot financials of GrubHub show healthy and expanding organisation with good historic growth figures. Business Valuation Using Discounted Cash Flow Method Discounted Cash Flow The valuation methodology used in the case scenario is the Discounted Cash Flow. The discounted cash flow is a dynamic investment appraisal method, which considers more than one time-period and acknowledges the time value of money (Gotze, 2015). The calculations of the discounted cash flow show a preference for receiving income or consuming resources at a particular time. This method is commonly used in business acquisitions as it takes into consideration the depreciating effects of time on value (Gotze, 2015). 5 Anthony Thompson The bid price of $7.3 billion was reasonably well received by the market, as GrubHub shares rose to 9% in after hours trading before settling at +6.2% above the closing price. Meanwhile JET stock fell 10.79% and Uber share fell 4.81% (Lunden & Korosec, 2020). The discounted cash flow provides an estimated bid price by looking at the potential future cash flows. It is likely that the cost of capital will decrease from the acquisition due to the benefit of synergies and reduction in business risk (Watson & Head, 2013). Please see Appendix 1 for more details. Risk Free Rate Risk free rate was set at 1.01% to reflect the yield on US treasury bonds in 2020. Perpetuity Growth Rate This rate was set at a high 5% despite decreases in USA GDP growth rates in 2020. The growth potential of food delivery is high and so warrants a higher perpetuity growth rate (Statista, 2021b). Asset-based This method utilises information on Grub Hub Assets from the financial statement. 2020 Total Assets Total Liabilities Net Asset Value (Total Assets - Total Liabilities) Bid Price Difference (Figure 3) 2,374,978 881,408 1,493,570 7,300,000 5,806,430 (GrubHub, 2019) Asset based methodology is useful as it is simple to understand but limited in its accuracy. Figure 2 and Figure 3 show healthy growth potential based of historic values. There are, however, many shortcomings involved. Historic numbers do not always accurately predict future potential (Watson & Head, 2019). The depreciating effect of time on assets such as property and equipment are also neglected. Property prices fluctuate and so often need to be re-valued at the time of a bid. A potential rival bidder A potential rival bidder was Uber Eats. Launched by Uber in 2014 (as UberFRESH), UberEATS is a large food delivery chain with a 2019 revenue of around $4.8 billion and 21 million monthly active users (compared with GrubHub’s 22.6 million and JET’s 48 million) (GrubHub, 2019) (JustEat Takeaway, 2020). From capitalising on its recognisable brand name and established global driver network, Uber manged to grow its food delivery service dramatically and quickly surpassed rival GrubHub in 2016 in terms of active users (Dixons, 2017). The bid price for Uber Eats would be naturally lower as they are already operational in the same US market as GrubHub. Just Eat, by expanding into the US market would expect to realise greater financial gains by benefitting from economies of scale. The takeover will aim to take advantage of synergies. There are three main benefits of synergies in acquisitions, these are enhancement of revenue, reduction in operating costs, and reduction in capital costs. The takeover will benefit from 6 Anthony Thompson all three. Huge savings in time and efficiency can result from this in the long term. For example, a reduction in operating costs will be achieved through the pre-existing infrastructure of GrubHub. If JET chose to compete in the USA as their own brand (without acquiring an established player) they may experience difficulties in terms of gaining brand recognition and establishing a driver network. International expansion can have its own cultural issues. These issues will be minimised by the takeover. There are certain risks of UberEATS acquisition of GrubHub. They would be operating in the same industry, in the same geographical market and would not benefit from economies of scale in the same way as Just Eat. GrubHub is a geared company and therefore Uber would take on a certain amount of debt. GrubHub’s gearing ratio was .33 for 2019, whereas Uber’s was .38, so it is unlikely that Uber would have concerns about taking on too much debt from the acquisition (GrubHub, 2019) (Uber, 2020). Furthermore, Uber is an American company and would be acquiring a competitor on its own turf and further consolidating its power in the market. This may lead to concerns of over-dominance by antitrust regulators (Browne, 2020). Business Valuation Methodology Company valuation are often seen as more of an art than a science. High profile strategic investment projects have huge impact on long-term corporate performance and involve considerable risk. The outcomes of investment decisions are often speculative and hard to quantify (Alkaraan & Northcott, 2013). Valuation methods exist to predict the future value and profitability of an investment but, as with any predictions of the future, are limited in accuracy and depend highly on the quality of the data used (Watson & Head, 2017). The information contained within valuation methods such as the DCF is purely financial. Many other factors are involved in determining the long-term value of a project or an acquisition. Valuation methods largely fall under two categories: asset based, and earnings based. Both methods have pros and cons, and neither can give a perfect estimation of future value. A reliance on general assumptions caused inaccuracies. When using asset-based methodologies, balance sheet values can be used to identify the value of net assets. This can cause issues as balance sheet values are historic costs and depreciate over time decreasing their usefulness (Watson & Head, 2017). Property costs can vary considerably over time and so a revaluation is sometimes necessary. Fluctuation in property prices, inventory level changes, off-balance sheet assets (such as leased property/equipment) and intangible factors (such as goodwill) are not reflected in the balance sheet and can cause fluctuations in the overall value (Watson & Head, 2017). With earning based methodologies, it is unknown whether the future earnings will grow or decrease at the same rate as in the recent past. The growth rate is not always predictable especially if growth rates have been volatile, some businesses may come to different conclusions and adapt their valuation accordingly. There is also a chance that the acquisition will affect turnover margins in the target company, brand image and perception can come into play here causing a change in perceived value from different acquiring companies (Watson & Head, 2017). Capital investment planning requires more than financial analysis and depends on a complimentary and effective decision-making process. All major factors that affect current and future strategy should be considered. The incorporation of non-financial and elements to decision making allows for comparison and ranking against other potential projects. 7 Anthony Thompson In a study undertaken via survey data from directors of manufacturing companies it was found that strategic investment decision making is less normative than literature suggests and is very much affected by contextual factors (Alkaraan & Northcott 2013). In this way, valuation methods lack an adaptive model to incorporate non-financial factors. The study suggest that political factors and strategy formulation are as important as rational financial analysis in decision making (Alkaraan & Northcott 2013). Strategy dictates the kinds of products, markets and technologies the organisation wants to invest in so a screening process and formal analysis is also appropriate. It is important to consider that this can often lead to timing delays and inflexibility in investment execution and sometimes cause missed opportunities (Gotze, 2015). A study has shown that although widely used there is significant variation in how the DCF is applied and how the weightings are assigned when dealing with segmented markets. Furthermore, as the complexity of the markets and business value drivers increases, the dependence on conventional rules of thumb and heuristics increases (Keck, Levengood, Longfield, 2005). There are external factors that affect the DCF methodology and its effectiveness including changes to the risk-free rate and the premium that investors require above this rate. DCF valuations are incredibly sensitive to changes in underlying assumptions. Recently, interest rates have been at historic lows which have prompted low discount rates in DCF models across industries. It has been observed that low interest rates have a huge impact on the NPV of companies and increase their long-term value considerably (Mendell, 2020). For example, it has been observed that changes of as little as 1.5-2 percentage points in real long-term interest rates can boost the market prices of technology companies such as Amazon and Apple by as much as 50%, other things being equal (Plender, 2021). An increasingly small amount of the NPV is determined by its estimated financial performance in the near-term (Financial Post, 2016). With this is mind, it is important to note that events in the future will have a greater comparable effect on current NPV than with a high discount rate. So, the wider economic conditions are worth considering when assessing the impact of time on value. Concerns over the sustainability of historically low interest rates could also affect discounted valuation methods and may require additional risk premiums. Some have stipulated that the discounted methodologies such as DCM were invented at a time where risk free rates averaged 5%. In a world where they are close to zero the errors involved are exaggerated. Profitability can be either relative or absolute. One of the drawbacks of the Net Present Value methodology, including DCF, is that the success of the investment is determined by the size of the NPV. This can often cause a bias towards larger projects, as they naturally create a larger NPV. The internal rate of return combats this shortcoming by analysing the relative performance of projects irrespective of project size. What makes the effectiveness of valuation methods even more difficult to judge is how to evaluate success after the acquisition has been made. Success is commonly measured by the immediate stock market reaction, but success can also be measured by progress made towards strategic goals and non-financial milestones (Harris, 2007). Sustainability issues can have a huge impact on stock market perception as consumer interest comes into play. Sustainability and ethics affect all players in the market, no one is exempt. Constant adaptation and consideration of stakeholders is necessary to achieving sustainability (Harris, 2021). Incorporating large and comprehensive sustainability strategies within a company can be challenging for businesses when designing MAC systems for sustainability (Beausch, 2020). A common theme throughout the literature published on valuation methods and practices is that the classifications of business value drivers are inconsistent and inefficient to adequately describe 8 Anthony Thompson specific business value drivers. It is difficult to measure the interrelations between value drivers and difficult to quantitatively measure the impact of drivers of change on business value (KazlauskienÄ—, Christauskas 2008). Conclusion The case study scenario of JET’s acquisition of Grubhub in 2019 provides a look at the use of valuation methods to inform strategic decision making. Valuation methods, including asset based and earnings based, Net Present Value and Discounted Cash Flow, are useful in determining the future potential value of an asset or an investment decision. Many different factors are involved in valuing a company. We have explored this through looking at the bid through the eyes of a competitor, Uber. Uber, as they are already operable in the same market do not stand to gain as many benefits from the deal as JET. Further, issues over dominance and trust must be considered. These valuation methods are widely used and respected, but they are limited. The limitations are especially clear when incorporating non-financial features into an investment decision that could affect the future value. There are a wide range of possible influences that could affect the value of a project from sustainability issues to potential project failures, and cultural integration issues. These factors can make or break a project and are incredibly difficult to quantify when analysing the value of an investment decision. These factors cannot be ignored, especially in a modern climate where businesses that are seen as having strong values in sustainability and ethics and seen to be making a contribution to society are better placed to do well and build a brand image. 9 Anthony Thompson References 1. Alkaraan, F. and Northcott, D. (2013), "Strategic investment decision-making processes: the influence of contextual factors", Meditari Accountancy Research, Vol. 21 No. 2, pp. 117-143 2. Beusch, P. (2020). Integrating management accounting and control for sustainability. Accounting for Sustainability. (4), pp51-72. 3. Browne, J. (2020). 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London: Pearson. p369-377. 11 Anthony Thompson Appendix Appendix 1: Discounted Cash Flow Analysis of GrubHub Risk free rate Market risk premium Beta from Bloomberg Market cap Corporate tax rate Unleveraged beta Beta of debt Cost of debt Leveraged beta Cost of equity 1.01% 5.60% 1.34 21.00% Sum of discounted FCF (2017-2027) Terminal value EV Net debt Equity value 1,458,649 7,014,597 _____ 8,270,521 493,009 _____ 7,777,512 0.065 8.51% Perpetuity growth rate 5.00% Wacc 8.00% Notes on assumptions Notes NOPAT CAPEX Net Debt US Avg Risk Free Rate Source US Avg Market Risk Premium Source Beta from Bloomberg US Corp Tax Rate Cost of Debt (average) Cost of Debt (Industry average) Cost of Debt (company) Working Capital EBIT EBITDA EBIT-Interest+corp tax Purchases of Property & Equipment Long Term Debt https://www.statista.com/statistics/698047/yield-on10y-us-treasury-bond/ https://www.statista.com/statistics/664840/averagemarket-risk-premium-usa/ http://people.stern.nyu.edu/adamodar/New_Home_Pag e/datafile/wacc.htm https://www.taxpolicycenter.org/briefing-book/howdoes-corporate-income-taxwork#:~:text=The%20United%20States%20imposes%20a ,from%209%20percent%20in%202017. March 2020 Interest rate, Standard Cost of Debt (0.65%) Statista 3% r(1-t) Current Assests - current Liabilties Operating Profit EBITDA was selected over adjusted EBITDA as the annual report suggests limitations to using the adjusted figures. These limitations include adjusted EBITDA does not reflect cash expenditure for capital equipment or capital expenditure requirements for depreciated and amortized assets. 12 (19,666) 140,607 14% WCR WCR / sales 78,034 85,940 (43,033) (140,607) _____ (19,666) Free Cash Flow Disccount period Discounted FCF 98,983 51,848 (18,971) 316,954 24% (24,828) 115,449 (55,167) (176,347) _____ (140,893) 0.00 (140,893) 396,876 24% 222,190 144,560 (92,629) (79,922) _____ 194,199 1.00 179,809 476,894 24% 266,988 173,706 (130,091) (80,018) _____ 230,586 2.00 197,680 548,943 24% 307,324 199,950 (167,553) (72,049) _____ 267,672 3.00 212,471 495,366 476,396 453,711 449,536 428,130 389,018 337,959 281,253 (6,283) 20493 (81,694) (70,971) (59,063) 1,948 21.00% 21.00% 21.00% 31.00% 84,963 3530 (3,399) 4.00% 89,750 102 8,975 -10.00% EBIT (Operating Profit) Interest (Corporate tax) Corporate tax rate NOPAT D&A (Net capex) (DWCR) 249,751 8.8% 242,477 8.8% 230,931 8.8% 231,055 8.8% 220,053 8.8% 199,950 8.8% 173,706 8.8% 144,560 8.8% 115,449 8.8% 85,940 8.5% 51,848 7.6% (D&A) D&A / sales 604,133 24% 338,222 220,053 (205,015) (55,190) _____ 298,070 4.00 219,068 634,340 24% 355,134 231,055 (242,477) (30,207) _____ 313,505 5.00 213,339 633,998 24% 358,431 230,931 (279,939) 342 _____ 309,765 6.00 195,175 665,697 24% 376,353 242,477 (242,477) (31,700) _____ 344,653 7.00 201,066 685,668 24% 391,339 249,751 (249,751) (19,971) _____ 371,369 8.00 200,599 (95,279) (100,043) (104,027) (94,403) (89,907) 21.00% 21.00% 21.00% 21.00% 21.00% 245,615 9% 233,919 8% 222,780 8% 218,481 8% 208,077 8% 189,068 8% 164,253 8% 136,693 8% 109,166 8% 170,903 17% 141,598 21% Recurring Soft landing Achieved Results 2027 2026 2025 2024 2023 2022 2021 2020 2019 2018 2017 2,501,037 2,626,089 2,624,673 2,755,906 2,838,583 683,067 1,007,257 1,312,151 1,643,020 1,974,283 2,272,556 3% 5% 0% 5% 10% 15% 20% 25% 30% 47% EBITDA EBITDA margin Sales Growth rate Amounts in € million Anthony Thompson 13 WCR WCR / sales 140607 =C42/C18 316954 =D42/D18 =D27-D28+D29 =D24 -55167 =-(D42-C42) _____ =SUM(D32:D35) 0 =C37/(1+$B$14)^C38 =D37/(1+$B$14)^D38 98983 =B24 -18971 NOPAT D&A (Net capex) (DWCR) Free Cash Flow Disccount period Discounted FCF =-L27*L30 0.21 =-K27*K30 0.21 =-J27*J30 0.21 =-I27*I30 0.21 =-H27*H30 0.21 =-G27*G30 0.21 =-F27*F30 0.21 =-E27*E30 0.21 =E43*E18 =D43 =F43*F18 =E43 =G43*G18 =F43 =H43*H18 =G43 =I43*I18 =H43 =J43*J18 =I43 =K43*K18 =J43 =L43*L18 =K43 =L27-L28+L29 =L24 =-L33 =-(L42-K42) _____ =SUM(L32:L35) =K38+1 =L37/(1+$B$14)^L38 =L21+L24 =K21+K24 =J21+J24 =I21+I24 =H21+H24 =G21+G24 =F21+F24 =E21+E24 -6283 20493 =-D27*D30 0.31 84963 3530 =-C27*C30 0.04 89750 102 =-B27*B30 -0.1 EBIT (Operating Profit) Interest (Corporate tax) Corporate tax rate =K27-K28+K29 =J27-J28+J29 =I27-I28+I29 =H27-H28+H29 =G27-G28+G29 =F27-F28+F29 =E27-E28+E29 =K24 =J24 =I24 =H24 =G24 =F24 =E24 =I34+($K$34-$D$34)/5=-K33 =D34+($K$34-$D$34)/5=E34+($K$34-$D$34)/5=F34+($K$34-$D$34)/5=G34+($K$34-$D$34)/5=H34+($K$34-$D$34)/5 =-(K42-J42) =-(J42-I42) =-(I42-H42) =-(H42-G42) =-(G42-F42) =-(F42-E42) =-(E42-D42) _____ _____ _____ _____ _____ _____ _____ =SUM(K32:K35) =SUM(J32:J35) =SUM(I32:I35) =SUM(H32:H35) =SUM(G32:G35) =SUM(F32:F35) =SUM(E32:E35) =J38+1 =I38+1 =H38+1 =G38+1 =F38+1 =E38+1 =D38+1 =E37/(1+$B$14)^E38 =F37/(1+$B$14)^F38 =G37/(1+$B$14)^G38 =H37/(1+$B$14)^H38 =I37/(1+$B$14)^I38 =J37/(1+$B$14)^J38 =K37/(1+$B$14)^K38 =L25*L18 =K25 =K25*K18 =J25 =J25*J18 =I25 =I25*I18 =H25 =H25*H18 =G25 =G25*G18 =F25 =F25*F18 =E25 =E25*E18 =D25 115449 =D24/D18 85940 =C24/C18 51848 =B24/B18 (D&A) D&A / sales =C27-C28+C29 =C24 -43033 =-(C42-B42) _____ =SUM(C32:C35) 245615 =L21/L18 233919 =K21/K18 222780 =J21/J18 218481 =I21/I18 208077 =H21/H18 189068 =G21/G18 164253 =F21/F18 136693 =E21/E18 Recurring 2027 =K18*(1+L19) 0.03 109166 =D21/D18 Soft landing 2026 2025 2024 2023 2022 2021 2020 =J18*(1+K19) =I18*(1+J19) =H18*(1+I19) =G18*(1+H19) =F18*(1+G19) =E18*(1+F19) =D18*(1+E19) =I19-($D$19-$K$19)/5=B12 =D19-($D$19-$K$19)/5=E19-($D$19-$K$19)/5=F19-($D$19-$K$19)/5=G19-($D$19-$K$19)/5=H19-($D$19-$K$19)/5 170903 =C21/C18 Achieved Results 2019 2018 1312151 1007257 =D18/C18-1 =C18/B18-1 141598 =B21/B18 2017 683067 EBITDA EBITDA margin Sales Growth rate Amounts in € million Anthony Thompson 14 Anthony Thompson Appendix 2: Weekly Learning Logs Name: Anthony Thompson Session: Week 2 Date: 28th Jan 2021 Experience: What happened? What did you discover (topics covered)? • • • • Achieved a clearer outline of the assignment expectations. Looked at strategic analysis and rationales for different types of project. How the Tesla Model 3 came to market. How the money was raised. Who is involved and effected by the new vehicle? How a global project such as the Model 3 is structured and some of the benefits/limitations involved. An insight into the thought process behind launching a new piece of technology to the market such as the Dyson Robotic Vacuum Cleaner. Reflection: What are your thoughts on your experience? What did you find useful? • • It was useful to look at new product launches from a strategic perspective. When analysing the viability of a project such as the Dyson Robotic Vacuum, many different aspects are considered. Such as pricing, competitor landscape, potential earnings, market size. Generalisation: What did you learn? Capture your key learning points (takeaways)? • • I learned how a new product is a result of a strategic plan and involves many different variables and considerations. On top of meeting the needs of the consumer or launching a piece of technology many other aspects come in to play when launching a new product. Some of these include, cost analysis, scale of the project, stakeholder consultation. Action: How will this affect your work? How will you apply your learning to the assignment? • • • It will give me a broader view of what the requirements are when considering New Product Development and bringing to market. I will help me to consider the value a new product or service will bring to the market, the stakeholders involved and how they should be catered towards, and how the project will be funded. Aspects such as product portfolio analysis, customer needs, and market intelligence. 15 Anthony Thompson Name: Anthony Thompson Session: Week 3 Date: 4th Feb 2021 Experience: What happened? What did you discover (topics covered) • • • We looked at what information is needed to appraise takeovers and make a good business valuation. We looked at assessment of a project viability and strategic direction with regards to M&A as opposed to NPD or business operations. We transferred this understanding to a real-life scenario by looking at Disney’s take-over of 20th Century Fox, the competitor environment, supply chain analysis and stock market analysis. Reflection: What are your thoughts on your experience? What did you find useful? • • • I found the clarification of the Discounted Cash Flow method useful as I did not initially understand it. We were introduced to estimations of annual earnings and the concept of free cash flow. It was useful to recognise that profit (measured from financial reporting methods) is not always useful for valuations. Profit is not spendable whereas cash is. Cash flow is therefore more suitable for valuations. We learned more on the definitions and why the methods are used. Calculations to work out NPV (Net Present Value) was also helpful. Generalisation: What did you learn? Capture your key learning points (takeaways)? • • • • Who is involved and what processes are likely involved in a major M&A project? Different aspects including market analysis, economies of scale, identification of potential synergies, financial and non-financial factors (such as stakeholder management) to be considered before a project is deemed viable. How to estimate the cost of capital to use as a discount rate and estimation of annual earnings. We deciphered between asset-based methodologies and earnings-based methodologies. Action: How will this affect your work? How will you apply your learning to the assignment? • • The equations and methods can be used to assess financial health and realistic future potential of business ventures whilst providing a more systematic way looking at markets and earnings potential. I will use the DCF method in the assignment. It will give me a starting point to determining whether a merger will be positive or negative in the future and how to apply a discounted rate to attain NPV. 16 Anthony Thompson Name: Anthony Thompson Session: Week 4 Date: 11th Feb 2021 Experience: What happened? What did you discover (topics covered)? • • • • We did a deep dive into the technicalities of the discounted cash flow. Step-by-step process of Levyne’s spreadsheet model. How to attain and add the external factors such as risk-free rate and market risk premium. Excel best practice, common errors and how to avoid them. Reflection: What are your thoughts on your experience? What did you find useful? • • • The spreadsheet can be quite daunting at first when looking at all the different elements. Understanding why each part is there and how they work together is important. Potential errors in excel and how to avoid them. Simple things such as pressing ‘Esc’ if you have a cell selected or checking for rounding errors can be helpful. Generalisation: What did you learn? Capture your key learning points (takeaways)? • • • • Where best to find information for risk free rate, market risk premium etc. Clarity over finding the right corporate tax rate in the right year. (E.g. USA tax rate in 2020 and not European tax rate in 2021) Distinction between EBITDA and Adjusted EBITDA. Don’t panic if it doesn’t work first time round. Action: How will this affect your work? How will you apply your learning to the assignment? • • • I will be much better placed to apply the spreadsheet to different companies and scenarios. I will be aware of potential pitfalls in Excel and will avoid them. I will be sure to reference accurately the information I present in the spreadsheet. 17 Anthony Thompson Name: Anthony Thompson Session: Week 5 Date: 25th Feb 2021 Experience: What happened? What did you discover (topics covered)? • • • • Ken Lee gave a new perspective on what drives value. Common answer is cash flow, but better answer is returns and growth. Each industry has a different potential ROI, so you must use the industry average as a target. E.g. biotech industry has extremely high ROI. We discovered what companies are looking for from a successful deal besides just financial gains. E.g. cash consideration, target smaller than acquirer so as to remove culture arguments and issues of control. Why it usually makes sense to buy a company within your current industry and not a new industry. In the seminar we looked at GrubHubs main competitors, how performance is measured in the sector (e.g. profitable growth, consolidation, large customer base). How GrubHub as been growing its business and appealing to customers (e.g. repeatability, M&As, customer convenience, platform tech etc. Reflection: What are your thoughts on your experience? What did you find useful? • I found this lecture useful for understanding how a CEO thinks and analyses the market context. This is important for the assignment. What are they looking for in the market, what opportunities could there potentially be and how will a company know it has made a successful acquisition besides just financial figures? Generalisation: What did you learn? Capture your key learning points (takeaways)? • • • Week 4 was helpful in learning the technicalities of executing a DCM valuation whereas Week 5 added to this by looking at the psychological and contextual factors that are applied. E.g. rarely do listed companies buy other ones cheaply. What are the reasons behind an acquisition? To improve target companies’ performance, get skills or technologies faster or at lower cost, consolidation, or exploitation of industry specific scalability. How do synergies benefit the company within a market? Share price reaction is often a good indicator. We learned the potential benefits of synergies from acquisition and what makes EPS accretion occur. Action: How will this affect your work? How will you apply your learning to the assignment? • • The experience has given me a much broader understanding of why an acquisition occurs and what are the key considerations when planning to undertake an acquisition. This will be helpful in the first part of the assignment when, from a CEOs perspective, I will explain the competitor environment and undertake market analysis. 18 Anthony Thompson Name: Anthony Thompson Session: Week 6 Date: 4th Mar 2021 Experience: What happened? What did you discover (topics covered)? • • Project Risk Assessment. In the lecture, we discovered different types of risk e.g. takeovers and metrics focusing on four key areas. 1. Takeovers & Mergers 2. NPD 3. Building/Facilities 4. Events In the seminar, we discussed scenarios where risk played an important role such as the design and construction of the channel tunnel. The general and specific risks involved were numerous, including the cultural differences of a project that involved two different countries, different engineering teams and different currencies. Reflection: What are your thoughts on your experience? What did you find useful? • • I enjoyed the discussion around executing an enormous engineering project from two different countries. It was useful to consider how practical complexities of a project effect the strategic viability of an investment decision. I liked how much of this seminar tied into the learning from the Project Management module in semester one. There were strong similarities so it was good to see how one module can work in conjunction with another. The risk analysis, mitigation techniques seemed familiar. Generalisation: What did you learn? Capture your key learning points (takeaways)? • • I learned how different risks can be mitigated. I learned how budget control and cost variance analysis can be used to prevent costs from spiralling out of control. I learned how clear divisions of roles and responsibilities can increase chances of project success. When undertaking Strategic Investment Decisions, potential risks need to be understood before a project/acquisition is decided upon. The complexity of this can often be huge (as with the Channel Tunnel and Heathrow Terminal 5) involving many different stakeholders. Action: How will this affect your work? How will you apply your learning to the assignment? • Identification and analysis of risks in important to decision making. I will incorporate this in my assessment by looking into what could go wrong from JET’s acquisition of GrubHub. For example, there may be culture clashes between the European and American companies dampening the effects of the benefits of synergies. 19 Anthony Thompson Name: Anthony Thompson Session: Week 8 Date: 18th Mar 2021 Experience: What happened? What did you discover (topics covered)? • • • The readings raised the question of how often value is generated from acquisitions. The answer seems to have been that a lot of the time, it doesn’t. Often, they are wealthreducing events for the acquirer. We had a look at some hits and tips on how to construct an assessment and how to get the most out of reading academic journals. The seminar also delved into decision making theory. Reflection: What are your thoughts on your experience? What did you find useful? • • • I found useful the idea that what is not written in a journal article is almost as important as what is inside it. I enjoyed understanding what a paper contributes to practice. The seminar also compared the critical reading of journal articles to assessing the importance of different criteria in high stress decision making. Generalisation: What did you learn? Capture your key learning points (takeaways)? • • I learned that avoiding mistakes is as important as seeing opportunities in strategic decision making and acquisitions. The qualities that make a good assessment of an investment decision has similarities to the qualities that make up a good analysis of a journal article. This has taught me to approach journal articles from a critical standpoint. Megan stated that “Just because an article is published doesn’t mean it’s any good”. As MBA students it is important to decipher good quality articles and critically analyse them for what is there, what is not there and what kind of contribution has resulted from the articles existence. Action: How will this affect your work? How will you apply your learning to the assignment? • Strategic Investment can be high risk, high stress and complex with many different factors involved in successful decision making. The ability to see problems, shortfalls and missing information is as important as realising potential profitability/synergies or other positive potential outcomes of an investment decisions. This week has helped me to understand that clear and holistic thinking of positive and negative features are essential to effective strategic decision making. 20 Anthony Thompson Name: Anthony Thompson Session: Week 9 Date: 25th Mar 2021 Experience: What happened? What did you discover (topics covered)? • Sustainability is an important part of any business as we have seen across the modules. The identification of sustainability issues can drastically effect decision making. Poor efforts towards sustainability and ethics can affect brand image and potential profitability. Reflection: What are your thoughts on your experience? What did you find useful? • I found it useful to look at sustainability and ethics from a strategic point of view as we have also covered it in other topics. The Financial Performance Management module explained how the balanced scorecard and integrated reporting techniques are used to convey a more holistic display of an organisations performance, incorporating more than just financial information. The same principle applies here. An investment decision may be profitable in the short term but other factors such as sustainability can have a huge impact on the viability of a project. It was good to see another example of modules coming together and showing similarities. Generalisation: What did you learn? Capture your key learning points (takeaways)? • • We learned how to apply sustainability assessment to markets, industries, and organisations and how the findings can be translated to stakeholders and used as measurements in accounting. We learned how real organisations such as Royal Dutch Shell are responding to sustainability issues and making acquisitions accordingly. For example, purchasing the UKs largest network of electric vehicle charging points. This is a response to concerns over carbon levels caused by burning fossil fuels. Action: How will this affect your work? How will you apply your learning to the assignment? • • • • It will encourage me to focus on looking at different aspects of the decision-making process and look the environmental, ethical and sustainable aspects. As the economy mirrors desires for a more sustainable and ethical world, this must be reflected in business decision making. If all businesses consider this as a factor, then the economy will start to mirror the desires of consumers, creating a ‘safe and just space for humanity’. I will apply this to the assignment by looking for environmental factors that would have affected the bid price or the decision to acquire GrubHub. ESG metrics will be assessed and added to the executive summary. 21 Anthony Thompson Name: Anthony Thompson Session: Week 10 Date: 25th Mar 2021 Experience: What happened? What did you discover (topics covered)? • • Week 10 avoiding project failures. We discovered what to look for from a successful investment decision perspective. What does success mean for different project types? On time, on budget and to the desired quality are key success factors. We looked at various companies such as Formula 1 Singapore, Heathrow Terminal 5 and Disney’s acquisition of 21st Century Fox and decided whether they were a success or not. The discussion was interesting as many people had different opinions showing that the answer is not a clear yes or no. Reflection: What are your thoughts on your experience? What did you find useful? • • An important part of the decision-making process is determining what success will look like and how to recognize it. Potential errors and mistakes that steer a project away from the intended success must be identified. Pinto & Kharbanda’s twelve points provide advice for staying on track with strategic projects. If things go wrong, steps and measures can be taken to address the issues at play. Generalisation: What did you learn? Capture your key learning points (takeaways)? • • The importance of stakeholder communication and communication across the organization during strategic investment projects. Th lecture explained the importance of identifying stakeholders at the start of a project and their expectations. Ongoing management of these expectations is also important. Action: How will this affect your work? How will you apply your learning to the assignment? • I will apply this to the assignment by looking at what failures may arise from JET’s acquisition of GrubHub. Like sustainability issues, project failures will affect future value. 22