__________________________________________________________________________________ 01-456-113 February 2001 Probil: Maximizing the Exit Strategy Teaching Note Synopsis The case is set in early February 2001. Probil is the largest independent, multi-vendor IT solutions company in Turkey providing network and computer infrastructure installation, configuration and maintenance. The Turkish economy is such that debt can only be acquired for short durations and at high costs. EMEA Technology Investments, a newly launched venture capital fund founded and managed by Kagan Ceran, has just acquired 51% of Probil, infusing the company with US$10 million in cash. In order to maximize return on investment for the investors and to grow Probil as quickly as possible, the company must decide how best to allocate their current cash and how to raise more funds. They are planning to issue shares through an initial public offering (IPO) on the Istanbul Stock Exchange in order to generate more cash to grow the company. Kagan's time horizon is a return to investors in 5 years. The Turkish stock market's volatility makes the timing of an IPO of critical importance. Ceran is preparing for a board meeting where he must convince the board of the right path to choose. Pedagogical Objectives This case serves as an introduction to the topic of IPO valuation and real options in emerging markets. It was written for a course in Emerging Markets Corporate Finance. The case is intended for students who have had a course in corporate finance or valuations. It can be taught to undergraduates, MBA students, or executives. It can also be used for discussions of strategy in which the alternatives are wide ranging. For example, instead of when to IPO, the discussion could cover the assumptions underlying decisions on internationalization (and what that means and how it impacts investors’ views of risk and assessment of value), vertical (distributor) acquisitions, horizontal (competitor) acquisitions, etc. Students Fabian Barros, Marcelo Bermudez, Chris Rowell, Mari Subburathinam, and Alexandre Wolynec prepared this case as the basis for class discussion and analysis rather than to illustrate either effective or ineffective handling of a business situation. 1 01-456-113 Duke Fuqua Case Teaching Note: Probil With the rapid growth opportunity in emerging markets, investment bankers and even individuals will need an understanding of how emerging market factors change underlying assumptions and can be mitigated in analyzing opportunities. The case has 5 objectives: 1. It illustrates country-related risks in an emerging market and forces students to consider how those risks affect the company and its alternatives and whether there are factors that mitigate the risks for a specific company. 2. It provides a vehicle to discuss the IPO process and its challenges in an emerging market. 3. It introduces the discussion on how to calculate the cost of capital for an emerging market and provides an opportunity to compare alternative models. 4. Students learn to identify and model "real options" (timing, indirect financial impact of internationalization), allowing them to examine how those options affect valuations and decisions. A time-based evaluation of when/if to IPO is critical given the volatility of the Turkish market. 5. It illustrates some of the financial analysis tools and terminology used in estimating IPO value. There is an Excel spreadsheet that accompanies the case that allows students to conduct sensitivity analysis on the return estimates. The spreadsheet can be used with Crystal Ball, a Monte Carlo simulation software package. Substantive Analysis for Hour One This case will typically be discussed in two one-hour segments. The first hour will focus more on the qualitative analysis of strategies and risks for the company. The second hour will focus quantitatively on the valuation of the company and its real options. The discussion will typically begin with an overview of the company and its goals. It is important to understand what a system integrator does and where the business risks are in general. In Probil’s case, the investment was made with the intent of using the cash infusion to accelerate growth through acquisitions or other means. The discussion should continue with Probil's options for the future. Their current growth opportunities include acquiring a local distributor to improve efficiency in delivering product to onetime customers and acquiring a small US Internet consulting firm to provide access to technical knowhow, some US revenue and an international image. It is important to identify country risks, evaluate the impact that country risks have on the company in general and on the alternative paths that they can choose, and determine ways to mitigate those risks. For example, what happens if the Turkish Lira loses 30% of its US dollar value in one day? How at risk is Probil? What does this mean about the alternatives? Might Probil be able to buy competitors? 2 Duke Fuqua Case Teaching Note: Probil 01-456-113 The next step is to discuss the IPO as a means of accelerating growth. As Kagan saw it, to accelerate growth they could try to acquire a local distributor and/or they could try to acquire an Internet consulting firm in the US or the EU. In either case, they would need more cash to grow the current business, make strategic investments and still retain a cash buffer against potential fluctuations in the Turkish market. He had originally planned for Probil to raise the needed cash through an IPO of shares on the Istanbul Stock Exchange. He still thought this was the best alternative although a private equity investor had recently indicated interest in investing in Probil. The discussion should encompass the specifics of doing an IPO in Turkey (no guarantee on funds, impact of volatility) and it's implications for Probil's strategy. Risk Identification Below we look at different types of risks or issues and consider how they might affect Probil's options. Country Risks Country risk is, in some senses, the most nebulous or vague aspect of the analysis. There are several common or standard country risks that must be considered in any emerging market. Below we list common country risks and provide an assessment of those risks to Probil in Turkey. Expropriation Risk: While expropriation is a very common risk, especially when a business is controlled by international investors and is successful, the Turkish government has not expropriated companies in the 80 year existence of modern Turkey. So we do not believe outright expropriation is a risk. However, Probil could be subjected to creeping expropriation through imposition of ever higher taxes as the company grows and succeeds. We have no reason to believe creeping expropriation will pose a significant risk in this case. Probil is a very small company compared to traditional industry companies, so the benefit of expropriating Probil is very small. Currency Risk: Inflation and exchange rate risks are significant considering the inflation differential between Turkey and OECD economies. Turkey has experienced high inflation over the past 20 years and the currency has been devalued accordingly. Probil, which sources its hardware and software from OECD countries, faces a high degree of currency risk if there is a sudden devaluation because they charge their customers in Turkish lira but pay US dollars for the equipment (almost 80% of the business). Although Probil typically collects its revenue before payment to suppliers is due, during sudden devaluation periods the company will face considerable risk in meeting its obligations. To mitigate this risk, Probil has been negotiating with its suppliers to share the currency risk during sudden devaluations. In the future, the economic stabilization package from the IMF and World Bank, and possibly accession to the EU, may induce Turkey to tighten its inflationary policies and possibly reduce this currency risk for Probil. 3 01-456-113 Duke Fuqua Case Teaching Note: Probil War or Violence: The case provides almost no information with respect to war or violence. It indicates that relations with Greece are improving and that the only military interventions have been relatively shortlived and have resulted in an improved economy overall (taking a long-term view). In reality, although some might think the Kurdish separatist movement is a reason to view this risk high, there is nothing to indicate this is a current threat. After the earthquake in 1999, Turkey’s relations with its neighbor, Greece, improved substantially, and the chance of Greece and Turkey going to a war over Cyprus is diminished. Political Risk: Again there is little in the case to indicate much political risk except the indication that governments are typically made of extremely weak coalitions which are unable to make significant changes which require austerity. Again, the fact that the military (strong supporter of the secular government) has stepped in 3 times in the last 40 years in order to restore stability is actually a mitigating factor. In addition, the rule of law is relatively established (not written in the case, but not raised as a risk issue). Financial Risk: The country actually has an entrepreneurial culture and the Istanbul Stock Exchange has been functioning for more than 15 years with daily volumes pushing over $1 billion. The banking crises of course suggest financial instability but overall that risk is handled in the case through currency risk because the cost of debt is high and therefore not an issue to Probil (no debt). Corruption Risk: Corruption is a risk shared by many emerging economies. The fact that the electoral system produces weak governments suggests that each branch will typically be able to engage in nepotism and bribery. In addition, the domination of holding groups suggests opportunity for corruption. While we believe that Probil operates without a significant level of corruption (notice the GAAP-style financials as an indication of transparency) it is reasonable to think that this is not a significant issue because the company has operated for 10 years in Turkey and has been successful (if it is paying bribes, etc. they do not seem to hurt business). We believe corruption is not a significant problem for Probil. IPO The IPO market in Turkey displays certain characteristics generally common to IPOs in emerging markets, such as low volumes and few issues on an annual basis (35 companies with $157.5 million in the year 2000), as well as a significant underpricing given the underlying market volatility and information asymmetries between insiders and investors. Typically, issuing companies belong to a large holding group that has its own financial institution acting as investment bank. This limits the incentives that an independent investment bank 4 Duke Fuqua Case Teaching Note: Probil 01-456-113 would have to go to market with a high price. At the same time it imposes a credibility burden on the issuing company that results in a higher expected premium demanded by investors. Exhibit D in the case shows the high volatility of the main index in the Turkish stock market (ISE National 100) as compared to the S&P500 and the Nasdaq during the year 20001. The following table summarizes the initial and after-market abnormal returns for the Turkish market in the period 1990-1996. Sector All firms Industrials Financials Other Firms Initial mkt. Adj. returns 163 104 46 13 13.1% 11.7% 15.0% 17.6% After-market cumulative returns (4-week) 4.7% 4.8% -2.5% 27.9% Source: Kiymaz In addition to pricing issues, demand plays an important role in the IPO market. An increasing number of emerging markets are becoming highly dependant on foreign capital. Given the high volatility of these markets, any relevant change in the political or economic conditions in a specific market or in the surrounding region will be followed by a high outflow of foreign capital that will have a strong effect on the demand for new issues. It is worth noting that some countries have imposed restrictions on capital repatriation which may prevent the outflow of capital and yet do not assure that those funds are maintained in variable investments. These types of restrictions are normally imbedded in the premium demanded by foreign investors. There is no indication that this is an acute problem in Turkey Debt Financing in Chronic High-Inflation Countries Countries with chronic hyperinflation or significantly high inflation typically have an active money market for short-term transactions in local currency but an extremely expensive medium-term market (180 days – 540 days) given the high implicit inflation rates. Long-term funding is definitively not available in those conditions. Given the lack of depth and tenor in local currency, the hedging market for medium-term positions is expensive and normally does not exceed 360 days. This structural condition means that companies can only rely on short-term bank financing and equity financing when available, given the market conditions and the company’s attractiveness to investors. EV/EBITDA versus P/E In order to check the DCF approach of valuation, a sanity check can be made using triangulation with a multiples valuation approach. Since the debt structure of the peer group may differ, it is more appropriate to use the ratio EV/EBITDA since it deducts the effect of debt (interest) from the cash-flow side and also from the balance sheet side (net borrowings are deducted from the 1 Source (Exhibits H & I): Halil Kiymaz, 1999. The initial and aftermarket performance of IPOs in an emerging market; evidence from Istanbul stock exchange; Journal of Multinational Financial Management. 5 01-456-113 Duke Fuqua Case Teaching Note: Probil Economic Value figure). The following table summarizes the most important ratios of the comparables: Country 1999 Domestic Escort Arena International Tech Data Altec Computer Land Average EV/EBITDA 2000 2001 (E) Turkey Turkey 18.5 3.5 9.4 4.7 8 4.3 USA Greece Poland 13.9 N/A 19.3 13.8 11.8 8.1 14.9 9.78 8.9 6.2 12.2 7.92 Substantive Analysis for Hour Two The instructor should begin the second hour of discussion with a summary of the options and risks discussed in the first section. Then he should probe students to identify the most important real options for Probil. Before discussing the valuation of the company, the instructor should discuss how to calculate the cost of capital. What risks should be included in the discount rate? How do you reconcile the equity discount rates with the higher interest rates presented in the case? The next step would be to discuss the valuation approach of each one of the real options. What are the main uncertainties? What is the best strategy for each downstream decision? The instructor could present or request some students to present the results of their Monte Carlo simulations to value the real options. Based on the results, a set of recommendations should be developed by the class in order to maximize the value of the company to investors. Valuation Approach The valuation of a company or project in an emerging market is characterized in general by much higher volatility of the cash flows and by higher influence of country risks on the business risks. We focus on how to identify and model these risks when estimating enterprise value. Additionally, Real Options are presented as a way to diminish the negative impact of these fluctuations in the cash flows, and therefore, as a way to increase the value. Risk Assessment and Modeling Confronted with analyzing the risks involved in a project, separate country from specific risks, and decide explicitly how you will model each of them. o The model includes country risks in the discount rate (cost of capital) and project specific risks in the cash flows. 6 Duke Fuqua Case Teaching Note: Probil 01-456-113 o The model considers project specific risks by defining the key uncertainty variables as random variables and running a Monte Carlo simulation. Crystal Ball was used in this case. o The company specific risks in this case are modeled by the fluctuation in the revenue growth rate. o Probil’s exposure to currency risks seems to be higher than average for Turkey because the company imports the hardware it re-sells locally. The company has tried to mitigate this risk by contracting with suppliers in such a way that they share the risks involved. Additionally, the company only pays suppliers after receiving payment from clients (net-30 v. net-60 allows for this timing). Given these mitigating factors we decided that no special currency risk modeling was required. When modeling the specific risks in the cash flows, the final result to look at is not only the expected value of the different alternatives, but also their standard deviation and skewness. o The results include both expected values and distribution curves for each alternative (the overlay charts of Crystal Ball are a good tool). It is important to both model and present these results (whether in class or in business) because the company risks are in the cash flows and not just the discount rate. o Exhibit A summarizes these metrics and presents a ratio of expected value over standard deviation (Sharpe Ratio) and the skewness statistic (positive skewness is actually good despite it increases volatility). Cost of Capital Calculation Several models to determine cost of capital in an international context are used by prestigious firms and financial consultants. Each of these models has its strengths and weaknesses. When confronted with any of these, you have to make a qualitative judgment of the applicability of the underlying assumptions of the model. Many times subjective adjustments will have to be made. The set of models to choose from includes World CAPM (Sharpe-Ross), Segmented/Integrated (Bekaert-Harvey), Bayesian (Ibbotson Associates), Country Risk Rating (Erb-Harvey-Viskanta), CAPM with Skewness (Harvey-Siddique), Goldman integrated sovereign yield spread model, Goldman-segmented, Goldman-EHV hybrid, CSFB volatility ratio model and CSFB-EHV hybrid. After discussion with Professor Cam Harvey, Duke University Fuqua School of Business, we decided that the Goldman Integrated and Country Risk Rating were the two best options to start with. The typical investment banker model (Goldman Integrated) would suggest applying the CAPM as if Probil were a company working in the US and adding a premium for the country risk. This premium would normally be calculated as the sovereign bond yield spread between the US and Turkey. In this case, though, inflation in Turkey is high, and the current currency devaluation rate at the time of the case is low in comparison. Therefore taking yield on the bonds introduces variables that do not reflect a real country premium. So, we take the country risk premium suggested by a recent Moody’s report (4.5%) instead. The company’s Beta of 1.45 is derived from the ones provided in the case for comparable companies. This beta seems reasonable since companies tend to cut IT investments dramatically as the first signs of an economic downturn appear. On the other hand, when the economy 7 01-456-113 Duke Fuqua Case Teaching Note: Probil is flourishing, companies tend to embrace large projects. The US risk free rates and premiums are also provided in the case. This calculation leads to a cost of capital of 17.25%. The owner of the company recognizes that this value is very low when current loan rates in Turkey are 20% to 25%. Although the cost of debt could be inflated temporarily by the economic conditions, the difference is still too high. Cost of Equity = US risk-free rate + US risk premium * us + Country Premium 17.25% = 5.5% + 5% * 1.45 + 4.5% The other model we consider is the Country Risk Rating model that uses the International Cost of Capital and Risk Calculator (ICCRC) developed by Erv, Harvey and Viskanta. This model fits a regression between the evolution of country credit ratings (provided in the case) and the average equity return of stocks in the market. When applied to Turkey, this model leads to a cost of capital of 23%. Turkey’s rating by the Institutional Investor at the time of the case (9/2000) is 46.8. Since this company has a Beta higher than the average of the market, we adjust this result and get a cost of capital of 30%. We believe though, there are mitigating factors to consider. This company is not exposed to the same political or economic risks as the average company in Turkey. We analyze the International Country Risk Guide (ICRG) criteria, which incorporates Political, Financial and Economic Factors and adjust up the ratings in those categories in which we feel the company has lower exposure (see Exhibit B). Those categories are political instability, corruption and currency risks (remember they were able to share some devaluation risks with their suppliers and they do not have dollar-denominated debt). Since the ICCRC model version of 9/2000 uses the Institutional Investor credit ratings, we rescale the ratings from the ICRG to get the new rating of 52. This new rating generates a cost of capital of 27%, which means an adjustment of 3% to the original cost. We use this as the cost of capital for our model because it better reflects the impact of country risks on the company’s performance. Cash Flows: Base Case NPV and Sensitivity Analysis Before evaluating any uncertainties or real options, we build the base case scenario and calculate the NPV of that scenario. The case introduces the base case scenario through the company’s financial projections. The most difficult part to model is not the cash flows of the company itself but the cash flows to the investors given that there is an IPO and a final sale involved. Under a traditional base case NPV analysis, we would model the return for the investors given some expected timing for the IPO and some expected value of the EV/EBITDA ratio. For instance, in our model we assume the base case is to do the IPO in 2001 with an EV/EBITDA ratio of 14.8. After the IPO, they expect the company to grow at an even higher pace until they sell to a multinational in year 5. Since the multinational will look deeper into Probil's cash flow projections, we believe they will pay the PV of the cash flows at that time given agreed levels of expected growth (we assumed 5% in perpetuity). This base case scenario would give the investors an NPV of $38 million (See Exhibit C). The next step is to identify uncertainty variables in the model and run a sensitivity analysis on the base case NPV for different values of these uncertainties. A Tornado Chart is a good tool for identifying which of these variables has a higher impact on the NPV. If the downstream probability of 8 Duke Fuqua Case Teaching Note: Probil 01-456-113 the NPV is high for some of these variables, then it is worthwhile to analyze how the company can manage them in order to reduce the downside. The case highlights two key uncertainties with huge impact on the value of the company and also on the IPO proceeds. These variables are Revenue Growth and the EV/EBITDA ratio applied by the market to value the IPO. The case suggests distribution information for the revenue growth rate. This growth rate was modeled as a normal distribution with mean of 40% and standard deviation of 20% for the first year, and mean of 25% and standard deviation of 15% thereafter. The other key uncertainty lies in the actual EV/EBITDA ratio set for the IPO at the time of the IPO. This ratio depends not only on company performance (expected growth) but also on market conditions at the time of the IPO. Since this is a highly volatile emerging market, the IPO proceeds are uncertain even within a short timeframe. This is why Turkish investment bankers do not guarantee a value, they promise only their best effort. (compare this to the US where the I-bank receiving the IPO mandate typically assures some minimum price to the company.) For the EV/EBITDA ratio we use a lognormal curve with 10% chance of the ratio being lower than 7.5 and 90% chance of the ratio being below 23.7. When these distributions are considered in addition to the base case scenario, the expected NPV shows a standard deviation of $15.3 million, which is high when compared to the expected value of $38.3 million (See Exhibit D). Identifying Real Options Associated with Key Uncertainties Our analysis has shown that at least two uncertainties have a high impact on the NPV. We are now in a position to identify managerial actions that could mitigate the negative effects if events occur differently than expected under the base case scenario. Different types of uncertainties can be managed through exercising different types of Real Options. The basic idea of Real Options is that managers are able to make better-informed decisions as events occur since some of the uncertainties are resolved, and therefore they are able to reduce some of the NPV downside if things go wrong. Probably the most relevant part of the learning experience provided by this case is the opportunity to identify and, more importantly, to model real options that do not have traded underlying assets. Consulting hours and projects are not tradable assets, and there is no gold mine or oil well involved in this case as in the typical real options examples. We identified several of these options in the case and tried to guide the reader towards identifying three of them in particular. Real Option I: Timing the IPO The original investment presumed an IPO was necessary as an intermediate step to grow the company before exiting the investment definitively in five years. Although they want to IPO as early as possible (2001) in order to boost the growth of the company and then exit later, there is still some flexibility in terms of deciding when to execute this option. They have 5 years to choose the right 9 01-456-113 Duke Fuqua Case Teaching Note: Probil moment. This is the first and probably most obvious option linked to the uncertainty of the EV/EBITDA ratio. This option is modeled by setting a Strike EV/EBITDA ratio, equal to the present value of the cash flows given management’s expected company growth, adjusted by a subjective multiplier. Since the company's expected growth in perpetuity is only 5%, the Strike EV/EBITDA decreases over time. This also reflects the fact that the investors will probably be willing to do the IPO for a lower price later on. This EV/EBITDA is compared to the Expected EV/EBITDA provided by an investment banker advising the company at any given time. The key to modeling the option is adding a contingent decision based on the expectations the investment banker will provide. If the Expected EV/EBITDA is higher than the Strike EV/EBITDA, then the company decides to do the IPO (we set a binary variable that "turns on or off" depending on whether we do the IPO or not). If the Expected EV/EBITDA is lower than the Strike EV/EBITDA then the company waits. It is important to note that when they decide to do the IPO, they still bear the risk of the Actual EV/EBITDA being lower than the Expected EV/EBITDA, thereby making the IPO less successful. We modeled the Actual EV/EBITDA as a random variable with a correlation of 0.75 to the Expected EV/EBITDA as given by the investment banker. When the Crystal Ball simulation is run, the model generates different cash flows depending on the timing and on the Actual EV/EBITDA of the IPO. When rerunning the model including this option the expected NPV increases to $39.7 Million and its standard deviation increases a little bit. (See Exhibit E). The value of this option can actually change if the company decides to change the Strike Prices. After running different scenarios for the initial Strike Price and its decline over time, we found that the best strategy would be maintain the Strike Price linked to the base case NPV for each year, which declines over time. (See Exhibit H) Real Option II: Alternative Funding - Private Equity There is a drawback to the previous option, which is the fact that a delay in the IPO also delays the expected boost in the company’s growth and could pose a competitive threat if competitors are able to take the lead and earn an early market share advantage. This effect is considered in the model through growth rates that decrease with time if there is no IPO. There is a way to overcome this downside by exercising an Exit Option. As stated in the case, the company has an alternative source of funds from a venture capitalist they have been working with. This source is willing to provide funds at an EV/EBITDA ratio of 10. We model this alternative by establishing a new contingent action that the company can take in any given year. If the IPO’s Expected EV/EBITDA is lower than the Strike EV/EBITDA (the IPO does not happen) and it is also lower than the VC offer, then the company could decide to accept the VC’s offer. Of course, this reduces expected cash flows for the investors as compared to the base case (IPO) scenario. Note that if they take the VC funds they still can do an IPO at a later year. Given our base case scenario Strike Prices, this option increases expected NPV for investors to $39.9 Million and increases standard deviation to $17.94. (See Exhibit F) 10 Duke Fuqua Case Teaching Note: Probil 01-456-113 Real Option III: Expansion/Flexibility – Acquiring a US Consulting Company As we stated originally, a main source of fluctuation in the company’s cash flows and therefore IPO proceeds is the volatility of the revenue growth rate in Turkey’s highly volatile market. Analyzing this source of uncertainty, we see a third option that could increase and in some sense stabilize the company’s cash flows. This option is typical of a multinational consulting company operating in an emerging market. The key characteristic of a consulting company in this case is that the main asset is people. There are no big plants or infrastructure that would be difficult to mobilize. Specifically in the case of IT consulting, the company can provide remote services (to another market). An additional characteristic specific to an emerging market is the high variability of the level of demand for projects. As we said, we modeled a base case 25% growth rate but the standard deviation was huge, 15%. If the company is able to establish the necessary conditions to generate revenue (sell projects) in another country whose market is not correlated to Turkey's (the US), they would be in a better position to weather recessions in their own market. For this to hold in the case of Probil, two conditions are required. First, they have to buy this option by investing in the US (i.e., acquiring a consulting company or deploying their own offices there). This requires an initial investment. Second, the markets that they choose must show low correlation with the Turkish market, in order to give them reasonable conditions when the Turkish market is down. The way we modeled this option is that once the expansion decision is made (either in 2001 or in 2002), the particular growth rates of the two markets (Turkey and the US) determine the number of projects Probil will sell in each market. When the Crystal Ball simulation is run (we assumed a correlation of 0.2 between the two markets and a growth rate of 15% for the US), you can see that sometimes the growth rate in Turkey is negative and the growth rate in the US is positive. In these downside scenarios, the Expansion/Flexibility Option adds value because management has the flexibility to essentially move resources to the growing market (allocate consultants to US projects). The revised NPV with this Expansion/Flexibility Option is $43.3 Million when the expansion happens in 2001 and $43.8 Million when it happens in 2002. Since variability is very similar we recommend expanding as soon as possible (See Exhibit G). Cost of Capital revisited So, what is the right cost of capital to apply when the options are introduced? The Private Equity option does not affect the cost of capital since the calculated cost of capital reflects only country risks, and therefore is risk-free in terms of company-specific risks. The option does reduce the risk of the project, though, by making the cash flows less volatile. In the case of the Expansion/Flexibility Option, the conclusion is different. The company would be entering a new market, so the new country risks should be reflected in the cost of capital. Since we assume very low correlations between markets, the expected cost of capital can be obtained by weighting the costs of capital for each country (as given by the ICCRC) using the revenue share of each. This would probably lead to a reduction in the overall cost of capital since the US is a less risky market. The specific results after changing the discount rate are not included in this solution. 11 01-456-113 Duke Fuqua Case Teaching Note: Probil Recommendations The company should set a policy for doing the IPO and remain flexible to do it at anytime. This solution proposed a policy based on a Strike EV/EBITDA ratio. They should keep the VC funding as an option to use if the market is in a downturn. The company should also expand into a market that offers the advantages of diversification. The best time for expansion is now, 2001. Conclusions To end the class, the instructor should ask the students if they believe this was a good investment and if the investor will achieve a positive return. Finally the instructor should leave some time to describe what actually happened. What Happened This case was written in early February 2001, concurrent with the timeframe of the case, so there is not much additional information. However, several interesting events occurred both in the Turkish market and in Probil’s endeavors. Market Plummet and Currency Devaluation in February As of mid-February, an economic crisis has resulted in the government floating the Turkish lira and the TL devaluing by over 30%. Probil is weathering the crisis well, but the IPO opportunity is non-existent for the moment. On the other hand, the equity investment mentioned in the case is being considered so that they can take advantage of the downturn to acquire Turkish competitors. A note from Kagan Ceran during the week of the devaluation provides insight into the cause of the devaluation and reinforces Probil's desire to maintain the cash buffer. “2000 CPI was 39% vs. a government target of 25% which is how much the currency was allowed to depreciate. Thus the currency gained 15% in value to add to its already 10-15% overvaluation bringing the total to over 30% overvaluation. Wednesday’s decision to let the currency float resulted in, surprise, a 30% devaluation. Pre-devaluation government inflation targets for 2001 were in the region of 12-15% with the business associations estimating around 25%. You can automatically add about 30% to this now” Acquiring a US Internet Consulting Firm The discussion of acquiring a US Internet consulting firm is in fact mistimed in the case. In January, Kagan flew to California to close a deal on such a firm in partnership with a VC (Probil would own 51%, the VC 49%). That US consulting company changed its mind at the last moment, but the VC turned out to be the equity investor in the case. Other International Collaboration Probil is working with one of the largest Internet professional services firms in the US and Europe, to sell work in Turkey. Once Probil has built up the capability to staff such projects, they 12 Duke Fuqua Case Teaching Note: Probil 01-456-113 expect to be able to provide resources to the company's projects in Europe where Probil can get higher rates than in Turkey and the prime contractor can get Probil resources for lower cost than others in Europe. 13 01-456-113 Duke Fuqua Case Teaching Note: Probil Suggested Assignment Questions 1. What are the main opportunities for Probil? What are the main risks involved? 2. What are the main differences between doing an IPO in Turkey vs. a more developed market? What are the implications for Probil's strategy? 3. How can we reconcile the cost of equity and cost of debt incongruence presented in the case? What would be a reasonable cost of equity for this company? 4. Identify the main real options for Probil. What are the main uncertainties? How should these uncertainties impact the decisions of the company? 5. Model the real options and calculate the value added against a base case scenario: a. How should they determine the best timing to do the IPO? (Hint: you can model the actual value of the IPO as a distribution with .75 correlation with the forecast presented by the investment banker) b. How should they determine when to use the VC funds? c. Should they expand internationally? When? 14 Duke Fuqua Case Teaching Note: Probil 01-456-113 Suggested Teaching Plan Hour One 10 minutes Discussion of Probil's goals and the main characteristics of a system integrator in Turkey. 20 minutes Discussion of country risks and their impact on Probil. What mitigating factors exist? How can Probil further mitigate those risks? 20 minutes Discussion of the capital markets in Turkey. What are the main issues with an IPO in Turkey? 5 minutes Discuss the fact that the company is 100% equity financed and relate that to the economic conditions in Turkey. 5 minutes Wrap up conclusions from the first hour of discussion. BREAK Hour Two 5 minutes Recap of first hour of discussion main conclusions. Main risks and options. 10 minutes What are the real options to consider in the valuation of Probil to its investors? 5 minutes Discussion of the base case scenario. 15 minutes Discussion of the IPO timing real option. 5 minutes Discussion of the alternative funding real option. 10 minutes Discussion of the international expansion real option. 5 minutes Recommendations and Conclusions. 5 minutes What happened. 15 01-456-113 Duke Fuqua Case Teaching Note: Probil Exhibits A Valuation and Risk Assessment Summary B Country Credit Ratings and Mitigating Factors C Base Case NPV D Base Case Risk Profile E Timing Option Risk Profile F Alternative Funding Option Risk Profile G International Expansion Option Risk Profile H Strike Price Strategies Risk Profiles 16 Duke Fuqua Case Teaching Note: Probil 01-456-113 Exhibit A – Valuation and Risk Assessment Summary Statistics Mean Median Standard Deviation Sharpe Ratio Variance Skewness Kurtosis Coeff. of Variability Range Minimum Range Maximum Range Width Mean Std. Error Base Case 38.32 36.17 15.26 2.51 232.96 1.15 5.77 0.40 5.78 153.78 148.00 0.15 IPO Timing 39.73 37.48 15.89 2.50 252.36 1.14 5.68 0.40 5.96 158.79 152.83 0.16 VC Funding 39.95 37.63 16.10 2.48 259.19 1.14 5.65 0.40 5.96 158.79 152.83 0.16 Int'l Exp in 2001 43.30 40.89 17.51 2.47 306.60 1.10 5.49 0.40 5.65 168.54 162.89 0.18 Int'l Exp in 2002 43.84 41.34 17.94 2.44 322.00 1.11 5.48 0.41 5.72 172.55 166.83 0.18 R eal O ptions Value Breakdown 4 6 .0 4 4 .0 N P V ($M M ) 4 2 .0 3.9 4 0 .0 0.2 1.4 3 8 .0 43.8 3 6 .0 3 4 .0 38.3 3 2 .0 3 0 .0 B a s e V a lue IP O Tim ing A lte rna tive Inte rna tio na l F und ing E xp a ns io n - To ta l V a lue 2002 17 01-456-113 Duke Fuqua Case Teaching Note: Probil Exhibit B – Country Credit Ratings and Mitigating Factors Maximum Political Risk Government Stability Socioeconomic Conditions Investment Profile Internal Conflict External Conflict Corruption Military in Politics ReligiousTensions Law and Order Ethnic Tensions Democratic Accountability Bureaucracy Quality 50% 12 12 12 12 12 6 6 6 6 6 6 4 100 9 2 11 8 9 3 3 4 4 2 4 2 61 10 6 11 8 9 4 4 4 4 2 4 3 69 25% 10 10 15 5 10 50 5 6 13 2 4 29 5 6 13 2 7 33 25% 5 10 10 10 15 50 2 9 3 3 11 26 2 9 3 3 11 26 Financial Risks Total Foreign Debt as percent of GDP Debt Service as percent of Exports of Goods and Services Current Account as percent of Exports of Goods and Services Inter-national Liquidity as months of import cover Exchange Rate Stability as percentage change Economic Risks GDP per head of Population Real Annual GDP Growth Annual Inflation Rate Budget Balance as percent of GDP Current Account as percent of GDP Composite rating Turkey Mitigated 100 47 52 Based on International Country Risk Guide ratings for 9/2000 re-scaled to reflect Institutional Investor Credit Rating. 18 Duke Fuqua Case Teaching Note: Probil 01-456-113 Exhibit C – Base Case NPV Assumptions: IPO in 2001 No International Expansion No VC Option CASH FLOWS PROJECTIONS Million US$ Revenues Domestic International Cost of Sales Cost of goods sold Cost of services Gross Profit Operating Expenses R&D Marketing Expenses SG&A Operating profit Financial Income (Expenses) Profit Before Taxes Corporate Taxes Profit After Taxes Operating Cash Flow Profit After Taxes (+) Depreciation (+) Financial Income (Expenses) (+) Tax Adjustments Operating Cash Flow Changes in Working Capital Changes in Fixed Assets Cost of regional expansion Free Cash Flows EBITDA NPV for company valuation in 2005 CAGR 2000-2005 Cash Flows 2005-2010 Cash FlowGrowth Rate Cash Flows Perpetuity Value Total Cash Flows Remaining NPV Cost of Capital Impact of IPO IPO/VC Additional Growth IPO EV/EBIDTA Proceeds from IPO Cash Excess 2000 2002 2003 2004 2005 2006 2007 2008 2009 2010 103.84 156.25 195.93 245.70 308.10 386.34 484.47 607.51 761.80 955.28 74.17 62.70 58.36 4.34 11.47 7.08 0.13 1.44 5.51 4.39 0.12 4.26 0.25 4.01 103.84 87.78 81.71 6.08 16.05 8.91 0.18 1.81 6.92 7.14 7.14 0.42 6.72 156.25 132.10 122.95 9.15 24.15 12.15 0.27 2.47 9.40 12.01 12.01 0.71 11.30 195.93 165.65 154.18 11.47 30.29 14.60 0.34 2.97 11.28 15.69 15.69 0.93 14.76 245.70 207.71 193.33 14.38 37.98 17.67 0.43 3.60 13.64 20.31 20.31 1.20 19.11 308.10 260.47 242.43 18.04 47.63 21.52 0.54 4.38 16.60 26.11 26.11 1.54 24.56 386.34 326.62 304.01 22.62 59.72 26.35 0.68 5.37 20.30 33.37 33.37 1.97 31.40 484.47 409.58 381.22 28.36 74.89 32.41 0.85 6.61 24.95 42.48 42.48 2.51 39.97 607.51 513.60 478.04 35.56 93.91 40.01 1.06 8.16 30.78 53.91 53.91 3.19 50.72 761.80 644.04 599.44 44.59 117.76 49.53 1.33 10.11 38.09 68.23 68.23 4.03 64.20 955.28 807.61 751.69 55.92 147.67 61.48 1.67 12.55 47.26 86.20 86.20 5.09 81.10 4.01 0.89 (0.12) 0.01 4.78 (0.60) (2.00) 11.30 1.38 12.68 (2.62) (2.00) 0.00 8.06 14.76 1.62 16.38 (1.98) (2.00) 19.11 1.91 21.03 (2.49) (2.00) 24.56 2.29 26.85 (3.12) (2.00) 31.40 2.76 34.16 (3.91) (2.00) 39.97 3.34 43.31 (4.91) (2.00) 50.72 4.08 54.80 (6.15) (2.00) 64.20 5.00 69.20 (7.71) (2.00) 81.10 6.16 87.26 (9.67) (2.00) 2.18 6.72 1.07 7.78 (1.48) (2.00) 4.30 12.40 16.54 21.73 28.24 36.41 46.65 59.49 75.59 5.15 8.21 13.39 17.31 22.23 28.39 36.13 45.83 57.99 73.24 92.36 29% 28.07 29% 36.27 29% 46.85 29% 60.52 28.07 260.6 36.27 294.7 46.85 327.5 60.52 355.4 29% 78.18 373.14 451.32 58% 227.3 27% 20% 14.8 19.02 3.80 VALUE FOR EMEA (time horizon = 5 years) Million US$ 2,000 Cash from Operations Cash excess IPO / VC Cash from sell of remaining shares Total Cash Flows NPV Cost of Capital 2001 74.17 2,001 1.65 1.46 2,002 3.08 - 2,003 4.74 - 2,004 6.33 - 3.10 3.08 4.74 6.33 2,005 8.31 86.95 95.27 $37.93 27% 19 01-456-113 Duke Fuqua Case Teaching Note: Probil Exhibit D – Base Case Risk Profile Assumptions: IPO in 2001 No International Expansion No VC Option Summary: Display Range is from 5.69 to 77.64 Entire Range is from 5.69 to 137.84 After 10,000 Trials, the Std. Error of the Mean is 0.15 Statistics: Value 10000 38.32 35.94 --15.12 228.63 1.01 4.71 0.39 5.69 137.84 132.15 0.15 Trials Mean Median Mode Standard Deviation Variance Skewness Kurtosis Coeff. of Variability Range Minimum Range Maximum Range Width Mean Std. Error Forecast: IPO in 2001 10,000 Trials Frequency Chart 179 Outliers .024 244 .018 183 .012 122 .006 61 Mean = 38.32 .000 0 5.69 23.68 First Year Growth Distribution Normal distribution with parameters: Mean Standard Dev. 41.66 59.65 77.64 C66 40% 20% Selected range is from -Infinity to +Infinity -20% Other Years Growth Distribution Normal distribution with parameters: Mean Standard Dev. 10% 40% 70% 100% 48% 70% 3 9 .4 9 5 1 .5 1 D66 25% 15% Selected range is from -Infinity to +Infinity -20% EV/EBIDTA Distribution Lognormal distribution with parameters: Mean Standard Dev. Selected range is from 0.00 to +Infinity 3% 25% C64 14.77 7.00 3 .4 6 1 5 .4 7 2 7 .4 8 20 Duke Fuqua Case Teaching Note: Probil 01-456-113 Exhibit E – Timing Option Risk Profile Assumptions: IPO between 2001 and 2005 No International Expansion No VC Option Summary: Display Range is from 5.69 to 77.64 Entire Range is from 5.69 to 137.84 After 10,000 Trials, the Std. Error of the Mean is 0.15 Statistics: Value 10000 38.32 41.40 --15.12 228.63 1.01 4.71 0.39 5.69 137.84 132.15 0.15 Trials Mean Median Mode Standard Deviation Variance Skewness Kurtosis Coeff. of Variability Range Minimum Range Maximum Range Width Mean Std. Error Forecast: D118 10,000 Trials Frequency Chart 179 Outliers .024 244 .018 183 .012 122 .006 61 Mean = 38.32 .000 0 5.69 23.68 41.66 59.65 77.64 21 01-456-113 Duke Fuqua Case Teaching Note: Probil Exhibit F – Alternative Funding Option Risk Profile Assumptions: IPO between 2001 and 2005 No International Expansion Funding available from VC Summary: Display Range is from 7.59 to 80.07 Entire Range is from 5.96 to 158.79 After 10,000 Trials, the Std. Error of the Mean is 0.16 Statistics: Value 10000 39.95 37.63 --16.10 259.19 1.14 5.65 0.40 5.96 158.79 152.83 0.16 Trials Mean Median Mode Standard Deviation Variance Skewness Kurtosis Coeff. of Variability Range Minimum Range Maximum Range Width Mean Std. Error Forecast: VC 10,000 Trials Frequency Chart 211 Outliers .022 222 .017 166.5 .011 111 .006 55.5 .000 0 7.59 25.71 43.83 61.95 80.07 22 Duke Fuqua Case Teaching Note: Probil 01-456-113 Exhibit G – International Expansion Option Risk Profile Assumptions: IPO between 2001 and 2005 International Expansion in 2001 or 2002 Funding available from VC Statistics: 2001 10000 43.30 40.89 --17.51 306.60 1.10 5.49 0.40 5.65 168.54 162.89 0.18 Trials Mean Median Mode Standard Deviation Variance Skewness Kurtosis Coeff. of Variability Range Minimum Range Maximum Range Width Mean Std. Error 2002 10000 43.84 41.34 --17.94 322.00 1.11 5.48 0.41 5.72 172.55 166.83 0.18 Forecast: Expansion in 2001 10,000 Trials Frequency Chart 168 Outliers .024 239 .018 179.2 .012 119.5 .006 59.75 .000 0 5.65 26.47 47.28 68.09 88.91 Forecast: Expansion in 2002 10,000 Trials Frequency Chart 187 Outliers .022 223 .017 167.2 .011 111.5 .006 55.75 .000 0 9.20 29.45 49.71 69.97 90.22 23 01-456-113 Duke Fuqua Case Teaching Note: Probil Exhibit H – Strike Price Strategies Risk Profiles Assumptions: IPO between 2001 and 2005 No International Expansion Funding available from VC Strike price varies according to multiplier of base case NPV in each year Overlay Chart Cum ulative Difference .021 1.5 - 1.5 1.5 - 1.0 .011 1.5 - 0.5 .000 1.0 - 1.0 -.011 1.0 - 0.5 0.5 - 0.5 -.021 10.00 23.75 37.50 51.25 65.00 Note: The overlay chart above is a difference chart, the line that has the highest positive difference is the best option. In this case using an initial multiplier of 1.0 that remains constant throughout the year. Initial Multiplier Final Multiplier Mean Median Standard Deviation Variance Skewness Kurtosis Coeff. of Variability Range Minimum Range Maximum Range Width Mean Std. Error 1.5 1.5 39.47 37.11 16.18 261.77 1.17 5.72 0.41 5.96 158.79 152.83 0.16 1.5 1.0 39.33 36.77 16.33 266.60 1.17 5.60 0.42 5.96 158.79 152.83 0.16 1.5 0.5 39.15 36.64 16.48 271.61 1.13 5.49 0.42 5.19 158.79 153.59 0.16 1.0 1.0 39.95 37.63 16.10 259.19 1.14 5.65 0.40 5.96 158.79 152.83 0.16 1.0 0.5 39.85 37.53 16.10 259.10 1.12 5.60 0.40 5.19 158.79 153.59 0.16 0.5 0.5 38.74 36.55 15.41 237.45 1.14 5.68 0.40 5.78 153.78 148.00 0.15 24