Comparables Analysis and Precedents Transactions November 3, 2012 In partnership with the Joshua Jia Jules Koifman Alexander Banh | Instructor / CEO | Instructor | CSO Recruiting 1 Finance Interview Preparation Workshops • “Preparing for finance recruiting isn’t just skimming The Vault anymore. Students should study for recruiting like a course and do their homework, because the final exam is the interview.” – VP, recruiter for Queen’s • Like a course, there should be: “Homework:” regular readings are necessary Practice (mock interviews) Comprehensive, accessible resources for all interested students • The most important “exam” of any Commerce student’s life Introduction Enterprise Comparables Precedents Limestone Capital Offering 2 Finance Interview Preparation Workshops 6 Sessions: Saturdays at 4 p.m., Thursdays at 7 p.m.: November 3 – November 22 1. 2. 3. 4. 5. 6. Comparables Analysis and Precedent Transactions Discounted Cash Flows and Accounting Mergers & Acquisitions (M&A) Leveraged Buyouts (LBO) Market Questions Fit / Deals / Networking Rationale • • • Candidates differentiate themselves by knowing hard M&A and LBO questions Queen’s needs to offer comprehensive resources to continue being competitive Further Queen’s Commerce’s reputation as a career-minded institution Introduction Enterprise Comparables Precedents The Process 3 Information Sessions • • • • • Second week of November Look professional Meet people, get business cards or remember names, follow up Don’t ask fluffy, general questions just for the sake of asking them If you ask generic questions, you will get generic answers Ask about the business, deals, what they like about working at X firm Interviews • • First rounds: third or fourth week of November 80% technical Final rounds: fourth week of November or first week of December Mostly fit The dinner Be ready for exploding offers Introduction Enterprise Comparables Precedents Jobs in Capital Markets 4 Capital Markets Investment Banking Industry Groups: • Metals & Mining (BMO) • Financials • TMT (CIBC) • Real Estate (TD, Brookfield) • Healthcare • Consumer • Infrastructure • Diversified • Oil & Gas (Calgary) Equity Research Groups: • Equity • Fixed Income • Economic • Quantitative • Sovereign Sales & Trading Groups: • Equity • Fixed Income • Derivatives • Currencies • Automated Trading • Asset-Backed Securities Product Groups • M&A • Equity Capital Markets • Debt Capital Markets • Syndication • Restructuring Introduction Enterprise Comparables Precedents Enterprise Value 5 How is Enterprise Value calculated? • Two ways to think about Enterprise Value (EV) Value of the firm: both debt and equity Theoretical takeover price (no control premium) • Enterprise Value = Market Cap. + Preferred Equity + Minority Interest + Debt - Cash Why do we use Enterprise Value? • Market cap. only measures the equity value Ignores debt and preferred shares • Enterprise value represents the value of the firm to both debt and equity holders The market value of all capital invested in the business • Multiples using EV are more comparable Introduction Enterprise Comparables Precedents Enterprise Value 6 Why do we subtract cash? • Imagine buying a company that consisted of the following: Piggy bank with $99 inside The “piggy” is worth $1 • EV represents the theoretical takeover price Let the owner keep the $99, pay $1 for the piggy Buying cash with cash is redundant, so we net it out Paying off debt with cash • If a company only has $10 of debt and $10 of cash on its balance sheet, it has an Enterprise Value of zero You can pay off the $10 of debt with $10 of cash; this company is worthless Debt - Cash = Net Debt Introduction Enterprise Comparables Precedents Enterprise Value 7 Why do we add preferred equity? • In accounting, equity refers to both common and preferred equity • In finance, equity value (market cap.) only consists of common shares • Preferred equity is treated more like debt Price doesn’t move much, dividends are like interest Introduction Enterprise Comparables Precedents Multiples 8 What are multiples? • When we buy stock, we are paying to “own” a piece of a company’s cash flows Although we don’t receive the cash, market price should adjust to reflect changes in expectations of these projected cash flows • Multiples: how much the market is valuing a company relative to the value stakeholders are receiving, e.g. how much cash that company is generating How long before I get my money back? • Assume price to earnings ratio of 5 Paying $5 for $1 of earnings 5 years before those earnings add up to original price paid Introduction Enterprise Comparables Precedents Common Multiples 9 Equity Multiples • • Enterprise Multiples • Price / Earnings: how much are Enterprise Value (EV) / EBITDA: how shareholders paying for $1 of earnings? much are stakeholders (both Price / Book: how much are bondholders and shareholders) paying shareholders paying for $1 of equity for $1 of EBITDA generation? book value? Book represents book value of • EV / EBIT • EV / Revenue equity per share • Price / Tangible Book Value Tangible Book Value does not include intangible assets like patents and Goodwill • Price / Cash Flow Operating cash flow per share Introduction Enterprise Comparables Precedents Forward Multiples 10 Valuing future growth vs. historical growth • Historical last twelve months (LTM) vs. projected next twelve months (NTM) • Historical multiples include EV / LTM EBITDA, EV / LTM Revenue, and Price / LTM EPS • Forward multiples include EV / NTM EBITDA, EV / NTM Revenue and Price / NTM EPS • Price / Earnings-to-Growth Known as PEG Price / Earnings Ratio Annual EPS Growth • Most people prefer forward multiples because it accounts for projected growth • LTM results may be a poor proxy for projected growth because of: One-time charges Tax (NOLs) Past ≠ Future circumstances have changed Introduction Enterprise Comparables Precedents Apples-to-Apples 11 Multiples must be consistent • Numerator / Denominator must be the same “unit” Dividing kilometers by miles is not meaningful Apples-to-Apples vs. Apples-to-Oranges • Equity value metrics and enterprise value metrics are different Value to shareholders vs. value to ALL stakeholders (shareholders, bondholders, preferred shareholders) Introduction Enterprise Comparables Precedents Apples-to-Apples 12 Multiples must be consistent • Price / Revenue is not meaningful Price represents the market value of equityholder’s holdings Revenue goes to ALL stakeholders • EV / Earnings is not meaningful Enterprise value represents the value of the entire firm Earnings represents value to shareholders since interest has been deducted Introduction Enterprise Comparables Precedents EV / EBITDA vs. P / E 13 Why is EV / EBITDA generally better than P / E? • P / E is an equity metric, while EV / EBITDA is an enterprise metric P / E only looks at equity portion, ignores debt / preferred shareholders • P / E is not capital structure neutral P / E is highly dependent on leverage More debt more risk to shareholders shareholders demand lower P / E Even if debt is cheaper than equity, the P / E metric will penalize companies who choose to finance through debt Using P / E to value companies violates M&M theory • EV / EBITDA is capital structure neutral The mix of equity and debt does not change EV assuming similar cost of capital Doesn’t matter how you “slice the pie”, total EV is the same Introduction Enterprise Comparables Precedents Earnings vs. EBITDA 14 What are some issues with using earnings? • Earnings are subject to manipulation, one-time charges, differing accounting policies, non-cash expenses, and ambiguity e.g. Enron Why do we like EBITDA? • EBITDA is more similar to cash flow and is capital structure neutral Less room for manipulation Ignores D&A, a non-cash expense Ignores interest expense; EBITDA is available to shareholders, bondholders, and preferred shareholders • EBITDA is a proxy for cash flow available to all stakeholders Introduction Enterprise Comparables Precedents Advantages of P / E 15 When is P / E better than EV / EBITDA? • If interest is a part of a company’s cost of doing business Banks, financial institutions Financial • If companies in the industry have negligible amounts of debt Tech companies Junior mining companies Volatile businesses (e.g. startups) • If you are valuing a minority investment Equity investments with <50% ownership No control over enterprise, therefore enterprise multiples are inappropriate • P / E is easier to calculate than EV / EBITDA Introduction Enterprise Comparables Precedents Minority Interest 16 What is minority interest? • Also known as “non-controlling interest” • If we own more than 50% of a subsidiary, we consolidate our financial statements with the subsidiary’s • Even if we own only 51% of Company S, 100% of Company S’s income statement line items are added to our income statement line items • However, only 51% of Company S’s balance sheet line items are added to our balance sheet items 49% of Company S’s net assets (assets – liabilities) go into “minority interest” • Minority interest is the part of a subsidiary that we don’t own Found in equity section of balance sheet (IFRS) Introduction Enterprise Comparables Precedents Minority Interest 17 How do we consolidate the parent and subsidiary? Parent Corp. Subsidiary Corp. -Income Statement -Income Statement -Balance Sheet -Balance Sheet • • • • Consolidated Entity (Reported by Parent Corporation) Combined Balance Sheet, line-by-line Combined Income Statement, line-by-line Eliminate things like • inter-company gains and losses • inter-company balances (Assets/Liabilities) • Parent’s investment in the subsidiary company Minority interest reported (the percent of the subsidiary not owned by the parent) on both statements Introduction Enterprise Comparables Precedents Minority Interest 18 Why do we add minority interest to get Enterprise Value? • EV = Market Cap + Preferred Equity + Debt – Cash + Minority Interest • In enterprise multiples, EV is the numerator, and an income statement line item is often the denominator • Denominator: Income statement line items are consolidated and include 100% of the subsidiary’s (Company S) income statement line items • Numerator: Market Cap + Preferred Equity + Debt accounts for 51% of Company S The 49% we don’t own is not factored into the prices of the parent’s stock, bonds, or preferred shares To make the numerator consistent with the denominator, we add in the 49% of Company S we don’t own (minority interest) • To make multiples like EV / EBITDA, EV / EBIT and EV / Revenue an “apples-toapples” comparison, we add minority interest Introduction Enterprise Comparables Precedents Minority Interest 19 EV / EBITDA Apples-to-Apples Add the portion of the subsidiary we don’t own so numerator and denominator are consistent Market Capitalization + Minority Interest + Preferred Equity + Debt – Cash subsidiary consolidated by adding minority interest Enterprise Value subsidiary consolidated from accounting rules EBITDA Introduction Enterprise Comparables Precedents Equity Method 20 What if we only own 20 to 50% of a company? • Use the Equity Method • If we bought 20% of Company E, we get 20% of Company E’s net income Ignore Company E’s stock price • Company E is worth $100, we pay $20 Balance sheet item Investment in Company E: $20 • If Company E reports $10 of net income, we get 20% of that $2 Investment in Company goes up by $2 (Debit) Investment income goes up by $2 (Credit) Introduction Enterprise Comparables Precedents Investments 21 Short Term Investments • Short-term investments with less than 20% control Also known as investments held for trading • Mark-to-market • Unrealized gains or losses flow straight to Net Income Long Term Investments • Long-term investments with less than 20% control Also known as investments available for sale • Unrealized gains or losses flow through Other Comprehensive Income (OCI) Only flows through net income after investment is sold Introduction Enterprise Comparables Precedents Comparable Companies Analysis 22 What is comparable companies analysis? • Looking at similar companies and seeing how they are valued on a multiples basis Common multiples include EV / EBITDA, EV / Revenue, P / B • Taking the average (median) multiple e.g. 6.0x EV / EBITDA • Apply to target company’s metric to get implied valuation Target company’s EBITDA is $5 mm 6.0 x $5 mm = $30 mm implied enterprise value Valuing a house • Similar to valuing a house • Look at how much surrounding houses are worth relative to square feet (or other metric) • Find median price-to-square feet multiple • Apply this multiple to number of square feet in target house to get implied valuation Introduction Enterprise Comparables Precedents Comparable Companies Analysis 23 Issues? • Are mansions comparable to normal houses? Size must be comparable • What other features might affect how much houses are worth? Number of garage doors? Number of bedrooms? Bathrooms? Furnished? • Should price-to-square-feet be the only multiple? Introduction Enterprise Comparables Precedents Comparable Companies Analysis 24 Pros • Market-based valuation DCFs often do not reflect short-term market conditions Reflects market trends: poor market lower multiples lower implied value • Useful when a DCF is impossible or hard to do IPO Private companies with limited information Minority investments • Shortcut to a DCF Assume comparables are valued efficiently by the market in a DCF fashion If every house around you has been appraised, do you really need an appraisal? • Less room for manipulation compared to DCF Provides a benchmark value based on similar companies Introduction Enterprise Comparables Precedents Comparable Companies Analysis 25 Cons • Does not account for synergies or control premiums in M&A analysis • Doesn’t explain market inefficiencies If market is irrational, then valuation may be irrational • Difficult to find comparable companies e.g. Facebook • May not accurately reflect intrinsic value in small-cap, thinly traded stocks • Disconnect from company’s projected cash flows • Ignores company specific issues Introduction Enterprise Comparables Precedents 26 Comparable Companies Analysis Using the Quick Comps Capital IQ feature 1. Select company in Capital IQ search bar 2. Select “Quick Comps” Introduction Background Enterprise Situation Comparables Solution Precedents Implementation Comparable Companies Analysis 27 Using the Quick Comps Capital IQ feature 1. Scrutinize automatically generated list of comparables 2. Add and delete companies Export to Excel Add Delete Introduction Enterprise Comparables Precedents 28 Comparable Companies Analysis Using Bloomberg to build comps 1. Select company 2. Type in: RV (stands for relative valuation) 3. Add and delete companies to the list 4. Go to “Edit Comparables” if you want to add different columns (e.g. P / NAV) 5. Export to Excel 6. If file is saved on the same computer, file will automatically update Introduction Enterprise Comparables Precedents Comparable Companies Analysis 29 Complete Process 1. Select the universe of comparable companies Competitors, look at research reports Pull research reports from Bloomberg / Capital IQ 2. Locate the necessary financial information Canada: Pull annual / quarterly reports from SEDAR, pull investor presentations United States: Pull 10Ks / 8Ks from EDGAR Research reports / Factset / Bloomberg for forward estimates 3. Spread key statistics, ratios, and trading multiples Measure profitability, growth, returns and credit strength 4. Benchmark the comparable companies Scrutinize list of companies, delete ones that are not comparable 5. Determine valuation Introduction Enterprise Comparables Precedents Comparable Companies Analysis 30 Selecting your universe of comparables • Make sure companies have similar traits in the following areas Operational • • • • • • • Financial • • • • • Industry Products Business is this a pure play? Location different tax codes Cyclicality Customers Distribution channels Introduction Enterprise Comparables Size Leverage Projected growth Risk profile Shareholder base Precedents Comparable Companies Analysis 31 Valuation Ticker Current Share Price % of 52-wk. High BBY:NYSE $ 18.24 64% $ RSH:NYSE GME:NYSE TGT:NYSE WMT:NYSE $ 2.79 $ 23.15 $ 64.67 $ 74.50 20% 87% 74% 99% 2013E Sales 6,723 0.1x 0.1x 2.6x $ 288 $ 450 $ 2,673 $ 2,535 $ 42,351 $ 58,673 $ 251,537 $ 254,048 0.1x 0.3x 0.8x 0.6x 0.1x 0.3x 0.8x 0.9x Mean Median 0.4x 0.4x High Low 0.8x 0.1x Best Buy Co. Inc 6,238 Enterprise Value Enterprise Value / LTM 2013E EBITDA EBITDA LTM Sales Company Equity Value $ LTM EBIT 2013E EBIT 2.6x 3.1x 3.9x 4.6x 3.4x 7.9x 7.3x 3.7x 3.3x 7.7x 6.7x 20.7x 4.4x 11.0x 9.6x 16.5x 4.3x 10.9x 8.7x 0.5x 0.5x 5.8x 6.0x 5.3x 5.2x 11.4x 10.3x 10.1x 9.8x 0.9x 0.1x 7.9x 3.4x 7.7x 3.3x 20.7x 4.4x 16.5x 4.3x Comparables Radioshack Gamestop Target Wal-Mart Stores • • • • How can we find implied value? Take median multiple (e.g. EV / LTM Sales, EV / ‘13E EBITDA) Multiply with BestBuy’s corresponding metric (e.g. LTM Sales, ’13E EBITDA) Valuation typically presented in a range Introduction Enterprise Comparables Precedents Comparable Companies Analysis 32 Issues? Ticker Current Share Price % of 52-wk. High BBY:NYSE $ 18.24 64% $ RSH:NYSE GME:NYSE TGT:NYSE WMT:NYSE $ 2.79 $ 23.15 $ 64.67 $ 74.50 20% 87% 74% 99% 2013E Sales 6,723 0.1x 0.1x 2.6x $ 288 $ 450 $ 2,673 $ 2,535 $ 42,351 $ 58,673 $ 251,537 $ 254,048 0.1x 0.3x 0.8x 0.6x 0.1x 0.3x 0.8x 0.9x Mean Median 0.4x 0.4x High Low 0.8x 0.1x Best Buy Co. Inc 6,238 Enterprise Value Enterprise Value / LTM 2013E EBITDA EBITDA LTM Sales Company Equity Value $ LTM EBIT 2013E EBIT 2.6x 3.1x 3.9x 4.6x 3.4x 7.9x 7.3x 3.7x 3.3x 7.7x 6.7x 20.7x 4.4x 11.0x 9.6x 16.5x 4.3x 10.9x 8.7x 0.5x 0.5x 5.8x 6.0x 5.3x 5.2x 11.4x 10.3x 10.1x 9.8x 0.9x 0.1x 7.9x 3.4x 7.7x 3.3x 20.7x 4.4x 16.5x 4.3x Comparables Radioshack Gamestop Target Wal-Mart Stores • • Are these companies really comparable with BestBuy? Sometimes it is difficult to find truly comparable companies Introduction Enterprise Comparables Precedents Comparable Companies Analysis 33 Establishing Multiple Range Note: this example is unrelated to the BestBuy example Closest Comparable A 4.0x Low Closest Comparable A 5.0x Closest Comparable C 6.0x 6.5x Median High Mean Selected Multiple Range Introduction Enterprise Comparables 7.0x Precedents Comparables Valuation 34 EV / EBITDA Valuation • Establish EV / EBITDA range from comparables Decide range by analyzing closest comparables, median, mean, high and low Build range for LTM, 2012E, and 2013E • Multiply to company’s EBITDA (LTM, 2012E and 2013E) • Arrive at Implied Enterprise Value range • Less: Net Debt (Debt – Cash) Assume no minority interest or preferred equity in this case • Arrive at Implied Equity Value • Divide by Fully Diluted Shares Outstanding EBITDA LTM 2012E 2013E Introduction Less: Financial Implied Net Metric Multiple Range Enterprise Value Debt 50 55 80 10.0x - 13.0x 9.0x - 12.0x 8.0x - 11.0x Enterprise $500 - $650 495 660 640 880 Implied Equity Value ($100) $400 ($100) 395 ($100) 540 - Comparables $550 560 780 Precedents Fully Diluted Shares Implied Share Price 100 100 100 $4.00 - $5.50 3.95 - 5.60 5.40 - 7.80 Precedents Transactions 35 Similar to comps, but focused on transactions • Comparable transaction analysis Looks at historical transactions • Similar multiples, but EV is based on EV paid as opposed to market-implied EV EV Paid / EBITDA, EV Paid / Revenue • Valuation derived from precedents will typically be higher than comparables and DCF because of control premium • Control premium: Synergies Ability to control timing of cash flows Ability to change management, improve business • Precedents are similar to valuing your house based on how much surrounding houses were bought for on a price-to-square-feet basis Introduction Enterprise Comparables Precedents Precedents Transactions 36 Precedents Example Enterprise Value / Date Announced Acquirer Target 03/11/2010 30/10/2010 22/06/2010 15/04/2010 01/10/2009 A B C D E K L M N O 01/07/2009 06/07/2008 F G P Q 09/11/2008 H R 21/06/2008 I S 20/03/2007 J T Transaction Type EBITDA Margin Equity Value / Premiums Paid LTM Days Prior to Unaffected Net Income 1 7 30 Cash Cash / Stock Cash Stock Cash $1,600 900 600 1,300 200 $1,900 1,200 800 1,350 250 1.5x 1.2x 1.1x 1.6x 1.3x 8.0x 7.6x 7.1x 8.5x 7.7x 9.1x 8.7x 8.1x 12.5x 9.2x 18% 16% 15% 19% 17% 13.6x 13.9x 12.0x 14.4x 13.3x 30% 29% NA 29% NA 27% 32% NA 36% NA 33% 31% NA 34% NA Stock Cash 2,800 1,600 3,000 2,000 1.4x 1.2x 8.0x 7.5x 10.7x 9.3x 18% 15% 17.7x 12.4x 33% 38% 31% 42% 36% 43% Cash 900 950 1.2x 7.3x 8.3x 16% 13.1x 34% 35% 36% Cash 1,300 1,800 1.0x 7.2x 8.3x 13% 16.0x 35% 37% 39% Cash 370 600 0.9x 6.5x 8.1x 14% 10.6x NA NA NA Mean Median 1.2x 1.2x 7.5x 7.5x 9.2x 8.9x 16% 16% 13.7x 13.4x 33% 33% 34% 35% 36% 36% High Low 1.6x 0.9x 8.5x 6.5x 12.5x 8.1x 19% 13% 17.7x 10.6x 38% 29% 42% 27% 43% 31% Introduction Public / Public Public / Public Public / Private Public / Public Sponsor / Private Public / Public Sponsor / Public Sponsor / Public Sponsor / Public Public / Private Purchase Equity Enterprise LTM LTM LTM Consideration Value Value Sales EBITDA EBIT LTM Enterprise Comparables Precedents Precedents Transactions 37 Pros • Market-based Based on actual acquisition multiples paid for comparable companies Recent transactions reflect current market trends, economic conditions, etc. • Simple to use Recent, key transactions provide a benchmark acquisition multiples • Objective Based on actual acquisitions, does not make assumptions about the future Introduction Enterprise Comparables Precedents Precedents Transactions 38 Cons • Time lag Markets could be very different during the time the acquisition took place • Lack of comparable acquisitions May be difficult to find recent acquisitions with similar deal terms, line of business, financial ratios, scale, context, etc. • Information could be hard to find Private and / or small transactions sometimes have very little data • Each acquisition is unique Different deal terms Different motivations, plans to turn around business Different synergies to be realized Introduction Enterprise Comparables Precedents More Multiples 39 Resource • P / NAV: used in mining and energy NAV is a DCF on each of a Finance / Real Estate • P / B and P / E for banks • EV / AUM for asset management firms company’s assets, using a different discount rate for each project • AUM = Assets Under Management • EV / Production FFO = Funds from Operations Measured in BOE / day (barrels of oil equivalent) or Tonnes / day (metric tons) • EV / Reserves EV / Proven Reserves (1P) EV / Proven + Probable (2P) 1P 90%, 2P 50%, 3P 10% EV / FFO for REITs Net Income + D&A • EV / AFFO AFFO = Adjusted Funds from Ops FFO + Rent Increases + Certain CAPEX Items More Multiples 40 Tech Retail • EV / Registered Users • EV / Square Feet of Retail • EV / Pageviews • EV / EBITDAR • EV / Unique Visitors Add back rent to EBITDA • EV / Subscribers Some retail firms choose to rent, others choose to buy stores EBITDAR does not penalize retail Airlines • EV / Planes • EV / Passengers firms for renting