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Financial Modelling: Turin, May 2016
Financial Modelling: Turin, May 2016
5
The basic structure of a model
Personnel Customers
Suppliers Banks
6
A good EXCEL model must be «FAST»
FLEXIBLE: it must be able to change easily ACCURATE: the model should indicate the
the assumptions and to make different key drivers of the business without going into
scenario analyses from other different users unnecessary details. Do not forgot that a
model is a good replication of reality, not the
reality itself (e.g. taxation)
7
The basic rules of a good EXCEL model
LINK: all links must be directed to other cells in other work sheets or excel files
INPUT/COSTANTS: all numbers must be entered manually; they must be used for
hystorical datas and for input cells in the part of the model of assumptions.
FORMULAS: all formulas; even used for formulas that includes link to other sheets or
files but NOT DIRECT LINKS (e.g. Sum of two numbers that are both input)
TEXT: you can leave it in black, even though technically it should be blue because
manually enterd (you have tu use blue if our cell is a text input)
8
The basic rules of a good EXCEL model
PARALLELISM BETWEEN THE SHEET COLUMNS (especially between input and output)
9
The basic rules of a good EXCEL model
10
The basic rules of a good EXCEL model
The formatting:
• $, €: only in the first and in the last line
• Decimals: normally they do not enter decimal (exception is the stock price, if the numbers
are in thousands or millions or any important inputs, such as the price per liter of fuel)
• Date: dd/mm/yyyy or only yyyy; to calculate the previous year and the next in Excel you
can use these formulas:
11
The basic rules of a good EXCEL model
The Formatting
• Borders: used for the most important inputs and margins, in order to highlight subtotals.
Do not over-use the borders to enhance readability
• Alignment: generally keeps the left alignment for text and the right one for values. You
can centralize the most important inputs and use «Center across selection» for titles that
span multiple columns.
• DO NOT USE THE «MERGE» CELLS
• Bold:
o Major titles (Revenues, Earnings, EBITDA, Invested Capital, Etc)
o Date
o Important Input
• Italics:
o Percentages %
o Variations against the previous year
12
Introduction to corporate valuation methods
WHY VALUE A COMPANY?
14
The 3 myths and the 6 truths on valuation models
MYTH 3: more the valuation model is quantitative, more accurate will be the valuation
• TRUTH 3.1: the understanding of a valuation model is inversely proportional to the number of inputs
required for the model
• TRUTH 3.2: valuation models simple return better results than complex models
17
REMEMBER!
In each valutation (no matter what method is used) it is
based on ASSUMPTIONS (which may be right or wrong)!
19
Price vs Value ?
20
Price vs Value
VALUE of the interest rates); they are therefore opinions and estimates.
The value can be seen as result of an analytical calculation using
quantitative and qualitative approaches that we will analyze
When prices and values coexist may not coincide in any way
VALUE
(W)
Other external variables
Fluidity or rigidity of capital related to the businesses
Effectiveness of financial markets
Demand/supply cycle of the risk capital
Ongoing processes of concentration in the sector
PRICE
(P)
22
The main categories used to determine the corporate value
Relative valuation
The value of an asset is estimated looking at the price of
«comparable» assets compared to a common variable such as
earnings, cash flows, book value or sales value
23
Corporate valuation as value
The value of economic capital is estimated considering the cash flows generated by the
company
25
The financial model: asset side valuation and equity side valuation
EQUITY
VALUE
FREE CASH FLOW TO FREE CASH FLOW TO
THE FIRM (FCFO) EQUITY (FCFE)
ENTERPRISE
VALUE
NET DEBT
26
The cash flow summarizes both documents
Change in Cash
NET CASH FLOW
Short Term Debt changes
CHANGE IN CASH
27
Discounted Cash Flow (DCF)
DCF
Description
In the cash flows evaluation, the value of an asset is the present value
What is it?
of expected cash flows of the activity
Philosophical Each activity has an intrinsic value that can be estimated, based on its
basis
characteristics in terms of cash flows, growth and risks
Market
It’s assumed that the markets assessment of activities over time and
inefficiencies
that they will be correct over time, when they get new informations
about activities
35
DCF
36
Financial methods
Present Value
Proposition 1: because an activity has value, the expectation of cash flow should be
positive more than the activity’s duration
Proposition 2: activities that generate flows previously have more value than activities
that generate them later
37
DCF
1. The DCF valuation is less exposed to the moods and the perceptions of the market
2. The valuation forces you to think about the characteristics that form the basis of a company
and understand its implications
3. It requires much more infromations and implicit inputs compared to other valuation approaches
4. These inputs are difficult to estimate and can be manipulated by analysts
5. The quality of the analysts depends on how the latter are able to reduce the amount of handling
6. Theres is no assurance that the estimations are over or undervalued
7. Approach designed for companies that owe their value to the ability to generate cash flows in
the future
8. It works best for activities that have a long time horizon, allowing time to correct its errors of
valuation and the price to return to its true value
38
In estimating the Cash Flows do not forget the 10 commandments
1) The devaluation is not a cash flow, but concerns 8) Do not forget the lasting value (terminal value o
only the taxation residual)
• Liquidation value: estimate the profits from
2) Do not ignore investments in Fixed Assets the sale of assets after an initial planned
(Expenditures for Capital Assets) period. (Recovery of the investment in
working capital, tax shields or fixed assets but
3) Do not ignore investments in Net Working Capital loss in the value of on-going business)
• Include only changes in Operating Working • Perpetual growth: Assume that the cash flows
Capital. Short-term debts, cash flows in grow at a constant rate in perpetuity.
excess and securities market do not have to
be taken into consideration. FCF
4) Separate funding decisions from investment T
FCFt kg
decisions: evaluating them as if fully financed by W D
t 1 1 k 1 k
equity t T
6) The opportunity costs can not be ignored 10) Include cash flows in excess, real properties, pension
7) Overheads funds, bonds in stock options, and other important
elements of the budget.
39
The steps required to go to a proper application of the DCF
1°STEP Study the target company and determine the Key Performance Drivers
5°STEP Calculate the Present Value and determine the estimation of the value
40
STEP 1: study the target company and determine the Key
Performance Drivers
41
STEP 2: estimate the Free Cash Flow from operating ectivities
The FCF is the cash generated by the company after the release
generated by the operating activity, the associated taxes,
investments and the working capital.
42
Some items to consider in drawing up projections of the plan
The analysis of historical Typically you use a time Based on the data provided
data (growth rates, margins, horizon of 5 years but by management
ratios) are the first depends on the industry, («management case»), you
indicators of future from the stage of must define a «base case»
performance development and ease of prudential
It’s important to analyze the predicting the future The base case is
data «as is» most remote financial performance constructed from interviews
possible, but the last the 3 The goal is to reach the targeting the key figures of
years are a great proxy «steady-state»; new the company (commercial
Purified from extraordinary markets (10yrs) – mature director, CEO, CFO, etc.)
items (normalization from markets (5yrs) Implementation of «best»
extraordinary items) and «worst» case
43
Output situation «as is», five-year projection and FCF
Operating Scenario 1
Mid-Year Convention Y Historical Period CAGR Projection Period CAGR
2005 2006 2007 ('05 - '07) 2008 2009 2010 2011 2012 2013 ('08 - '13)
Sales $780,0 $850,0 $925,0 8,9% $1.000,0 $1.080,0 $1.144,8 $1.190,6 $1.226,3 $1.263,1 4,8%
% growth NA 9,0% 8,8% 8,1% 8,0% 6,0% 4,0% 3,0% 3,0%
COGS 471,9 512,1 555,0 600,0 648,0 686,9 714,4 735,8 757,9
Gross Profit $308,1 $337,9 $370,0 9,6% $400,0 $432,0 $457,9 $476,2 $490,5 $505,2 4,8%
% margin 39,5% 39,8% 40,0% 40,0% 40,0% 40,0% 40,0% 40,0% 40,0%
SG&A 198,9 214,6 231,3 250,0 270,0 286,2 297,6 306,6 315,8
EBITDA $109,2 $123,3 $138,8 12,7% $150,0 $162,0 $171,7 $178,6 $183,9 $189,5 4,8%
% margin 14,0% 14,5% 15,0% 15,0% 15,0% 15,0% 15,0% 15,0% 15,0%
Depreciation & Amortization 15,6 17,0 18,5 20,0 21,6 22,9 23,8 24,5 25,3
EBIT $93,6 $106,3 $120,3 13,3% $130,0 $140,4 $148,8 $154,8 $159,4 $164,2 4,8%
% margin 12,0% 12,5% 13,0% 13,0% 13,0% 13,0% 13,0% 13,0% 13,0%
Taxes 35,6 40,4 45,7 49,4 53,4 56,6 58,8 60,6 62,4
EBIAT $58,0 $65,9 $74,6 13,3% $80,6 $87,0 $92,3 $96,0 $98,8 $101,8 4,8%
Plus: Depreciation & Amortization 15,6 17,0 18,5 20,0 21,6 22,9 23,8 24,5 25,3
Less: Capital Expenditures (15,0) (18,0) (18,5) (20,0) (21,6) (22,9) (23,8) (24,5) (25,3)
Less: Increase in Net Working Capital (8,0) (6,5) (4,6) (3,6) (3,7)
Unlevered Free Cash Flow $79,0 $85,8 $91,4 $95,3 $98,1
Attention!!!
It’s a mistake to focus on one template and on a rigid model always
keeping in mind the basic rules of financial modeling!
44
STEP 3: Calculate the Weighted Average Cost of Capital (discount
rate)
Definitions
What is it? • It’s the discount rate used and accepted anywhere in the world to calculate
the present value of the FCF and the Terminal Value of a company in the
DCF
• Since the Debt or Equity have different risk profiles and taxation, the
WACC depends on the capital structure of the target company
• Companies with different risk profile may have different capital costs for
different business each will have its specific WACC
49
STEP 3: Calculate the Weighted Average Cost of Capital (discount
rate)
D E
WACC = (rd x (1-t)) x re x
D+E + D+E
re = cost of equity
rd = cost of debt
t = tax rate
D = market value of the debt
E = market value of the equity
50
The calculation of the WACC
51
Determine the target capital structure (1/2)
• The WACC is determined by choosing the capital structure of the Company in the long-term goal:
D/D+E | E/D+E
• In the absence of specific guidance on the optimal structure of the capital, you can examine the
current and historical capital structure and the capitalization of the main competitors: for example
comparables listed companies
• Once you have chosen the ideal capital structure, it’s assumed to remain constant for the duration
of the plan
52
Determine the target capital structure (2/2)
53
Estimate the cost of debt (rd)
The cost of debt reflects the credit profile and capital structure objective, which are
influenced by many factors:
• Dimension
• Sector
• Development forecasts
• Credit rating
• Statistics of credit
• Financial policies
• Acquisition strategies
54
Estimate the cost of debt (rd)
55
Estimate the cost of equity (re)
The cost of equity is the rate of return that you expect to receive those who take equity in
the company (including dividends)
Unlike the cost of debt, obtained from the analysis of the creditworthiness of the
company, the cost of equity is not obtainable from the market
For its calculation using the formula of «CAPITAL ASSET PRICING MODEL (CAPM)»
Cost of equity (re) = Risk-free rate + Levered Beta x Market Risk Premium
56
Estimate the cost of equity (re)
Cost of equity (re) = Risk-free rate + Levered Beta x Market Risk Premium
rf = risk-free rate
BL = levered beta
Rm = return expected by the market
Rm - Rf = market risk premium
SP = size premium
57
Estimate the cost of equity (re)
Definitions
58
Estimate the cost of equity (re)
Definitions
Market Risk • It’s the differential (spread) between the expected return from the market
Premium and the yield on a risk-free asset
• Value that is based on the empirical concept that the more a company is
Size premium
small, the greater will be its intrinsic risk and therefore should have a
higher cost of capital.
59
Estimate the cost of equity (re): calculation of the beta
Definitions
• The rate of return of the market is commonly enclosed by the rate of return
of the S&P 500
• A share with beta equal to 1, means that the expected return is equal to
that of the market
• A share with beta less than 1, means that the share has less systemic risk
than the market
• A share with beta greater than 1, means that the share has a greater
systemic risk than the market
• Mathematically, the CAPM holds that risk in fact to high beta you get an
increase in the cost of equity (higher risk = higher expected return)
60
The variables that influence beta
61
Calculation of the beta
The calculation of the WACC for a company requires that the beta of a group of
comparable companies that may or may not have a capital structure similar to the
structure target
62
Estimate the cost of equity (re): calculation of the beta
63
Estimate the cost of equity (re): calculation of the beta
64
Calculate the WACC
D E
WACC = (rd x (1-t)) x re x
D+E + D+E
65
Example of calculation of the WACC
66
Caso Machinery&Co: WACC
STEP 4: Determine the Terminal Value
68
STEP 4: Determine the Terminal Value
NOT being possible to estimate the FCF infinite must capture in TERMINAL
VALUE (TV) the value of company’s FCF after the duration of the plan.
• It’s importante thet the last year of projections has a regular level
of «maturity» and that does not reflect the cyclical nature of the
business
69
STEP 4: Determine the Terminal Value
TERMINAL VALUE
PERPETUITY GROWTH
EXIT MULTIPLE METHOD
METHOD
Check
70
Exit Multiple Method (EMM)
71
Perpetuity Growth Method (PGM)
72
Caso Machinery&Co: Terminal Value
STEP 5: Calculate the Present Value and determine the value’s
estimation
Description Formula
Present value of a PV = FA x FC
Present Value future cash flow
74
STEP 5: Calculate the Present Value and determine the value’s
estimation
EQUITY VALUE
SHARE VALUE =
Number of shares in circolazione
75
STEP 6: Determine a range of value through sensitivity analysis
Enterprise Value
Cumulative Present Value of FCF $346,3
Terminal Value
Terminal Year EBITDA (2013E) $189,5
Exit Multiple 7,0x
Terminal Value $1.326,3
Discount Factor 0,59
Present Value of Terminal Value $787,1 Implied Equity Value and Share Price
% of Enterprise Value 69,4% Enterprise Value $1.133,3
Less: Total Debt (300,0)
Enterprise Value $1.133,3 Less: Preferred Securities -
Less: Noncontrolling Interest -
Plus: Cash and Cash Equivalents 25,0
76
Advantages and disadsvantages of DCF
ADVANTAGES DISADSVANTAGES
• Cash flow-based: reflects the value of • It depends on financial projections:
projected FCF that represents a more define accurate projections of FCF
solid method compared to market and very complex
multiples
• Sensitivity to assumptions: small
• Market indipendent: it does not changes in WACC, Multiples, margins,
consider potential changes due to growth rates can produce significant
market bubbles or periods of crisis changes in the valuation range
• Self-sufficient: mainly used when you • Terminal Value: the current value of
do not have many information sources the TV can also represent ¾ of
(Bloomberg, FactSet, etc.) and whene evaluation, it does reduce the
there are not many comparable relevance of the estimation of
companies estimated cash flows
77
Caso Machinery&Co: Valuation range and sensitivity
The multiples of comparable companies
Multiples
Multiples method
80
Multiples of comparable companies
Description
Description
82
The steps required to go for a correct application of the method of
multiples of comparable companies
83
The steps required to go for a correct application of the method of
multiples of comparable companies
84
The steps required to go for a correct application of the method of
multiples of comparable companies
• Depht analysis of the panel of comprable companies and the determination of the
ranking by the companies most comparable to the less comparable
(benchmarking)
• The differences between each company’s panel of reference in terms of growth
rates, profitability, leverage, etc. It’s carefully compared with the parameters of the
target company
85
The steps required to go for a correct application of the method of
multiples of comparable companies
• The multiples traded by comparable companies are the basis for determining
a valuation range of the target company
• Generally it determines the average and the median for the detection of the
reference range
• The indication of the value of “right” is taken from a small group of
comparable companies
86
1°STEP: selection of the panel of comparable companies
Pearl Corp. PRL Manufactures and distributes building products in North 8.850 11.323 12.750
America and internationally including roofing, siding, and
windows
Spalding Co. SLD Manufactures and distributes paints, coatings, brushes and 7.781 8.369 8.127
related products to professional, industrial, commercial, and
retail customers
Leicht & Co. LCT Designs, manufactures, and sells floor covering products for 7.456 9.673 8.109
residential and commercial applications
Drook Corp. DRK Manufactures and markets power tools and accessories, 5.034 6.161 6.708
hardware and doors in the United States and Europe
Goodson Corp. GDS Manufactures and markets gypsum, ceiling systems, cabinets 4.368 5.534 6.125
and doors
The DiNucci Group TDG Produces residential and commercial building materials, glass 3.772 5.202 6.489
fiber reinforcements, and other similar materials for composite
systems
Pryor, Inc. PRI Designs, manufactures and markets tools, diagnostics, 3.484 4.764 4.223
construction equipment, and engineered products, primarily in
the United States and Europe
87
2°STEP: obtaining necessary information for each company (1/2)
Market Valuation LTM Financial Statistics LTM Profitability Margins Growth Rates
Gross Net Sales EBITDA EPS
Equity Enterprise Gross Net Profit EBITDA EBIT Income Hist. Est. Hist. Est. Hist. Est. Est.
Company Ticker Value Value Sales Profit EBITDA EBIT Income (%) (%) (%) (%) 1-year 1-year 1-year 1-year 1-year 1-year LT
ValueCo Corporation NA NA NA $978 $372 $147 $127 $66 38% 15% 13% 7% 9% 8% 13% 8% NA NA NA
Tier I: Large-Cap
Vucic Brands VUC $8.829 $14.712 $8.670 $3.468 $1.739 $1.474 $603 40% 20% 17% 7% 11% 10% 11% 10% 11% 13% 16%
Pearl Corp. PRL 8.850 11.323 12.750 4.335 1.607 1.352 695 34% 13% 11% 5% 9% 7% 9% 7% 8% 9% 13%
Spalding Co. SLD 7.781 8.369 8.127 3.007 1.138 975 557 37% 14% 12% 7% 9% 6% 9% 6% 8% 6% 14%
Leicht & Co. LCT 7.456 9.673 8.109 2.879 1.281 1.014 525 36% 16% 13% 6% 9% 9% 9% 9% 8% 10% 11%
Drook Corp. DRK 5.034 6.161 6.708 2.415 885 738 407 36% 13% 11% 6% 10% 7% 9% 6% 10% 7% 10%
Overall
High 40% 20% 17% 7% 15% 10% 15% 13% 26% 17% 16%
Low 30% 10% 6% 3% 5% 6% 5% 6% 1% 5% 10%
88
2°STEP: obtaining necessary informations for each company (2/2)
General Return on Investment LTM Leverage Ratios LTM Coverage Ratios Credit Ratings
Implied Debt / Debt / Net Debt / EBITDA / EBITDA EBIT /
Predicted ROIC ROE ROA Div. Yield Tot. Cap. EBITDA EBITDA Int. Exp. - Cpx/ Int. Int. Exp.
Company Ticker FYE Beta (%) (%) (%) (%) (%) (x) (x) (x) (x) (x) Moody's S&P
ValueCo Corporation NA dic-31 NA 13% 10% 6% NA 31% 2,0x 2,0x 7,2x 6,2x 6,2x NA NA
Tier I: Large-Cap
Vucic Brands VUC dic-31 1,05 13% 11% 4% 2% 49% 3,2x 3,1x 4,3x 3,7x 3,7x Baa2 BBB
Pearl Corp. PRL dic-31 0,95 19% 14% 6% 4% 42% 2,3x 1,5x 7,0x 5,8x 5,9x Baa2 BBB+
Spalding Co. SLD set-30 1,15 23% 15% 8% 4% 22% 0,9x 0,5x 14,8x 12,4x 12,6x A3 A-
Leicht & Co. LCT dic-31 1,25 16% 13% 6% NA 36% 1,9x 1,7x 7,7x 6,7x 6,1x Baa3 BBB-
Drook Corp. DRK dic-31 1,10 20% 17% 6% 2% 40% 1,9x 1,3x 10,9x 9,7x 9,1x Baa2 BBB
Mean 1,10 18% 14% 6% 3% 38% 2,0x 1,6x 8,9x 7,6x 7,5x
Median 1,10 19% 14% 6% 3% 40% 1,9x 1,5x 7,7x 6,7x 6,1x
Mean 1,18 16% 12% 5% 2% 36% 1,9x 1,5x 8,0x 6,0x 5,9x
Median 1,15 17% 12% 6% 2% 34% 1,7x 1,5x 7,6x 5,8x 6,1x
Mean 1,16 14% 10% 5% 2% 43% 2,8x 1,7x 5,8x 4,0x 3,8x
Median 1,19 15% 9% 5% 2% 42% 2,6x 1,8x 5,2x 3,7x 3,2x
Overall
Mean 1,15 16% 12% 5% 3% 39% 2,3x 1,6x 7,6x 5,9x 5,7x
Median 1,15 16% 13% 6% 2% 40% 2,3x 1,5x 7,5x 4,9x 5,9x
High 1,35 23% 17% 8% 4% 51% 3,8x 3,1x 14,8x 12,4x 12,6x
Low 0,85 8% 5% 3% 2% 20% 0,9x 0,5x 3,7x 3,2x 2,0x
89
Determination of the range of value
Tier I: Large-Cap
Vucic Brands VUC $70,00 83% $8.829 $14.712 1,7x 1,6x 1,4x 8,5x 7,8x 7,2x 10,0x 9,3x 8,5x 20% 3,2,x 14,6x 13,6x 12,5x 16%
Pearl Corp. PRL 22,00 81% 8.850 11.323 0,9x 0,8x 0,8x 7,0x 6,7x 6,3x 8,4x 8,0x 7,4x 13% 2,3,x 12,7x 12,1x 11,3x 13%
Spalding Co. SLD 57,00 76% 7.781 8.369 1,0x 1,0x 0,9x 7,4x 7,1x 6,5x 8,6x 8,3x 7,6x 14% 0,9,x 14,0x 13,4x 12,3x 14%
Leicht & Co. LCT 85,00 82% 7.456 9.673 1,2x 1,1x 1,1x 7,6x 7,1x 6,7x 9,5x 8,9x 8,4x 16% 1,9,x 14,2x 13,3x 12,5x 11%
Drook Corp. DRK 78,25 74% 5.034 6.161 0,9x 0,9x 0,8x 7,0x 6,6x 6,2x 8,4x 7,9x 7,4x 13% 1,9,x 12,4x 11,7x 11,0x 10%
Mean 1,1x 1,1x 1,0x 7,5x 7,1x 6,6x 9,0x 8,5x 7,9x 15% 2,0x 13,6x 12,8x 11,9x 13%
Median 1,0x 1,0x 0,9x 7,4x 7,1x 6,5x 8,6x 8,3x 7,6x 14% 1,9x 14,0x 13,3x 12,3x 13%
Mean 0,9x 0,9x 0,8x 6,9x 6,6x 6,3x 9,6x 9,2x 8,7x 13% 1,9x 14,6x 14,0x 13,2x 14%
Median 0,9x 0,9x 0,8x 7,0x 6,7x 6,3x 9,4x 8,9x 8,6x 13% 1,7x 13,7x 13,5x 13,1x 14%
Mean 0,9x 0,9x 0,8x 6,7x 6,5x 6,0x 9,0x 8,7x 8,1x 14% 2,8x 14,8x 14,3x 13,3x 13%
Median 0,9x 0,9x 0,8x 7,0x 6,7x 6,3x 9,1x 8,7x 8,2x 14% 2,6x 14,3x 14,0x 13,1x 13%
Overall
Mean 1,0x 1,0x 0,9x 7,0x 6,7x 6,3x 9,2x 8,8x 8,2x 14% 2,3x 14,3x 13,7x 12,8x 13%
Median 0,9x 0,9x 0,8x 7,0x 6,7x 6,3x 9,1x 8,9x 8,3x 13% 2,3x 14,0x 13,4x 12,5x 13%
High 1,7x 1,6x 1,4x 8,5x 7,8x 7,2x 11,5x 11,0x 10,4x 20% 3,8x 19,9x 19,3x 17,9x 16%
Low 0,5x 0,5x 0,5x 5,5x 5,3x 5,0x 8,3x 7,9x 7,4x 10% 0,9x 11,8x 11,1x 10,0x 10%
90
Determination of the range of value
91
Determination of the range of value (approximate method)
High Low
EV/EBITDA = 7,2x x 5x
x x
= =
Enterprise Value = €1.052,6m €730m
93
The multiples in different sectors
94
Advantages and disadvantages of multiple method of comparable
companies
ADVANTAGES DISADVANTAGES
• Market-based: the analysis is based • Market-based: multiples can be
on multiples of public current distorted by a particularly negative
transactions of comparable companies period
and reflect the market condition
• Absence of relevant comparable:
• Relativity: this approach allows you to “pure play” comps can be difficult to
transparently reflect the performance identify
of the business in terms of indistry and
period • Potential disconnect from cash
flow: valuations based on market
• Quick and convenient: the evaluation multiples could have points of
can be identified through a few inputs disconnection from large assessments
based on other methods (DCF)
• Current: the evaluation derives from
the informations of the current market • Company-specific issues: target’s
valuation is based on the assumption
that the other comparable companies
reflect the strenghts, weaknesses,
opportunities and risks of the business
reference
95
The multiples of comparable transactions
Multiples
Multiples method
97
Multiples of comparable transactions
Description
99
Where to find the necessary informations?
100
1°STEP: selection of the panel of comparable transactions
($ in millions)
List of Comparable Acquisitions
Date Transaction Equity Enterprise LTM
Announced Acquirer Target Type Target Business Description Value Value Sales
03/11/2008 Pearl Corp. Rosenbaum Public / Public Manufactures roofing and related products primarily in $2.000 $2.000 $1.375
Industries North America
30/10/2008 Goodson Corp. Schneider & Public / Public Manufactures, distributes and markets high-quality 932 1.232 1.045
Co. ceramic tile products globally
22/06/2008 Pryor, Inc. ParkCo Public / Private Manufactures vinyl wood-clad and fiberglass windows 650 875 798
and aluminum doors
15/04/2008 Leicht & Co. Bress Public / Public Manufactures engineered wood products for use in 1.301 1.326 825
Products commercial construction
01/10/2007 The Hochberg Whalen Inc. Sponsor / Manufacturers kitchen, bathroom and plumbing 225 330 255
Group Private accessories for the home construction and
remodeling markets
08/08/2007 Cole Gordon Inc. Public / Public Manufactures and markets carpeting, rugs, and other 2.371 2.796 1.989
Manufacturing flooring products and accessories
06/07/2007 Eu-Han Capital Rughwani Sponsor / Manufactures and distributes a variety of exterior 1.553 2.233 1.917
International Public building materials for the residential construction
market
09/11/2006 The Meisner Kamras Sponsor / Manufacturers interior and exterior doors primarily in 916 936 809
Group Brands Public North America and Europe
21/06/2006 Domanski Neren Sponsor / Manufactures residential building products, including 1.248 1.798 1.889
Capital Industries Public air conditioning and heating products, windows,
doors, and siding
20/03/2006 Lanzarone Falk & Sons Public / Private Manufactures and distributes a wide range of outdoor 360 530 588
International and indoor lighting products to the commercial,
industrial and residential markets
101
2°STEP: obtaining necessary informations for each company
30/10/2008 Goodson Corp. Schneider & Co. Public / Public Cash / Stock 932 1.232 1,2x 7,6x 8,7x 16% 13,9x
22/06/2008 Pryor, Inc. ParkCo Public / Private Cash 650 875 1,1x 7,1x 8,1x 15% 12,0x
15/04/2008 Leicht & Co. Bress Products Public / Public Stock 1.301 1.326 1,6x 8,5x 12,5x 19% 14,4x
01/10/2007 The Hochberg Group Whalen Inc. Sponsor / Cash 225 330 1,3x 7,7x 9,2x 17% 13,3x
Private
08/08/2007 Cole Manufacturing Gordon Inc. Public / Public Stock 2.371 2.796 1,4x 8,0x 10,7x 18% 17,7x
06/07/2007 Eu-Han Capital Rughwani International Sponsor / Cash 1.553 2.233 1,2x 7,5x 9,3x 15% 12,4x
Public
09/11/2006 The Meisner Group Kamras Brands Sponsor / Cash 916 936 1,2x 7,3x 8,3x 16% 13,1x
Public
21/06/2006 Domanski Capital Neren Industries Sponsor / Cash 1.248 1.798 1,0x 7,2x 8,3x 13% 16,0x
Public
20/03/2006 Lanzarone International Falk & Sons Public / Private Cash 360 530 0,9x 6,5x 8,1x 14% 10,6x
102
Determination of the valuation range
103
Determination of the range of value (approximate method)
High Low
x x
= =
Enterprise Value = €1.242,7m €1.096,5m
High Low
High Low
105
Comparable transactions vs comparable companies
106
Comparable transactions vs comparable companies
107
Advantages and disadvantages of multiple method of comparable
transactions
ADVANTAGES DISADVANTAGES
• Market-based: the analysis is based • Market-based: the multiples can be
on multiples of current operations of distorted by the historical period and
comparable transactions the capital market