Description
Valuation Guide - London Stock Exchange Group
Valuation Guide
Listing Guides
The following partecipated in preparing this document (April 2004):
– Mario Massari (L. Bocconi University - Milan)
– BORSA ITALIANA (Nunzio Visciano, Massimiliano Lagreca)
– GOLDMAN SACHS INTERNATIONAL (Francesco Mele)
– JPMORGAN (Stefano Bellavita, Stefano Cera, Danilo Rippa)
The paragraph on the EVA
®
method was prepared in collaboration with:
– ASSI - Ambrosetti Stern Stewart Italia (Filippo Peschiera, Emiliano Spaltro)
In addition, useful tips and analyses were provided by:
– Franco Carlo Papa (President of AIAF – Italian Association of Financial Analysts)
Professionals from CONSOB with expertise in the relative topics participated as
observers, offering a valuable contribution to the discussions.
01
Index
Preface 02
1 Main methods of company valuation 04
1.1 De?nition of valuation 04
1.2 Objective of a valuation 05
1.3 Commentary on the main company valuation methods 07
1.3.1 Discounted cash ?ow method (DCF) 08
1.3.2 Market multiples method 20
1.3.3. EVA
®
- Economic Value Added 27
1.4 Valuation of multi-business companies 30
2 Valuation of companies operating
in speci?c sectors 32
2.1 Banks 32
2.2 Insurance companies 33
2.3 Airlines 34
2.4 Real estate companies 34
2.5 Power and Energy companies 35
2.6 TMT Companies 36
2.7 Biotechnology companies 37
3 Valuation process for the admission
to listing on the stock exchange 38
3.1 Valuation of a company involved in an IPO 38
3.1.1 Phases of the process 39
3.1.2 Parties involved 41
3.2 Structure of the Valuation Document 42
02
Preface
The Listing Guide regarding company valuation has
certain characteristics that distinguish it from other
texts on this subject.
This publication does not merely contain a concise
description of the principal valuation methods used
in the ?nancial community: it is also a practical guide
to company valuation: the information about the DCF,
multiples and EVA
®
methods has the primary goal of
creating a framework to discuss the choices that can be
made by experts and consultants regarding critical
areas in the company valuation process, speci?cally
with the objective of a stock exchange listing.
To this end, it is important to point out that this Listing
Guide is prevalently based on the analysis of Valuation
Documents submitted to Borsa Italiana S.p.A. over the
last six years. Therefore, it contains observations
resulting from the actual behaviours of valuators. In
particular, certain procedures in the valuations are
being adopted with greater frequency, and their
application involves several grey areas and sensitive
aspects. The considerations presented in the ?rst and
second chapters will focus on said aspects. In reading
the document, the fundamental decisions guiding the
authors must be kept in mind. More speci?cally:
—certain guidelines may appear rigid because they
aim to send a “strong” message on the choice
of the most sensitive parameters (for example,
perpetual growth rate “g” in calculating the terminal
value);
—the technical aspects are discussed in a simpli?ed
form, due to the emphasis on clarity with respect
to in-depth methodological analysis (the document
is also intended for entrepreneurs who, due to their
very nature, are more interested in the essentials
and in focussing on the key problems);
—the examples provided within the text aim at
encouraging the reader to re?ect on problems,
rather than provide general instructions.
Finally, the third section outlines the dialectic process
which leads from the initial approximate indication of
value to the de?nition of offer price in the case of an
IPO (the “value pyramid”).
This part of the document contains several important
messages aimed at companies that intend to become
listed and to the professionals assisting them.
More speci?cally:
—speculative attitudes do not pay in the long-run
and jeopardise the market image of the companies
being listed;
—corporate management must assume a critical
attitude regarding preliminary valuations that
appear to be out of line with respect to common
sense guidelines and should beware of the advisors
and intermediaries who make them.
This invitation to use common sense, transparency and
honesty with respect to the market is particularly
important if we consider that the speculative
phenomena occurring in the stock markets have served
as a training ground for many securities analysts, as
well as a signi?cant number of members of the
academic community, who have created techniques
aimed at justifying the values expressed by the market
rather than clarifying the uncertain aspects of the
estimates.
03
* Corporate Finance Professor at L. Bocconi University in Milan.
In hindsight, these behaviours cannot be criticised.
However, two lessons can be learned from them.
The ?rst is that the “irrational frenzy” that in?uenced
markets at the beginning of 2000 often ignored several
key principles governing economic valuations: ?rst and
foremost, the relationship between uncertainty and
value.
The second lesson is the following: in “extreme
situations” as, for example, in the case of valuation of
start-ups, of companies that use new technologies or
that operate in new markets or, more generally, where
there is a presence of signi?cant, speci?c, key risk
factors, the quality of a valuation is measured as a
function of the clarity of its underlying hypotheses and
transparency of the procedure adopted.
This is not meant to reassert the superiority of the
more traditional methods, but it highlights the
following: attention to the conditions that are at the
basis of success for a business; attention to the
compatibility of hypotheses adopted in the business
plan with respect to the market and to competitor
behaviour; in the presence of variable risk and
prospects for growth, use of estimate procedures able
to provide speci?c information with regard to the value
of the business units comprising a company. On an
operating level, the valuation process should
encompass the following principles:
—analysis of the business model and its consistency
with respect to the competitive context and the
availability of intangible resources and
management constitutes the crucial step of any
valuation;
—the valuation must be calculated as the sum of the
value of the principal business units, if this is
reasonable and practical;
—the value referring to growth opportunities with
respect to the development of new business should
be kept separate from the base value, or rather from
the value of existing business;
—the value of tax savings related to the deductibility
of interest paid should be assessed in relation to the
realistic debt pro?le, according to the cash
generation potential of the business and its plans
for growth;
—if the reference scenarios are characterised by high
uncertainty, the valuation process should conclude
with an analysis of the sensitivity of the estimate
results in relation to the main hypotheses of the
business plan.
Mario Massari*
04
1. Main methods
of company valuation
This chapter presents some considerations on the company valuation methods most commonly used in ?nancial
markets. The comments made do not intend to supplement the already extensive amount of literature on this
topic, but they focus on some of the dif?culties of these methods in terms of application.
The initial paragraphs aim at highlighting how the valuation is guided by different objectives, depending on the
context leading to the need to determine the value of the company’s capital. The middle portion of the chapter is
dedicated to use of the principal methods, namely the DCF, multiples and EVA
®1
methods.
The ?nal pages, on the other hand, cover the issue of valuing companies that operate with several Strategic
Business Units (hereinafter SBU)
2
.
1.1 De?nition of valuation
The valuation of a company consists of a process
aimed at estimating its value by using one or more
speci?c methods.
The topic of company valuation is covered by
professional operators, ?nancial institutions,
companies and academicians. It is now common
knowledge in ?nancial markets that a company can be
evaluated on the basis of the cash ?ows it will produce
in the future. In Italy, however, as part of the
long-standing debate on the concept of value, different
1
1 EVA
®
, like FGV
®
‚ and COV
®
‚ (see paragraph 1.3.3.), is a registered trademark of Stern Stewart and Co., granted exclusively for Italy to ASSI
(Ambrosetti Stern Stewart Italia).
2
In accordance with the provisions of the QMAT (document prepared by the Equity Market Listing of?ce of Borsa Italiana, containing information on the strategy,
stakeholders and reference sector of a company being listed), Strategic Business Unit refers to a unit within a company that is responsible for developing the strategy
for a speci?c area of business (SBA).
An SBU generally has:
- strategies that are independent from other business areas of the company;
- different cost structures;
- an independent organisational centre and dedicated management.
The concept of SBU, therefore, is an internal corporate entity, while the SBA refers to the speci?c segment of the sector, normally identi?able through a unique
combination of:
- products/services/brand;
- technology used;
- distribution channels;
- customer type;
- geographic areas of reference.
approaches have been assessed in the past and, for
years, a conceptual disdain was maintained for the
notion that the value of a company was strictly related
to its cash ?ows. To the contrary, the most preferred
methods of valuation were those based on the
analytical determination of the value of the company’s
assets (asset method), methods based on
determination of the standardised economic result
(income method) and mixed methods (asset-income).
The asset method is based on the assumption that the
05
economic capital of a company corresponds to the
adjusted net worth, provided by the sum of the current
value of assets less liabilities.
The income method, on the other hand, calculates a
standardised, discounted income, using the perpetual
yield model, at a rate of return representing the speci?c
business risk. Finally, the mixed method estimates the
value of a company by adding goodwill, calculated by
discounting the future surplus pro?ts that the
company is able to generate with respect to average
sector results, to the adjusted net worth.
The objective of this Guide is not to determine the
theoretical and practical validity of all the valuation
methods, but to focus on the methods most commonly
used in the ?nancial community, which are the
Discounted Cash Flow (DCF), the market multiples and
the EVA methods.
1.2 Objective of a valuation
The objective of a valuation process varies according to
why it is necessary to determine the value of a
company. The measurement of value takes on
particular importance in merger and acquisition (M&A)
transactions, stock market listings (IPO) and
investment in unlisted companies (private equity and
venture capital); in addition, the valuation may be
useful for internal purposes (self-diagnosis).
The main aspects characterising the approaches to
valuation under the various contexts are discussed
below.
I) Merger and acquisition of a company
In merger and acquisition transactions, the principal
methods used are the Discounted Cash Flow method,
the market multiples method and the comparable
transactions method.
In this context, as part of the initial phase, valuations
represent an instrumental tool for the negotiation
between potential buyers and sellers. The prices
actually negotiated in the deals, however, are justi?ed
by the so-called “strategic value” that a company may
have for a speci?c buyer and the presence of several
potential buyers interested in closing the deal.
The strategic (or acquisition) value ideally consists of
the stand-alone value of the target company, the value
attributed to the synergies expected by the buyer
following the corporate consolidation process
3
and by
the consequences of direct control.
In fact, once control has been obtained, the investor
will be free to actively manage the company and,
therefore, the value he is willing to recognise will
depend on the strategic interest he attributes to it, on
the future plans to be implemented and on the
synergies attainable from the integration of various
industrial companies. In this case, we refer to the
“acquisition premium”, which is the positive difference
between the price an industrial investor is willing to
pay compared to an investor with a minority interest.
3
Assigning value to the synergies is the phase of the process most exposed to the risk of over-valuation, upon which the success of the entire operation depends.
06
II) Listing on ?nancial markets
The preliminary valuation for a stock exchange listing,
as we will examine more closely in the third chapter,
aims to contribute to the pricing process for stocks to
be placed with investors. The success of the operation,
along with the image of the company being listed
towards the ?nancial community and all other
stakeholders (creditors, customers, suppliers, etc.),
depends on the rationality with which the entire
process is conducted. Even in a listing process, the
valuation of a company is typically based on the
?nancial method and the market multiples one;
however, compared to M&A transactions, it does have
several speci?c characteristics:
—absence of any control premium, since the stock
exchange listing process does not generally involve
total transfer of the company, but only the entry of
new ?nancial partners, in the form of stakeholders,
to support a new development cycle;
—absence of potential synergies (it is clearly a
?nancial investment and not an industrial one).
The multiples method is particularly important in the
valuation of a company being listed, as it provides a
concise and easy-to-follow comparison of companies
listed in the same or in different markets. In fact,
institutional investors typically base their decisions on
whether or not to invest in an IPO on this very
comparison of multiples of the company being listed
with those of the main comparable companies; the use
of multiples is the fastest way to evaluate a company
when its business plan is not available.
Application of the valuation methods allows us to
calculate the stand-alone value of the economic capital
of the company being listed (the so-called fair value),
to which a discount, called the IPO discount, is
typically applied. This discount is quanti?ed according
to the indications that the banks responsible for
placement receive from institutional investors and is
justi?ed by the fact that, in its absence, it would be
preferable to acquire shares of a company with similar
characteristics or an analogous risk pro?le but which is
already present on the market. In fact, an IPO involves
offering shares of a company with a new equity story,
guided by management that is usually unknown in the
?nancial community, while in the case of a listed
company, the gaps in information are reduced, due to
the obligations of communication to the market and
research activities carried out by ?nancial analysts.
The size of the IPO discount is determined not only by
the company’s capacity to generate future results, by
the ?nancial structure, by corporate governance and by
management’s track record, but also by stock market
trends and the speci?c sector in question, by
competition from other issues during the period
(scarcity value), by the performance of recently listed
stocks, by the size of the free-?oat (the so-called
premium or discount provided), by the general
economic situation and by the level of investor
con?dence.
In general, a conservative valuation can be more
pro?table, over the long-term, than one made
according to particularly favourable market conditions
and sector. Taking into consideration the fact that in
the long run, the market will properly atone for all
expectations, it is important for a valuation to avoid
incorporating the effects of a favourable but short-term
market condition.
07
III) Private Equity and Venture Capital
The preliminary analyses of private equity and venture
capital transactions are aimed at de?ning the
opportunity and the amount of own capital necessary
in order to achieve a certain level of return on the
investment over a time period of just a few years
(usually between 3 and 5). The focus of the valuation
process, therefore, is the estimated break-up value of
the asset acquired (exit value) that allows reaching a
pre-established rate of return (IRR).
The internal rate of return is generally established at a
level that takes into account the expected
remuneration that an investor in a private equity or
venture capital company expects to attain (the
so-called hurdle rate).
IV) Self-diagnosis
A valuation is important not only as part of
extraordinary ?nance transactions but also to support
management decisions, and should be carried out by
both listed and unlisted companies, using the
above-mentioned valuation methods.
In this context, the value estimate is important in
terms of strategic planning, to select alternative
strategies and to measure the value created. Moreover,
for listed companies, the estimate of capital value is
useful in order to enable comparison with the market
price and plan effective communications, aimed at
promoting the value created.
1.3 Commentary on the main company
valuation methods
A sound condition to using all methods is the necessity of ensuring rationality and transparency in the entire
valuation process, properly supporting the main choices made. In addition, the valuation should be conducted by
focusing not only on the ?nancial aspect but also by estimating the industrial value, based on the hypotheses
contained in the business plan.
This paragraph analyses the principal valuation methods used in the ?nancial community, brie?y discussing
certain issues regarding their application.
08
1.3.1. Discounted Cash Flow Method (DCF)
The Discounted Cash Flow method is recognised as the
most reliable of the modern corporate theories that
correlate the value of a business to its capacity to
produce a cash ?ow stream able to adequately satisfy
the remuneration expectations of an investor.
According to current practice, the value of a company’s
equity is calculated as the algebraic sum of the
following components:
—the present value of operating cash ?ows it will be
able to generate in the future (the so-called
Enterprise Value), discounted at the rate equal to
the Weighted Average Cost of Capital or WACC; this
calculation usually involves determining the
present value of the expected future operating cash
?ows for a speci?c period of time and a terminal
value, corresponding to the present value of cash
?ows subsequent to the analytical projection
period;
—the consolidated net ?nancial positions, expressed
at market values
4
;
—the market value of activities not related to ordinary
operations or in any case not considered for the
purposes of the projected cash ?ows (surplus
assets).
The value of a company is expressed by the following
formula:
E= + Vf-D-M+SA
n
?
t=1
OFCFt
(1+WACC)
t
4
Although it is an approximation, the net ?nancial position resulting from the last set of ?nancial statements is generally used.
where:
E = market value of the shareholders’ equity;
OFCFt = operating free cash ?ow expected
for the speci?c period forecasted;
WACC = discounting rate, expressed as the weighted
average cost of capital;
n = speci?c number of years forecasted;
Vf = discounted terminal value of the company,
corresponding to the present value of the cash
?ows for the years from n+1 and later;
D = net ?nancial position;
M = minorities (market value of minority interest);
SA = surplus assets.
Speci?cally, the value of operating capital, or the
Enterprise Value, included in the above formula, is
calculated as follows:
EV= + Vf
n
?
t=1
OFCFt
(1+WACC)
t
09
5
The discounting of operating free cash ?ows at the weighted average cost of capital requires an implicit valuation of the tax savings related to deductibility
of ?nancial charges from taxable income. An alternative approach, known as the Adjusted Present Value (APV), which has signi?cant strengths in terms of clarity
in the valuation process, involves estimating the unlevered value of operating capital and speci?c calculation of the tax bene?ts. According to this technique,
the value consists of the sum of two elements: the unlevered value (without debt) and the present value of the tax bene?ts. For an analysis of the APV method,
see M. MASSARI - L. ZANETTI, Valutazione ?nanziaria, McGraw Italia Libri, Milan, 2003.
The main methodological assumptions inherent in the
application of the DCF are outlined below
5
.
I) Operating free cash ?ows (OFCF)
The expected cash ?ows are operative in nature and are
thus linked to the ordinary activities of the company.
Starting from the consolidated operating income, they
are calculated as follows:
Operating income (EBIT)
- income taxes on operating income
= net operating income
+ depreciation/amortisation
+ provisions and other non-cash items
+/- decreases/increases in net working capital
- investments in ?xed assets (net of divestitures)
= Operating free cash ?ow (OFCF)
II) Weighted average cost of capital (WACC)
The rate used to discount the expected cash ?ows
is the weighted average cost of capital, which takes
into the account the speci?c risk of the company, both
operating as well as ?nancial. It is calculated with the
following formula:
WACC = Kd x (1-T)x + Ke x
D
D+E
E
D+E
where:
K
d
x (1-T) = after-tax cost of debt;
K
e
= cost of equity;
D = net ?nancial position;
E = market value of shareholders’ equity.
The capital structure (or debt ratio) is calculated
according to the present value of the company’s debt
and equity; alternatively, an optimal debt ratio
objective can be used (attainable in the medium-term)
or a detailed year-by-year estimate.
The cost of debt, K
d
x(1-T), is equal to the average
medium to long-term cost of debt, after tax.
The cost of equity, K
e
, is equal to the rate of return on
risk-free investments, plus a premium for the speci?c
risk, calculated according to the so-called beta
coef?cient, which measures the systematic risk of a
company in relation to its yield volatility compared to
the market one. The beta coef?cient is estimated on
the basis of the same parameter expressed by
comparable listed companies and according to
considerations regarding the speci?c company being
examined.
The following formula is used for the calculation:
Ke=Rf + beta x (Rm-Rf)
10
where:
Rf = risk-free rate, equal to the yield
on risk-free investments and estimated
on the basis of the yield guaranteed
by medium/ long-term government bonds;
beta = coef?cient of volatility or systematic risk,
taken as the average market beta
for a sample of comparable companies;
(Rm - Rf) = market risk premium, calculated as
the additional return required by investors
for a stock market investment compared
to investment in risk-free activities.
III) Calculation of terminal value (V
f
)
The terminal value represents the present value of the
operating cash ?ows expected for the period
subsequent to the speci?c period of time projected.
It is calculated based on two main variables: the
standardised operating cash ?ow for the ?rst year
following the analytical projection period and the
expected perpetual growth rate “g”.
Terminal value is generally calculated via two
approaches, each of which uses numerous formulas (for
simplicity purposes, we indicate the most common
ones):
—the ?rst calculates the value using the perpetual
yield formula to discount the cash ?ow of the nth
year (the last year of projection), increasing it by a
perpetual growth rate “g”. The value obtained is
then discounted to the valuation reference date:
Vf=
OFCFn x (1+g)
WACC-g
(1+WACC)
n
—the second, which is more empirical in nature,
involves multiplying an economic quantity
(turnover, cash ?ow, EBITDA, EBIT, etc.), expected for
the n
th
year, by a value obtained by market
comparison, replicating the logic underlying the
market multiples method. As in the previous case,
the value obtained must be discounted back to the
reference date of the estimate.
A discussion of how to calculate the last cash ?ow and
the “g” factor used in the ?rst approach (which, in
practice, is the most commonly used) will be discussed
later.
IV) Net ?nancial position (D)
The net ?nancial position is calculated as the total
?nancial debts, both long-term and short-term, net of
cash and liquid assets other marketable ?nancial
assets.
Where possible (for example, in the case of listed
bonds), debts should be expressed at market values.
V) Other value components (surplus assets)
These include the total value of assets held by the
company that do not contribute to determining the
operating cash ?ows and, therefore, need to be
considered separately.
11
1.3.1. Continued – Application problems
Despite the unquestionable theoretical validity,
the cash ?ow method, however, does present some
dif?culties in application, as described below.
I) Reliability of projected ?nancial data
The quality of results obtained from a DCF depends on
the inputs and, therefore, on the capacity to determine
reliable future cash ?ows; the ?ows of the ?rst years of
the projection are based on forecasted data from the
business plan of the company, which must be
?nancially coherent, reliable and sustainable
6
.
For subsequent periods, a conservative estimate of the
growth rate in sales and the percent of impact of
operating margins must be calculated. As we will see,
said considerations are consistent with the “life cycle”
model of the sector.
For companies operating in cyclical sectors,
application of the method presents clear limitations
related to the uncertainty of the economic cycle, which
could be partially resolved by forecasting the ?nancial
data for the entire duration of the cycle (de?ned on the
basis of historical trends) and formulating hypotheses
on the evolution of the various phases. To this end, a
signi?cant example is the paper sector, strongly
in?uenced by performance in the economic cycle by
way of its fundamental drivers (changes in the price of
cellulose, sales prices, degree of utilisation of
production capacity, investment level, etc.).
Furthermore, the ability to make reliable forecasts with
respect to the economic cycle represents a
fundamental element in correctly determining future
?ows; Figure 1.1 illustrates how several key variables of
the paper sector (in Europe and North America), such as
productive capacity, degree of utilisation and operating
margins, evolve from one phase to another.
6
See “Guida al Piano Industriale” (Strategic Plan Guide), published by Borsa Italiana.
12
Similar considerations hold for the construction sector,
where the length of the cycle is correlated to
performance in the economy and public expenditure.
Particular attention must be paid to companies
undergoing restructuring processes, as their
turnaround strategies and subsequent investments do
not make historical data very useful in interpreting
future data, and lead to negative cash ?ows for the ?rst
few years of the forecast. In these companies, there is
Figure 1.1 Trend in EBITDA and productive capacity in the paper sector
25%
20%
15%
10%
5%
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004
Europe
North America
15,000
12,500
10,000
7,500
5,000
100%
90%
80%
70%
93 94 95 96 97 98 99 00 01 02 03E 04E 05E
Capacity % of use
EBITDA trend (%)
Production capacity in Europe (mln tons)
growth% 4,7% 8,6% 6,1% 4,7% 8,8% 8,5% 6,8% 5,7% 5,9% 4,5% 3,1% 1,6% 3,8%
Source: JPMorgan analysis based on ?nancial statements and sector research
also a signi?cant decline in operating margins,
associated with the need to sustain extraordinary costs
to ?nance the restructuring process (productive
reorganisation, reduction of personnel, etc.). In these
situations, it can be dif?cult to establish the credibility
of forecasted data. Therefore, more so that in other
cases, a conservative approach must be taken,
speci?cally regarding estimated costs of expected
bene?ts and assumptions in terms of sales growth (new
13
Beta
Sector Leader Follower
Energy - oil - gas 0.6 0.8
Food 0.7 0.8
Pharmaceutical & Biotech 0.6/2.0 1.0/2.5
Transportation 1.1 1.3
Media 1.1 1.3
Banking 1.1 1.5
Durable goods (cyclical) 1.2 1.4
Automotive & components 1.3 1.5
Source: JPMorgan M&A Research, december 2003
Table 1.2 Average beta coef?cients by sector
products, reorganisation of distribution structure, etc.).
To this end, it is useful to compare the most signi?cant
?gures with those of companies working in the same
sector that are not undergoing restructuring processes
(i.e. benchmarking).
II) De?nition of a consistent beta
Another recurring problem regards the necessity for a
signi?cant measurement of risk, essential in order to
determine the discount rate; this problem is
particularly troublesome for unlisted companies, which
do not have a beta coef?cient expressed by the market,
and the parameter derived from comparable listed
companies presents certain limitations related to the
dif?culty in ?nding one or more companies with an
analogous risk pro?le.
In order to de?ne a correct beta coef?cient, in addition
to the experience of the valuator, one must consider
the size of the company (higher coef?cient for smaller
companies), the competitive position within the
reference sector (“leader” companies have lower beta
coef?cients than “follower” companies) and the degree
of ?nancial leverage (a higher level of debts
corresponds to a higher beta coef?cient).
The table below illustrates average estimated beta for
several industries, assuming an average level of
?nancial leverage for the sector and differentiating
between leaders and followers.
14
It can sometimes be useful to extend the reference
information used to determine the beta coef?cient to
other parameters, such as the beta for different sectors
but with similar growth patterns (cyclical sectors
versus non-cyclical sectors, luxury sectors versus mass
market sectors) or, in general, with comparable
competitive situations.
Finally, estimating beta becomes complex in case of
start-up companies or companies undergoing a
turnaround phase, companies with a strong presence in
emerging markets and companies with large projects
to launch new products, enter new SBAs or new
geographical areas. In these cases, valuators should
take into account the higher risk inherent in these
situations and to choose a signi?cantly higher beta
7
(see point V of the present paragraph as well).
III) Time horizon
Generally speaking, the speci?c time horizon should be
equal to the CAP, or Competitive Advantage Period;
consequently, the last year forecasted should be that
in which the company loses its differential bene?ts, in
terms of competitive advantage, and aligns its results
to the performance of competitors.
In practice, valuation time horizons generally range
from 6 to 10 years, vary according to the reference
sector and can be extended under speci?c
circumstances.
One factor that in?uences the length of the time period
is the duration of the economic cycle and the phase
which the relevant company is undergoing.
Other cases in which it is possible to extend the time
horizon include, for example, when the company
sustains signi?cant investments that will produce
bene?ts over a longer time period, or when the
business of a company is linked to a license with a
long-term duration (for example, the owner of a licence
in the highway management business). More extended
time periods are sometimes used by companies in the
start-up phase, for which the achievement of
economic?nancial stability, for the purposes of
calculating the terminal value, is expected only after a
period that is longer compared to that of companies
already operating in the same sector.
The use of shorter time periods, on the other hand, is
rare in valuations.
Nevertheless, a reduced time period can be considered
for companies operating in sectors where future trends
are dif?cult to estimate.
IV) Presence of surplus assets
The problem of surplus assets occurs when a company
holds ?xed assets that do not produce operating cash
?ows or, to a lesser degree, in the presence of
underutilised assets, whose value in a discounting
process could be ignored or simply underestimated.
In these cases, the valuation of said assets can be best
expressed in their liquidation value and can be
included under a speci?c item. A typical example of
this is a company with a substantial real estate
portfolio (for example, prestigious buildings), the value
of which is not re?ected in the DCF. The same holds for
companies with non-consolidated investments in listed
or unlisted companies.
A further example is provided by industrial companies
that have, under their ?xed assets, electrical energy
production systems that are not fully exploited for
self-consumption; in this case, the value of said
systems could be included under surplus assets,
entering the cost of electrical energy procurements
currently self-produced under the cost items
in the business plan, thereby avoiding duplication of
value.
7
This is the same approach used by venture capitalists who, in valuing start-up companies, apply signi?cantly higher beta values compared to companies belonging
to the same sector but present on the market for a certain number of years.
15
8
An adequate management control system should, therefore, establish the data and information selection and collection procedures, in order to enable management
to carry out prudent and functional decisions for the measurement of value created. For further information, see “Guida al Sistema di controllo di gestione”
(Management Control System Guide), published by Borsa Italiana.
V) Presence of signi?cant growth projects regarding new strategic initiatives
For companies with signi?cant growth projects, related to the launch of new products or entry into new SBAs or
geographical areas, a conservative approach is necessary, more so than in other cases, in terms of both the
estimate of cash ?ows as well as use of an adequate level of risk.
In line with what is set forth in the “Strategic Plan Guide”, expected cash ?ows should be consistent (with the
strategic intentions and the Action Plan), reliable and should not incorporate the effects of strategic choices that
are not wellde?ned, for which it is not possible to quantify the economics without being exposed to high levels of
risk.
When applying the DCF, it is useful to identify the value attributable to new initiatives and its impact on the total
value of the company. This requires distinguishing the cash ?ows related to new strategic projects from those likely
to be produced as part of the current base business
8
as well as using different beta coef?cients to calculate WACC.
To this end, as outlined in point II of this paragraph (“De?nition of a consistent beta”), the WACC of new, strategic
projects should be calculated using a signi?cantly higher beta. Figure 1.3 shows the growth in total cash ?ow of a
company (dotted line) generated by the base business (solid line) and by new projects (shaded area), showing the
relative contribution to total value.
Figure 1.3 Value of the base business and value of new projects
150
100
50
0
-50
-100
0 1 2 3 4 5 6 7 8 9
Total
Cash ?ow
Value of
new projects
(27%)
Value of the
base business
(73%)
Cash ?ow from
new projects
Cash ?ow from
the base business
Total value
Source: T. COPELAND - T. KOLLER - J. MURRIN, Valuation, John Wiley & Sons, U.S.A., 2000
16
VI) Terminal value
Further examination is required for the calculation of
terminal value, given its common impact on the
calculation of the Enterprise Value
9
and the dif?culties
in estimating its components. Speci?cally, the focus is
on determining the cash ?ow of the last year of the
forecast (with speci?c reference to the assumptions at
the basis of sales, operating margins and investments
in ?xed and working capital) and the perpetual growth
rate “g”. The observations made on the single aspects
are strictly correlated, and it is therefore important that
the various elements be de?ned in a consistent
manner.
The underlying assumption is that it is dif?cult to
inde?nitely sustain sales growth in most industrial
sectors. It would seem more realistic, after steady
growth in the initial years, to expect the market and,
consequently, the company to enter a maturity phase
over the medium and long-term, with growth rates
nearing zero, if not negative. This can be seen both in
low technology sectors, where decline is physiological,
and in high-tech sectors, where rapid saturation of
demand and the introduction of alternative
technologies provide the same results.
In addition, competition, which can negatively impact
a company’s performance, should not be ignored in the
medium and long-term. This aspect regards all
competitive contexts in which the competitive
advantage enjoyed by a company is progressively
eroded by competing companies, incumbent or new
entries, which, attracted by considerable pro?ts, fuel
competition with aggressive pricing strategies, greater
ef?ciency of processes, incremental innovations, etc..
Lastly, the possibility of a decline in the sector
9
The terminal value may represent a very signi?cant portion of the value of the company.
10
Note that, given the different sizes of the companies in terms of sales, the scales of values are not the same and, therefore, the curves cannot be compared
in absolute terms.
accelerated by factors related to technological
advancement (raw materials, products and processes)
or regulatory changes should not be underestimated.
The valuator may encounter companies or sectors that
do not fall within the situations described above.
In this case, given the particular nature of the
situations, it is important to justify the decisions made
with the utmost transparency.
The sections below provide suggestions on estimating
the terminal value, as well as growth in sales over the
medium/long-term, operating margins, investments in
the ?nal years of the forecast period and, ?nally, the
assumptions at the basis of perpetual growth rate “g”.
a) Growth in sales
The above considerations lead one to avoid forecasting
positive sales growth rates for the ?nal years of the
projection, to avoid generating a distorting effect on
the cash ?ow used to determine the terminal value.
Moreover, this decision is compatible with the life cycle
of a company and is applicable to most sectors.
Generally speaking, while a growth in sales is
sustainable under certain circumstances, in the initial
years of the analytical forecasted period, we assume
this will decline over the medium and long-term, due to
saturation of market demand and increased
competition. Therefore, sales cannot justi?ably
increase forever, but it is more correct to assume a
progressive slowdown in growth, until reaching rates of
near zero.
By way of example, Graph 1.4 shows the trend in sales
over the last twenty years for three American
companies belonging to different sectors
10
.
17
Graph 1.4 Sales trends in Ford Motor, Coca Cola and Walt Disney
1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002
Source: Analysis of data by Thomson Financial
Ford Motor Co Coca Cola Co The Walt Disney Company
The aforementioned conclusions may be mitigated in
the case of speci?c companies whose competitive
advantage does not diminish during the projection
period, or when the cash ?ow projection period is short
(3-5 years).
b) Trend in operating margins
Similarly to what was stated for growth in sales, and in
line with the theory on decreasing marginal yields,
several observations can be made with respect to the
trend in operating margins.
In fact, it is dif?cult to imagine sales margins growing
throughout the entire projected period (especially when
the time horizon is not short); except for particular
cases, this should actually stabilise, or even decrease.
Even in this case, competition over the medium and
long-term will impact the performance achieved by the
company in the initial years.
While it is reasonable to assume growing operating
margin percentages at the beginning (for example, due
to lower overhead costs, improvement in process
ef?ciency, achievement of economies of scale in
purchases, increase in prices, etc.), competitive
advantage will be eliminated in subsequent years and,
in all likelihood, competition will focus above all on
price, with an inevitable negative effect on margins.
Consequently, it is reasonable to assume a stabilisation
or contraction of operating margin percentages in the
?nal years of the projection (with the subsequent effect
on cash ?ow for the last year and, therefore, on the
terminal value).
c) Investment in ?xed capital (capex) and working capital
In terms of investment in ?xed capital, hypotheses
must be consistent with the growth in sales and the
impact of operating margins throughout the entire
time period.
When the projected time period is not short, an
underlying hypothesis of the DCF model states that the
company reaches its so-called “steady state” during
the last year of the forecast. For this reason, common
practice calls for gradually reducing the level of
18
investment, in order to essentially obtain parity with
the level of amortisation and depreciation by the n
th
year. This approach implies zero growth in net
investments, and therefore cannot be applied in case of
in?nite sales growth, or with increasing operating
margins.
In fact, it is unrealistic to assume that the company
can inde?nitely maintain its competitive advantage
without further investments, increasing its sales and
margins. Consequently, maintaining sales growth
throughout the entire period and/or assuming
increasing margins (on a percentage basis) requires a
level of investment that is greater than that absorbed
by amortisation and depreciation.
This leads to partial absorption of the operating cash
?ow during the last year and, therefore, a reduction in
the terminal value.
The following graph shows, by way of example, Ford
Motor Co. trend in sales (right axis, in millions of $),
capex and amortisation/depreciation (left axis, in
millions of $) over the last twenty years.
Graph 1.5 Ford Motor Co.: trend in sales, capex and amortisation/depreciation
20.000
18.000
16.000
14.000
12.000
10.000
8.000
6.000
4.000
2.000
0
180.000
160.000
140.000
120.000
100.000
80.000
60.000
40.000
20.000
0
1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002
Depreciation
& Amortisation
Capex
Sales
Source: Data analysis by Thomson Financial
19
Graph 1.6 McDonald’s Corp.: trend in sales, capex and amortisation/depreciation
Source: Data analysis by Thomson Financial
3.500
3.000
2.500
2.000
1.500
1.000
500
0
16.000
14.000
12.000
10.000
8.000
6.000
4.000
2.000
0
1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002
Depreciation
& Amortisation
Capex
Sales
In terms of working capital, the steady state
hypothesis assumes it is kept constant, with zero
impact on ?nal year cash ?ow. The same
considerations are valid in this case as well, since
growth in sales (with conditions related to customer/
supplier payments and inventory turnover days being
equal) implies, in most cases, an increase in working
capital and absorption of the cash ?ow generated by
operations.
Finally, in order to verify consistency between growth
in sales and the amount of capital invested in the
medium to long-term, the turnover rate, or rather the
ratio of sales to capital employed, should be veri?ed,
ensuring it does not reach levels that are too high to be
justi?ed by operating ef?ciency.
d) Perpetual growth rate “g”
The comments made with respect to the cash ?ow for
the last year projected suggest a cautious approach in
estimating growth rate “g”, which should basically be
equal to zero. This decision, however, should take into
account the sector and the company, and the rate may
take on different values in particular cases or when the
time horizon is especially short. In any case, adoption
of a rate other than zero should always be properly
justi?ed.
Although these conclusions may appear to be harsh,
over the long-term they represent reasonable choices
for a rational approach to estimating the value of a
business.
The following graph shows the same variables for McDonald’s Corp.
20
The following table summarises the comments made with respect to the elements that have an impact on the
terminal value.
Alternatives Application Impact on Vf
a) Growth in sales
= 0 Most companies/sectors =
> 0 Special cases or short time periods ?
b) Growth in operating margins (% sales)
= 0 (< 0) Most companies/sectors = (?)
> 0 Special cases or short time periods ?
c) Investments net of amortization
and depreciation
= 0 When growth in sales
and operating margins equals zero
=
> 0 When growth in sales
and operating margins in greater than zero
?
d) “g” rate
= 0 Most companies/sectors =
> 0 Special cases or short time periods ?
1.3.2. Market multiples method
The market multiples method assumes that the value of a company can be determined by using market
information for companies with similar characteristics as the one being valued as a reference.
The method is based on the determination of multiples, calculated as the ratio of stock market values to the
economic and ?nancial variables in a selected sample of comparable companies. After making the appropriate
adjustments, these multipliers are then applied to the corresponding ?gures of the company being valued, in order
to estimate a range of values, should the company be unlisted, or to verify if they are in line with those expressed
by the market, if the company is listed on the stock market. Application of said criteria is carried out according to
the phases described below.
21
I) De?ning the reference sample
Given the nature of this method, the similarity of
companies in the reference sample and the company
being valued is fundamental (from an industrial and
?nancial point of view). The practical impossibility of
identifying companies that are homogeneous under
every aspect leads to determination of the most
signi?cant elements to be compared and,
consequently, a selection of comparable companies
with respect to the speci?c elements selected.
II) Choosing signi?cant multiples
The most common multiples used in company
valuation are the following:
—EV/EBITDA: ratio of Enterprise Value (market
capitalisation plus net ?nancial position) to gross
operating margin;
—EV/EBIT: ratio of Enterprise Value to operating
income;
—Price/earnings (P/E): ratio of share price to net
earnings per share;
—EV/OFCF: ratio of Enterprise Value to operating free
cash ?ow;
—EV/Sales: ratio of Enterprise Value to company sales.
Multiples calculated by using ?gures more in?uenced
by accounting and ?scal policies are subject to risk of
distortion and may cause misleading results;
among these, P/E is the most impacted by said factors
(in addition to being in?uenced by the different level of
indebtedness). For this reason, several adjustments and
standardisations are carried out in practice or,
alternatively, multiples calculated with less
discretional ?gures are used (for example, EV/EBITDA
rather than EV/EBIT). The use of EV/Sales, on the other
hand, is increasingly uncommon and is limited to cases
of companies with negative margins or in a turnaround
phase.
III) Calculating pre-selected multiples
for companies in the sample
Multiples are generally calculated according to
?nancial data of the current year and of the following
one. However, different time periods may be selected,
according to the speci?c company and the purpose of
the valuation.
IV) Identifying the multiples value range
to apply to the company being valued
Selection of the range to apply is carried out according
to qualitative and quantitative considerations
regarding the comparability of the companies making
up the sample.
V) Applying multiples
These ratios are applied to the economic and ?nancial
?gures of the company being valued, in order to
determine a range of values.
22
1.3.2. Continued – Application problems
The use of market multiples is considered to be a simple control method by supporters of the DCF. As previously
indicated, operators within the ?nancial community are increasingly using the multipliers method to validate the
results of ?nancial methods, especially when the objective of the valuation is the determination of a price, and not
only of a value.
Even the multiples method has a series of limitations, most of which depend on the dif?culty of choosing the
sample of comparable companies and the multiple to use. The paragraphs below provide a series of discussions on
these aspects.
I) Selecting the reference sample
The ?rst and fundamental decision in a valuation by
multiples is the selection of comparable companies,
required in order to build a sample of companies
homogeneous to the one being valued. To this end, a
series of signi?cant parameters for the construction of
a rational basket of companies is presented, classi?ed
according to three levels of comparability:
—national, intra-sector comparison;
—international, intra-sector comparison;
—inter-sector comparison.
The ?rst level, which entails the search for companies
within the same sector and belonging to the same
stock market, is surely the easiest and most immediate
and provides the best results. This means that if this
search is able to produce a suitable and accurate
sample, extending the analysis to successive levels is
not necessary. Unfortunately, the situation described
occurs very rarely, especially in the Italian stock
market, in which there are often no comparable
companies.
The national intra-sector comparison should be carried
out along two lines of analysis, based on the study of
both quantitative and qualitative elements, and the
sample identi?ed consist of companies with
similarities to the company being valued along both
lines.
The quantitative comparable variables include, ?rst
and foremost, the historical and projected economic
and ?nancial data. The capacity to create value (RoCE),
expressed by the operating results (operating margins
as a percentage of sales and their growth rate in the
short/medium-term) and by the turnover in capital,
undoubtedly takes on an important role for the
purposes of comparative analysis. Said indicators must
not be considered separately, as a comparison based
solely on the operating margin tends to omit factors
related to the structure of the business model
11
and to
the uses of the capital employed. As an example, think
of companies operating in the same sector which have
carried out various make-or-buy choices for certain
phases of the production process or management of
the distribution channels (for example, sales points
that are owned, franchised or belong to third parties); in
situations such as these, a comparison that does not
take into account the impact of capital employed
11
Business model refers to the series of functions or processes necessary to create, produce and distribute the product/service of the company to the ?nal customer.
The business model varies according to the single business unit, the company and the sector.
23
provides misleading results, in favour of the company
with a lower turnover, which might be less pro?table in
terms of value creation.
Other quantitative parameters to be considered include
size, sales growth and breakdown, asset con?guration
and ?nancial structure.
In terms of sales, two companies with extremely
different sizes, though similar in terms of product
portfolio and sales breakdown, are generally not valued
in the same way by the market. The larger company is
usually given a higher value, as it is not only more
liquid, but is perceived as being more solid and less
subject to the risk of ?nancial imbalance. These
considerations hold true assuming that there are no
signi?cant differences in the companies’ capacity to
create value and growth prospects.
Similarly, even in the presence of comparability in
terms of sales, the company with the best prospects for
sales growth, likely justi?ed by a sizeable investment
plan, generally has higher multiples.
On the issue of comparability of sales, different values
may be provided by the market in the case of
companies which, although operating in the same
competitive arenas, respond to market demands with
an effectively different portfolio of activities,
corresponding to differences in terms of margins and
risk pro?le (the considerations in terms of creation of
value hold true even in this case). An example might be
the comparison of two utility companies which,
although operating in the same sector, are different in
the sense that one provides only distribution whereas
the other is also involved in energy production. To
conclude the comparison of quantitative parameters,
the choice of basket of companies can also be
in?uenced by the composition of assets (in terms of
ratio of working and ?xed capital) and the ?nancial
structure, which has a direct impact on the weighted
average cost of capital (WACC).
As far as the comparison based on qualitative elements
is concerned, it is important, when selecting
comparable companies within the sector, to also take
into consideration aspects that regard competitive
positioning, the capacity to innovate (measured by
track record) and, above all, the entrepreneurial
formula (or business model).
As already mentioned, the qualitative criteria should
be used in close collaboration with quantitative ones, in
order to de?ne a sample that is consistent sample
under both pro?les.
Without going into detail regarding all the possible
qualitative analogies and differences among
companies operating in the same sector, for
competitive positioning, when the company being
valued does lacks signi?cant market share, it is held
correct to exclude companies that are leaders in their
sector from the sample. The same goes for comparison
of business models. In fact, preference must be made
for companies that carry out their business according
to similar entrepreneurial formulas in the same sector.
Comparison of business models is rarely contemplated
in the choice of reference sample, but is considered
to be a fundamentally important aspect, upon which
most of the quantitative and non-quantitative factors
that comprise the distinctive features of a company
depend, even in terms of risk pro?le. For this reason, as
shown below, comparison of entrepreneurial formula is
useful even for companies belonging to different
sectors.
Finally, once all the possible elements of comparability
have been evaluated, both qualitative and quantitative,
a possible approach, rarely used in practice, would be
to consider the factors described up to this point in
terms of weight to attribute to the individual
companies making up the comparison basket.
24
The second level of the search, which is the
international, intra-sector comparison, involves
identi?cation of comparable companies from different
?nancial markets; a basket consisting of companies
listed in the same market would certainly provide
better results (especially for small and medium caps).
However, weak comparability on the domestic front or
the presence of sectors that can be considered global
(telecommunications, automotive, biotechnologies,
media, etc.) requires expansion of the sample to
include foreign companies.
Attention is generally aimed at European and American
companies and all ?nancially evolved markets with
substantial liquidity levels: therefore, companies listed
in emerging markets or in markets characterised by
fundamentally different market multiples and/or
investor risk-return pro?les are excluded, such as
Japan.
In international comparison, the differences in budget
and tax policies lead to the use of multiples that
remove said components (for example, a multiple such
EV/EBITDA reduces the problem of differing taxation
and, at the same time, lessens any distortions resulting
from different amortisation policies).
The third level of analysis regards inter-sector
comparison, which is required when companies
belonging to the same sector cannot be compared and,
consequently, the elements of similarity to create a
signi?cant basket of companies are lacking. Inter-
sector comparison assumes that the real possibility of
attributing the same risk and return pro?le to similar
companies is at the basis of comparability.
Consequently, a comparison with companies operating
in essentially different sectors is also possible, as long
as the risk-return pro?le is similar to that of the
company being valued. Situations like the one
described can occur when two companies, although
operating in different sectors, have a similar
entrepreneurial formula, with results in?uenced by the
same value drivers. For example, it could be useful to
compare companies producing luxury cars with
companies operating in the luxury sector (belonging to
the luxury boats sector or even the fashion sector)
rather than other automakers, since the type of
customers, the buying factors and the drivers at the
basis of the revenueproducing chain are very similar.
Another example is the comparability that exists
between airport companies and those managing
railway stations or harbours, as well as companies
managing trade fair space.
25
The table below summarises the possible alternatives in choosing comparable companies.
Comparison Listing market Quantitative parameters Qualitative parameters
Intra-Sector
National – RoCE, level and growth of operating
margins, turnover
– Sales (size, growth and composition)
– Assets (size and composition)
– Financial structure
– Posizionamento competitivo
– Track record innovazioni
– Business model
International – Parameters for national comparison
– Necessity to ?lter data of the effects resulting from different accouting
and tax policies
Inter-Sector
National
and International
– Business model
– Value driver
II) Choosing signi?cant multiples
The second fundamental decision to make in applying
the multiples method regards de?nition of the
multiplier to be used in valuing the target company.
The assumption behind the multiples method is that
the value of a company can be measured against a
signi?cant variable and the resulting relationship is
also valid for comparable companies: the subject
variable can be selected from a wide range
of alternatives, as long as it is able to encapsulate the
value of the target company and its capacity to create
value.
In most cases, more than one multiple can be used for
the valuation of a company, each presenting its own
application advantages and disadvantages;
nevertheless, a single multiplier is almost always
chosen, and it is usually the one that provides the best
trade-off. Each time an analysis by multiples is carried
out, we must be aware of the reasons leading to the
selection of a speci?c multiplier, avoiding the dogmatic
use of coef?cients that, in the case under examination,
may no longer be appropriate or may need to be
coupled with those that are more appropriate for the
speci?c context. This means that we must not consider
exclusively those ratios most used in practice, but look
for, where necessary, other indicators that best
represent the value of a company and of its capacity to
create value.
An example of this are the industrial sectors in which
competitors are differentiated by make-or-buy
strategies, thus presenting different margin levels (due
to the mark-up provided to contractors) and turnover
(due to elimination of certain phases of the production
process and the corresponding investment in ?xed
capital); in these cases, although the EV/EBITDA
multiple is one of the major ratios considered, it could
also be useful to take into account the EV/CE
(Enterprise Value/Capital Employed), which compares
the value of the company to the capital invested.
In valuation practice, coef?cients that focus on the
growth potential of companies are sometimes used. For
example, P/E and EV/EBITDA are supported,
respectively, by PEG (P/E divided by the growth rate in
pro?ts over the next 3-5 years) and EV/EBITDAG (EV/
EBITDA divided by the growth rate in EBITDA over the
next 3-5 years). As a result, the analysis is enhanced
with considerations regarding growth prospects,
26
fundamental for the creation of value.
In addition to the most commonly used multiples, a
company may also be evaluated, in some sectors, with
multipliers that refer to non-accounting items, which
are strongly related to the value drivers (the so-called
business multiples).
A signi?cant example of this is companies that manage
airport spaces, whose turnover (but also margins)
depends to a signi?cant degree on the number of
passengers transiting through the structure; this
variable may be used to construct the multiple EV/
passenger, which sometimes accompanies traditional
multipliers. Another example is provided by Asset
Gatherer companies, whose growth prospects depend
on the size and ef?ciency of distribution network, and
which are thus valued also according to a multiple of
the number of ?nancial advisors. Finally, the paper and
cement sectors are worthy of mention. In these sectors,
in addition to the EV/EBITDA and P/E ratios, multiples
of the productive capacity can also be taken into
consideration (for example, EV/Tonnes of capacity
installed), a crucial factor for medium and long-term
success. In fact, the extremely cyclic nature of these
sectors leads to a highly variable EBITDA, which
sometimes does not “capture” earnings potential
associated with recent investments and the quality of
current systems.
It is important to underline that indiscriminate use of
this last approach may lead to subjective and irrational
valuations, which in the past have fuelled speculative
bubbles
12
. For this reason, non-accounting items, while
useful in certain contexts, must always be used with
extreme caution, and only in the presence of an
effective and direct relationship between the non-
accounting variable and the company’s ability to
create value (in general, these multipliers are used
merely to support traditional multiples).
Finally, in the search for the most suitable multiples, it
may be useful to identify empirical con?rmation that
shows their capacity to “explain” the value of the target
company; in fact, determining whether the market
implicitly attributes to an indicator suitability in
estimating the price of a company is possible by
carrying out, on a sample of comparables, an analysis
of correlation between the multiple itself and the
reference variable. The greater the correlation, the
better the multiple is able to summarise the price
expressed by the market
13
. Graph 1.7 shows that, for
companies belonging to the luxury sector, there is a
good correlation between the multiple EV/EBITDA and
growth in EBITDA, while there is no correlation between
EV/Sales and the respective underlying variable: this
implies that the factor used by the market in de?ning
the price of luxury companies is the gross operating
margin and, as a result, the multiple EV/EBITDA is
considered more signi?cant.
12
See also paragraph 2.6., related to the valuation of TMT companies.
13
It is important to underline that for said analyses to enhance application of the multiples method, they must be carried out on a sample consisting of an adequate
number of companies and subjected to tests of statistic signi?cance.
27
14
As de?ned in J. M. STERN - J. S. SHIELY, The EVA Challenge, John Wiley & Sons, New York, 2001.
15
Adjustments can be made to the components of the EVA in order to calculate NOPAT and CE ?gures related exclusively to operating activities,
without the impact of items not related to ordinary operations.
Graph 1.7 Correlation analysis for the luxury sector
7
6
5
4
3
2
5% 10% 15% 20%
H J
B
C
E
F
G
A
I
D
Sales growth year t1 vs t0
E
V
/
s
a
l
e
s
y
e
a
r
t
0
30
25
20
15
10
5
10% 15% 20% 25%
Sales growth year t1 vs t0
E
V
/
E
b
i
t
d
a
y
e
a
r
t
0
G
F
H
D
B
E
J
A
I
C
In conclusion, when carrying out a valuation with multiples, we reiterate the necessity of making rational decision,
avoiding the application of said method in a mechanical manner, without taking advantage of its nuances and
implications.
This holds true both for the choice of comparable companies as well as for the selection of multiples, where it is
essential to be aware of the advantages and disadvantages of every indicator, support the choice with a correlation
analysis and, above all, if signi?cant, expand the spectrum of multiples with those that are most related to the
capacity to create value.
1.3.3. EVA
®
- Economic Value Added
A particularly interesting valuation method, which
offers a different representation of value with respect to
the DCF, is the EVA (Economic Value Added) method.
EVA is a method of determining the performance of a
company correlated with the objective of maximising
shareholders value; it is used to measure the value
created, or the “residual pro?t after deducting the cost
of capital employed used to generate that pro?t”
14
.
The necessity of developing a method of measuring the
value created derives from the assumption that
estimating the performance of a company merely by
examining accounting results has numerous implicit
limitations. These are mainly due to the conservative
nature and the incompleteness of the accounting
system, which does not represent the true performance
of operations.
The Economic Value Added is based on the assumption
that a company creates value where pro?ts are greater
than the total cost of sources of ?nancing.
Measurement of the value generated or destroyed by
the company annually is calculated as the operating
pro?t, net of taxes, less an imputed cost expressing
remuneration from the capital invested. The formula is
the following:
EVA = NOPAT - (WACC x CE)
15
28
where:
NOPAT = Net Operating Pro?t After Tax;
WACC = weighted average cost of capital;
CE (Capital Employed) = net capital invested, as per
the last ?nancial statements.
Similarly, the EVA can be obtained by representing it in
a way that expresses the difference between yield and
cost of capital invested (the so-called value spread
formula):
EVA = - WACC x CE
( )
NOPAT
CE
The versatility of use of the EVA also depends on its
relationship with three important areas of managerial
decision-making:
—operating decisions (in which SBAs to operate,
ef?ciency, pricing, etc.);
—investment decisions;
—?nancing decisions (leverage, type of ?nancial
instruments, interest rates, etc.).
The three managerial levels indicated have a direct
impact on the creation of value and, therefore,
on the EVA.
Due to this sensitive correlation between value of the
company and the managerial decision-making areas,
the EVA is used for a series of management purposes,
in addition to the valuation of companies, which
include the following:
—structuring of a rewarding system based
on the creation of value;
—valuation of extraordinary ?nance transactions
(determining pricing in M&A transactions, IPO,
restructuring, etc.);
—communication with investors.
Determination of the annual EVA leads to calculation
of the company value using an intermediate ?gure
called MVA (Market Value Added), which is
mathematically equivalent to the present value
of all future EVAs. The relationship between market
value of the company (EV) and MVA is illustrated
by the following formula:
EV=CE +
EV=CE + MVA
?
?
t=1
EVAt
(1+WACC)
t
MVA is a ?gure that acts as a link between share price
and EVA, and it is useful to calculate it ex ante (for a
company being listed), in order to estimate a fair value
of the company to propose to the market, or ex post
(when the company is already listed), as the difference
between EV and CE. In the second case, the MVA should
be interpreted as the goodwill attributed to the
company by the market, in relation to its prospects for
future earnings.
The ?gure below clari?es the relationship between EVA,
MVA and market prices, and allows appreciation of the
validity of EVA both as a valuation tool as well as a
benchmark comparison with the value expressed by the
market, or the price.
29
Figure 1.8 Relationship between EVA, MVA and market price
Ex post calculation
EV
Ex ante calculation
CE
Mkt
Cap
(E)
Net
Debt
MVA MVA
EVA t+1
EVA t+2
EVA t+3
EVA t+n
perpetual
EVA t+n
Another way of representing the value provided by EVA
breaks down the Enterprise Value into two components,
directly related to the management of operations:
—Current Operations Value (COV);
—Future Growth Value (FGV).
COV measures the value of a company under the
hypothesis that the result of the last historical year
remains constant over time. The actual calculation
involved adding Capital Employed and the value of
performance, in terms of EVA for the last period ended,
using the perpetual yield formula.
FGV, on the other hand, expresses the increased or
decreased creation of future value expected from a
speci?c company. It stems from expectations of
improvement in the starting EVA, both in the medium-
term (typically included in the business plan of
companies) as well as in the long-term and is
calculated as the present value of future increased EVA
values with respect to the EVA in the last available
?nancial statement. The usefulness of said component
is clear if it is viewed as a summary of the improvement
(or deterioration), in terms of creation of value, with
respect to the current situation (Figure 1.9).
30
Figure 1.9 Breakdown of a company’s value
COV
Enterprise
Value
FGV
EVA t0
WACC
Capital
Employed
(CE)
FGV
?
?
t=1
?EVAt
(1+WACC)
t
}
In fact, although it provides similar results, this breakdown provides a different representation of the company’s
value compared to traditional methods, such as DCF. The discounted cash ?ow method, as mentioned above, is
based exclusively on future results, and the terminal value is a signi?cant part of the company value. EVA, on the
other hand, evaluates a substantial portion of the company value on performance achieved until now and on
growth expectations over the medium term, calculated in accordance with the business plan.
Using this formula, the area outside the control of management, in terms of company valuation, is signi?cantly
reduced, and the value expresses not only the result the company will be able to achieve in the future but also the
results achieved so far.
16
The same approach is used for the valuation of holding companies.
1.4. Valuation of multi-business companies
If the company to be valued is a multi-business one, measuring the company value of each individual SBU is
considered to be more correct, building a total value by the “sum of the parts”
16
(Figure 1.10); the necessity to value
each business unit is particularly strong in cases where these SBUs have different risk-return pro?les.
31
Figure 1.10 Value of a multi-business company
In applying the DCF, the EV of each SBU must be
estimated, discounting the respective operating cash
?ows at a cost of capital that re?ects the speci?c risk.
For the cost of equity, this requires an ad hoc estimate
of beta for each area of business and, for the cost of
debt, use of a corporate rate
17
. The Equity of a company
is obtained by subtracting the present value of
corporate overhead and the consolidated net ?nancial
position from the Enterprise Value of each SBU. Only in
particular situations (project ?nancing, utilities, etc.),
in which not only the operating results and capital
invested, but also the level of debt, are attributable to
each area of business, is it possible to calculate, in
addition to the value of operating activities (EV), also
the Equity Value for each SBU.
Regarding the multiple method, it is useful to de?ne a
sample of comparable companies for each SBU and
choose the most appropriate multipliers. Similarly to
what occurs for the DCF, total EV is obtained from the
sum of the EV of each areas of business, from which it
is possible to calculate the Equity by subtracting the
corporate net ?nancial position.
In general, use of a valuation by “sum of the parts” is
17
To calculate WACC, the corporate debt ratio (D/D+E) is typically used.
facilitated by the availability of information present in
the business plan. Otherwise, professional investors,
lacking a complete disclosure of data necessary for
development of a DCF per area of business (not only
economic data, but also ?nancial and income data),
will ?nd it easier to use multiples, calculated on the
basis of forecasted economic data typically disclosed
to the market (for example, sales or gross operating
margin). An alternative in order to obtain a valuation
per single business area is to estimate the value of
each SBU regardless of all the hypotheses on the debt
level and discount the relative ?ows at the unlevered
cost of capital (calculated using an unlevered beta).
This approach, known as the APV (Adjusted Present
Value), allows the value of each SBU to be calculated as
if it were entirely ?nanced by equity (see note 5).
Consequently, the Enterprise Value of the company is
equal to the sum of the NPV (Net Present Value) of
operating ?ows of each SBU and the current value of
the tax shield associated with the overall debt of the
company. The net worth is in turn represented by the
algebraic sum of the EV, net ?nancial position and
surplus assets, if any.
Enterprise
Value
Value of the
Strategic Business Units
Corporate
overhead
Enterprise
Value
Value
distribution
SBU 1
SBU 2
SBU 3
Net Debt
Equity
32
2. Valuation of companies
operating in speci?c sectors
This paragraph deals with the valuation of companies operating in sectors where traditional methods cannot easily
be applied, or where their use involves speci?c aspects that require further explanation.
The sectors analysed below do not encompass all cases where it is possible to value a company with non-traditional
approaches, nor do the methods proposed represent the only possible alternatives.
2.1 Banks
The valuation of banking companies is typically carried
out according to two approaches, described below.
I) Dividend discount model
According to this version of the ?nancial methods
(Dividend Discount Model, or DDM), the value of a bank
is equal to the present value of the future cash ?ows
available for stakeholders, hypothesised to be equal to
the ?ow of distributable dividends maintaining an
adequate equity structure (based on regulations in
force) and considering the need to sustain expected
future development. The formula is as follows:
Ve= + Vf
n
?
t=1
Dt
(1+Ke)
t
where:
Ve = economic value of the bank;
Dt = maximum annual dividend distributable
by the bank;
Vf = terminal value of the bank
n = number of years of analytical projection;
Ko = dividend discounting rate, expressing
the company’s cost of equity;
g = perpetual growth rate of the distributable
dividend starting from year n+1.
II) Regression approach
The regression principle consists of analysing the
relationship between pro?tability (Return on Average
Equity, or RoAE) and the ratio of market capitalisation
to value of shareholders’ equity (Price/Book Value) of a
bank, with reference to a large sample of comparable
listed banks. This approach allows the positioning and
value of each bank to be evaluated on the basis of the
respective present and future pro?tability
characteristics.
In particular, the relationship between the two
variables can be illustrated by a regression line plotted
on a Cartesian graph, with RoAE on the x-axis and Price/
Book Value on the y-axis: if there is a high correlation, it
is possible to calculate the implicit market value of the
bank under examination.
Application of the regression method is carried out in
the following phases:
—determination of a sample of banks on which
to perform the regression analysis;
Dn x (1+g)
Ke - g
(1 + Ke)
n
Vf =
33
—determination of the reference time period
for the RoAE;
—calculation of the RoAE and the Price/Book Value
ratio for the companies included in the sample;
—selection of the type of statistical regression
to apply;
—determination of the RoAE and net worth
of the bank being valued;
—application, if statistically signi?cant,
of the regression parameters to determine
the theoretical market value of the bank being
analysed.
The following graph shows an example of a regression
analysis which traces the so-called Value Map
of the banking sector.
Graph 2.1 Value Map of the banking sector
2,5
2,0
1,5
1,0
0,5
0,0
2,5% 5,0% 7,5% 10,5% 12,5% 15,0% 17,5% 20,0%
RoAE
P/BV
Undervalued banks
Overvalued banks
2.2 Insurance companies
Determining the value of insurance companies ?rst requires identi?cation of the present value of the income ?ow
from the portfolio of outstanding policies.
The Embedded Value, de?ned as the sum of said income ?ow and the adjusted net worth of the company at market
values, represents the “closed portfolio” value of the company, meaning the value assuming no new policies are
activated.
Valuation procedures in the insurance sector also involve estimating the Appraisal Value, de?ned as the sum of
Embedded Value and goodwill, where the last component, which expresses the company’s ability to sell new
policies, is usually estimated as equal to “n” times the value of new production in one year (usually, the last one).
34
2.3 Airlines
2.4 Real estate companies
Air transport companies are mainly valued with the market multiples methods, using a speci?c indicator, EV/
EBITDAR, which is able to represent speci?c characteristics of the industry. EBITDAR represents the gross operating
margin before aircraft leasing fees and enables a homogeneous comparison of companies, regardless of the
decision to own/lease the ?eet (“R” stands for leasing costs).
In fact, for companies that own the aircraft, the debt repayment amounts and interest expense are not included in
the gross margin (EBITDA) and, therefore, a comparison with market players that have leasing contracts is not
possible.
To calculate this multiple, the EV of the companies in the sample must be determined using the net ?nancial
position, which includes both ?nancial statement values and the present value of the capital portion of leasing
fees, if any (the same logic must be used to estimate the net ?nancial position of the company being valued).
When applied to airline companies, the cash ?ow method is impacted by the cyclical nature of the business (and,
therefore, of cash ?ows), which, as described above, represents a limitation in projecting future cash ?ows.
In addition, if the company owns the aircraft or uses the “?nancial” method to record leasing contracts, the
allocation timing of the investments relative to new aircrafts could lead to distortions in the cash ?ow estimate.
Determining the value of a real estate company can be
carried out using various approaches: the Net Asset
Value (NAV), the DCF and the market multiples method.
The NAV method ?rst requires the market value of the
real estate portfolio to be de?ned, usually based on the
characteristics and conditions of the buildings,
location, destination of use and current lease contracts.
To this end, the comparative or market method, income
method and cash ?ow method are used:
—the comparative or market method is based on the
comparison between the subject property and other
similar ones recently involved in sale and purchase
transactions or currently available in the same
market or in comparable markets;
—the income method is based on the present value of
the potential future results of a property, obtained
by capitalising the income at a market rate and
representative of the ?ow characteristics and
income expectations of investors (the uncertainty
is attributed to the expected income from the
building, its location and its designated use);
—the cash ?ow method is the best method to use
when valuing buildings to be transformed or
restructure for better use.
35
2.5 Power and Energy companies
The traditional methods, such as DCF, EVA and
multiples, are applied to Power and Energy companies,
as well as other criteria providing important benchmark
values.
To understand these alternative criteria, the value
chain of the electrical industry and the energy industry
(oil & gas) should be divided into different phases
(generation/extraction, transmission/distribution and
sale), each of which requires a speci?c valuation
approach, in addition to the main method.
To value companies operating in the electrical energy
generation or gas & oil extraction phases, multiples
that compare the value to physical variables are often
used
18
. For example, for the electrical industry, the
capacity installed and the quantity of energy produced
(measured, respectively, in MW, MWh or KW) and, for
the oil extraction industry, the size of reserves and the
production (measures, respectively, in boe – barrels of
oil or equivalent - and in b/d – barrels per day -).
To value electrical energy transmission companies or
gas distribution companies, it is necessary to consider
the signi?cant regulatory impact said activities have
undergone over the last few years and the consequent
impact on the valuation methods adopted. To this end,
the so-called RAB (Regulatory Asset Base) method,
which represents the value of company assets as
de?ned by the Authority (in this case, the value of the
gas distribution pipelines or the electrical network for
energy transmission) has been often used. It is seen as
a sort of mixed method, which takes into account
The market value of assets determined this way,
representing a major component of the assets of a real
estate company, is the basis for evaluation of the
company overall. In particular, the other assets and
liabilities are algebraically added to the estimate of
this value and the net ?nancial indebtedness is
subtracted; this determines the value of the company
in the event of liquidation of the property portfolio,
without needing to determine a goodwill value. NAV is
usually gross of tax effects and may be adjusted based
on the tax regulations to which the company is
subjected.
The following methods can be used as alternatives to
the NAV method:
—the market multiples method (the most commonly
used by analysts), which requires identi?cation of a
sample of comparable companies - in terms of real
estate activities carried out, characteristics of the
portfolio owned or managed, ?nancial and tax
pro?le - and calculation of the relative average
discount with respect to NAV. The latter is used to
determine the discount to be applied to the NAV of
the target company;
—the discounted cash ?ows method, which is based
on the estimate of operating cash ?ows net of taxes,
and also provides a calculation of the company’s
goodwill value.
18
To this end, see Chapter 1, paragraph 1.3.2, regarding the choice of signi?cant multiples.
36
equity elements as well as income ?ows, and uses the
recognised RAB value, adjusted by a correction factor,
as the indicative ?gure for the Enterprise Value of the
company. The correction factor re?ects both the
capacity of the company to generate a level of income
that is greater or lesser than the remuneration
recognised by the Regulator on the capital invested, as
well as indicators of ef?ciency in cost control.
2.6 TMT companies
The valuation of telecommunications companies has undergone profound changes over the course of the last few years,
especially after the speculative bubble linked to new technologies, to the propagation of mobile telephony and to
Internet.
Traditionally, telecommunications companies were considered utilities.
However, at the end of the last decade, deregulation and the advent of new technologies not only modi?ed the prospects
of companies already on the market, but also resulted in the creation of new competitors with a signi?cantly different
economic-?nancial pro?le than the existing ones. As a result, the ?nancial community modi?ed its valuation
techniques.
The discounted cash ?ow method has always constituted the theoretical foundation to determine the economic value of
TMT companies. However, during the period of New Economy expansion, ?nancial analysts used alternative criteria, not
based on the ?nancial performance of companies but on operational performance. Multiples calculated on the number
of mobile telephony customers, users or pages visited on an Internet site, on kilometres of ?bre optics installed and on
other so-called proxies became points of reference in the portfolio choices of investors interested in the TMT sector.
Many high-tech companies that had obtained ?nancing through venture capital and debt markets at extremely high
valuation levels, justi?able only (by) the application of “non-traditional” methods, backed by forecasts which were not
then actually achieved, have recently been resized or even closed. However, greater aversion to risk by investors has
brought the attention back to the capacity to generate pro?ts and has moved the valuation time horizon from long-term
to short-term. As a result, multiples based on proxies and revenues are now considered to be not very signi?cant and DCF
valuation is often used just as a means of checking. There has also been a simultaneous advancement in valuation
techniques, which today support multiples like EV/EBITDA with increasingly complex estimates and calculations, often
with a superior information value, such as multiples of free cash ?ow for the company (Operating FCF) and free cash ?ow
for stakeholders (Equity FCF).
Finally, to value companies carrying out sales
activities, especially in Countries with highly
deregulated markets, the multiples used take into
consideration the number of customers that comprise
the ?nal catchment area.
37
2.7 Biotechnology companies
Biotechnology companies represent a particular type of
company to value, as a series of characteristics typical
of the sector and of the business model make it
dif?cult to apply traditional methods. These companies
exhibit a high uncertainty of results and an equally
high absorption of resources focused on research and
development. The required reference period before
seeing positive results, from the initial phases of
development to the launch of a new product, may even
be decades long, and occurs through a series of related
phases that result in revenues in the form of milestones
or royalties when completed.
Due to their industrial and risk pro?le, biotech
companies experience losses and negative cash ?ows
for a signi?cant number of years.
Based on the above, application of methods such as
DCF and EVA is not feasible, nor is recourse to the
multiples method.
The key factors for success that signi?cantly impact
value, normally considered for a biotech company are:
—the product portfolio pipeline and the relative
phases of development;
—the intangible assets, including quality of research,
professionalism of human resources, standing and
experience of management, intellectual property
rights, etc.;
—R&D and commercial partnerships with other
players in the sector.
In the 1980’s, an attempt to de?ne the characteristics
mentioned and attribute a value to biotech companies
was made and became widespread in the United States.
This method is called the “technological value” method:
the Enterprise Value of the company is derived from a
comparison with the EV of similar companies in terms
of therapeutic area, technologies used and product
portfolio.
38
3. Valuation process for the admission
to listing on the stock exchange
This chapter describes the most important aspects regarding the valuation process and setting the price
19
of a
company to be listed in the stock exchange, along with the roles of all the parties involved.
A fundamental assumption is that the valuation must be considered an integral part of the entire due diligence
process and carried out by the sponsor or global coordinator after an in-depth analysis of the business model, of
the positioning and competitive advantages, of the ?nancial data of the company being listed and of the
management systems (including the Management Control System).
Finally, the chapter ends with a proposal regarding the structure of the document supporting the valuation, set
forth by the Instructions accompanying the Rules for Borsa Italiana and Nuovo Mercato, for the purposes of the IPO
(hereinafter, the Valuation Document).
3.1 Valuation of a company involved in an IPO
A valuation process should not be confronted in a
mechanical manner in any context, and requires a
suitable information base, mainly represented by
historical accounting data, forecasted data,
information on operations and data on the competitive
system.
The valuation of a company as part of a stock market
listing, in particular, is the result of a continuous
process of analysis and veri?cation, which starts from
the preliminary estimate of value conducted when the
valuator does not yet possess all data regarding the
company (the so-called pitch) to determination of the
price at which the shares will effectively be sold to
investors.
The valuation process progressively increases in
substance and content during the preparatory phases
before the listing, when the company provides detailed
data and information on its activities and on its future
prospects. The valuation is, therefore, an integral part
of the due diligence activity and should be conducted
keeping in mind the industrial nature and the search
for a business value. For these reasons, the business
19
To this end, note the document published in May 2003 by “NYSE/NASD Advisory Committee”, nominated upon request by the U.S. Securities and Exchange
Commission, containing a series of recommendations for the entire IPO placement process, with particular focus on setting the ?nal price and allocating the shares.
Said recommendations should help avoid a series of fraudulent behaviours that have occurred in the US market, especially during the so-called “IPO bubble”.
plan is the main instrument to launchn the entire
process.
Starting from the estimate of a fair value, the valuation
should progressively take into consideration the
instructions provided by investors during the pre-
marketing activity (a sort of survey carried out before
launching the offer), the trend in stock markets, the
size of the offer and the potential liquidity of the stock.
These last considerations generally lead to the
de?nition of an IPO discount, which maximises the
level of demand and increases the probabilities of
achieving a good return on the investment for those
who decide to invest in the company during the
placement.
This leads to the de?nition of an indicative price range
and a “maximum price”, with the latter published by
the day before the beginning of the public offer
20
.
Finally, the “offer price” is determined based on the
results of the institutional offer.
The phases that typically comprise a valuation process
and the main parties involved are described below.
39
20
In most cases, the prospectus includes an indicative price range or does not provide any speci?c indication of price, postponing de?nition of the range
and of the maximum price to subsequent public notices; alternatively, the prospectus may contain a “binding” price.
3.1.1. Phases of the process
The value determination process for a company being listed is broken down into various phases which, as indicated
previously, involve closer examination and successive updates until arriving at the offer price or the price at which
the shares will be placed, starting from a wide range. The graph below illustrates the phases that generally
comprise a valuation aimed at a stock exchange listing (Figure 3.1).
Figure 3.1 The value pyramid
Source: JPMorgan
Value
T
i
m
e
2-3 days before listing
2 weeks before listing
1 month before listing
1-3 months before listing
2-4 months before listing
1
st
meeting with
the company
Pricing
Pre-marketing
Due
diligence
Pitch
Offer
Price
Bookbuilding
Pre-marketing,
preliminary price range
Fair value estimate
Due diligence and preliminary
valuation review
Preliminary valuation
This process is not necessarily continuous. As demonstrated by the graph, it is broken down into four stages, which
cover the entire valuation procedure, from a wider range of values de?ned in the early phases to a more limited
range that is obtained progressively as the reference parameters become more visible.
The main phases of the process are outlined below:
—valuation carried out during the pitch phase by the bank;
—valuation carried out during the due diligence phase;
—pre-marketing and de?nition of the indicative price range;
—pricing.
40
I) Pitch
The pitch is the phase during which the company
selects the intermediary to support it during the listing.
In this phase, the investment banks present a proposal
for the instruction to act as sponsor/global coordinator,
which generally includes a preliminary valuation of the
company being quoted. Said valuation is usually
presented four or ?ve months before the end of the
process and represents the less accurate value of all
those to be calculated successively.
In fact, it does not include detailed knowledge of the
business plan and the results of the due diligence
carried out by the bank once the instruction has been
received.
In choosing the sponsor/global coordinator, the
company should place greater importance on the
quality of the intermediary, rather than base the
decision exclusively on value proposed, which is not
very meaningful before due diligence and, above all, a
comparison with the market.
II) Due diligence
During the due diligence phase, after analysing the
business plan, the bank generally offers the company
an initial hypothesis of fair value (usually a range of
values). This ?gure is an estimate of the value of the
economic capital of the company being listed, which
fails to take into account the IPO discount and
information from pre-marketing activities.
The due diligence allows the valuator to understand the
company’s business in detail and, above all, to carry
out an in-depth analysis of the business plan. This last
document, as previously mentioned, enables
evaluation of the issuer’s future prospects both in
terms of consistency with the strategic-organisational
layout and trends in the reference market as well as in
terms of sustainability and soundness of the main
underlying hypotheses.
The Valuation Document is usually prepared during
this phase, and constitutes an integral part of the
listing application to be submitted to Borsa Italiana.
III) Pre-marketing
During the pre-marketing phase, the investment bank
carries out a survey of institutional investors, which
leads to the de?nition of an indicative price range. The
latter is also impacted by the preliminary independent
valuations
21
contained in research published by the
banks of the institutional consortium and by the
market conditions at that moment.
Only at this point can the bank, equipped with the
feedback on the price that institutional investors are
willing to pay, meet with the issuing company and
selling stakeholders, if any, to de?ne the indicative
range and the “maximum price”. This price is the
reference for the next phase, which is the collection of
orders by institutional investors (known as
bookbuilding) and retail investors.
21
Said valuations are considered independent since the analysts (including those in the research department of the global coordinator) do not have access
to forecasted data contained in the business plan.
41
IV) Pricing
The true marketing activity (after publication of the
prospectus), which for institutional investors means a
road show in the major ?nancial markets and for the
general public a promotional campaign, provides
fundamental information for determination of the ?nal
price.
During this phase, institutional investors send out
declarations of interest to buy, at a price which not
only takes into consideration the fundamentals of the
company, but also the soft elements: corporate
governance, dealings with related parties (described in
the prospectus), management systems (MCS,
compensation, planning), etc.
The offer price is determined by considering both the
number of shares requested and the price that
institutional investors are willing to pay, as well as by
analysing the quality of demand from institutional
investors (measured by investor characteristics in
terms of portfolio management and investment policy,
portfolio size, markets and sectors of interest, etc.).
Generally speaking, the ?nal price is determined in
such a way as to effectively allocate the number of
shares to institutional and retail investors (according to
priorities established by the company and by the
investment bank), leaving a part of the demand
unsatis?ed, in order to fuel interest to buy and support
the stock’s performance in the secondary market.
22
On 25 September 2003, IOSCO (International organisation comprising 168 Securities Regulators), issued a series of principles to guide national Authorities
on the issue of con?ict of interest by ?nancial analysts (sell-side analysts).
3.1.2. Parties involved
The valuation process in an IPO essentially involves the
sponsor/global coordinator and the company being
listed.
The contribution of the intermediary is normally
broken down into various activities that report to
different areas of responsibility within the bank:
—the corporate ?nance department, which provides
the valuation activity in the strict sense of the word,
through the application of methods and
construction of ?nancial models. In addition, it
collaborates in preparing all support documentation
for the valuation, including the business plan;
—the capital market department, which is responsible
for including market comments in the valuation, as
well as information resulting from pre-marketing
and bookbuilding. In general, the closer you get to
placement, the more important the role of capital
market becomes;
—the research department, which provides
independent information regarding prospects within
the reference market, positioning of the company
and its development strategies, and prepares
independent estimates of the future trend of the
company
22
.
The company being listed interacts with the bank
throughout the entire valuation process. In addition to
top management, which is involved in all key stages of
the valuation process, the planning department plays
an important role (as regards preparation
of the business plan), along with the ?nance
department.
42
3.2 Structure of the Valuation Document
In the listing process, the “Instructions accompanying
the Rules for Markets Organised and Managed by Borsa
Italiana S.p.A.” and the “Instructions accompanying
the Rules for the Nuovo Mercato Organised and
Managed by Borsa Italiana S.p.A.” (hereinafter, the
Instructions) require the Valuation Document to
accompany the application for listing
23
.
The Valuation Document summarises the valuation
procedure carried out and the main results obtained,
and provides information regarding the range in which
the offer price will be positioned
24
.
A certain period of time lapses between the moment in
which the listing application is submitted and the date
of the Acceptance of Application; consequently, the
Document is inevitably subject to updates or changes,
especially with respect to the price range.
Taking into account the contents required by the
Instructions, the following is a hypothesis for the
structure of the Valuation Document, subdivided into
the following sections:
I. Executive summary
II. Preliminary remarks
III. Reference market
IV. Equity story
V. Considerations on the Valuation
• Market multiples method
• DCF method
• Sensitivity
VI. Conclusions
It is important to underline that the proposed structure
is purely indicative and the Document should always
be prepared taking into consideration the speci?c
characteristics of the company and of the sector in
which it operates, and may take on an alternative
format, albeit maintaining the same degree of
consistency and soundness. In any case, the minimum
contents required by the Instructions must be
respected.
I) Executive summary
The ?rst section of the Valuation Document should be
dedicated to the premise and objectives, de?ning its
use within the speci?c context of the listing.
Considering the necessity to supplement the
Document after listing, the preliminary nature of the
document itself is usually mentioned, along with the
probable timing for an update of the valuation. In the
Executive Summary, it can also be useful to provide the
value range where the offer price will be positioned
(pre-money and pre-IPO discount).
This range is neither binding for the company, nor
represents a commitment for the bank, since, as
highlighted in paragraph 3.1.1., the valuation and
pricing process ends with the pre-marketing and
bookbuilding phases.
23
Note that the Valuation Document submitted to Borsa Italiana should not include any price discounts nor any IPO proceeds (pre-money valuation).
In this way, the leverage during the future forecasted years is conservatively overestimated, since all the initiatives included in the business plan are considered to be
?nanced by debt capital and self-?nancing.
24
This interval can also be signi?cantly different from the range de?ned in the pitch phase.
43
II) Preliminary remarks
In the Valuation Document, it is important to outline
the major principles guiding the valuation approach, in
addition to the reference date and all sources of
information used (past ?nancial statements, business
plan, management estimates, public information, etc.).
Presentation of the valuation methods used is
signi?cant, especially as regards the attribution of
more or less importance with respect to the context
and to the speci?c company being valued. A discussion
of the advantages and disadvantages of one method
with respect to the others, in relation to the speci?c
company to be valued, is also recommended.
III) Reference market
In some cases, it may be interesting to include a
section dedicated to the reference market,
summarising the main characteristics of the sector, in
order to illustrate the growth and pro?tability
expectations of the company; to this end, some
information contained in the QMAT may be used, in
order to provide a summary of the main characteristics
in terms of:
—size and expectations for growth in market demand;
—key success factors;
—competitive scenario;
—characteristics and positioning of main competitors.
IV) Equity story
This section generally summarises the main qualitative
aspects (speci?c characteristics and distinctive
features, competitive positioning, key success factors,
etc.) and quantitative aspects (?nancial data, growth
and pro?tability forecasts, track records, etc.) that
determine the attractiveness of the company for a
potential investor; it involves the same messages that
should be communicated to the market during the
analyst presentation and roadshow phase.
The history of the company and the value proposed
should be consistent, as investors derive their ?rst
indications of value from the equity story.
In general terms, the paragraph on the equity story can
be prepared by covering the main aspects analysed
during the due diligence phase, which represents not
only a moment for comprehension of the business, but
also for screening and re?nement of the valuation
de?ned in the preliminary phases. As mentioned above,
the business plan and its strategic objectives constitute
the most signi?cant elements in determining the value
of the company and, as a last resort, the price at which
shares could be sold in the market. In fact, the entire
valuation process is based on analysis of the
company’s business, of its positioning, of the main
strategic options for growth and development project,
of improvement and expansion of the product line, of
diversi?cation into new businesses, of penetration into
new market segments and/or geographical areas and of
changes to the cost structure, as well as on analysis of
the economic and ?nancial conditions, both current
and future. As a result, in this section, the business
plan is usually summarised by the main income
statement and balance sheet items, in addition to the
most signi?cant ratios. Where applicable, projections
can be presented for the individual SBUs, in order to
later determine the value of each business area (see
Chapter 1, paragraph 1.4 on this topic).
As speci?ed in the “Strategic Plan Guide”, these
projections are normally presented as hypotheses for
44
pre-money scenarios, or rather before the contribution
of ?nancial resources from an increase in capital from
the placement (and without considering listing costs).
Finally, it could be useful to summarise the competitive
positioning and prospects of the company with a SWOT
analysis, which analyses the Strengths, Weaknesses,
Opportunities and Threats that impact a company’s
development.
This should describe the major critical factors, as well
as the speci?c initiatives implemented by
management to deal with them with a particular focus
on the risks to which the company is subjected.
Similarly, the strengths of the equity story should be
clearly identi?ed in order to justify the price proposed.
V) Considerations on the Valuation
This is the most important section of the Valuation
Document, as it describes the hypotheses made for
each method and the main results of the analyses. The
methods adopted should re?ect the best valuation
procedure with respect to the sector and the speci?c
characteristics of the company.
To this end, the Instructions expressly require
discussion of the market multiples method and the
discounted cash ?ow method.
Regarding the market multiples method, the
Instructions provide some guidelines on its application,
stating that “the sample of comparable companies
must include at least Italian and European companies,
where present, and must be appropriately subdivided
into groups of homogeneous companies. In addition,
the criteria used to evaluation comparability must be
speci?ed, along with the multiples deemed suitable for
the comparison and the reference year. Regarding
comparable companies, the main ?nal and forecasted
economic-?nancial data must be provided, together
with a description of the sector and the entrepreneurial
formula (business model), highlighting the analogies
and differences with respect to the issuer”.
As mentioned in Chapter 1, application of the market
multiples model requires a series of choices on several
aspects, such as the composition of the sample and
identi?cation of the most suitable indicators, which
should be described in the Document.
For the choice of reference sample, this means
analysing their differences and similarities with respect
to the company being valued, while for the multiples, it
means outlining the advantages and disadvantages of
using one indicator with respect to another.
The table below provides an example of a summary
schedule illustrating application of the market
multiples method.
45
EV/EBITDA EV/EBIT P/E EV/OFCF EV/Sales
Estimate Estimate Estimate Estimate Estimate
Company t+1 t+2 t+1 t+2 t+1 t+2 t+1 t+2 t+1 t+2
A 7.7x 7.2x 11.2x 10.3x 16.1x 15.3x 13.2x 9.6x 0.73x 0.66x
B 10.4x 9.6x 13.8x 12.5x 16.5x 15.7x 21.3x 13.1x 0.90x 0.85x
C 7.6x 7.0x 11.2x 10.1x 10.6x 9.6x 13.6x 12.7x 0.60x 0.57x
D 7.5x 7.2x 10.0x 9.5x 16.8x 15.5x 16.0x 17.3x 0.43x 0.45x
Minimum 7.5x 7.0x 10.0x 9.5x 10.6x 9.6x 13.2x 9.6x 0.43x 0.45x
Average 8.3x 7.7x 11.5x 10.6 15.0x 14.0x 16.0x 13.2x 0.66 0.63x
Median 7.7x 7.2x 11.2x 10.2x 16.3x 15.4x 14.8x 12.9x 0.66x 0.62x
Maximum 10.4x 9.6x 13.8x 12.5x 16.8x 15.7x 21.3x 17.3x 0.90x 0.85x
Data in € mln Year
date t+1 t+2 t+3 t+4 t+5 t+6 t+7 t+8 t+9 t+10
Cash Flows
Operating Income 100 120 130 140 142 145 147 149 149 149
Taxes (49) (55) (59) (63) (64) (65) (67) (69) (69) (69)
D&A 86 95 106 115 120 125 123 120 120 120
Investment (140) (145) (140) (130) (128) (126) (124) (121) (120) (120)
Change in NWC (38) (28) (30) (27) (10) (5) (2) (1) (1) (1)
Cash Flow (41) (13) 8 35 60 74 77 78 79 79
g% 0%
WACC 7,5%
Regarding the discounted cash ?ow method, it is equally important that the hypotheses underlying the
development of the operating cash ?ows of the company be highlighted in the Valuation Document. These include
sales growth, operating margin trend, level of investment and amortisation and change in net working capital, as
well as the hypotheses and calculation methods for components comprising the average weighted cost of capital
and perpetual growth rate “g”.
The sample table below highlights the methods of calculating operating cash ?ows.
46
(€ mln) % of EV
Present Value of Cash Flows 242 32%
Terminal value 1.053
Implied multiple EBITDA t+10 3,9x
Present value of terminal value 511 68%
Enterprise Value (EV) 753 100%
Implied multiple EBITDA t+1 4,0x
Net Financial Position (254)
Equity (E) 499
Number of Shares (mln) 100
Value per Share (€) 4,99
Further steps are necessary in order to progress from the calculation of cash ?ows to an estimate of the value of
capital, as illustrated in the following table.
In conclusion, this section should be accompanied by a
sensitivity analysis, which is typically done on DCF
results, using the weighted average cost of capital and
the perpetual growth rate as variables. In order to
provide greater signi?cance to the analysis, it would be
useful to indicate the hypotheses supporting the
variation in rate “g” and the cost of capital, upon which
the value range of the company depends. In addition,
calculation of the sensitivity based on the main value
drivers, such as sales growth rate, operating margin,
the level of investment and any other variable with a
signi?cant impact on the value of the company could
be appropriate (to restrict the ?eld of application and
simplify the calculation, the sensitivity analysis could
be conducted on the terminal value, as this represents
the highest percentage of the total value and is also
more easily modi?able with the variation of only one
underlying variable).
The following table shows an example of sensitivity
analysis based on two value drivers.
47
Value of the company (€ mln)
Value driver 1
-7% -2% +0% +5% +10%
Value driver 2
10% 86 76 67 59 52
12% 101 88 77 68 60
15% 123 106 91 79 69
16% 158 132 112 95 82
19% 221 176 144 120 101
As mentioned previously, it is important to clearly express the hypotheses at the basis of the variables used for the
sensitivity analysis.
A ?nal consideration regards the possibility to extend the sensitivity analysis to the multiples method as well.
Consequently, as in the case of DCF, even the value of the company, calculated with the assistance of market
indicators, can be subject to variation based on oscillation of one or more of the underlying variables. To this end, it
could be useful to forecast scenarios that involve different levels of sales, EBITDA, EBIT or other variables,
depending on a change in speci?c conditions. Even in this case, the variation in fundamentals may be attributed to
a modi?cation of the underlying value drivers with respect to the most probable situation.
48
Price per Share (€) 5,3 5,6 5,9 6,3 6,7 7,0 7,4 7,8 8,3 8,7 9,1
Equity (€ mln) 210 224 237 252 266 282 297 313 330 347 365
Net Financial Position
(€ mln)
240 240 240 240 240 240 240 240 240 240 240
Enterprise Value
(€ mln)
450 464 477 492 506 522 537 553 570 587 605
Implied multiples
Estimated EBITDA t+1
62,3
EV/EBITDA 7,2x 7,4x 7,7x 7,9x 8,1x 8,4 8,6x 8,9x 9,2x 9,4x 9,7x
Estimated EBIT t+1
46,4
EV/EBIT 9,7x 10,0x 10,3x 10,6x 10,9x 11,2x 11,6x 11,9x 12,3x 12,7x 13,0x
Estimated pro?t t+1
13,5
P/E 15,6x 16,6x 17,6x 18,6x 19,7x 20,9x 22,0x 23,2x 24,4x 25,7x 27,0x
VI) Conclusions
Lastly, the results obtained and hypotheses de?ned
should be summarised in a closing section which, in
addition to providing a range of values determined for
each method and the range taken into consideration,
allows for immediate comparison with the market, in
order to examine the soundness of the values
determined. To this end, a “valuation matrix” could be
built, which is a table that calculates the main implicit
multiples of the company, with respect to the
pre-selected price interval and, therefore, to the
variation in price during the IPO, in order to allow an
immediate comparison with the corresponding
multiples of comparable companies on the market.
The following table provides an example of a “valuation
matrix”.
The principles indicated in this document represent a guide aiding the listing process, mainly addressing
the issuers, the brokers who assist them, as well as the independent auditing ?rms and outside consultants
who take part in the stock market listing process.
The objectives of the guide are the de?nition of principles in line with the best practices, the adoption of conduct
recognized and approved by the ?nancial community and the spreading of a consistent language between
the parties.
The use of the guide may therefore contribute towards the improvement and the simpli?cation of the listing
procedures, at the same time raising the quality of the market and its growth prospects.
This guide should not be considered to be exhaustive and the principles contained within it are indicative only.
Borsa Italiana may not be held liable for any inaccuracies or errors which may occur in the application of the
matters contained herein.
This document contains text, data, graphics, photographs, illustrations, artwork, names, logos, trade marks, service marks and information (“Information”)
connected with Borsa Italiana S.p.A. (“Borsa Italiana”). Borsa Italiana attempts to ensure Information is accurate, however Information is provided “AS IS”
and on an “AS AVAILABLE” basis and may not be accurate or up to date. Information in this document may or may not have been prepared by Borsa Italiana
but is made available without responsibility on the part of Borsa Italiana. Borsa Italiana does not guarantee the accuracy, timeliness, completeness,
performance or ?tness for a particular purpose of the document or any of the Information. No responsibility is accepted by or on behalf of Borsa Italiana
for any errors, omissions, or inaccurate Information in this document. The publication of this document does not represent solicitation, by Borsa Italiana,
of public saving and is not to be considered as a recommendation by Borsa Italiana as to the suitability of the investment, if any, herein described.
No action should be taken or omitted to be taken in reliance upon Information in this document. We accept no liability for the results of any action taken
on the basis of the Information.
© July 2014 Borsa Italiana S.p.A. – London Stock Exchange Group
All rights reserved.
Borsa Italiana S.p.A. Piazza degli Affari 6, 20123 Milano (Italia)
Contacts
Borsa Italiana
Telephone +39 02 72426 355
www.borsaitaliana.it
doc_764570325.pdf
Valuation Guide - London Stock Exchange Group
Valuation Guide
Listing Guides
The following partecipated in preparing this document (April 2004):
– Mario Massari (L. Bocconi University - Milan)
– BORSA ITALIANA (Nunzio Visciano, Massimiliano Lagreca)
– GOLDMAN SACHS INTERNATIONAL (Francesco Mele)
– JPMORGAN (Stefano Bellavita, Stefano Cera, Danilo Rippa)
The paragraph on the EVA
®
method was prepared in collaboration with:
– ASSI - Ambrosetti Stern Stewart Italia (Filippo Peschiera, Emiliano Spaltro)
In addition, useful tips and analyses were provided by:
– Franco Carlo Papa (President of AIAF – Italian Association of Financial Analysts)
Professionals from CONSOB with expertise in the relative topics participated as
observers, offering a valuable contribution to the discussions.
01
Index
Preface 02
1 Main methods of company valuation 04
1.1 De?nition of valuation 04
1.2 Objective of a valuation 05
1.3 Commentary on the main company valuation methods 07
1.3.1 Discounted cash ?ow method (DCF) 08
1.3.2 Market multiples method 20
1.3.3. EVA
®
- Economic Value Added 27
1.4 Valuation of multi-business companies 30
2 Valuation of companies operating
in speci?c sectors 32
2.1 Banks 32
2.2 Insurance companies 33
2.3 Airlines 34
2.4 Real estate companies 34
2.5 Power and Energy companies 35
2.6 TMT Companies 36
2.7 Biotechnology companies 37
3 Valuation process for the admission
to listing on the stock exchange 38
3.1 Valuation of a company involved in an IPO 38
3.1.1 Phases of the process 39
3.1.2 Parties involved 41
3.2 Structure of the Valuation Document 42
02
Preface
The Listing Guide regarding company valuation has
certain characteristics that distinguish it from other
texts on this subject.
This publication does not merely contain a concise
description of the principal valuation methods used
in the ?nancial community: it is also a practical guide
to company valuation: the information about the DCF,
multiples and EVA
®
methods has the primary goal of
creating a framework to discuss the choices that can be
made by experts and consultants regarding critical
areas in the company valuation process, speci?cally
with the objective of a stock exchange listing.
To this end, it is important to point out that this Listing
Guide is prevalently based on the analysis of Valuation
Documents submitted to Borsa Italiana S.p.A. over the
last six years. Therefore, it contains observations
resulting from the actual behaviours of valuators. In
particular, certain procedures in the valuations are
being adopted with greater frequency, and their
application involves several grey areas and sensitive
aspects. The considerations presented in the ?rst and
second chapters will focus on said aspects. In reading
the document, the fundamental decisions guiding the
authors must be kept in mind. More speci?cally:
—certain guidelines may appear rigid because they
aim to send a “strong” message on the choice
of the most sensitive parameters (for example,
perpetual growth rate “g” in calculating the terminal
value);
—the technical aspects are discussed in a simpli?ed
form, due to the emphasis on clarity with respect
to in-depth methodological analysis (the document
is also intended for entrepreneurs who, due to their
very nature, are more interested in the essentials
and in focussing on the key problems);
—the examples provided within the text aim at
encouraging the reader to re?ect on problems,
rather than provide general instructions.
Finally, the third section outlines the dialectic process
which leads from the initial approximate indication of
value to the de?nition of offer price in the case of an
IPO (the “value pyramid”).
This part of the document contains several important
messages aimed at companies that intend to become
listed and to the professionals assisting them.
More speci?cally:
—speculative attitudes do not pay in the long-run
and jeopardise the market image of the companies
being listed;
—corporate management must assume a critical
attitude regarding preliminary valuations that
appear to be out of line with respect to common
sense guidelines and should beware of the advisors
and intermediaries who make them.
This invitation to use common sense, transparency and
honesty with respect to the market is particularly
important if we consider that the speculative
phenomena occurring in the stock markets have served
as a training ground for many securities analysts, as
well as a signi?cant number of members of the
academic community, who have created techniques
aimed at justifying the values expressed by the market
rather than clarifying the uncertain aspects of the
estimates.
03
* Corporate Finance Professor at L. Bocconi University in Milan.
In hindsight, these behaviours cannot be criticised.
However, two lessons can be learned from them.
The ?rst is that the “irrational frenzy” that in?uenced
markets at the beginning of 2000 often ignored several
key principles governing economic valuations: ?rst and
foremost, the relationship between uncertainty and
value.
The second lesson is the following: in “extreme
situations” as, for example, in the case of valuation of
start-ups, of companies that use new technologies or
that operate in new markets or, more generally, where
there is a presence of signi?cant, speci?c, key risk
factors, the quality of a valuation is measured as a
function of the clarity of its underlying hypotheses and
transparency of the procedure adopted.
This is not meant to reassert the superiority of the
more traditional methods, but it highlights the
following: attention to the conditions that are at the
basis of success for a business; attention to the
compatibility of hypotheses adopted in the business
plan with respect to the market and to competitor
behaviour; in the presence of variable risk and
prospects for growth, use of estimate procedures able
to provide speci?c information with regard to the value
of the business units comprising a company. On an
operating level, the valuation process should
encompass the following principles:
—analysis of the business model and its consistency
with respect to the competitive context and the
availability of intangible resources and
management constitutes the crucial step of any
valuation;
—the valuation must be calculated as the sum of the
value of the principal business units, if this is
reasonable and practical;
—the value referring to growth opportunities with
respect to the development of new business should
be kept separate from the base value, or rather from
the value of existing business;
—the value of tax savings related to the deductibility
of interest paid should be assessed in relation to the
realistic debt pro?le, according to the cash
generation potential of the business and its plans
for growth;
—if the reference scenarios are characterised by high
uncertainty, the valuation process should conclude
with an analysis of the sensitivity of the estimate
results in relation to the main hypotheses of the
business plan.
Mario Massari*
04
1. Main methods
of company valuation
This chapter presents some considerations on the company valuation methods most commonly used in ?nancial
markets. The comments made do not intend to supplement the already extensive amount of literature on this
topic, but they focus on some of the dif?culties of these methods in terms of application.
The initial paragraphs aim at highlighting how the valuation is guided by different objectives, depending on the
context leading to the need to determine the value of the company’s capital. The middle portion of the chapter is
dedicated to use of the principal methods, namely the DCF, multiples and EVA
®1
methods.
The ?nal pages, on the other hand, cover the issue of valuing companies that operate with several Strategic
Business Units (hereinafter SBU)
2
.
1.1 De?nition of valuation
The valuation of a company consists of a process
aimed at estimating its value by using one or more
speci?c methods.
The topic of company valuation is covered by
professional operators, ?nancial institutions,
companies and academicians. It is now common
knowledge in ?nancial markets that a company can be
evaluated on the basis of the cash ?ows it will produce
in the future. In Italy, however, as part of the
long-standing debate on the concept of value, different
1
1 EVA
®
, like FGV
®
‚ and COV
®
‚ (see paragraph 1.3.3.), is a registered trademark of Stern Stewart and Co., granted exclusively for Italy to ASSI
(Ambrosetti Stern Stewart Italia).
2
In accordance with the provisions of the QMAT (document prepared by the Equity Market Listing of?ce of Borsa Italiana, containing information on the strategy,
stakeholders and reference sector of a company being listed), Strategic Business Unit refers to a unit within a company that is responsible for developing the strategy
for a speci?c area of business (SBA).
An SBU generally has:
- strategies that are independent from other business areas of the company;
- different cost structures;
- an independent organisational centre and dedicated management.
The concept of SBU, therefore, is an internal corporate entity, while the SBA refers to the speci?c segment of the sector, normally identi?able through a unique
combination of:
- products/services/brand;
- technology used;
- distribution channels;
- customer type;
- geographic areas of reference.
approaches have been assessed in the past and, for
years, a conceptual disdain was maintained for the
notion that the value of a company was strictly related
to its cash ?ows. To the contrary, the most preferred
methods of valuation were those based on the
analytical determination of the value of the company’s
assets (asset method), methods based on
determination of the standardised economic result
(income method) and mixed methods (asset-income).
The asset method is based on the assumption that the
05
economic capital of a company corresponds to the
adjusted net worth, provided by the sum of the current
value of assets less liabilities.
The income method, on the other hand, calculates a
standardised, discounted income, using the perpetual
yield model, at a rate of return representing the speci?c
business risk. Finally, the mixed method estimates the
value of a company by adding goodwill, calculated by
discounting the future surplus pro?ts that the
company is able to generate with respect to average
sector results, to the adjusted net worth.
The objective of this Guide is not to determine the
theoretical and practical validity of all the valuation
methods, but to focus on the methods most commonly
used in the ?nancial community, which are the
Discounted Cash Flow (DCF), the market multiples and
the EVA methods.
1.2 Objective of a valuation
The objective of a valuation process varies according to
why it is necessary to determine the value of a
company. The measurement of value takes on
particular importance in merger and acquisition (M&A)
transactions, stock market listings (IPO) and
investment in unlisted companies (private equity and
venture capital); in addition, the valuation may be
useful for internal purposes (self-diagnosis).
The main aspects characterising the approaches to
valuation under the various contexts are discussed
below.
I) Merger and acquisition of a company
In merger and acquisition transactions, the principal
methods used are the Discounted Cash Flow method,
the market multiples method and the comparable
transactions method.
In this context, as part of the initial phase, valuations
represent an instrumental tool for the negotiation
between potential buyers and sellers. The prices
actually negotiated in the deals, however, are justi?ed
by the so-called “strategic value” that a company may
have for a speci?c buyer and the presence of several
potential buyers interested in closing the deal.
The strategic (or acquisition) value ideally consists of
the stand-alone value of the target company, the value
attributed to the synergies expected by the buyer
following the corporate consolidation process
3
and by
the consequences of direct control.
In fact, once control has been obtained, the investor
will be free to actively manage the company and,
therefore, the value he is willing to recognise will
depend on the strategic interest he attributes to it, on
the future plans to be implemented and on the
synergies attainable from the integration of various
industrial companies. In this case, we refer to the
“acquisition premium”, which is the positive difference
between the price an industrial investor is willing to
pay compared to an investor with a minority interest.
3
Assigning value to the synergies is the phase of the process most exposed to the risk of over-valuation, upon which the success of the entire operation depends.
06
II) Listing on ?nancial markets
The preliminary valuation for a stock exchange listing,
as we will examine more closely in the third chapter,
aims to contribute to the pricing process for stocks to
be placed with investors. The success of the operation,
along with the image of the company being listed
towards the ?nancial community and all other
stakeholders (creditors, customers, suppliers, etc.),
depends on the rationality with which the entire
process is conducted. Even in a listing process, the
valuation of a company is typically based on the
?nancial method and the market multiples one;
however, compared to M&A transactions, it does have
several speci?c characteristics:
—absence of any control premium, since the stock
exchange listing process does not generally involve
total transfer of the company, but only the entry of
new ?nancial partners, in the form of stakeholders,
to support a new development cycle;
—absence of potential synergies (it is clearly a
?nancial investment and not an industrial one).
The multiples method is particularly important in the
valuation of a company being listed, as it provides a
concise and easy-to-follow comparison of companies
listed in the same or in different markets. In fact,
institutional investors typically base their decisions on
whether or not to invest in an IPO on this very
comparison of multiples of the company being listed
with those of the main comparable companies; the use
of multiples is the fastest way to evaluate a company
when its business plan is not available.
Application of the valuation methods allows us to
calculate the stand-alone value of the economic capital
of the company being listed (the so-called fair value),
to which a discount, called the IPO discount, is
typically applied. This discount is quanti?ed according
to the indications that the banks responsible for
placement receive from institutional investors and is
justi?ed by the fact that, in its absence, it would be
preferable to acquire shares of a company with similar
characteristics or an analogous risk pro?le but which is
already present on the market. In fact, an IPO involves
offering shares of a company with a new equity story,
guided by management that is usually unknown in the
?nancial community, while in the case of a listed
company, the gaps in information are reduced, due to
the obligations of communication to the market and
research activities carried out by ?nancial analysts.
The size of the IPO discount is determined not only by
the company’s capacity to generate future results, by
the ?nancial structure, by corporate governance and by
management’s track record, but also by stock market
trends and the speci?c sector in question, by
competition from other issues during the period
(scarcity value), by the performance of recently listed
stocks, by the size of the free-?oat (the so-called
premium or discount provided), by the general
economic situation and by the level of investor
con?dence.
In general, a conservative valuation can be more
pro?table, over the long-term, than one made
according to particularly favourable market conditions
and sector. Taking into consideration the fact that in
the long run, the market will properly atone for all
expectations, it is important for a valuation to avoid
incorporating the effects of a favourable but short-term
market condition.
07
III) Private Equity and Venture Capital
The preliminary analyses of private equity and venture
capital transactions are aimed at de?ning the
opportunity and the amount of own capital necessary
in order to achieve a certain level of return on the
investment over a time period of just a few years
(usually between 3 and 5). The focus of the valuation
process, therefore, is the estimated break-up value of
the asset acquired (exit value) that allows reaching a
pre-established rate of return (IRR).
The internal rate of return is generally established at a
level that takes into account the expected
remuneration that an investor in a private equity or
venture capital company expects to attain (the
so-called hurdle rate).
IV) Self-diagnosis
A valuation is important not only as part of
extraordinary ?nance transactions but also to support
management decisions, and should be carried out by
both listed and unlisted companies, using the
above-mentioned valuation methods.
In this context, the value estimate is important in
terms of strategic planning, to select alternative
strategies and to measure the value created. Moreover,
for listed companies, the estimate of capital value is
useful in order to enable comparison with the market
price and plan effective communications, aimed at
promoting the value created.
1.3 Commentary on the main company
valuation methods
A sound condition to using all methods is the necessity of ensuring rationality and transparency in the entire
valuation process, properly supporting the main choices made. In addition, the valuation should be conducted by
focusing not only on the ?nancial aspect but also by estimating the industrial value, based on the hypotheses
contained in the business plan.
This paragraph analyses the principal valuation methods used in the ?nancial community, brie?y discussing
certain issues regarding their application.
08
1.3.1. Discounted Cash Flow Method (DCF)
The Discounted Cash Flow method is recognised as the
most reliable of the modern corporate theories that
correlate the value of a business to its capacity to
produce a cash ?ow stream able to adequately satisfy
the remuneration expectations of an investor.
According to current practice, the value of a company’s
equity is calculated as the algebraic sum of the
following components:
—the present value of operating cash ?ows it will be
able to generate in the future (the so-called
Enterprise Value), discounted at the rate equal to
the Weighted Average Cost of Capital or WACC; this
calculation usually involves determining the
present value of the expected future operating cash
?ows for a speci?c period of time and a terminal
value, corresponding to the present value of cash
?ows subsequent to the analytical projection
period;
—the consolidated net ?nancial positions, expressed
at market values
4
;
—the market value of activities not related to ordinary
operations or in any case not considered for the
purposes of the projected cash ?ows (surplus
assets).
The value of a company is expressed by the following
formula:
E= + Vf-D-M+SA
n
?
t=1
OFCFt
(1+WACC)
t
4
Although it is an approximation, the net ?nancial position resulting from the last set of ?nancial statements is generally used.
where:
E = market value of the shareholders’ equity;
OFCFt = operating free cash ?ow expected
for the speci?c period forecasted;
WACC = discounting rate, expressed as the weighted
average cost of capital;
n = speci?c number of years forecasted;
Vf = discounted terminal value of the company,
corresponding to the present value of the cash
?ows for the years from n+1 and later;
D = net ?nancial position;
M = minorities (market value of minority interest);
SA = surplus assets.
Speci?cally, the value of operating capital, or the
Enterprise Value, included in the above formula, is
calculated as follows:
EV= + Vf
n
?
t=1
OFCFt
(1+WACC)
t
09
5
The discounting of operating free cash ?ows at the weighted average cost of capital requires an implicit valuation of the tax savings related to deductibility
of ?nancial charges from taxable income. An alternative approach, known as the Adjusted Present Value (APV), which has signi?cant strengths in terms of clarity
in the valuation process, involves estimating the unlevered value of operating capital and speci?c calculation of the tax bene?ts. According to this technique,
the value consists of the sum of two elements: the unlevered value (without debt) and the present value of the tax bene?ts. For an analysis of the APV method,
see M. MASSARI - L. ZANETTI, Valutazione ?nanziaria, McGraw Italia Libri, Milan, 2003.
The main methodological assumptions inherent in the
application of the DCF are outlined below
5
.
I) Operating free cash ?ows (OFCF)
The expected cash ?ows are operative in nature and are
thus linked to the ordinary activities of the company.
Starting from the consolidated operating income, they
are calculated as follows:
Operating income (EBIT)
- income taxes on operating income
= net operating income
+ depreciation/amortisation
+ provisions and other non-cash items
+/- decreases/increases in net working capital
- investments in ?xed assets (net of divestitures)
= Operating free cash ?ow (OFCF)
II) Weighted average cost of capital (WACC)
The rate used to discount the expected cash ?ows
is the weighted average cost of capital, which takes
into the account the speci?c risk of the company, both
operating as well as ?nancial. It is calculated with the
following formula:
WACC = Kd x (1-T)x + Ke x
D
D+E
E
D+E
where:
K
d
x (1-T) = after-tax cost of debt;
K
e
= cost of equity;
D = net ?nancial position;
E = market value of shareholders’ equity.
The capital structure (or debt ratio) is calculated
according to the present value of the company’s debt
and equity; alternatively, an optimal debt ratio
objective can be used (attainable in the medium-term)
or a detailed year-by-year estimate.
The cost of debt, K
d
x(1-T), is equal to the average
medium to long-term cost of debt, after tax.
The cost of equity, K
e
, is equal to the rate of return on
risk-free investments, plus a premium for the speci?c
risk, calculated according to the so-called beta
coef?cient, which measures the systematic risk of a
company in relation to its yield volatility compared to
the market one. The beta coef?cient is estimated on
the basis of the same parameter expressed by
comparable listed companies and according to
considerations regarding the speci?c company being
examined.
The following formula is used for the calculation:
Ke=Rf + beta x (Rm-Rf)
10
where:
Rf = risk-free rate, equal to the yield
on risk-free investments and estimated
on the basis of the yield guaranteed
by medium/ long-term government bonds;
beta = coef?cient of volatility or systematic risk,
taken as the average market beta
for a sample of comparable companies;
(Rm - Rf) = market risk premium, calculated as
the additional return required by investors
for a stock market investment compared
to investment in risk-free activities.
III) Calculation of terminal value (V
f
)
The terminal value represents the present value of the
operating cash ?ows expected for the period
subsequent to the speci?c period of time projected.
It is calculated based on two main variables: the
standardised operating cash ?ow for the ?rst year
following the analytical projection period and the
expected perpetual growth rate “g”.
Terminal value is generally calculated via two
approaches, each of which uses numerous formulas (for
simplicity purposes, we indicate the most common
ones):
—the ?rst calculates the value using the perpetual
yield formula to discount the cash ?ow of the nth
year (the last year of projection), increasing it by a
perpetual growth rate “g”. The value obtained is
then discounted to the valuation reference date:
Vf=
OFCFn x (1+g)
WACC-g
(1+WACC)
n
—the second, which is more empirical in nature,
involves multiplying an economic quantity
(turnover, cash ?ow, EBITDA, EBIT, etc.), expected for
the n
th
year, by a value obtained by market
comparison, replicating the logic underlying the
market multiples method. As in the previous case,
the value obtained must be discounted back to the
reference date of the estimate.
A discussion of how to calculate the last cash ?ow and
the “g” factor used in the ?rst approach (which, in
practice, is the most commonly used) will be discussed
later.
IV) Net ?nancial position (D)
The net ?nancial position is calculated as the total
?nancial debts, both long-term and short-term, net of
cash and liquid assets other marketable ?nancial
assets.
Where possible (for example, in the case of listed
bonds), debts should be expressed at market values.
V) Other value components (surplus assets)
These include the total value of assets held by the
company that do not contribute to determining the
operating cash ?ows and, therefore, need to be
considered separately.
11
1.3.1. Continued – Application problems
Despite the unquestionable theoretical validity,
the cash ?ow method, however, does present some
dif?culties in application, as described below.
I) Reliability of projected ?nancial data
The quality of results obtained from a DCF depends on
the inputs and, therefore, on the capacity to determine
reliable future cash ?ows; the ?ows of the ?rst years of
the projection are based on forecasted data from the
business plan of the company, which must be
?nancially coherent, reliable and sustainable
6
.
For subsequent periods, a conservative estimate of the
growth rate in sales and the percent of impact of
operating margins must be calculated. As we will see,
said considerations are consistent with the “life cycle”
model of the sector.
For companies operating in cyclical sectors,
application of the method presents clear limitations
related to the uncertainty of the economic cycle, which
could be partially resolved by forecasting the ?nancial
data for the entire duration of the cycle (de?ned on the
basis of historical trends) and formulating hypotheses
on the evolution of the various phases. To this end, a
signi?cant example is the paper sector, strongly
in?uenced by performance in the economic cycle by
way of its fundamental drivers (changes in the price of
cellulose, sales prices, degree of utilisation of
production capacity, investment level, etc.).
Furthermore, the ability to make reliable forecasts with
respect to the economic cycle represents a
fundamental element in correctly determining future
?ows; Figure 1.1 illustrates how several key variables of
the paper sector (in Europe and North America), such as
productive capacity, degree of utilisation and operating
margins, evolve from one phase to another.
6
See “Guida al Piano Industriale” (Strategic Plan Guide), published by Borsa Italiana.
12
Similar considerations hold for the construction sector,
where the length of the cycle is correlated to
performance in the economy and public expenditure.
Particular attention must be paid to companies
undergoing restructuring processes, as their
turnaround strategies and subsequent investments do
not make historical data very useful in interpreting
future data, and lead to negative cash ?ows for the ?rst
few years of the forecast. In these companies, there is
Figure 1.1 Trend in EBITDA and productive capacity in the paper sector
25%
20%
15%
10%
5%
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004
Europe
North America
15,000
12,500
10,000
7,500
5,000
100%
90%
80%
70%
93 94 95 96 97 98 99 00 01 02 03E 04E 05E
Capacity % of use
EBITDA trend (%)
Production capacity in Europe (mln tons)
growth% 4,7% 8,6% 6,1% 4,7% 8,8% 8,5% 6,8% 5,7% 5,9% 4,5% 3,1% 1,6% 3,8%
Source: JPMorgan analysis based on ?nancial statements and sector research
also a signi?cant decline in operating margins,
associated with the need to sustain extraordinary costs
to ?nance the restructuring process (productive
reorganisation, reduction of personnel, etc.). In these
situations, it can be dif?cult to establish the credibility
of forecasted data. Therefore, more so that in other
cases, a conservative approach must be taken,
speci?cally regarding estimated costs of expected
bene?ts and assumptions in terms of sales growth (new
13
Beta
Sector Leader Follower
Energy - oil - gas 0.6 0.8
Food 0.7 0.8
Pharmaceutical & Biotech 0.6/2.0 1.0/2.5
Transportation 1.1 1.3
Media 1.1 1.3
Banking 1.1 1.5
Durable goods (cyclical) 1.2 1.4
Automotive & components 1.3 1.5
Source: JPMorgan M&A Research, december 2003
Table 1.2 Average beta coef?cients by sector
products, reorganisation of distribution structure, etc.).
To this end, it is useful to compare the most signi?cant
?gures with those of companies working in the same
sector that are not undergoing restructuring processes
(i.e. benchmarking).
II) De?nition of a consistent beta
Another recurring problem regards the necessity for a
signi?cant measurement of risk, essential in order to
determine the discount rate; this problem is
particularly troublesome for unlisted companies, which
do not have a beta coef?cient expressed by the market,
and the parameter derived from comparable listed
companies presents certain limitations related to the
dif?culty in ?nding one or more companies with an
analogous risk pro?le.
In order to de?ne a correct beta coef?cient, in addition
to the experience of the valuator, one must consider
the size of the company (higher coef?cient for smaller
companies), the competitive position within the
reference sector (“leader” companies have lower beta
coef?cients than “follower” companies) and the degree
of ?nancial leverage (a higher level of debts
corresponds to a higher beta coef?cient).
The table below illustrates average estimated beta for
several industries, assuming an average level of
?nancial leverage for the sector and differentiating
between leaders and followers.
14
It can sometimes be useful to extend the reference
information used to determine the beta coef?cient to
other parameters, such as the beta for different sectors
but with similar growth patterns (cyclical sectors
versus non-cyclical sectors, luxury sectors versus mass
market sectors) or, in general, with comparable
competitive situations.
Finally, estimating beta becomes complex in case of
start-up companies or companies undergoing a
turnaround phase, companies with a strong presence in
emerging markets and companies with large projects
to launch new products, enter new SBAs or new
geographical areas. In these cases, valuators should
take into account the higher risk inherent in these
situations and to choose a signi?cantly higher beta
7
(see point V of the present paragraph as well).
III) Time horizon
Generally speaking, the speci?c time horizon should be
equal to the CAP, or Competitive Advantage Period;
consequently, the last year forecasted should be that
in which the company loses its differential bene?ts, in
terms of competitive advantage, and aligns its results
to the performance of competitors.
In practice, valuation time horizons generally range
from 6 to 10 years, vary according to the reference
sector and can be extended under speci?c
circumstances.
One factor that in?uences the length of the time period
is the duration of the economic cycle and the phase
which the relevant company is undergoing.
Other cases in which it is possible to extend the time
horizon include, for example, when the company
sustains signi?cant investments that will produce
bene?ts over a longer time period, or when the
business of a company is linked to a license with a
long-term duration (for example, the owner of a licence
in the highway management business). More extended
time periods are sometimes used by companies in the
start-up phase, for which the achievement of
economic?nancial stability, for the purposes of
calculating the terminal value, is expected only after a
period that is longer compared to that of companies
already operating in the same sector.
The use of shorter time periods, on the other hand, is
rare in valuations.
Nevertheless, a reduced time period can be considered
for companies operating in sectors where future trends
are dif?cult to estimate.
IV) Presence of surplus assets
The problem of surplus assets occurs when a company
holds ?xed assets that do not produce operating cash
?ows or, to a lesser degree, in the presence of
underutilised assets, whose value in a discounting
process could be ignored or simply underestimated.
In these cases, the valuation of said assets can be best
expressed in their liquidation value and can be
included under a speci?c item. A typical example of
this is a company with a substantial real estate
portfolio (for example, prestigious buildings), the value
of which is not re?ected in the DCF. The same holds for
companies with non-consolidated investments in listed
or unlisted companies.
A further example is provided by industrial companies
that have, under their ?xed assets, electrical energy
production systems that are not fully exploited for
self-consumption; in this case, the value of said
systems could be included under surplus assets,
entering the cost of electrical energy procurements
currently self-produced under the cost items
in the business plan, thereby avoiding duplication of
value.
7
This is the same approach used by venture capitalists who, in valuing start-up companies, apply signi?cantly higher beta values compared to companies belonging
to the same sector but present on the market for a certain number of years.
15
8
An adequate management control system should, therefore, establish the data and information selection and collection procedures, in order to enable management
to carry out prudent and functional decisions for the measurement of value created. For further information, see “Guida al Sistema di controllo di gestione”
(Management Control System Guide), published by Borsa Italiana.
V) Presence of signi?cant growth projects regarding new strategic initiatives
For companies with signi?cant growth projects, related to the launch of new products or entry into new SBAs or
geographical areas, a conservative approach is necessary, more so than in other cases, in terms of both the
estimate of cash ?ows as well as use of an adequate level of risk.
In line with what is set forth in the “Strategic Plan Guide”, expected cash ?ows should be consistent (with the
strategic intentions and the Action Plan), reliable and should not incorporate the effects of strategic choices that
are not wellde?ned, for which it is not possible to quantify the economics without being exposed to high levels of
risk.
When applying the DCF, it is useful to identify the value attributable to new initiatives and its impact on the total
value of the company. This requires distinguishing the cash ?ows related to new strategic projects from those likely
to be produced as part of the current base business
8
as well as using different beta coef?cients to calculate WACC.
To this end, as outlined in point II of this paragraph (“De?nition of a consistent beta”), the WACC of new, strategic
projects should be calculated using a signi?cantly higher beta. Figure 1.3 shows the growth in total cash ?ow of a
company (dotted line) generated by the base business (solid line) and by new projects (shaded area), showing the
relative contribution to total value.
Figure 1.3 Value of the base business and value of new projects
150
100
50
0
-50
-100
0 1 2 3 4 5 6 7 8 9
Total
Cash ?ow
Value of
new projects
(27%)
Value of the
base business
(73%)
Cash ?ow from
new projects
Cash ?ow from
the base business
Total value
Source: T. COPELAND - T. KOLLER - J. MURRIN, Valuation, John Wiley & Sons, U.S.A., 2000
16
VI) Terminal value
Further examination is required for the calculation of
terminal value, given its common impact on the
calculation of the Enterprise Value
9
and the dif?culties
in estimating its components. Speci?cally, the focus is
on determining the cash ?ow of the last year of the
forecast (with speci?c reference to the assumptions at
the basis of sales, operating margins and investments
in ?xed and working capital) and the perpetual growth
rate “g”. The observations made on the single aspects
are strictly correlated, and it is therefore important that
the various elements be de?ned in a consistent
manner.
The underlying assumption is that it is dif?cult to
inde?nitely sustain sales growth in most industrial
sectors. It would seem more realistic, after steady
growth in the initial years, to expect the market and,
consequently, the company to enter a maturity phase
over the medium and long-term, with growth rates
nearing zero, if not negative. This can be seen both in
low technology sectors, where decline is physiological,
and in high-tech sectors, where rapid saturation of
demand and the introduction of alternative
technologies provide the same results.
In addition, competition, which can negatively impact
a company’s performance, should not be ignored in the
medium and long-term. This aspect regards all
competitive contexts in which the competitive
advantage enjoyed by a company is progressively
eroded by competing companies, incumbent or new
entries, which, attracted by considerable pro?ts, fuel
competition with aggressive pricing strategies, greater
ef?ciency of processes, incremental innovations, etc..
Lastly, the possibility of a decline in the sector
9
The terminal value may represent a very signi?cant portion of the value of the company.
10
Note that, given the different sizes of the companies in terms of sales, the scales of values are not the same and, therefore, the curves cannot be compared
in absolute terms.
accelerated by factors related to technological
advancement (raw materials, products and processes)
or regulatory changes should not be underestimated.
The valuator may encounter companies or sectors that
do not fall within the situations described above.
In this case, given the particular nature of the
situations, it is important to justify the decisions made
with the utmost transparency.
The sections below provide suggestions on estimating
the terminal value, as well as growth in sales over the
medium/long-term, operating margins, investments in
the ?nal years of the forecast period and, ?nally, the
assumptions at the basis of perpetual growth rate “g”.
a) Growth in sales
The above considerations lead one to avoid forecasting
positive sales growth rates for the ?nal years of the
projection, to avoid generating a distorting effect on
the cash ?ow used to determine the terminal value.
Moreover, this decision is compatible with the life cycle
of a company and is applicable to most sectors.
Generally speaking, while a growth in sales is
sustainable under certain circumstances, in the initial
years of the analytical forecasted period, we assume
this will decline over the medium and long-term, due to
saturation of market demand and increased
competition. Therefore, sales cannot justi?ably
increase forever, but it is more correct to assume a
progressive slowdown in growth, until reaching rates of
near zero.
By way of example, Graph 1.4 shows the trend in sales
over the last twenty years for three American
companies belonging to different sectors
10
.
17
Graph 1.4 Sales trends in Ford Motor, Coca Cola and Walt Disney
1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002
Source: Analysis of data by Thomson Financial
Ford Motor Co Coca Cola Co The Walt Disney Company
The aforementioned conclusions may be mitigated in
the case of speci?c companies whose competitive
advantage does not diminish during the projection
period, or when the cash ?ow projection period is short
(3-5 years).
b) Trend in operating margins
Similarly to what was stated for growth in sales, and in
line with the theory on decreasing marginal yields,
several observations can be made with respect to the
trend in operating margins.
In fact, it is dif?cult to imagine sales margins growing
throughout the entire projected period (especially when
the time horizon is not short); except for particular
cases, this should actually stabilise, or even decrease.
Even in this case, competition over the medium and
long-term will impact the performance achieved by the
company in the initial years.
While it is reasonable to assume growing operating
margin percentages at the beginning (for example, due
to lower overhead costs, improvement in process
ef?ciency, achievement of economies of scale in
purchases, increase in prices, etc.), competitive
advantage will be eliminated in subsequent years and,
in all likelihood, competition will focus above all on
price, with an inevitable negative effect on margins.
Consequently, it is reasonable to assume a stabilisation
or contraction of operating margin percentages in the
?nal years of the projection (with the subsequent effect
on cash ?ow for the last year and, therefore, on the
terminal value).
c) Investment in ?xed capital (capex) and working capital
In terms of investment in ?xed capital, hypotheses
must be consistent with the growth in sales and the
impact of operating margins throughout the entire
time period.
When the projected time period is not short, an
underlying hypothesis of the DCF model states that the
company reaches its so-called “steady state” during
the last year of the forecast. For this reason, common
practice calls for gradually reducing the level of
18
investment, in order to essentially obtain parity with
the level of amortisation and depreciation by the n
th
year. This approach implies zero growth in net
investments, and therefore cannot be applied in case of
in?nite sales growth, or with increasing operating
margins.
In fact, it is unrealistic to assume that the company
can inde?nitely maintain its competitive advantage
without further investments, increasing its sales and
margins. Consequently, maintaining sales growth
throughout the entire period and/or assuming
increasing margins (on a percentage basis) requires a
level of investment that is greater than that absorbed
by amortisation and depreciation.
This leads to partial absorption of the operating cash
?ow during the last year and, therefore, a reduction in
the terminal value.
The following graph shows, by way of example, Ford
Motor Co. trend in sales (right axis, in millions of $),
capex and amortisation/depreciation (left axis, in
millions of $) over the last twenty years.
Graph 1.5 Ford Motor Co.: trend in sales, capex and amortisation/depreciation
20.000
18.000
16.000
14.000
12.000
10.000
8.000
6.000
4.000
2.000
0
180.000
160.000
140.000
120.000
100.000
80.000
60.000
40.000
20.000
0
1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002
Depreciation
& Amortisation
Capex
Sales
Source: Data analysis by Thomson Financial
19
Graph 1.6 McDonald’s Corp.: trend in sales, capex and amortisation/depreciation
Source: Data analysis by Thomson Financial
3.500
3.000
2.500
2.000
1.500
1.000
500
0
16.000
14.000
12.000
10.000
8.000
6.000
4.000
2.000
0
1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002
Depreciation
& Amortisation
Capex
Sales
In terms of working capital, the steady state
hypothesis assumes it is kept constant, with zero
impact on ?nal year cash ?ow. The same
considerations are valid in this case as well, since
growth in sales (with conditions related to customer/
supplier payments and inventory turnover days being
equal) implies, in most cases, an increase in working
capital and absorption of the cash ?ow generated by
operations.
Finally, in order to verify consistency between growth
in sales and the amount of capital invested in the
medium to long-term, the turnover rate, or rather the
ratio of sales to capital employed, should be veri?ed,
ensuring it does not reach levels that are too high to be
justi?ed by operating ef?ciency.
d) Perpetual growth rate “g”
The comments made with respect to the cash ?ow for
the last year projected suggest a cautious approach in
estimating growth rate “g”, which should basically be
equal to zero. This decision, however, should take into
account the sector and the company, and the rate may
take on different values in particular cases or when the
time horizon is especially short. In any case, adoption
of a rate other than zero should always be properly
justi?ed.
Although these conclusions may appear to be harsh,
over the long-term they represent reasonable choices
for a rational approach to estimating the value of a
business.
The following graph shows the same variables for McDonald’s Corp.
20
The following table summarises the comments made with respect to the elements that have an impact on the
terminal value.
Alternatives Application Impact on Vf
a) Growth in sales
= 0 Most companies/sectors =
> 0 Special cases or short time periods ?
b) Growth in operating margins (% sales)
= 0 (< 0) Most companies/sectors = (?)
> 0 Special cases or short time periods ?
c) Investments net of amortization
and depreciation
= 0 When growth in sales
and operating margins equals zero
=
> 0 When growth in sales
and operating margins in greater than zero
?
d) “g” rate
= 0 Most companies/sectors =
> 0 Special cases or short time periods ?
1.3.2. Market multiples method
The market multiples method assumes that the value of a company can be determined by using market
information for companies with similar characteristics as the one being valued as a reference.
The method is based on the determination of multiples, calculated as the ratio of stock market values to the
economic and ?nancial variables in a selected sample of comparable companies. After making the appropriate
adjustments, these multipliers are then applied to the corresponding ?gures of the company being valued, in order
to estimate a range of values, should the company be unlisted, or to verify if they are in line with those expressed
by the market, if the company is listed on the stock market. Application of said criteria is carried out according to
the phases described below.
21
I) De?ning the reference sample
Given the nature of this method, the similarity of
companies in the reference sample and the company
being valued is fundamental (from an industrial and
?nancial point of view). The practical impossibility of
identifying companies that are homogeneous under
every aspect leads to determination of the most
signi?cant elements to be compared and,
consequently, a selection of comparable companies
with respect to the speci?c elements selected.
II) Choosing signi?cant multiples
The most common multiples used in company
valuation are the following:
—EV/EBITDA: ratio of Enterprise Value (market
capitalisation plus net ?nancial position) to gross
operating margin;
—EV/EBIT: ratio of Enterprise Value to operating
income;
—Price/earnings (P/E): ratio of share price to net
earnings per share;
—EV/OFCF: ratio of Enterprise Value to operating free
cash ?ow;
—EV/Sales: ratio of Enterprise Value to company sales.
Multiples calculated by using ?gures more in?uenced
by accounting and ?scal policies are subject to risk of
distortion and may cause misleading results;
among these, P/E is the most impacted by said factors
(in addition to being in?uenced by the different level of
indebtedness). For this reason, several adjustments and
standardisations are carried out in practice or,
alternatively, multiples calculated with less
discretional ?gures are used (for example, EV/EBITDA
rather than EV/EBIT). The use of EV/Sales, on the other
hand, is increasingly uncommon and is limited to cases
of companies with negative margins or in a turnaround
phase.
III) Calculating pre-selected multiples
for companies in the sample
Multiples are generally calculated according to
?nancial data of the current year and of the following
one. However, different time periods may be selected,
according to the speci?c company and the purpose of
the valuation.
IV) Identifying the multiples value range
to apply to the company being valued
Selection of the range to apply is carried out according
to qualitative and quantitative considerations
regarding the comparability of the companies making
up the sample.
V) Applying multiples
These ratios are applied to the economic and ?nancial
?gures of the company being valued, in order to
determine a range of values.
22
1.3.2. Continued – Application problems
The use of market multiples is considered to be a simple control method by supporters of the DCF. As previously
indicated, operators within the ?nancial community are increasingly using the multipliers method to validate the
results of ?nancial methods, especially when the objective of the valuation is the determination of a price, and not
only of a value.
Even the multiples method has a series of limitations, most of which depend on the dif?culty of choosing the
sample of comparable companies and the multiple to use. The paragraphs below provide a series of discussions on
these aspects.
I) Selecting the reference sample
The ?rst and fundamental decision in a valuation by
multiples is the selection of comparable companies,
required in order to build a sample of companies
homogeneous to the one being valued. To this end, a
series of signi?cant parameters for the construction of
a rational basket of companies is presented, classi?ed
according to three levels of comparability:
—national, intra-sector comparison;
—international, intra-sector comparison;
—inter-sector comparison.
The ?rst level, which entails the search for companies
within the same sector and belonging to the same
stock market, is surely the easiest and most immediate
and provides the best results. This means that if this
search is able to produce a suitable and accurate
sample, extending the analysis to successive levels is
not necessary. Unfortunately, the situation described
occurs very rarely, especially in the Italian stock
market, in which there are often no comparable
companies.
The national intra-sector comparison should be carried
out along two lines of analysis, based on the study of
both quantitative and qualitative elements, and the
sample identi?ed consist of companies with
similarities to the company being valued along both
lines.
The quantitative comparable variables include, ?rst
and foremost, the historical and projected economic
and ?nancial data. The capacity to create value (RoCE),
expressed by the operating results (operating margins
as a percentage of sales and their growth rate in the
short/medium-term) and by the turnover in capital,
undoubtedly takes on an important role for the
purposes of comparative analysis. Said indicators must
not be considered separately, as a comparison based
solely on the operating margin tends to omit factors
related to the structure of the business model
11
and to
the uses of the capital employed. As an example, think
of companies operating in the same sector which have
carried out various make-or-buy choices for certain
phases of the production process or management of
the distribution channels (for example, sales points
that are owned, franchised or belong to third parties); in
situations such as these, a comparison that does not
take into account the impact of capital employed
11
Business model refers to the series of functions or processes necessary to create, produce and distribute the product/service of the company to the ?nal customer.
The business model varies according to the single business unit, the company and the sector.
23
provides misleading results, in favour of the company
with a lower turnover, which might be less pro?table in
terms of value creation.
Other quantitative parameters to be considered include
size, sales growth and breakdown, asset con?guration
and ?nancial structure.
In terms of sales, two companies with extremely
different sizes, though similar in terms of product
portfolio and sales breakdown, are generally not valued
in the same way by the market. The larger company is
usually given a higher value, as it is not only more
liquid, but is perceived as being more solid and less
subject to the risk of ?nancial imbalance. These
considerations hold true assuming that there are no
signi?cant differences in the companies’ capacity to
create value and growth prospects.
Similarly, even in the presence of comparability in
terms of sales, the company with the best prospects for
sales growth, likely justi?ed by a sizeable investment
plan, generally has higher multiples.
On the issue of comparability of sales, different values
may be provided by the market in the case of
companies which, although operating in the same
competitive arenas, respond to market demands with
an effectively different portfolio of activities,
corresponding to differences in terms of margins and
risk pro?le (the considerations in terms of creation of
value hold true even in this case). An example might be
the comparison of two utility companies which,
although operating in the same sector, are different in
the sense that one provides only distribution whereas
the other is also involved in energy production. To
conclude the comparison of quantitative parameters,
the choice of basket of companies can also be
in?uenced by the composition of assets (in terms of
ratio of working and ?xed capital) and the ?nancial
structure, which has a direct impact on the weighted
average cost of capital (WACC).
As far as the comparison based on qualitative elements
is concerned, it is important, when selecting
comparable companies within the sector, to also take
into consideration aspects that regard competitive
positioning, the capacity to innovate (measured by
track record) and, above all, the entrepreneurial
formula (or business model).
As already mentioned, the qualitative criteria should
be used in close collaboration with quantitative ones, in
order to de?ne a sample that is consistent sample
under both pro?les.
Without going into detail regarding all the possible
qualitative analogies and differences among
companies operating in the same sector, for
competitive positioning, when the company being
valued does lacks signi?cant market share, it is held
correct to exclude companies that are leaders in their
sector from the sample. The same goes for comparison
of business models. In fact, preference must be made
for companies that carry out their business according
to similar entrepreneurial formulas in the same sector.
Comparison of business models is rarely contemplated
in the choice of reference sample, but is considered
to be a fundamentally important aspect, upon which
most of the quantitative and non-quantitative factors
that comprise the distinctive features of a company
depend, even in terms of risk pro?le. For this reason, as
shown below, comparison of entrepreneurial formula is
useful even for companies belonging to different
sectors.
Finally, once all the possible elements of comparability
have been evaluated, both qualitative and quantitative,
a possible approach, rarely used in practice, would be
to consider the factors described up to this point in
terms of weight to attribute to the individual
companies making up the comparison basket.
24
The second level of the search, which is the
international, intra-sector comparison, involves
identi?cation of comparable companies from different
?nancial markets; a basket consisting of companies
listed in the same market would certainly provide
better results (especially for small and medium caps).
However, weak comparability on the domestic front or
the presence of sectors that can be considered global
(telecommunications, automotive, biotechnologies,
media, etc.) requires expansion of the sample to
include foreign companies.
Attention is generally aimed at European and American
companies and all ?nancially evolved markets with
substantial liquidity levels: therefore, companies listed
in emerging markets or in markets characterised by
fundamentally different market multiples and/or
investor risk-return pro?les are excluded, such as
Japan.
In international comparison, the differences in budget
and tax policies lead to the use of multiples that
remove said components (for example, a multiple such
EV/EBITDA reduces the problem of differing taxation
and, at the same time, lessens any distortions resulting
from different amortisation policies).
The third level of analysis regards inter-sector
comparison, which is required when companies
belonging to the same sector cannot be compared and,
consequently, the elements of similarity to create a
signi?cant basket of companies are lacking. Inter-
sector comparison assumes that the real possibility of
attributing the same risk and return pro?le to similar
companies is at the basis of comparability.
Consequently, a comparison with companies operating
in essentially different sectors is also possible, as long
as the risk-return pro?le is similar to that of the
company being valued. Situations like the one
described can occur when two companies, although
operating in different sectors, have a similar
entrepreneurial formula, with results in?uenced by the
same value drivers. For example, it could be useful to
compare companies producing luxury cars with
companies operating in the luxury sector (belonging to
the luxury boats sector or even the fashion sector)
rather than other automakers, since the type of
customers, the buying factors and the drivers at the
basis of the revenueproducing chain are very similar.
Another example is the comparability that exists
between airport companies and those managing
railway stations or harbours, as well as companies
managing trade fair space.
25
The table below summarises the possible alternatives in choosing comparable companies.
Comparison Listing market Quantitative parameters Qualitative parameters
Intra-Sector
National – RoCE, level and growth of operating
margins, turnover
– Sales (size, growth and composition)
– Assets (size and composition)
– Financial structure
– Posizionamento competitivo
– Track record innovazioni
– Business model
International – Parameters for national comparison
– Necessity to ?lter data of the effects resulting from different accouting
and tax policies
Inter-Sector
National
and International
– Business model
– Value driver
II) Choosing signi?cant multiples
The second fundamental decision to make in applying
the multiples method regards de?nition of the
multiplier to be used in valuing the target company.
The assumption behind the multiples method is that
the value of a company can be measured against a
signi?cant variable and the resulting relationship is
also valid for comparable companies: the subject
variable can be selected from a wide range
of alternatives, as long as it is able to encapsulate the
value of the target company and its capacity to create
value.
In most cases, more than one multiple can be used for
the valuation of a company, each presenting its own
application advantages and disadvantages;
nevertheless, a single multiplier is almost always
chosen, and it is usually the one that provides the best
trade-off. Each time an analysis by multiples is carried
out, we must be aware of the reasons leading to the
selection of a speci?c multiplier, avoiding the dogmatic
use of coef?cients that, in the case under examination,
may no longer be appropriate or may need to be
coupled with those that are more appropriate for the
speci?c context. This means that we must not consider
exclusively those ratios most used in practice, but look
for, where necessary, other indicators that best
represent the value of a company and of its capacity to
create value.
An example of this are the industrial sectors in which
competitors are differentiated by make-or-buy
strategies, thus presenting different margin levels (due
to the mark-up provided to contractors) and turnover
(due to elimination of certain phases of the production
process and the corresponding investment in ?xed
capital); in these cases, although the EV/EBITDA
multiple is one of the major ratios considered, it could
also be useful to take into account the EV/CE
(Enterprise Value/Capital Employed), which compares
the value of the company to the capital invested.
In valuation practice, coef?cients that focus on the
growth potential of companies are sometimes used. For
example, P/E and EV/EBITDA are supported,
respectively, by PEG (P/E divided by the growth rate in
pro?ts over the next 3-5 years) and EV/EBITDAG (EV/
EBITDA divided by the growth rate in EBITDA over the
next 3-5 years). As a result, the analysis is enhanced
with considerations regarding growth prospects,
26
fundamental for the creation of value.
In addition to the most commonly used multiples, a
company may also be evaluated, in some sectors, with
multipliers that refer to non-accounting items, which
are strongly related to the value drivers (the so-called
business multiples).
A signi?cant example of this is companies that manage
airport spaces, whose turnover (but also margins)
depends to a signi?cant degree on the number of
passengers transiting through the structure; this
variable may be used to construct the multiple EV/
passenger, which sometimes accompanies traditional
multipliers. Another example is provided by Asset
Gatherer companies, whose growth prospects depend
on the size and ef?ciency of distribution network, and
which are thus valued also according to a multiple of
the number of ?nancial advisors. Finally, the paper and
cement sectors are worthy of mention. In these sectors,
in addition to the EV/EBITDA and P/E ratios, multiples
of the productive capacity can also be taken into
consideration (for example, EV/Tonnes of capacity
installed), a crucial factor for medium and long-term
success. In fact, the extremely cyclic nature of these
sectors leads to a highly variable EBITDA, which
sometimes does not “capture” earnings potential
associated with recent investments and the quality of
current systems.
It is important to underline that indiscriminate use of
this last approach may lead to subjective and irrational
valuations, which in the past have fuelled speculative
bubbles
12
. For this reason, non-accounting items, while
useful in certain contexts, must always be used with
extreme caution, and only in the presence of an
effective and direct relationship between the non-
accounting variable and the company’s ability to
create value (in general, these multipliers are used
merely to support traditional multiples).
Finally, in the search for the most suitable multiples, it
may be useful to identify empirical con?rmation that
shows their capacity to “explain” the value of the target
company; in fact, determining whether the market
implicitly attributes to an indicator suitability in
estimating the price of a company is possible by
carrying out, on a sample of comparables, an analysis
of correlation between the multiple itself and the
reference variable. The greater the correlation, the
better the multiple is able to summarise the price
expressed by the market
13
. Graph 1.7 shows that, for
companies belonging to the luxury sector, there is a
good correlation between the multiple EV/EBITDA and
growth in EBITDA, while there is no correlation between
EV/Sales and the respective underlying variable: this
implies that the factor used by the market in de?ning
the price of luxury companies is the gross operating
margin and, as a result, the multiple EV/EBITDA is
considered more signi?cant.
12
See also paragraph 2.6., related to the valuation of TMT companies.
13
It is important to underline that for said analyses to enhance application of the multiples method, they must be carried out on a sample consisting of an adequate
number of companies and subjected to tests of statistic signi?cance.
27
14
As de?ned in J. M. STERN - J. S. SHIELY, The EVA Challenge, John Wiley & Sons, New York, 2001.
15
Adjustments can be made to the components of the EVA in order to calculate NOPAT and CE ?gures related exclusively to operating activities,
without the impact of items not related to ordinary operations.
Graph 1.7 Correlation analysis for the luxury sector
7
6
5
4
3
2
5% 10% 15% 20%
H J
B
C
E
F
G
A
I
D
Sales growth year t1 vs t0
E
V
/
s
a
l
e
s
y
e
a
r
t
0
30
25
20
15
10
5
10% 15% 20% 25%
Sales growth year t1 vs t0
E
V
/
E
b
i
t
d
a
y
e
a
r
t
0
G
F
H
D
B
E
J
A
I
C
In conclusion, when carrying out a valuation with multiples, we reiterate the necessity of making rational decision,
avoiding the application of said method in a mechanical manner, without taking advantage of its nuances and
implications.
This holds true both for the choice of comparable companies as well as for the selection of multiples, where it is
essential to be aware of the advantages and disadvantages of every indicator, support the choice with a correlation
analysis and, above all, if signi?cant, expand the spectrum of multiples with those that are most related to the
capacity to create value.
1.3.3. EVA
®
- Economic Value Added
A particularly interesting valuation method, which
offers a different representation of value with respect to
the DCF, is the EVA (Economic Value Added) method.
EVA is a method of determining the performance of a
company correlated with the objective of maximising
shareholders value; it is used to measure the value
created, or the “residual pro?t after deducting the cost
of capital employed used to generate that pro?t”
14
.
The necessity of developing a method of measuring the
value created derives from the assumption that
estimating the performance of a company merely by
examining accounting results has numerous implicit
limitations. These are mainly due to the conservative
nature and the incompleteness of the accounting
system, which does not represent the true performance
of operations.
The Economic Value Added is based on the assumption
that a company creates value where pro?ts are greater
than the total cost of sources of ?nancing.
Measurement of the value generated or destroyed by
the company annually is calculated as the operating
pro?t, net of taxes, less an imputed cost expressing
remuneration from the capital invested. The formula is
the following:
EVA = NOPAT - (WACC x CE)
15
28
where:
NOPAT = Net Operating Pro?t After Tax;
WACC = weighted average cost of capital;
CE (Capital Employed) = net capital invested, as per
the last ?nancial statements.
Similarly, the EVA can be obtained by representing it in
a way that expresses the difference between yield and
cost of capital invested (the so-called value spread
formula):
EVA = - WACC x CE
( )
NOPAT
CE
The versatility of use of the EVA also depends on its
relationship with three important areas of managerial
decision-making:
—operating decisions (in which SBAs to operate,
ef?ciency, pricing, etc.);
—investment decisions;
—?nancing decisions (leverage, type of ?nancial
instruments, interest rates, etc.).
The three managerial levels indicated have a direct
impact on the creation of value and, therefore,
on the EVA.
Due to this sensitive correlation between value of the
company and the managerial decision-making areas,
the EVA is used for a series of management purposes,
in addition to the valuation of companies, which
include the following:
—structuring of a rewarding system based
on the creation of value;
—valuation of extraordinary ?nance transactions
(determining pricing in M&A transactions, IPO,
restructuring, etc.);
—communication with investors.
Determination of the annual EVA leads to calculation
of the company value using an intermediate ?gure
called MVA (Market Value Added), which is
mathematically equivalent to the present value
of all future EVAs. The relationship between market
value of the company (EV) and MVA is illustrated
by the following formula:
EV=CE +
EV=CE + MVA
?
?
t=1
EVAt
(1+WACC)
t
MVA is a ?gure that acts as a link between share price
and EVA, and it is useful to calculate it ex ante (for a
company being listed), in order to estimate a fair value
of the company to propose to the market, or ex post
(when the company is already listed), as the difference
between EV and CE. In the second case, the MVA should
be interpreted as the goodwill attributed to the
company by the market, in relation to its prospects for
future earnings.
The ?gure below clari?es the relationship between EVA,
MVA and market prices, and allows appreciation of the
validity of EVA both as a valuation tool as well as a
benchmark comparison with the value expressed by the
market, or the price.
29
Figure 1.8 Relationship between EVA, MVA and market price
Ex post calculation
EV
Ex ante calculation
CE
Mkt
Cap
(E)
Net
Debt
MVA MVA
EVA t+1
EVA t+2
EVA t+3
EVA t+n
perpetual
EVA t+n
Another way of representing the value provided by EVA
breaks down the Enterprise Value into two components,
directly related to the management of operations:
—Current Operations Value (COV);
—Future Growth Value (FGV).
COV measures the value of a company under the
hypothesis that the result of the last historical year
remains constant over time. The actual calculation
involved adding Capital Employed and the value of
performance, in terms of EVA for the last period ended,
using the perpetual yield formula.
FGV, on the other hand, expresses the increased or
decreased creation of future value expected from a
speci?c company. It stems from expectations of
improvement in the starting EVA, both in the medium-
term (typically included in the business plan of
companies) as well as in the long-term and is
calculated as the present value of future increased EVA
values with respect to the EVA in the last available
?nancial statement. The usefulness of said component
is clear if it is viewed as a summary of the improvement
(or deterioration), in terms of creation of value, with
respect to the current situation (Figure 1.9).
30
Figure 1.9 Breakdown of a company’s value
COV
Enterprise
Value
FGV
EVA t0
WACC
Capital
Employed
(CE)
FGV
?
?
t=1
?EVAt
(1+WACC)
t
}
In fact, although it provides similar results, this breakdown provides a different representation of the company’s
value compared to traditional methods, such as DCF. The discounted cash ?ow method, as mentioned above, is
based exclusively on future results, and the terminal value is a signi?cant part of the company value. EVA, on the
other hand, evaluates a substantial portion of the company value on performance achieved until now and on
growth expectations over the medium term, calculated in accordance with the business plan.
Using this formula, the area outside the control of management, in terms of company valuation, is signi?cantly
reduced, and the value expresses not only the result the company will be able to achieve in the future but also the
results achieved so far.
16
The same approach is used for the valuation of holding companies.
1.4. Valuation of multi-business companies
If the company to be valued is a multi-business one, measuring the company value of each individual SBU is
considered to be more correct, building a total value by the “sum of the parts”
16
(Figure 1.10); the necessity to value
each business unit is particularly strong in cases where these SBUs have different risk-return pro?les.
31
Figure 1.10 Value of a multi-business company
In applying the DCF, the EV of each SBU must be
estimated, discounting the respective operating cash
?ows at a cost of capital that re?ects the speci?c risk.
For the cost of equity, this requires an ad hoc estimate
of beta for each area of business and, for the cost of
debt, use of a corporate rate
17
. The Equity of a company
is obtained by subtracting the present value of
corporate overhead and the consolidated net ?nancial
position from the Enterprise Value of each SBU. Only in
particular situations (project ?nancing, utilities, etc.),
in which not only the operating results and capital
invested, but also the level of debt, are attributable to
each area of business, is it possible to calculate, in
addition to the value of operating activities (EV), also
the Equity Value for each SBU.
Regarding the multiple method, it is useful to de?ne a
sample of comparable companies for each SBU and
choose the most appropriate multipliers. Similarly to
what occurs for the DCF, total EV is obtained from the
sum of the EV of each areas of business, from which it
is possible to calculate the Equity by subtracting the
corporate net ?nancial position.
In general, use of a valuation by “sum of the parts” is
17
To calculate WACC, the corporate debt ratio (D/D+E) is typically used.
facilitated by the availability of information present in
the business plan. Otherwise, professional investors,
lacking a complete disclosure of data necessary for
development of a DCF per area of business (not only
economic data, but also ?nancial and income data),
will ?nd it easier to use multiples, calculated on the
basis of forecasted economic data typically disclosed
to the market (for example, sales or gross operating
margin). An alternative in order to obtain a valuation
per single business area is to estimate the value of
each SBU regardless of all the hypotheses on the debt
level and discount the relative ?ows at the unlevered
cost of capital (calculated using an unlevered beta).
This approach, known as the APV (Adjusted Present
Value), allows the value of each SBU to be calculated as
if it were entirely ?nanced by equity (see note 5).
Consequently, the Enterprise Value of the company is
equal to the sum of the NPV (Net Present Value) of
operating ?ows of each SBU and the current value of
the tax shield associated with the overall debt of the
company. The net worth is in turn represented by the
algebraic sum of the EV, net ?nancial position and
surplus assets, if any.
Enterprise
Value
Value of the
Strategic Business Units
Corporate
overhead
Enterprise
Value
Value
distribution
SBU 1
SBU 2
SBU 3
Net Debt
Equity
32
2. Valuation of companies
operating in speci?c sectors
This paragraph deals with the valuation of companies operating in sectors where traditional methods cannot easily
be applied, or where their use involves speci?c aspects that require further explanation.
The sectors analysed below do not encompass all cases where it is possible to value a company with non-traditional
approaches, nor do the methods proposed represent the only possible alternatives.
2.1 Banks
The valuation of banking companies is typically carried
out according to two approaches, described below.
I) Dividend discount model
According to this version of the ?nancial methods
(Dividend Discount Model, or DDM), the value of a bank
is equal to the present value of the future cash ?ows
available for stakeholders, hypothesised to be equal to
the ?ow of distributable dividends maintaining an
adequate equity structure (based on regulations in
force) and considering the need to sustain expected
future development. The formula is as follows:
Ve= + Vf
n
?
t=1
Dt
(1+Ke)
t
where:
Ve = economic value of the bank;
Dt = maximum annual dividend distributable
by the bank;
Vf = terminal value of the bank
n = number of years of analytical projection;
Ko = dividend discounting rate, expressing
the company’s cost of equity;
g = perpetual growth rate of the distributable
dividend starting from year n+1.
II) Regression approach
The regression principle consists of analysing the
relationship between pro?tability (Return on Average
Equity, or RoAE) and the ratio of market capitalisation
to value of shareholders’ equity (Price/Book Value) of a
bank, with reference to a large sample of comparable
listed banks. This approach allows the positioning and
value of each bank to be evaluated on the basis of the
respective present and future pro?tability
characteristics.
In particular, the relationship between the two
variables can be illustrated by a regression line plotted
on a Cartesian graph, with RoAE on the x-axis and Price/
Book Value on the y-axis: if there is a high correlation, it
is possible to calculate the implicit market value of the
bank under examination.
Application of the regression method is carried out in
the following phases:
—determination of a sample of banks on which
to perform the regression analysis;
Dn x (1+g)
Ke - g
(1 + Ke)
n
Vf =
33
—determination of the reference time period
for the RoAE;
—calculation of the RoAE and the Price/Book Value
ratio for the companies included in the sample;
—selection of the type of statistical regression
to apply;
—determination of the RoAE and net worth
of the bank being valued;
—application, if statistically signi?cant,
of the regression parameters to determine
the theoretical market value of the bank being
analysed.
The following graph shows an example of a regression
analysis which traces the so-called Value Map
of the banking sector.
Graph 2.1 Value Map of the banking sector
2,5
2,0
1,5
1,0
0,5
0,0
2,5% 5,0% 7,5% 10,5% 12,5% 15,0% 17,5% 20,0%
RoAE
P/BV
Undervalued banks
Overvalued banks
2.2 Insurance companies
Determining the value of insurance companies ?rst requires identi?cation of the present value of the income ?ow
from the portfolio of outstanding policies.
The Embedded Value, de?ned as the sum of said income ?ow and the adjusted net worth of the company at market
values, represents the “closed portfolio” value of the company, meaning the value assuming no new policies are
activated.
Valuation procedures in the insurance sector also involve estimating the Appraisal Value, de?ned as the sum of
Embedded Value and goodwill, where the last component, which expresses the company’s ability to sell new
policies, is usually estimated as equal to “n” times the value of new production in one year (usually, the last one).
34
2.3 Airlines
2.4 Real estate companies
Air transport companies are mainly valued with the market multiples methods, using a speci?c indicator, EV/
EBITDAR, which is able to represent speci?c characteristics of the industry. EBITDAR represents the gross operating
margin before aircraft leasing fees and enables a homogeneous comparison of companies, regardless of the
decision to own/lease the ?eet (“R” stands for leasing costs).
In fact, for companies that own the aircraft, the debt repayment amounts and interest expense are not included in
the gross margin (EBITDA) and, therefore, a comparison with market players that have leasing contracts is not
possible.
To calculate this multiple, the EV of the companies in the sample must be determined using the net ?nancial
position, which includes both ?nancial statement values and the present value of the capital portion of leasing
fees, if any (the same logic must be used to estimate the net ?nancial position of the company being valued).
When applied to airline companies, the cash ?ow method is impacted by the cyclical nature of the business (and,
therefore, of cash ?ows), which, as described above, represents a limitation in projecting future cash ?ows.
In addition, if the company owns the aircraft or uses the “?nancial” method to record leasing contracts, the
allocation timing of the investments relative to new aircrafts could lead to distortions in the cash ?ow estimate.
Determining the value of a real estate company can be
carried out using various approaches: the Net Asset
Value (NAV), the DCF and the market multiples method.
The NAV method ?rst requires the market value of the
real estate portfolio to be de?ned, usually based on the
characteristics and conditions of the buildings,
location, destination of use and current lease contracts.
To this end, the comparative or market method, income
method and cash ?ow method are used:
—the comparative or market method is based on the
comparison between the subject property and other
similar ones recently involved in sale and purchase
transactions or currently available in the same
market or in comparable markets;
—the income method is based on the present value of
the potential future results of a property, obtained
by capitalising the income at a market rate and
representative of the ?ow characteristics and
income expectations of investors (the uncertainty
is attributed to the expected income from the
building, its location and its designated use);
—the cash ?ow method is the best method to use
when valuing buildings to be transformed or
restructure for better use.
35
2.5 Power and Energy companies
The traditional methods, such as DCF, EVA and
multiples, are applied to Power and Energy companies,
as well as other criteria providing important benchmark
values.
To understand these alternative criteria, the value
chain of the electrical industry and the energy industry
(oil & gas) should be divided into different phases
(generation/extraction, transmission/distribution and
sale), each of which requires a speci?c valuation
approach, in addition to the main method.
To value companies operating in the electrical energy
generation or gas & oil extraction phases, multiples
that compare the value to physical variables are often
used
18
. For example, for the electrical industry, the
capacity installed and the quantity of energy produced
(measured, respectively, in MW, MWh or KW) and, for
the oil extraction industry, the size of reserves and the
production (measures, respectively, in boe – barrels of
oil or equivalent - and in b/d – barrels per day -).
To value electrical energy transmission companies or
gas distribution companies, it is necessary to consider
the signi?cant regulatory impact said activities have
undergone over the last few years and the consequent
impact on the valuation methods adopted. To this end,
the so-called RAB (Regulatory Asset Base) method,
which represents the value of company assets as
de?ned by the Authority (in this case, the value of the
gas distribution pipelines or the electrical network for
energy transmission) has been often used. It is seen as
a sort of mixed method, which takes into account
The market value of assets determined this way,
representing a major component of the assets of a real
estate company, is the basis for evaluation of the
company overall. In particular, the other assets and
liabilities are algebraically added to the estimate of
this value and the net ?nancial indebtedness is
subtracted; this determines the value of the company
in the event of liquidation of the property portfolio,
without needing to determine a goodwill value. NAV is
usually gross of tax effects and may be adjusted based
on the tax regulations to which the company is
subjected.
The following methods can be used as alternatives to
the NAV method:
—the market multiples method (the most commonly
used by analysts), which requires identi?cation of a
sample of comparable companies - in terms of real
estate activities carried out, characteristics of the
portfolio owned or managed, ?nancial and tax
pro?le - and calculation of the relative average
discount with respect to NAV. The latter is used to
determine the discount to be applied to the NAV of
the target company;
—the discounted cash ?ows method, which is based
on the estimate of operating cash ?ows net of taxes,
and also provides a calculation of the company’s
goodwill value.
18
To this end, see Chapter 1, paragraph 1.3.2, regarding the choice of signi?cant multiples.
36
equity elements as well as income ?ows, and uses the
recognised RAB value, adjusted by a correction factor,
as the indicative ?gure for the Enterprise Value of the
company. The correction factor re?ects both the
capacity of the company to generate a level of income
that is greater or lesser than the remuneration
recognised by the Regulator on the capital invested, as
well as indicators of ef?ciency in cost control.
2.6 TMT companies
The valuation of telecommunications companies has undergone profound changes over the course of the last few years,
especially after the speculative bubble linked to new technologies, to the propagation of mobile telephony and to
Internet.
Traditionally, telecommunications companies were considered utilities.
However, at the end of the last decade, deregulation and the advent of new technologies not only modi?ed the prospects
of companies already on the market, but also resulted in the creation of new competitors with a signi?cantly different
economic-?nancial pro?le than the existing ones. As a result, the ?nancial community modi?ed its valuation
techniques.
The discounted cash ?ow method has always constituted the theoretical foundation to determine the economic value of
TMT companies. However, during the period of New Economy expansion, ?nancial analysts used alternative criteria, not
based on the ?nancial performance of companies but on operational performance. Multiples calculated on the number
of mobile telephony customers, users or pages visited on an Internet site, on kilometres of ?bre optics installed and on
other so-called proxies became points of reference in the portfolio choices of investors interested in the TMT sector.
Many high-tech companies that had obtained ?nancing through venture capital and debt markets at extremely high
valuation levels, justi?able only (by) the application of “non-traditional” methods, backed by forecasts which were not
then actually achieved, have recently been resized or even closed. However, greater aversion to risk by investors has
brought the attention back to the capacity to generate pro?ts and has moved the valuation time horizon from long-term
to short-term. As a result, multiples based on proxies and revenues are now considered to be not very signi?cant and DCF
valuation is often used just as a means of checking. There has also been a simultaneous advancement in valuation
techniques, which today support multiples like EV/EBITDA with increasingly complex estimates and calculations, often
with a superior information value, such as multiples of free cash ?ow for the company (Operating FCF) and free cash ?ow
for stakeholders (Equity FCF).
Finally, to value companies carrying out sales
activities, especially in Countries with highly
deregulated markets, the multiples used take into
consideration the number of customers that comprise
the ?nal catchment area.
37
2.7 Biotechnology companies
Biotechnology companies represent a particular type of
company to value, as a series of characteristics typical
of the sector and of the business model make it
dif?cult to apply traditional methods. These companies
exhibit a high uncertainty of results and an equally
high absorption of resources focused on research and
development. The required reference period before
seeing positive results, from the initial phases of
development to the launch of a new product, may even
be decades long, and occurs through a series of related
phases that result in revenues in the form of milestones
or royalties when completed.
Due to their industrial and risk pro?le, biotech
companies experience losses and negative cash ?ows
for a signi?cant number of years.
Based on the above, application of methods such as
DCF and EVA is not feasible, nor is recourse to the
multiples method.
The key factors for success that signi?cantly impact
value, normally considered for a biotech company are:
—the product portfolio pipeline and the relative
phases of development;
—the intangible assets, including quality of research,
professionalism of human resources, standing and
experience of management, intellectual property
rights, etc.;
—R&D and commercial partnerships with other
players in the sector.
In the 1980’s, an attempt to de?ne the characteristics
mentioned and attribute a value to biotech companies
was made and became widespread in the United States.
This method is called the “technological value” method:
the Enterprise Value of the company is derived from a
comparison with the EV of similar companies in terms
of therapeutic area, technologies used and product
portfolio.
38
3. Valuation process for the admission
to listing on the stock exchange
This chapter describes the most important aspects regarding the valuation process and setting the price
19
of a
company to be listed in the stock exchange, along with the roles of all the parties involved.
A fundamental assumption is that the valuation must be considered an integral part of the entire due diligence
process and carried out by the sponsor or global coordinator after an in-depth analysis of the business model, of
the positioning and competitive advantages, of the ?nancial data of the company being listed and of the
management systems (including the Management Control System).
Finally, the chapter ends with a proposal regarding the structure of the document supporting the valuation, set
forth by the Instructions accompanying the Rules for Borsa Italiana and Nuovo Mercato, for the purposes of the IPO
(hereinafter, the Valuation Document).
3.1 Valuation of a company involved in an IPO
A valuation process should not be confronted in a
mechanical manner in any context, and requires a
suitable information base, mainly represented by
historical accounting data, forecasted data,
information on operations and data on the competitive
system.
The valuation of a company as part of a stock market
listing, in particular, is the result of a continuous
process of analysis and veri?cation, which starts from
the preliminary estimate of value conducted when the
valuator does not yet possess all data regarding the
company (the so-called pitch) to determination of the
price at which the shares will effectively be sold to
investors.
The valuation process progressively increases in
substance and content during the preparatory phases
before the listing, when the company provides detailed
data and information on its activities and on its future
prospects. The valuation is, therefore, an integral part
of the due diligence activity and should be conducted
keeping in mind the industrial nature and the search
for a business value. For these reasons, the business
19
To this end, note the document published in May 2003 by “NYSE/NASD Advisory Committee”, nominated upon request by the U.S. Securities and Exchange
Commission, containing a series of recommendations for the entire IPO placement process, with particular focus on setting the ?nal price and allocating the shares.
Said recommendations should help avoid a series of fraudulent behaviours that have occurred in the US market, especially during the so-called “IPO bubble”.
plan is the main instrument to launchn the entire
process.
Starting from the estimate of a fair value, the valuation
should progressively take into consideration the
instructions provided by investors during the pre-
marketing activity (a sort of survey carried out before
launching the offer), the trend in stock markets, the
size of the offer and the potential liquidity of the stock.
These last considerations generally lead to the
de?nition of an IPO discount, which maximises the
level of demand and increases the probabilities of
achieving a good return on the investment for those
who decide to invest in the company during the
placement.
This leads to the de?nition of an indicative price range
and a “maximum price”, with the latter published by
the day before the beginning of the public offer
20
.
Finally, the “offer price” is determined based on the
results of the institutional offer.
The phases that typically comprise a valuation process
and the main parties involved are described below.
39
20
In most cases, the prospectus includes an indicative price range or does not provide any speci?c indication of price, postponing de?nition of the range
and of the maximum price to subsequent public notices; alternatively, the prospectus may contain a “binding” price.
3.1.1. Phases of the process
The value determination process for a company being listed is broken down into various phases which, as indicated
previously, involve closer examination and successive updates until arriving at the offer price or the price at which
the shares will be placed, starting from a wide range. The graph below illustrates the phases that generally
comprise a valuation aimed at a stock exchange listing (Figure 3.1).
Figure 3.1 The value pyramid
Source: JPMorgan
Value
T
i
m
e
2-3 days before listing
2 weeks before listing
1 month before listing
1-3 months before listing
2-4 months before listing
1
st
meeting with
the company
Pricing
Pre-marketing
Due
diligence
Pitch
Offer
Price
Bookbuilding
Pre-marketing,
preliminary price range
Fair value estimate
Due diligence and preliminary
valuation review
Preliminary valuation
This process is not necessarily continuous. As demonstrated by the graph, it is broken down into four stages, which
cover the entire valuation procedure, from a wider range of values de?ned in the early phases to a more limited
range that is obtained progressively as the reference parameters become more visible.
The main phases of the process are outlined below:
—valuation carried out during the pitch phase by the bank;
—valuation carried out during the due diligence phase;
—pre-marketing and de?nition of the indicative price range;
—pricing.
40
I) Pitch
The pitch is the phase during which the company
selects the intermediary to support it during the listing.
In this phase, the investment banks present a proposal
for the instruction to act as sponsor/global coordinator,
which generally includes a preliminary valuation of the
company being quoted. Said valuation is usually
presented four or ?ve months before the end of the
process and represents the less accurate value of all
those to be calculated successively.
In fact, it does not include detailed knowledge of the
business plan and the results of the due diligence
carried out by the bank once the instruction has been
received.
In choosing the sponsor/global coordinator, the
company should place greater importance on the
quality of the intermediary, rather than base the
decision exclusively on value proposed, which is not
very meaningful before due diligence and, above all, a
comparison with the market.
II) Due diligence
During the due diligence phase, after analysing the
business plan, the bank generally offers the company
an initial hypothesis of fair value (usually a range of
values). This ?gure is an estimate of the value of the
economic capital of the company being listed, which
fails to take into account the IPO discount and
information from pre-marketing activities.
The due diligence allows the valuator to understand the
company’s business in detail and, above all, to carry
out an in-depth analysis of the business plan. This last
document, as previously mentioned, enables
evaluation of the issuer’s future prospects both in
terms of consistency with the strategic-organisational
layout and trends in the reference market as well as in
terms of sustainability and soundness of the main
underlying hypotheses.
The Valuation Document is usually prepared during
this phase, and constitutes an integral part of the
listing application to be submitted to Borsa Italiana.
III) Pre-marketing
During the pre-marketing phase, the investment bank
carries out a survey of institutional investors, which
leads to the de?nition of an indicative price range. The
latter is also impacted by the preliminary independent
valuations
21
contained in research published by the
banks of the institutional consortium and by the
market conditions at that moment.
Only at this point can the bank, equipped with the
feedback on the price that institutional investors are
willing to pay, meet with the issuing company and
selling stakeholders, if any, to de?ne the indicative
range and the “maximum price”. This price is the
reference for the next phase, which is the collection of
orders by institutional investors (known as
bookbuilding) and retail investors.
21
Said valuations are considered independent since the analysts (including those in the research department of the global coordinator) do not have access
to forecasted data contained in the business plan.
41
IV) Pricing
The true marketing activity (after publication of the
prospectus), which for institutional investors means a
road show in the major ?nancial markets and for the
general public a promotional campaign, provides
fundamental information for determination of the ?nal
price.
During this phase, institutional investors send out
declarations of interest to buy, at a price which not
only takes into consideration the fundamentals of the
company, but also the soft elements: corporate
governance, dealings with related parties (described in
the prospectus), management systems (MCS,
compensation, planning), etc.
The offer price is determined by considering both the
number of shares requested and the price that
institutional investors are willing to pay, as well as by
analysing the quality of demand from institutional
investors (measured by investor characteristics in
terms of portfolio management and investment policy,
portfolio size, markets and sectors of interest, etc.).
Generally speaking, the ?nal price is determined in
such a way as to effectively allocate the number of
shares to institutional and retail investors (according to
priorities established by the company and by the
investment bank), leaving a part of the demand
unsatis?ed, in order to fuel interest to buy and support
the stock’s performance in the secondary market.
22
On 25 September 2003, IOSCO (International organisation comprising 168 Securities Regulators), issued a series of principles to guide national Authorities
on the issue of con?ict of interest by ?nancial analysts (sell-side analysts).
3.1.2. Parties involved
The valuation process in an IPO essentially involves the
sponsor/global coordinator and the company being
listed.
The contribution of the intermediary is normally
broken down into various activities that report to
different areas of responsibility within the bank:
—the corporate ?nance department, which provides
the valuation activity in the strict sense of the word,
through the application of methods and
construction of ?nancial models. In addition, it
collaborates in preparing all support documentation
for the valuation, including the business plan;
—the capital market department, which is responsible
for including market comments in the valuation, as
well as information resulting from pre-marketing
and bookbuilding. In general, the closer you get to
placement, the more important the role of capital
market becomes;
—the research department, which provides
independent information regarding prospects within
the reference market, positioning of the company
and its development strategies, and prepares
independent estimates of the future trend of the
company
22
.
The company being listed interacts with the bank
throughout the entire valuation process. In addition to
top management, which is involved in all key stages of
the valuation process, the planning department plays
an important role (as regards preparation
of the business plan), along with the ?nance
department.
42
3.2 Structure of the Valuation Document
In the listing process, the “Instructions accompanying
the Rules for Markets Organised and Managed by Borsa
Italiana S.p.A.” and the “Instructions accompanying
the Rules for the Nuovo Mercato Organised and
Managed by Borsa Italiana S.p.A.” (hereinafter, the
Instructions) require the Valuation Document to
accompany the application for listing
23
.
The Valuation Document summarises the valuation
procedure carried out and the main results obtained,
and provides information regarding the range in which
the offer price will be positioned
24
.
A certain period of time lapses between the moment in
which the listing application is submitted and the date
of the Acceptance of Application; consequently, the
Document is inevitably subject to updates or changes,
especially with respect to the price range.
Taking into account the contents required by the
Instructions, the following is a hypothesis for the
structure of the Valuation Document, subdivided into
the following sections:
I. Executive summary
II. Preliminary remarks
III. Reference market
IV. Equity story
V. Considerations on the Valuation
• Market multiples method
• DCF method
• Sensitivity
VI. Conclusions
It is important to underline that the proposed structure
is purely indicative and the Document should always
be prepared taking into consideration the speci?c
characteristics of the company and of the sector in
which it operates, and may take on an alternative
format, albeit maintaining the same degree of
consistency and soundness. In any case, the minimum
contents required by the Instructions must be
respected.
I) Executive summary
The ?rst section of the Valuation Document should be
dedicated to the premise and objectives, de?ning its
use within the speci?c context of the listing.
Considering the necessity to supplement the
Document after listing, the preliminary nature of the
document itself is usually mentioned, along with the
probable timing for an update of the valuation. In the
Executive Summary, it can also be useful to provide the
value range where the offer price will be positioned
(pre-money and pre-IPO discount).
This range is neither binding for the company, nor
represents a commitment for the bank, since, as
highlighted in paragraph 3.1.1., the valuation and
pricing process ends with the pre-marketing and
bookbuilding phases.
23
Note that the Valuation Document submitted to Borsa Italiana should not include any price discounts nor any IPO proceeds (pre-money valuation).
In this way, the leverage during the future forecasted years is conservatively overestimated, since all the initiatives included in the business plan are considered to be
?nanced by debt capital and self-?nancing.
24
This interval can also be signi?cantly different from the range de?ned in the pitch phase.
43
II) Preliminary remarks
In the Valuation Document, it is important to outline
the major principles guiding the valuation approach, in
addition to the reference date and all sources of
information used (past ?nancial statements, business
plan, management estimates, public information, etc.).
Presentation of the valuation methods used is
signi?cant, especially as regards the attribution of
more or less importance with respect to the context
and to the speci?c company being valued. A discussion
of the advantages and disadvantages of one method
with respect to the others, in relation to the speci?c
company to be valued, is also recommended.
III) Reference market
In some cases, it may be interesting to include a
section dedicated to the reference market,
summarising the main characteristics of the sector, in
order to illustrate the growth and pro?tability
expectations of the company; to this end, some
information contained in the QMAT may be used, in
order to provide a summary of the main characteristics
in terms of:
—size and expectations for growth in market demand;
—key success factors;
—competitive scenario;
—characteristics and positioning of main competitors.
IV) Equity story
This section generally summarises the main qualitative
aspects (speci?c characteristics and distinctive
features, competitive positioning, key success factors,
etc.) and quantitative aspects (?nancial data, growth
and pro?tability forecasts, track records, etc.) that
determine the attractiveness of the company for a
potential investor; it involves the same messages that
should be communicated to the market during the
analyst presentation and roadshow phase.
The history of the company and the value proposed
should be consistent, as investors derive their ?rst
indications of value from the equity story.
In general terms, the paragraph on the equity story can
be prepared by covering the main aspects analysed
during the due diligence phase, which represents not
only a moment for comprehension of the business, but
also for screening and re?nement of the valuation
de?ned in the preliminary phases. As mentioned above,
the business plan and its strategic objectives constitute
the most signi?cant elements in determining the value
of the company and, as a last resort, the price at which
shares could be sold in the market. In fact, the entire
valuation process is based on analysis of the
company’s business, of its positioning, of the main
strategic options for growth and development project,
of improvement and expansion of the product line, of
diversi?cation into new businesses, of penetration into
new market segments and/or geographical areas and of
changes to the cost structure, as well as on analysis of
the economic and ?nancial conditions, both current
and future. As a result, in this section, the business
plan is usually summarised by the main income
statement and balance sheet items, in addition to the
most signi?cant ratios. Where applicable, projections
can be presented for the individual SBUs, in order to
later determine the value of each business area (see
Chapter 1, paragraph 1.4 on this topic).
As speci?ed in the “Strategic Plan Guide”, these
projections are normally presented as hypotheses for
44
pre-money scenarios, or rather before the contribution
of ?nancial resources from an increase in capital from
the placement (and without considering listing costs).
Finally, it could be useful to summarise the competitive
positioning and prospects of the company with a SWOT
analysis, which analyses the Strengths, Weaknesses,
Opportunities and Threats that impact a company’s
development.
This should describe the major critical factors, as well
as the speci?c initiatives implemented by
management to deal with them with a particular focus
on the risks to which the company is subjected.
Similarly, the strengths of the equity story should be
clearly identi?ed in order to justify the price proposed.
V) Considerations on the Valuation
This is the most important section of the Valuation
Document, as it describes the hypotheses made for
each method and the main results of the analyses. The
methods adopted should re?ect the best valuation
procedure with respect to the sector and the speci?c
characteristics of the company.
To this end, the Instructions expressly require
discussion of the market multiples method and the
discounted cash ?ow method.
Regarding the market multiples method, the
Instructions provide some guidelines on its application,
stating that “the sample of comparable companies
must include at least Italian and European companies,
where present, and must be appropriately subdivided
into groups of homogeneous companies. In addition,
the criteria used to evaluation comparability must be
speci?ed, along with the multiples deemed suitable for
the comparison and the reference year. Regarding
comparable companies, the main ?nal and forecasted
economic-?nancial data must be provided, together
with a description of the sector and the entrepreneurial
formula (business model), highlighting the analogies
and differences with respect to the issuer”.
As mentioned in Chapter 1, application of the market
multiples model requires a series of choices on several
aspects, such as the composition of the sample and
identi?cation of the most suitable indicators, which
should be described in the Document.
For the choice of reference sample, this means
analysing their differences and similarities with respect
to the company being valued, while for the multiples, it
means outlining the advantages and disadvantages of
using one indicator with respect to another.
The table below provides an example of a summary
schedule illustrating application of the market
multiples method.
45
EV/EBITDA EV/EBIT P/E EV/OFCF EV/Sales
Estimate Estimate Estimate Estimate Estimate
Company t+1 t+2 t+1 t+2 t+1 t+2 t+1 t+2 t+1 t+2
A 7.7x 7.2x 11.2x 10.3x 16.1x 15.3x 13.2x 9.6x 0.73x 0.66x
B 10.4x 9.6x 13.8x 12.5x 16.5x 15.7x 21.3x 13.1x 0.90x 0.85x
C 7.6x 7.0x 11.2x 10.1x 10.6x 9.6x 13.6x 12.7x 0.60x 0.57x
D 7.5x 7.2x 10.0x 9.5x 16.8x 15.5x 16.0x 17.3x 0.43x 0.45x
Minimum 7.5x 7.0x 10.0x 9.5x 10.6x 9.6x 13.2x 9.6x 0.43x 0.45x
Average 8.3x 7.7x 11.5x 10.6 15.0x 14.0x 16.0x 13.2x 0.66 0.63x
Median 7.7x 7.2x 11.2x 10.2x 16.3x 15.4x 14.8x 12.9x 0.66x 0.62x
Maximum 10.4x 9.6x 13.8x 12.5x 16.8x 15.7x 21.3x 17.3x 0.90x 0.85x
Data in € mln Year
date t+1 t+2 t+3 t+4 t+5 t+6 t+7 t+8 t+9 t+10
Cash Flows
Operating Income 100 120 130 140 142 145 147 149 149 149
Taxes (49) (55) (59) (63) (64) (65) (67) (69) (69) (69)
D&A 86 95 106 115 120 125 123 120 120 120
Investment (140) (145) (140) (130) (128) (126) (124) (121) (120) (120)
Change in NWC (38) (28) (30) (27) (10) (5) (2) (1) (1) (1)
Cash Flow (41) (13) 8 35 60 74 77 78 79 79
g% 0%
WACC 7,5%
Regarding the discounted cash ?ow method, it is equally important that the hypotheses underlying the
development of the operating cash ?ows of the company be highlighted in the Valuation Document. These include
sales growth, operating margin trend, level of investment and amortisation and change in net working capital, as
well as the hypotheses and calculation methods for components comprising the average weighted cost of capital
and perpetual growth rate “g”.
The sample table below highlights the methods of calculating operating cash ?ows.
46
(€ mln) % of EV
Present Value of Cash Flows 242 32%
Terminal value 1.053
Implied multiple EBITDA t+10 3,9x
Present value of terminal value 511 68%
Enterprise Value (EV) 753 100%
Implied multiple EBITDA t+1 4,0x
Net Financial Position (254)
Equity (E) 499
Number of Shares (mln) 100
Value per Share (€) 4,99
Further steps are necessary in order to progress from the calculation of cash ?ows to an estimate of the value of
capital, as illustrated in the following table.
In conclusion, this section should be accompanied by a
sensitivity analysis, which is typically done on DCF
results, using the weighted average cost of capital and
the perpetual growth rate as variables. In order to
provide greater signi?cance to the analysis, it would be
useful to indicate the hypotheses supporting the
variation in rate “g” and the cost of capital, upon which
the value range of the company depends. In addition,
calculation of the sensitivity based on the main value
drivers, such as sales growth rate, operating margin,
the level of investment and any other variable with a
signi?cant impact on the value of the company could
be appropriate (to restrict the ?eld of application and
simplify the calculation, the sensitivity analysis could
be conducted on the terminal value, as this represents
the highest percentage of the total value and is also
more easily modi?able with the variation of only one
underlying variable).
The following table shows an example of sensitivity
analysis based on two value drivers.
47
Value of the company (€ mln)
Value driver 1
-7% -2% +0% +5% +10%
Value driver 2
10% 86 76 67 59 52
12% 101 88 77 68 60
15% 123 106 91 79 69
16% 158 132 112 95 82
19% 221 176 144 120 101
As mentioned previously, it is important to clearly express the hypotheses at the basis of the variables used for the
sensitivity analysis.
A ?nal consideration regards the possibility to extend the sensitivity analysis to the multiples method as well.
Consequently, as in the case of DCF, even the value of the company, calculated with the assistance of market
indicators, can be subject to variation based on oscillation of one or more of the underlying variables. To this end, it
could be useful to forecast scenarios that involve different levels of sales, EBITDA, EBIT or other variables,
depending on a change in speci?c conditions. Even in this case, the variation in fundamentals may be attributed to
a modi?cation of the underlying value drivers with respect to the most probable situation.
48
Price per Share (€) 5,3 5,6 5,9 6,3 6,7 7,0 7,4 7,8 8,3 8,7 9,1
Equity (€ mln) 210 224 237 252 266 282 297 313 330 347 365
Net Financial Position
(€ mln)
240 240 240 240 240 240 240 240 240 240 240
Enterprise Value
(€ mln)
450 464 477 492 506 522 537 553 570 587 605
Implied multiples
Estimated EBITDA t+1
62,3
EV/EBITDA 7,2x 7,4x 7,7x 7,9x 8,1x 8,4 8,6x 8,9x 9,2x 9,4x 9,7x
Estimated EBIT t+1
46,4
EV/EBIT 9,7x 10,0x 10,3x 10,6x 10,9x 11,2x 11,6x 11,9x 12,3x 12,7x 13,0x
Estimated pro?t t+1
13,5
P/E 15,6x 16,6x 17,6x 18,6x 19,7x 20,9x 22,0x 23,2x 24,4x 25,7x 27,0x
VI) Conclusions
Lastly, the results obtained and hypotheses de?ned
should be summarised in a closing section which, in
addition to providing a range of values determined for
each method and the range taken into consideration,
allows for immediate comparison with the market, in
order to examine the soundness of the values
determined. To this end, a “valuation matrix” could be
built, which is a table that calculates the main implicit
multiples of the company, with respect to the
pre-selected price interval and, therefore, to the
variation in price during the IPO, in order to allow an
immediate comparison with the corresponding
multiples of comparable companies on the market.
The following table provides an example of a “valuation
matrix”.
The principles indicated in this document represent a guide aiding the listing process, mainly addressing
the issuers, the brokers who assist them, as well as the independent auditing ?rms and outside consultants
who take part in the stock market listing process.
The objectives of the guide are the de?nition of principles in line with the best practices, the adoption of conduct
recognized and approved by the ?nancial community and the spreading of a consistent language between
the parties.
The use of the guide may therefore contribute towards the improvement and the simpli?cation of the listing
procedures, at the same time raising the quality of the market and its growth prospects.
This guide should not be considered to be exhaustive and the principles contained within it are indicative only.
Borsa Italiana may not be held liable for any inaccuracies or errors which may occur in the application of the
matters contained herein.
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