2020 CFA® Program Curriculum Level 2

© CFA Institute For candidate use only Not for distribution EQUITY CFAđ Program Curriculum 2020 ã LEVEL II ã VOLUME © CFA Institute For candidate use only Not for distribution © 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011, 2010, 2009, 2008, 2007, 2006 by CFA Institute All rights reserved This copyright covers material written expressly for this volume by the editor/s as well as the compilation itself It does not cover the individual selections herein that first appeared elsewhere Permission to reprint these has been obtained by CFA Institute for this edition only Further reproductions by any means, electronic or mechanical, including photocopying and recording, or by any information storage or retrieval systems, must be arranged with the individual copyright holders noted CFA®, Chartered Financial Analyst®, AIMR-PPS®, and GIPS® are just a few of the trademarks owned by CFA Institute To view a list of CFA Institute trademarks and the Guide for Use of CFA Institute Marks, please visit our website at www.cfainstitute.org This publication is designed to provide accurate and authoritative information in regard to the subject matter covered It is sold with the understanding that the publisher is not engaged in rendering legal, accounting, or other professional service If legal advice or other expert assistance is required, the services of a competent professional should be sought All trademarks, service marks, registered trademarks, and registered service marks are the property of their respective owners and are used herein for identification purposes only ISBN 978-1-946442-85-7 (paper) ISBN 978-1-950157-09-9 (ebk) 10 © CFA Institute For candidate use only Not for distribution CONTENTS How to Use the CFA Program Curriculum Background on the CBOK Organization of the Curriculum Features of the Curriculum Designing Your Personal Study Program Feedback vii vii viii viii x xi Equity Valuation Study Session Equity Valuation (1) Reading 24 Equity Valuation: Applications and Processes Introduction Value Definitions and Valuation Applications What Is Value? Applications of Equity Valuation The Valuation Process Understanding the Business Forecasting Company Performance Selecting the Appropriate Valuation Model Converting Forecasts to a Valuation Applying the Valuation Conclusion: The Analyst’s Role and Responsibilities Communicating Valuation Results Contents of a Research Report Format of a Research Report Research Reporting Responsibilities Summary Practice Problems Solutions 5 6 11 12 22 23 30 Return Concepts Introduction Return Concepts Holding Period Return Realized and Expected (Holding Period) Return Required Return Expected Return Estimates from Intrinsic Value Estimates Discount Rate Internal Rate of Return The Equity Risk Premium Historical Estimates Forward-Looking Estimates The Required Return on Equity The Capital Asset Pricing Model 51 52 52 52 53 53 55 57 57 58 59 68 71 71 Reading 25 indicates an optional segment 31 33 33 35 36 38 41 47 © CFA Institute For candidate use only Not for distribution ii Contents Multifactor Models Build-Up Method Estimates of the Required Return on Equity The Required Return on Equity: International Issues The Weighted Average Cost of Capital Discount Rate Selection in Relation to Cash Flows Summary Practice Problems Solutions 79 85 89 90 92 93 96 101 Study Session 10 Equity Valuation (2) 105 Reading 26 Industry and Company Analysis Introduction Financial Modeling: An Overview Income Statement Modeling: Revenue Income Statement Modeling: Operating Costs Income Statement Modeling: Non-operating Costs Income Statement Modeling: Other Items Balance Sheet and Cash Flow Statement Modeling Scenario Analysis and Sensitivity Analysis The Impact of Competitive Factors on Prices and Costs Inflation and Deflation Sales Projections with Inflation and Deflation Cost Projections with Inflation and Deflation Technological Developments Long-Term Forecasting Case Study: Estimating Normalized Revenue Building a Model Industry Overview Company Overview Construction of Pro Forma Income Statement Construction of Pro Forma Cash Flow Statement and Balance Sheet Valuation Inputs Conclusions and Summary Practice Problems Solutions 107 108 108 108 114 126 132 132 135 136 145 145 150 153 163 164 170 170 171 172 177 182 183 185 192 Reading 27 Discounted Dividend Valuation Introduction Present Value Models Valuation Based on the Present Value of Future Cash Flows Streams of Expected Cash Flows The Dividend Discount Model The Expression for a Single Holding Period The Expression for Multiple Holding Periods The Gordon Growth Model The Gordon Growth Model Equation The Links Among Dividend Growth, Earnings Growth, and Value Appreciation in the Gordon Growth Model 197 198 199 199 201 207 207 208 210 210 indicates an optional segment 217 © CFA Institute For candidate use only Not for distribution Contents iii Share Repurchases The Implied Dividend Growth Rate The Present Value of Growth Opportunities Gordon Growth Model and the Price-to-Earnings Ratio Estimating a Required Return Using the Gordon Growth Model The Gordon Growth Model: Concluding Remarks Multistage Dividend Discount Models Two-Stage Dividend Discount Model Valuing a Non-Dividend-Paying Company The H-Model Three-Stage Dividend Discount Models Spreadsheet (General) Modeling Estimating a Required Return Using Any DDM Multistage DDM: Concluding Remarks The Financial Determinants of Growth Rates Sustainable Growth Rate Dividend Growth Rate, Retention Rate, and ROE Analysis Financial Models and Dividends Summary Practice Problems Solutions 218 219 220 222 224 225 225 226 229 230 232 237 239 240 241 241 243 246 247 251 267 Study Session 11 Equity Valuation (3) 281 Reading 28 Free Cash Flow Valuation Introduction to Free Cash Flows FCFF and FCFE Valuation Approaches Defining Free Cash Flow Present Value of Free Cash Flow Single-Stage (Constant-Growth) FCFF and FCFE Models Forecasting Free Cash Flow Computing FCFF from Net Income Computing FCFF from the Statement of Cash Flows Noncash Charges Computing FCFE from FCFF Finding FCFF and FCFE from EBIT or EBITDA FCFF and FCFE on a Uses-of-Free-Cash-Flow Basis Forecasting FCFF and FCFE Other Issues in Free Cash Flow Analysis Free Cash Flow Model Variations An International Application of the Single-Stage Model Sensitivity Analysis of FCFF and FCFE Valuations Two-Stage Free Cash Flow Models Three-Stage Growth Models ESG Considerations in Free Cash Flow Models Nonoperating Assets and Firm Value Summary Practice Problems Solutions 283 284 285 285 286 288 289 289 293 295 301 306 308 310 314 320 320 321 323 330 331 337 337 340 359 indicates an optional segment © CFA Institute For candidate use only Not for distribution iv Reading 29 Reading 30 Contents Market-Based Valuation: Price and Enterprise Value Multiples Introduction Price and Enterprise Value Multiples in Valuation The Method of Comparables The Method Based on Forecasted Fundamentals Price Multiples Price to Earnings Price to Book Value Price to Sales Price to Cash Flow Price to Dividends and Dividend Yield Enterprise Value Multiples Enterprise Value to EBITDA Other Enterprise Value Multiples Enterprise Value to Sales Price and Enterprise Value Multiples in a Comparable Analysis: Some Illustrative Data International Considerations When Using Multiples Momentum Valuation Indicators Valuation Indicators: Issues in Practice Averaging Multiples: The Harmonic Mean Using Multiple Valuation Indicators Summary Practice Problems Solutions 377 378 379 379 381 382 382 414 425 431 436 440 440 446 447 Residual Income Valuation Introduction Residual Income The Use of Residual Income in Equity Valuation Commercial Implementations The Residual Income Model The General Residual Income Model Fundamental Determinants of Residual Income Single-Stage Residual Income Valuation Multistage Residual Income Valuation Residual Income Valuation in Relation to Other Approaches Strengths and Weaknesses of the Residual Income Model Broad Guidelines for Using a Residual Income Model Accounting and International Considerations Violations of the Clean Surplus Relationship Balance Sheet Adjustments for Fair Value Intangible Assets Nonrecurring Items Other Aggressive Accounting Practices International Considerations Summary Practice Problems Solutions 491 492 493 495 496 497 500 505 506 507 512 514 515 516 517 525 526 528 529 529 530 534 543 indicates an optional segment 447 449 451 457 457 459 463 468 481 © CFA Institute For candidate use only Not for distribution Contents Reading 31 v Private Company Valuation Introduction The Scope of Private Company Valuation Private and Public Company Valuation: Similarities and Contrasts Reasons for Performing Valuations Definitions (Standards) of Value Private Company Valuation Approaches Earnings Normalization and Cash Flow Estimation Issues Income Approach Methods of Private Company Valuation Market Approach Methods of Private Company Valuation Asset-Based Approach to Private Company Valuation Valuation Discounts and Premiums Business Valuation Standards and Practices Summary Practice Problems Solutions 555 556 556 557 558 560 562 563 569 579 586 588 595 596 599 606 Glossary
G-1 indicates an optional segment © CFA Institute For candidate use only Not for distribution © CFA Institute For candidate use only Not for distribution vii How to Use the CFA Program Curriculum Congratulations on reaching Level II of the Chartered Financial Analyst® (CFA®) Program This exciting and rewarding program of study reflects your desire to become a serious investment professional You have embarked on a program noted for its high ethical standards and the breadth of knowledge, skills, and abilities (competencies) it develops Your commitment to the CFA Program should be educationally and professionally rewarding The credential you seek is respected around the world as a mark of accomplishment and dedication Each level of the program represents a distinct achievement in professional development Successful completion of the program is rewarded with membership in a prestigious global community of investment professionals CFA charterholders are dedicated to life-long learning and maintaining currency with the ever-changing dynamics of a challenging profession The CFA Program represents the first step toward a career-long commitment to professional education The CFA examination measures your mastery of the core knowledge, skills, and abilities required to succeed as an investment professional These core competencies are the basis for the Candidate Body of Knowledge (CBOK™) The CBOK consists of four components: ■ A broad outline that lists the major topic areas covered in the CFA Program (https://www.cfainstitute.org/programs/cfa/curriculum/cbok); ■ Topic area weights that indicate the relative exam weightings of the top-level topic areas (https://www.cfainstitute.org/programs/cfa/curriculum/overview); ■ Learning outcome statements (LOS) that advise candidates about the specific knowledge, skills, and abilities they should acquire from readings covering a topic area (LOS are provided in candidate study sessions and at the beginning of each reading); and ■ The CFA Program curriculum that candidates receive upon examination registration Therefore, the key to your success on the CFA examinations is studying and understanding the CBOK The following sections provide background on the CBOK, the organization of the curriculum, features of the curriculum, and tips for designing an effective personal study program BACKGROUND ON THE CBOK The CFA Program is grounded in the practice of the investment profession Beginning with the Global Body of Investment Knowledge (GBIK), CFA Institute performs a continuous practice analysis with investment professionals around the world to determine the competencies that are relevant to the profession Regional expert panels and targeted surveys are conducted annually to verify and reinforce the continuous feedback about the GBIK The practice analysis process ultimately defines the CBOK The © 2019 CFA Institute All rights reserved viii © CFA Institute For candidate use only Not for distribution How to Use the CFA Program Curriculum CBOK reflects the competencies that are generally accepted and applied by investment professionals These competencies are used in practice in a generalist context and are expected to be demonstrated by a recently qualified CFA charterholder The CFA Institute staff, in conjunction with the Education Advisory Committee and Curriculum Level Advisors that consist of practicing CFA charterholders, designs the CFA Program curriculum in order to deliver the CBOK to candidates The examinations, also written by CFA charterholders, are designed to allow you to demonstrate your mastery of the CBOK as set forth in the CFA Program curriculum As you structure your personal study program, you should emphasize mastery of the CBOK and the practical application of that knowledge For more information on the practice analysis, CBOK, and development of the CFA Program curriculum, please visit www.cfainstitute.org ORGANIZATION OF THE CURRICULUM The Level II CFA Program curriculum is organized into 10 topic areas Each topic area begins with a brief statement of the material and the depth of knowledge expected It is then divided into one or more study sessions These study sessions—17 sessions in the Level II curriculum—should form the basic structure of your reading and preparation Each study session includes a statement of its structure and objective and is further divided into assigned readings An outline illustrating the organization of these 17 study sessions can be found at the front of each volume of the curriculum The readings are commissioned by CFA Institute and written by content experts, including investment professionals and university professors Each reading includes LOS and the core material to be studied, often a combination of text, exhibits, and in-text examples and questions A reading typically ends with practice problems followed by solutions to these problems to help you understand and master the material The LOS indicate what you should be able to accomplish after studying the material The LOS, the core material, and the practice problems are dependent on each other, with the core material and the practice problems providing context for understanding the scope of the LOS and enabling you to apply a principle or concept in a variety of scenarios The entire readings, including the practice problems at the end of the readings, are the basis for all examination questions and are selected or developed specifically to teach the knowledge, skills, and abilities reflected in the CBOK You should use the LOS to guide and focus your study because each examination question is based on one or more LOS and the core material and practice problems associated with the LOS As a candidate, you are responsible for the entirety of the required material in a study session We encourage you to review the information about the LOS on our website (www cfainstitute.org/programs/cfa/curriculum/study-sessions), including the descriptions of LOS “command words” on the candidate resources page at www.cfainstitute.org FEATURES OF THE CURRICULUM OPTIONAL SEGMENT Required vs Optional Segments You should read all of an assigned reading In some cases, though, we have reprinted an entire publication and marked certain parts of the reading as “optional.” The CFA examination is based only on the required segments, and the optional segments are included only when it is determined that they might 594 © CFA Institute For candidate use only Not for distribution Reading 31 ■ Private Company Valuation Able Manufacturing, Inc Valuation of Doe’s 10 Percent Equity Interest Sale of Company Viewed as Highly Likely Less: Lack of marketability discount of 5 percent 480,000 Indicated value of Doe’s 10 percent equity interest $9,120,000 Solution to 3: If Smith has no intent to sell the company; the above-market expenses may continue With the above-market expenses, the reported earnings would be lower than the normalized earnings Use of reported earnings rather than normalized earnings is one possible means of capturing the adverse impact associated with the lack of control of a small minority equity interest Given the absence of any potential liquidity event and the above-market expenses, little market for the stock exists A higher lack of marketability discount would be appropriate for the interest in this situation Solution to 4: If continuing as a private company is viewed as highly likely, the $80,000,000 equity value would be appropriate This equity value uses reported earnings and a discount rate based on the actual capital structure (not optimal) in the calculation of the capitalization rate applied to earnings Able Manufacturing, Inc Valuation of Doe’s 10 Percent Equity Interest Continued Operation as a Private Company Likely Indicated value of equity in operations Interest appraised Pro rata value of 10% equity interest Less: Lack of control discount* $80,000,000 10% 8,000,000 Value assuming ready marketability 8,000,000 Less: Lack of marketability discount of 25% 2,000,000 Indicated value of Doe’s 10% equity interest $6,000,000 * As noted in the example, the impact on the value of the 10  percent equity interest was assumed to be captured in the use of reported rather than normalized earnings The actual capital structure was also used rather than the optimal capital structure A wide range of practice exists in the treatment of the lack of control for a minority equity interest in a private firm Solution to 5: The value of Doe’s 10 percent minority equity interest differs markedly in the two scenarios The imminent sale scenario results in a higher value indication for Doe’s equity interest as a result of the higher value of the company and the lower valuation discounts The value of the company would be higher because of the use of normalized earnings rather than reported earnings A lower pricing multiple might also be warranted The discount rate might be lower in the event an optimal capital structure is used rather than the existing structure The lack of control is less important in the event of an imminent liquidity event such as a sale The lack of marketability of a small equity interest is also less important in this instance © CFA Institute For candidate use only Not for distribution Private Company Valuation Approaches We have seen that in private company valuation, as in most types of valuation beyond the simplest, a range of approaches and estimates can be argued even apart from differences resulting from different forecasts or business assumptions A perception also exists that there is excessive divergence in valuation practices and estimates of value and that valuation standards could benefit the consumers of valuations The next section briefly surveys the state of standardization initiatives 4.6 Business Valuation Standards and Practices Prior to increases in the use of fair value estimates in financial reporting, many business appraisers focused primarily on tax, divorce, and commercial litigation related valuations The impact on third parties was limited and concern regarding the quality of appraisals was modest Appraisers were perceived by some as advocates for their clients The US savings and loan crisis of the late 1980s and early 1990s and the increasing role of fair value estimates in financial reporting under IFRS and US GAAP demonstrate the potential effect of valuation estimates on third parties Increased third party reliance is contributing to a greater focus by a variety of parties on valuation estimates, practices, and standards The intent of valuation standards is to protect users of valuations and the community at large Standards typically cover the development and reporting of the valuation The Uniform Standards of Professional Appraisal Practice (USPAP) was instituted as a result of the failures of many savings and loan institutions in the United States (with a significant third party impact) Real estate appraisals that overvalued properties were perceived to have contributed to significant mortgage defaults that impaired the capital reserves and operating ability of many financial institutions USPAP was created by the Appraisal Foundation, a US quasi-governmental entity The Appraisal Foundation is the congressionally authorized source of appraisal standards, practices, and appraiser qualifications USPAP includes standards pertaining to fixed asset, real estate, and business valuations.46 Although USPAP includes business valuation related standards, business appraisers are typically not required by law to adhere to these standards.47 Although many appraisals used in connection with mortgage lending require a USPAP compliant appraisal, business valuations—including valuations used for financial reporting by public companies—do not involve mandatory compliance with USPAP or other professional standards The 9th edition of International Valuation Standards (IVS) issued by the International Valuation Standards Council (IVSC) became effective on January  2012 These standards have been adopted by many countries and valuation societies/institutes across the globe Although previously primarily focused on real estate and tangible asset related issues, the 9th edition added sections for standards for Businesses and Business Interests and Intangible Assets, along with a separate Application Standard for valuations for financial reporting Valuation standards provide limited technical guidance as a result of the diverse and dynamic nature of valuations Technical guidance has been released periodically, primarily for certain valuations used in a financial reporting context In the late 1990s, the valuation of technology acquired in business combinations in the United States led to restatements of asset values in financial statements Subsequently, the AICPA 46 USPAP standards and 10 pertain to the valuation of interests in business enterprises or intangible assets Standard 9 covers the development of a valuation estimate Standard 10 covers the reporting of the results of an appraisal analysis 47 Compliance with USPAP is required in the United States for “federally related transactions.” Federally related transactions include loans made by a financial institution that include involvement of a federal financial regulatory agency 595 596 © CFA Institute For candidate use only Not for distribution Reading 31 ■ Private Company Valuation released the IPRD Practice Aid providing guidance on the valuation of technology assets In November 2011, a working draft of an updated Practice Aid was released for public review and comment In June 2013, a second release of the Stock Practice Aid provided updated technical guidance for the valuation of stock in the context of stock option grants and other share-based payments The Appraisal Foundation is also involved in efforts to provide technical guidance to appraisers In May 2010, The Appraisal Foundation issued a document, The Identification of Contributory Assets and the Calculation of Economic Rents, providing guidance on the valuation of intangible assets In June 2012, a working group released a draft of a “best practices” document, The Valuation of Customer-Related Assets, providing guidance in this area of intangible asset valuation Other technical guidance documents are being prepared as well The IVSC has also issued a Guidance Note, Valuation of Intangible Assets Future developments regarding valuation standards are possible Users of valuation services are becoming increasingly aware of the importance of obtaining competent valuation services Accounting and regulatory bodies and educators recognize the importance of fair value estimates and are increasing efforts in this area SUMMARY This reading provides an overview of key elements of private company valuation and contrasts public and private company valuations ■ Company- and stock-specific factors may influence the selection of appropriate valuation methods and assumptions for private company valuations Stockspecific factors may result in a lower value for an equity interest in a private company relative to a public company ■ Company-specific factors in which private companies differ from public companies include: ■ ● stage in lifecycle; ● size; ● overlap of shareholders and management; ● quality/depth of management; ● quality of financial and other information; ● pressure from short-term investors; ● tax concerns Stock-specific factors that frequently affect the value of private companies include: ● liquidity of equity interests in business; ● concentration of control; ● potential agreements restricting liquidity ■ Private company valuations are typically performed for three different reasons: transactions, compliance (financial or tax reporting), or litigation Acquisition related valuation issues and financial reporting valuation issues are of greatest importance in assessing public companies ■ Different definitions (standards) of value exist The use of a valuation and key elements pertaining to the appraised company will help determine the appropriate definition Key definitions of value include: ● fair market value; © CFA Institute For candidate use only Not for distribution Summary ● market value; ● fair value for financial reporting; ● fair value in a litigation context; ● investment value; ● intrinsic value ■ Private company valuations may require adjustments to the income statements to develop estimates of the normalized earnings of the company Adjustments may be required for nonrecurring, non-economic, or other unusual items to eliminate anomalies and/or facilitate comparisons ■ Within the income approach, the free cash flow method is frequently used to value larger, mature private companies For smaller companies or in special situations, the capitalized cash flow method and residual income method may also be used ■ Within the market approach, three methods are regularly used: the guideline public company method, guideline transactions method, and prior transactions method ■ An asset-based approach is infrequently used in the valuation of private companies This approach may be appropriate for companies that are worth more in liquidation than as a going concern This approach is also applied for asset holding companies, very small companies, or companies that were recently formed and have limited operating histories ■ Control and marketability issues are important and challenging elements in the valuation of private companies and equity interests therein ■ If publicly traded companies are used as the basis for pricing multiple(s), control premiums may be appropriate in measuring the value of the total equity of a private company Control premiums have also been used to estimate lack of control discounts ■ Discounts for lack of control are used to convert a controlling interest value into a noncontrolling equity interest value Evidence of the adverse impact of the lack of control is an important consideration in assessing this discount ■ Discounts for lack of marketability are often used in the valuation of noncontrolling equity interests in private companies A DLOM may not be appropriate if there is a high likelihood of a liquidity event in the immediate future ■ Quantification of DLOM can be challenging because of limited data, differences in the interpretation of available data, and different interpretations of the impact of the lack of marketability on a private company ■ DLOM can be estimated based on 1) private sales of restricted stock in public companies relative to their freely traded share price, 2) private sales of stock in companies prior to a subsequent IPO, and 3) the pricing of put options ■ The intent of valuation standards is to protect users of valuations and the community at large Standards typically cover the development and reporting of a valuation ■ A number of organizations have released valuation standards No single set of valuation standards covers the valuation of private companies 597 598 © CFA Institute For candidate use only Not for distribution Reading 31 ■ Private Company Valuation REFERENCES Aggarwal, Raj, Cynthia Harrington, Adam Kobor, and Pamela P Drake 2008 “Capital Structure and Leverage.” Corporate Finance: A Practical Approach Michelle Clayman, Martin Fridson, and George Troughton, eds Hoboken, NJ: John Wiley & Sons Damodaran, Aswath 2002 Investment Valuation Tools and Techniques for Determining the Value of Any Asset Hoboken, NJ: John Wiley & Sons Hitchner, James R 2017 Financial Valuation: Applications and Models, 4th edition Hoboken, NJ: John Wiley & Sons Pratt, Shannon P., and Roger J Grabowski 2014 Cost of Capital: Applications and Examples, 5th edition Hoboken, NJ: John Wiley & Sons © CFA Institute For candidate use only Not for distribution Practice Problems PRACTICE PROBLEMS Two companies are considering the acquisition of Target Company Buyer A is a strategic buyer and Buyer B is a financial buyer The following information pertains to Target Company: Sales = £28,000,000 Reported EBITDA = £4,500,000 Reported executive compensation = £1,000,000 Normalized executive compensation = £500,000 Reduced SG&A from eliminating duplicate general and administrative functions = £600,000 Calculate the pro forma EBITDA estimates that the strategic and financial buyers would each develop in an acquisitions analysis of Target Company Using the build-up method and assuming that no adjustment for industry risk is required, calculate an equity discount rate for a small company, given the following information: Equity risk premium = 5.0 percent Mid-cap equity risk premium = 3.5 percent Small stock risk premium = 4.2 percent Income return on long-term bonds = 5.1 percent Total return on intermediate-term bonds = 5.3 percent Company-specific risk premium = 3.0 percent 20-year Treasury bond yield as of the valuation date = 4.5 percent Using the capitalized cash flow method (CCM), calculate the fair market value of 100 percent of the equity of a hypothetical company, given the following information: Current year’s reported free cash flow to equity = $1,400,000 Current year’s normalized free cash flow to equity = $1,800,000 Long-term interest bearing debt = $2,000,000 Weighted average cost of capital = 15 percent Equity discount rate = 18 percent Long-term growth rate of FCFE = 5.5 percent You have been asked to value Pacific Corporation, Inc., using an excess earnings method, given the following information: Working capital balance = $2,000,000 Fair value of fixed assets = $5,500,000 Book value of fixed assets = $4,000,000 Normalized earnings of firm = $1,000,000 Required return on working capital = 5.0 percent Required return on fixed assets = 8.0 percent Required return on intangible assets = 15.0 percent Weighted average cost of capital = 10.0 percent Long-term growth rate of residual income = 5.0 percent © 2011 CFA Institute All rights reserved 599 600 © CFA Institute For candidate use only Not for distribution Reading 31 ■ Private Company Valuation Based on this information: A What is the value of Pacific’s intangible assets? B What is the market value of invested capital? An appraiser has been asked to determine the combined level of valuation discounts for a small equity interest in a private company The appraiser concluded that an appropriate control premium is 15 percent A discount for lack of marketability was estimated at 25 percent Given these factors, what is the combined discount? The following information relates to Questions 6–11 Alan Chin, the chief executive officer of Thunder Corporation, has asked his chief financial officer, Constance Ebinosa, to prepare a valuation of Thunder for the purpose of selling the company to a private investment partnership Thunder is a profitable $200 million annual sales US domiciled manufacturer of generic household products Customers consist of several grocery store chains in the United States Competitors include large companies such as Procter & Gamble, Clorox, and Unilever Thunder has been in business for 15 years and is privately owned by the original shareholders, none of whom are employed by the company The company’s senior management has been in charge of the company’s operations for most of the past 15 years and expects to remain in that capacity after any sale The partnership has expectations about Thunder similar to the current shareholders and management of Thunder These investors expect to hold Thunder for an intermediate period of time and then bring the company public when market conditions are more favorable than currently Chin is concerned about what definition of value should be used when analyzing Thunder He notes that the stock market has been very volatile recently He also wonders whether fair market value can be realistically estimated when the most similar recent private market transactions may not have been at arm’s length Chin asks Ebinosa whether there will be differences in the process of valuing a private company like Thunder compared with a public company Ebinosa replies that differences exist and mentions several factors an analyst must consider Ebinosa also explains that several approaches are available for valuing private companies She mentions that one possibility is to use an asset-based approach because Thunder has a relatively large and efficient factory and warehouse for its products A real estate appraiser can readily determine the value of these facilities A second method would be the market approach and using an average of the price-to-earnings multiples for Procter & Gamble and Clorox A third possibility is a discounted free cash flow approach The latter would focus on a continuation of Thunder’s trend of slow profitable growth during the past ten years The private investment partnership has mentioned that they are likely to use an income approach as one of their methods Ebinosa decides to validate the estimates they make She assumes for the next 12 months that Thunder’s revenues increase by the long-term annual growth rate of 3 percent She also makes the following assumptions to calculate the free cash flow to the firm for the next 12 months: ■ Gross profit margin is 45 percent ■ Depreciation is 2 percent of revenues ■ Selling, general, and administrative expenses are 24 percent of revenues © CFA Institute For candidate use only Not for distribution Practice Problems ■ Capital expenditures equal 125 percent of depreciation to support the current level of revenues ■ Additional capital expenditures of 15 percent of incremental revenues are needed to fund future growth ■ Working capital investment equals 8 percent of incremental revenues ■ Marginal tax rate on EBIT is 35 percent Chin knows that if an income approach is used then the choice of discount rate may have a large influence on the estimated value He makes two statements regarding discount rate estimates: If the CAPM method is used to estimate the discount rate with a beta estimate based on public companies with operations and revenues similar to Thunder, then a small stock premium should be added to the estimate The weighted average cost of capital of the private investment partnership should be used to value Thunder Ebinosa decides to calculate a value of Thunder’s equity using the capitalized cash flow method (CCM) and decides to use the build-up method to estimate Thunder’s required return on equity She makes the following assumptions: ■ Growth of FCFE is at a constant annual rate of 3 percent ■ Free cash flow to equity for the year ahead is $2.5 million ■ Risk free rate is 4.5 percent ■ Equity risk premium is 5.0 percent ■ Size premium is 2.0 percent Given Chin’s concerns, the most appropriate definition of value for Thunder is: A intrinsic value B investment value C fair market value The least likely factor that would be a source of differences in valuing Thunder compared with valuing a publicly traded company is: A access to public debt markets B agency problems C the size of the company Ebinosa can best value Thunder using the: A excess earnings approach B asset-based approach C discounted free cash flow approach The free cash flow to the firm is closest to: A $23,031,000 B $25,441,000 C $36,091,000 10 Regarding the two statements about discount rate estimates, Chin is: A correct with respect to adding the small stock premium and correct with respect to the weighted average cost of capital B correct with respect to adding the small stock premium and incorrect with respect to the weighted average cost of capital 601 602 © CFA Institute For candidate use only Not for distribution Reading 31 ■ Private Company Valuation C incorrect with respect to adding the small stock premium and incorrect with respect to the weighted average cost of capital 11 The indicated value of Thunder’s equity using the build-up method and the capitalized cash flow method (CCM) based on free cash flow to equity is closest to: A $29.41 million B $38.46 million C $125.00 million The following information relates to Questions 12–171 The Senior Vice President of Acquisitions for Northland Industries, Angela Lanton, and her head analyst, Michael Powell, are evaluating several potential investments Northland is a diversified holding company for numerous businesses One of Northland’s divisions is a manufacturer of fine papers and that division has alerted Lanton about Oakstar Timber, a supplier that may be available for purchase Oakstar’s sole owner, Felix Tanteromo, has expressed interest in exchanging his ownership of Oakstar for a combination of cash and Northland Industries securities Oakstar’s main asset is 10,000 hectares of timberland in the western part of Canada The land is a combination of new and old growth Douglas fir trees The value of this timberland has been steadily increasing since Oakstar acquired it Oakstar manages the land on a sustained yield basis (i.e., so it continues to produce timber indefinitely) and contracts with outside forestry companies to evaluate, harvest, and sell the timber Oakstar’s income is in the form of royalties (fees paid to Oakstar based on the number of cubic meters harvested) Oakstar’s balance sheet as of 31 December 2008 is as follows Oakstar Timber Balance Sheet Year Ended 31 December 2008 Assets Cash $500,000 Inventory 25,000 Accounts receivable 50,000 Plant and equipment (cost less depreciation) Land Total assets 750,000 10,000,000 $11,325,000 Liabilities and Equity Accounts payables Long-term bank loan Common stock Total liabilities and equity Currency in Canadian dollars $75,000 1,500,000 9,750,000 $11,325,000 © CFA Institute For candidate use only Not for distribution Practice Problems 603 In addition to the balance sheet, Powell is gathering other data to assist in valuing Oakstar and has found information on recent sales of timberland in the western part of Canada Douglas fir properties have averaged $6,178 per hectare for tracts that are not contiguous and not have a developed road system for harvesting the timber For tracts with these features, as possessed by Oakstar, the average price is $8,750 per hectare Properties near urban areas and having potential for residential and recreational second home development command up to $20,000 per hectare Oakstar’s land lacks this potential Lanton believes these values would form the basis of an asset-based valuation for Oakstar, with the additional assumption that other assets and liabilities on the balance sheet are assumed to be worth their stated values The second company under evaluation, FAMCO, Inc., is a family-owned electronic manufacturing company with annual sales of $120 million The family wants to monetize the value of their ownership in FAMCO with a view to later investing part of the proceeds in a diversified stock portfolio Lanton has asked Powell to obtain data for both an income-based and market-based valuation Powell has obtained the recent annual income statement and additional data needed to calculate normalized earnings as follows FAMCO, Inc Income Statement Year Ending 31 December 2008 Revenues $120,000,000 Gross profit 85,000,000 Selling, general, and administrative expenses 23,000,000 Pro forma EBITDA $62,000,000 Depreciation and amortization 3,500,000 Pro forma earnings before interest and taxes $58,500,000 Less: Interest 1,000,000 Earnings before taxes (EBT) $57,500,000 Pro forma taxes on EBT 40% Operating income after tax 23,000,000 $34,500,000 Additional data for FAMCO is provided in the following table Included are estimates by Powell of the compensation paid to family members and the smaller amount of salary expense for replacement employees if Northland acquires the company (reflecting perceived above-market compensation of the family group executives) He believes the current debt of FAMCO can be replaced with a more optimal level of debt at a lower interest rate These will be reflected in a normalized income statement FAMCO, Inc Current debt level Current interest rate $10,000,000 10% Salaries of employed family members $7,000,000 Salaries of replacement employees $5,400,000 New debt level New interest rate $25,000,000 8% Powell also recognizes that a value needs to be assigned to FAMCO’s intangibles consisting of patents and other intangible assets Powell prepares an additional estimate of excess earnings and intangibles value using the capitalized cash flow method He projects the following data for 2009: 604 © CFA Institute For candidate use only Not for distribution Reading 31 ■ Private Company Valuation FAMCO, Inc.—Intangibles Valuation Data Working capital balance $10,000,000 Fair value of fixed assets $45,000,000 Normalized income to the company $35,000,000 Required return on working capital 8% Required return on fixed assets 12% Required return on intangible assets 20% Weighted average cost of capital 14.5% Future growth rate 6% Lanton asks Powell to also use the market approach to valuation with a focus on the guideline transactions method Powell prepares a table showing relevant information regarding three recent guideline transactions and market conditions at the time of the transactions Powell’s assumptions about FAMCO include its expected fast growth and moderate level of risk Target Firm Target’s Risk Target’s Growth Consideration Market Conditions Firm High Slow Cash Normal, rising trend Firm Moderate Fast Stock Prices near peak Firm Moderate Fast Cash Normal, rising trend Although Northland is interested in acquiring all of the stock of FAMCO, the acquisition of a 15 percent equity interest in FAMCO is also an option Lanton asks Powell about the valuation of small equity interests in private entities and notes that control and marketability are important factors that lead to adjustments in value estimates for small equity interests Powell mentions that the control premium paid for the most similar guideline firm used in the analysis suggests a discount for lack of control of 20 percent The discount for lack of marketability was estimated at 15 percent 12 Which of the following statements concerning asset-based valuation as applied to Oakstar is most accurate? The approach is applicable: A only when a guideline public company for the valuation is not available B because natural resources with determinable market values constitute the majority of Oakstar’s total value C because as a passive collector of royalties, Oakstar has no meaningful capital expenditures and free cash flow is irrelevant 13 Using an asset-based approach, the value (net of debt) of Oakstar is closest to: A $62,250,000 B $87,250,000 C $199,750,000 14 The normalized earnings after tax for FAMCO is closest to: A $32,940,000 B $34,260,000 C $34,860,000 15 Using the excess earnings method, the value of the intangibles is closest to: A $144.0 million B $205.7 million © CFA Institute For candidate use only Not for distribution Practice Problems C $338.8 million 16 The guideline transaction that is most likely applicable to FAMCO is: A Firm B Firm C Firm 17 The total discount for both control and marketability is closest to: A 15 percent B 32 percent C 35 percent 605 606 © CFA Institute For candidate use only Not for distribution Reading 31 ■ Private Company Valuation SOLUTIONS A strategic buyer seeks to eliminate unnecessary expenses The strategic buyer would adjust the reported EBITDA by the amount of the officers’ excess compensation A strategic buyer could also eliminate redundant manufacturing costs estimated at £600,000 The pro forma EBITDA a strategic buyer might use in its acquisition analysis is the reported EBITDA of £4,500,000 plus the nonmarket compensation expense of £500,000 plus the operating synergies (cost savings) of £600,000 The adjusted EBITDA for the strategic buyer is £4,500,000 + £500,000 + £600,000 = £5,600,000 The financial buyer would also make the adjustment to normalize officers’ compensation but would not be able to eliminate redundant manufacturing expenses Thus, adjusted EBITDA for the financial buyer would be £4,500,000 + £500,000 = £5,000,000 The build-up method is substantially similar to the extended CAPM except that beta is excluded from the calculation The equity return requirement is calculated as risk-free rate plus equity risk premium for large capitalization stocks plus small stock risk premium plus company-specific risk premium: 4.5 + 5.0 + 4.2 + 3.0 = 16.7 percent Although practice may vary, in this case, there was no adjustment for industry risk There are FCFF and FCFE variations of the CCM In this problem, the data permit the application of just the FCFE variation According to that variation, the estimated value of equity equals the normalized free cash flow to equity estimate for next period divided by the capitalization rate for equity The capitalization rate is the required rate of return for equity less the long-term growth rate in free cash flow to equity Using the current $1.8 million of free cash flow to equity, the 18 percent equity discount rate, and the long-term growth rate of 5.5 percent yields a value indication of [($1.8 million)(1.055)]/(0.18 – 0.055) = $1.899 million/0.125 = $15.19 million The excess earnings consist of any remaining income after returns to working capital and fixed assets are considered Fair value estimates and rate of return requirements for working capital and fixed assets are provided The return required for working capital is $2,000,000 × 5.0 percent = $100,000 and the return required for fixed assets is $5,500,000 × 8.0 percent = $440,000, or $540,000 in total A The residual income for intangible assets is $460,000 (the normalized earnings of $1,000,000 less the $540,000 required return for working capital and fixed assets) The value of intangible assets can then be calculated using the capitalized cash flow method The intangibles value is $4,830,000 based on $483,000 of year-ahead residual income available to the intangibles capitalized at 10.0 percent (15.0 percent discount rate for intangibles less 5.0 percent long-term growth rate of residual income) B The market value of invested capital is the total of the values of working capital, fixed assets, and intangible assets This value is $2,000,000 + $5,500,000 + $4,830,000 = $12,330,000 The valuation of a small equity interest in a private company would typically be calculated on a basis that reflects the lack of control and lack of marketability of the interest The control premium of 15 percent must first be used to provide an indication of a discount for lack of control (DLOC) A lack of control discount can be calculated using the formula Lack of control discount = – [1/ (1 + Control premium)] In this case, a lack of control discount of approximately 13 percent is calculated as – [1/(1 + 15%)] The discount for lack of © CFA Institute For candidate use only Not for distribution Solutions 607 marketability (DLOM) was specified Valuation discounts are applied sequentially and are not added The formula is (Pro rata control value) × (1 – DLOC) × (1 – DLOM) A combined discount of approximately 35 percent is calculated as – (1 – 13%) × (1 – 25%) = 0.348 or 34.8 percent A is correct Both the current shareholders and the future shareholders (the private investment group) share the same expectations It is most reasonable to assume that both are concerned with Thunder’s intrinsic value, which market prices should reflect when the company is brought public under less volatile market conditions B is correct The size of Thunder and its probable lack of access to public debt markets are potential factors affecting the valuation of Thunder compared with a public company Given that the separation of ownership and control at Thunder is similar to that at public companies, however, agency problems are not a distinguishing factor in its valuation C is correct The excess earnings method would rarely be applied to value the equity of a company particularly when it is not needed to value intangibles The asset-based approach is less appropriate because it is infrequently used to estimate the business enterprise value of operating companies By contrast, the free cash flow method is broadly applicable and readily applied in this case A is correct Using Ebinosa’s assumptions: Revenues ($200,000,000 × 1.03 = ) $206,000,000 Gross profit 45%a 92,700,000 Selling, general, and administrative expenses 24%a 49,440,000 Pro forma EBITDA Depreciation 43,260,000 2%a Pro forma EBIT Pro forma taxes on EBIT 39,140,000 35%b Operating income after tax Less: Capital expenditures on current sales Less: Working capital requirement Free cash flow to the firm 13,699,000 25,441,000 Plus: Depreciation Less: Capital expenditures to support future sales 4,120,000 4,120,000 125%c 5,150,000 15%d 900,000 8%d 480,000 $23,031,000 a Percent of revenues Percent of EBIT c Percent of depreciation d Percent of incremental revenues b 10 C is correct Both statements by Chin are incorrect If the CAPM is used with public companies with similar operations and similar revenue size, as stated, then the calculation likely captures the small stock premium and should not be added to the estimate Small stock premiums are associated with build-up models and the expanded CAPM, rather than the CAPM per se The correct weighted average cost of capital should reflect the risk of Thunder’s cash flows not the risk of the acquirer’s cash flows 11 A is correct The return on equity is the sum of the risk free rate, equity risk premium, and the size premium for a total of 4.5 + 5.0 + 2.0 = 11.5 percent The value of the firm using the CCM is V = FCFE1/(r – g) = 2.5/(0.115 – 0.03) = $29.41 million 608 © CFA Institute For candidate use only Not for distribution Reading 31 ■ Private Company Valuation 12 B is correct Oakstar’s primary asset is timberland whose market value can be determined from comparable land sales 13 B is correct In the absence of market value data for assets and liabilities, the analyst usually must use book value data (the reading explicitly makes the assumption that book values accurately reflect market values as well) Except for timberland, market values for assets are not available Thus, all other assets are assumed to be valued by their book values, which sum to $500,000 + $25,000 + $50,000 + $750,000 = $1,325,000 The value of the land is determined by the value of $8,750 per hectare for properties comparable to Oakstar’s Thus, the value of Oakstar’s land is $8,750 × 10,000 = $87,500,000 Liabilities are assumed to be worth the sum of their book value or $1,575,000 Thus, Estimated value = Total assets – Liabilities = $1,325,000 + $87,500,000 – $1,575,000 = $87,250,000 14 C is correct The new interest level is $2,000,000 instead of $1,000,000 SG&A expenses are reduced by $1,600,000 ( = $5,400,000 – $7,000,000) to $21,400,000 by salary expense savings Other than a calculation of a revised provision for taxes, no other changes to the income statement results in normalized earnings before tax of $58,100,000 and normalized earnings after tax of $34,860,000 15 B is correct: Return on working capital = 0.08 × $10,000,000 = $800,000 Return on fixed assets = 0.12 × $45,000,000 = $5,400,000 Return on intangibles = $35,000,000 – $800,000 – $5,400,000 = $28,800,000 Value of intangibles using CCM = $28,800,000/(0.20 – 0.06) = $205.71 million 16 C is correct Firm matches FAMCO in both risk and growth Firm fails on these factors In addition, Firm is a better match to FAMCO than Firm because the offer for Firm was a cash offer in normal market conditions whereas Firm was a stock offer in a boom market and the value does not reflect risk and growth in the immediate future 17 B is correct Both discounts apply and they are multiplicative rather than additive: – (1 – 0.20)(1 – 0.15) = – 0.68 = 32 percent ... Practice Problems Solutions 21 8 21 9 22 0 22 2 22 4 22 5 22 5 22 6 22 9 23 0 23 2 23 7 23 9 24 0 24 1 24 1 24 3 24 6 24 7 25 1 26 7 Study Session 11 Equity Valuation (3) 28 1 Reading 28 Free Cash Flow Valuation Introduction... Institute For candidate use only Not for distribution © 20 19, 20 18, 20 17, 20 16, 20 15, 20 14, 20 13, 20 12, 20 11, 20 10, 20 09, 20 08, 20 07, 20 06 by CFA Institute All rights reserved This copyright... Nonoperating Assets and Firm Value Summary Practice Problems Solutions 28 3 28 4 28 5 28 5 28 6 28 8 28 9 28 9 29 3 29 5 301 306 308 310 314 320 320 321 323 330 331 337 337 340 359 indicates an optional segment ©