Comprehensive course analysis
Who should attend
This new 3 day course is aimed at those with a solid financial background who wish to explore the more advanced aspects of financial modelling and valuation methodologies, including:
- Investment Bankers
- Equity Analysts
- M&A Professionals
- Fund Managers
- Treasurers and Finance Directors
- Commercial Bankers
- Private Equity & Venture
- Capital Specialists
- Business Analysts
About the course
Company valuation is used for the purposes of investment, M&A or as part of internal measures of financial control. It is extensively applied when companies issue new shares, undertake capital redemptions, divest operations or acquire other companies. The ever-present private equity industry is also dependent on solid valuation analysis. There are many different approaches to the analysis and valuation of companies and it is paramount to know when and how to apply the most appropriate method. It is also essential to understand that company analysis is not an absolute science but based on interpretation and judgment. This highly practical course will lead you quickly from the basics through to the more advanced analysis and valuation methodologies and modelling techniques. The course also examines how valuations can be adjusted for illiquidity, private status and M&A.
This practical course is taught using formal lectures combined with practical and interactive case studies and exercises to reinforce the concepts covered in each teaching session. Emphasis is placed on you gaining handson experience of the various valuation techniques.
Course aims and objectives
The course will give a recap of corporate valuation techniques. In addition, after completing this course delegates will learn:
- how to analyse more complex accounts, how key line items can impact valuation and how to use ratio analyse to position the firm within its peer group
- how firms can manipulate reported earnings, leading to over-valuation
- how equity, debt and hybrid financing can impact the valuation
- more advanced DCF techniques
- EVA and how this is an alternative to DCF
- valuation techniques for high growth firms
- how to calculate discounts for private firms and minority stakes
- how to value M&A targets, including forecast synergies
- how to model M&A transactions and how different funding strategies impact pro-forma eps
Day 1: Morning Webinar/Session 1
Section 1: Advanced financial analysis
1.1 Recap – how key income statement figures impact valuation
- How do income statement entries affect the valuation and what adjustments should we make?
- Revenues (IFRS 15) and costs
- Considerations for forecasting growth
- Key drivers and risks
- The impacts of macro factors, disruption, ESG and technology
- The impact of operating leverage; how to model in Excel
- Segmental analysis
- IFRS reported numbers versus management adjustments
- Adjusted EBITDA versus underlying EBITDA; Typical EBITDA add-backs
- The impact of hedging (currencies, interest rates, commodities)
- Key adjustments to reported operating and net income
- Exceptional, non-underlying, non-core and non-recurring items
- Capitalised expenses – operating, development and interest
- Amounts relating to discontinued items
- Accretion expense
- Defined benefit pensions
- Hybrid securities
- Off-balance sheet items
- How do equity accounted investments alter the valuation?
- How do NCI impact the valuation? Are NCI in high or low value subsidiaries?
- Can losses be hidden in off-balance sheet vehicles?
- Understanding lease expense post IFRS 16
- Do deferred tax liabilities change the valuation?
- Operating losses: carry-back and carry forward
- Items in the statement of other comprehensive income
Case studies: Calculating adjusted earnings; calculating key ratios and positioning the firm against its peer group to assist in determining relative valuations; adjusting for off balance sheet entities
1.2 Recap – how key cashflow statement figures impact valuation
- Analysing the cashflow profile of the firm
- What is the impact on cashflow of NWC changes, provisions, equity accounted entities, stock option expense, extra pension contributions and certain non-cash items?
- Is the firm under or over-investing in maintenance and expansionary capex?
- Are investment forecasts consistent with growth forecasts?
- How are leases dealt with in the cashflow statement, post IFRS 16?
- Can the firm cover debt service, tax and investment spending?
- How are dividends funded? Are they sustainable?
- How does dividend leakage to NCI reduce the valuation?
- What is the scope for dividend increases and share buybacks?
- Is the firm reliant on external funding?
Case studies: Calculating key ratios and positioning the firm against its peer group to assist in determining relative valuations; Which ratios for which sectors? Performance linked ratios
Day 1: Afternoon Webinar/Session 2
1.3 Recap – how key balance sheet items affect the valuation
- How do balance sheet entries affect the valuation and what adjustments should we make?
- Non-current tangible assets
- Valuation basis, impairments, replacement cycle
- Intangible assets
- Recognition, valuation basis, impairments
- How much of the firm’s cashflow is dependent on intangible assets?
- Shareholdings in equity accounted entities – book value vs market value
- Deferred tax assets
- Current assets
- How inventory valuations impact earnings
- Receivables – collection trends, accruals, retentions
- Bad debt provisions and write-offs
- Liquidity analysis
- Restricted cash, returnable cash and other financial assets
- Discontinued items
- Current liabilities
- Dealing with excessive trade payables and over-due tax
- Deferred income and accrued expenses
- Net working capital – seasonality; how NWC can be manipulated
- Provisions, current and non-current – do they reduce the valuation?
- Deferred revenues – impact on liquidity of unwinds
- Deferred tax liabilities
- Analysing lease liabilities post IFRS 16
- IFRS 16 exceptions – dealing with leases that are still off-balance sheet
- Differences between a service contract and a lease
- Unfunded retiree liabilities
- Non-recourse debt of subsidiaries and non-consolidated entities
- Dealing with “other creditors”
- Off balance sheet liabilities – contingent liabilities, receivables securitisation
- Defining gross and net debt, including hybrids
- Liquidity – sources, measurement, forecasting
- The importance of ROIC – is the firm creating value?
Case studies: working out valuation adjustments for a range of different balance sheet items; assessing the impact of balance sheet risks on valuation
1.4 Manipulating the reported numbers
- Typical ways of manipulating reported revenues
- Typical ways of enhancing the reported earnings, cashflow and asset base
- Is it fraudulent or just mis-leading?
Case studies: review of recent SEC statements and articles regarding misleading and fraudulent accounts
Day 2: Morning Webinar/Session 3
Section 2: Equity financing
- Understanding the differences between market value and book value of equity
- Does the BV of equity matter? Does negative equity affect the valuation?
- The impact on valuation of share buy-backs, rights issues and preference share issues
- The impact on valuation of hybrid issues – eg convertible and exchangeable bonds
- Non-controlling interests - impact on equity financing; dividend leakage
Case studies: working out the share price after a rights issue and a share buyback; impact on diluted eps of different types of hybrid issuance
Section 3: Debt financing
- Different types of debt financing - RCF, term loans, private placements, public debt, supplier finance, equity linked debt, commodity linked debt
- The impact of the debt maturity profile, off balance sheet structures, debt structure, double leverage and subordination
- Derivative liabilities and hedging
- Equity kickers
- How do sovereign and corporate credit ratings affect valuation?
- Defining gross debt, financial assets and net debt
- Dealing with non-available financial assets
- Dealing with different kinds of provisions and deferred revenues
- Dealing with unfunded retirement liabilities
- Adjusting for stock-based compensation and options; calculating dilution
- Adjusting for off balance sheet liabilities eg contingent liabilities, receivables funding, operating leases, vendor funding, recourse financing, letters of credit, performance guarantees etc
Case studies: Moving between equity value and enterprise value and adjusting for stock options; adjusting valuations for double leverage; adjusting valuations for equity kickers
Section 4: Key qualitative considerations
- Examining recent major valuation swings underpinned by qualitative factors
- Management, corporate governance, M&A failures, innovation, reputation, customer concentration, rapid technological obsolescence, geo-political risks etc
- How intangible asset value recognition/impairments can cause re-valuations
- What are related parties?
- How related parties can distort results, cause accounting scandals and sharp valuation declines
Case studies: review of the impact of the above factors on valuations
Day 2: Afternoon Webinar/Session 4
Section 5: Multiples based valuations
5.1 Equity multiples
- What drives equity multiples? Variations across time, sectors and countries
- Recap on equity multiples – PE ratios, PEG ratios, NAV, dividend yield
- Why the PE, PEG and NAV methods can give incorrect valuations
- How to adjust equity valuations for net derivatives, provisions, off-balance sheet liabilities
Case studies: working out equity valuations
5.2 EV multiples
- Recap on EV multiples – EV/EBITDA(R), EV/EBIT, EV/revenues
- Adjusting for leases that are still off balance sheet post IFRS 16
- What drives EV multiples? Variations across time, sectors and countries
- Calculating EV using operational metrics for internet and start-up firms
- Review of adjustments required for EV multiples
- Working out unadjusted and adjusted EV valuations
Day 3: Morning Webinar/Session 5
Section 6: DCF and cost of capital
6.1 Advanced considerations for cost of capital
- Historic and implied equity risk premium
- ERPs for firms with international operations
- Examining beta; calculating betas for private firms
- Calculating a bottom-up beta
- Calculating the cost of debt and quasi-debt
- Is it possible to estimate an optimal capital structure?
Case studies: working out ke and WACC for more complex situations
6.2 Forecasting unlevered FCF
- Estimating normalised unlevered FCF
- Pitfalls in calculating unlevered FCF
- Forecasting of unlevered FCF for target company
Case studies: working out unlevered FCF from IFRS statements
6.3 Terminal value
- TV using the perpetuity method – what terminal growth rate?
- TV using exit multiples
- TV using liquidation value
- Can some firms generate excess returns in the long run?
- Should ROCE equal or exceed WACC in the long run?
- Running sensitivities
6.4 Understanding returns
- Understanding ROCE
- Components of capital employed
- Decomposing ROCE
- The ROCE “frontier”: trade-off between higher margins and higher asset turnover
- The link between ROCE and ROE
6.5 Distortions in calculating ROCE
- The impact of changing asset lives
- The invisible assets: valuing intangibles
- Historic capitalisation
- Estimating the current value of intangibles
Section 7: Advanced DCF methods and EVA
7.1 Advanced DCF methods
- 3 stage DCF; modelling the fade timeframe
- Adjusted present value DCF
- Drawbacks of using time adjusted WACC
- Compressed DCF
- Recursive DCF
- Calculating debt and equity values directly
- Cash flow return on invested capital (CFROIC)
- Reversing into the terminal growth rate
Case studies: working out adjusted PV DCF; reversing into the TGR
Day 3: Afternoon Webinar/Session 6
7.2 EVA as an alternative to DCF
- Definitions – what is EVA?
- The mathematical equivalence of EVA and DCF
- Using EVA to better understand value creation
- The potential pitfalls of EVA
- Building an EVA model
Case studies: moving between EVA and DCF
Section 8: Valuing fast growth firms
- Examination of the volatility and drivers of fast growth company valuations
- Overview of fast growth firm successes and failures
- Fading ROCE and growth; choosing an appropriate fade period
Section 9: Illiquidity discounts
- For private firms
- For non-controlling stakes
Section 10: Mergers and Acquisitions
10.1 Background to M&A valuations
- Recent M&A trends
- The main rationale behind M&A activity
10.2 Valuing the target
- On a standalone basis; as a break-up candidate; in combination with the offeror
- Valuing synergies
- Operational and financial synergies; cost and capex savings
- Estimating the price premium – the value of control and voting rights
- Do public M&A deals create value for buying and selling shareholders?
Case studies: working out control premia
10.3: Acquisition modelling including financing
- Key acquisition data
- The cost of the target’s equity, including the premium paid and entry multiple
- Buying out options and convertible bonds
- Assumed debt
- Expenses and other items
- Dealing with NCI
- Calculating cost savings and synergies, including NPVs
- Working out the funding structure
- Using offeror equity and hybrids
- Using debt funding
- Who are the obligors and guarantors?
- Is any debt funding fungible with existing offeror debt?
- The use of contingent value rights
- Dealing with historic and newly-created goodwill
- Understanding EPS dilution and accretion
- Calculating EPS dilution or accretion
- Other impacts, including
- Ownership stakes
- Interest cover
- Credit rating
- Cost of debt and required return on equity
Case studies: working out the balance sheet impact of an acquisition; working out eps dilution/accretion and neutrality
Course summary and close
Former Executive Director of CSFB and Lehman Brothers, Sarah Martin has spent seventeen years working as an investment banker in Europe and the US. She has principally worked in the credit markets and has experience of the US and European high grade and high yield markets, the European new issue ...
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