X MANAGEMENT (4 UNITS) Business Valuation (Online)

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1 Page 1 Course Prerequisites Introductory Corporate Finance or equivalent X MANAGEMENT (4 UNITS) Business Valuation (Online) Course Description: This course explores the basics of business valuation, including how businesses are valued, how to evaluate the credentials of self-styled valuation "experts," and the quality of the reports they produce. Students learn the different methods of valuation, their strengths and weaknesses, and when to apply each. Topics include the different standards for business appraisers, the different types of discounts and premiums that can be applied to value a business, different standards of value and sources of law for business valuation, burden of proof in valuation controversies, penalties and sanctions for inadequate valuation reports, and the choice of entity and its effect on valuation. Additional topics include comparative financial statement analysis, economic and industry analysis, etc. Course Objectives By the end of this course, a successful learner should be able to: 1. Quickly assess which valuation methodologies which are applicable based on the type of company being valued and the relevant circumstances, 2. Upon review of a company s financial statements be able to prepare a basic valuation using various appropriate valuation methodologies 3. Specific learning objectives: Methods of business valuation. Different standards for business appraisers. The different types of discounts and premiums that can be applied to value a business, and when they are appropriate. The effect of subsequent events on a valuation. Different standards of value and sources of law for business valuation. Burden of proof in valuation controversies. Penalties and sanctions for inadequate business valuation reports. Choice of entity and its effect on valuation. Comparative financial statement analysis. Weighting of approaches. Required Textbooks: 1). Business Valuation Course Reader: this will be uploaded to the course website on a weekly basis. 2). Harvard Business School Case Studies: Please order the cases from Harvard website listed below. Option #1:

2 Page 2 ENG&referral=00103 Option #2: Case 1 Prod. #: PDF Note on Corporate Strategy Case 2: Prod. # PDF Wal-Mart Stores, Inc. Case 3 Prod. #: PDF Wal-Mart, 2007 Case 4: Prod. #: PDF Cash Flow and the Time Value of Money Case 5: Prod. #: PDF Corporate Valuation and Market Multiples. Case 6: Prod. #: PDF America Online, Inc. Case 7: Prod. #: PDF: Manufactured Homes, Inc. Case 8: Prod. #: PDF The Home Depot, Inc. Case 9: Prod. #: PDF Home Depot, Inc. in the New Millennium Case 10: Prod. #: UV2556-PDF Monsanto Company Other Reference Books (recommended but not required) McKinsey & Company, Inc: Measuring and Managing the Value of Companies, University Edition, Wiley, 5 th Edition, Year 2010, ISBN: Richard A. Brealey, Stewart C. Myers, and Franklin Allen: Principles of Corp Finance, Publisher: Irwin/McGraw-Hill, 8 th Edition, Publication Year: ISBN: White, Sohndi and Fried: The Analysis of and Use of Financial Statements, Wiley. Calculator or MS-Excel Requirements You need to have a financial calculator by the second week. You can use any financial calculator as long as it has all the functions we use in class, including PV, FV, cash flow calculations (models: HP10B, HP 12C, HP 17B, TI BA II, etc.). Alternatively, you need to have access to a PC with MS-Excel spreadsheet applications. Class Expectations Class participation is important and can favorably affect your grade. Minimum acceptable participation is regular participations in online discussions and completion of the specific assignments, including the final exit exam. Selected problems will be assigned.

3 Page 3 Course Procedure You will have assigned reading to be done prior to each class. Between classes you will practice on the selected assignments and questions. You will also be expected to complete the final exam as well as the Harvard case study and the individual research project. Course Evaluations & Grading Policy The Exam will be combinations of multiple choice and essay questions and problems. Exam / Participation / Individual Weight Grade Tentative Range Research Project / Harvard Case Class Participation / Online Forum 10% A 90 or above Harvard Case Studies (one case) 25% A Business Valuation Research Project 30% B Final Exam (Comprehensive) 35% B Total 100% B C C C D / F 55 65; Below 55 Teaching Style Lectures, discussion, problem solving, homework assignments, individual project. Incompletes: The interim grade Incomplete may be assigned when a student's work is of passing quality, but a small portion of the course requirements is incomplete for good cause (e.g. illness or other serious problem). It is the student s responsibility to discuss with the instructor the possibility of receiving an I grade as opposed to a non-passing grade. The student is entitled to replace this grade by a passing grade and to receive unit credit provided they complete the remaining coursework satisfactorily, under the supervision of and in a time frame determined by the instructor in charge, but in no case later than the end of the next academic quarter. At that time, the Registrar will cause all remaining Incompletes to lapse to the grade "F". Note: Receiving an I does not entitle a student to retake all or any part of the course at a later date. Student Behavior involving cheating, copying other s work, and plagiarism is not tolerated and will result in disciplinary action. Students are responsible for being familiar with the information on Student Conduct in the General Information Section of the UCLA Extension Catalog or on the website at Course Outline & Reading Assignments Topic Readings Week 1 A. Introduction to Business Valuation B. A Framework for Business Analysis and Valuation See reading materials on the course website Using Financial Statements Week 2 Corporate Strategy Analysis I: An Overview HBS Note on

4 Page 4 Week 3 Corporate Strategy Analysis II: Competitive Position and Corporate Analysis; Strategy Analysis Corporate Strategy. Additional reading materials on the website HBS Wal-Mart Stores Inc. ; HBS Wal-Mart, Additional reading materials on the website Week 4 Corporate Strategy Analysis III: Forecasting HBS UV2556 Monsanto Company. Additional reading materials on the website. Week 5 Week 6 Week 7 Week 8 Corporate Valuations (I): Time Value of Money Corporate Valuation Methods: An Overview Corporate Valuations (II) Corporate Earnings and Asset Analysis Corporate Valuations (III) Corporate Liability and Equity Analysis Corporate Valuations (IV) Financial Analysis Ratio Analysis and Cash Flow Analysis HBS Cash Flow and the Time Value of Money. HBS Corporate Valuation and Market Multiples. HBS : America Online Inc. Additional reading materials on the website HBS : Manufactured Homes, Inc. Additional reading materials on the website HBS : The Home Depot, Inc. Peter Jennergren: A Tutorial on the DCF Model for Valuation of Companies ; Week 9 Corporate Valuations (V): Implementation HBS : Home Depot inc. in the New Millennium. Additional reading materials Week 10 Final Take-home Exam All above About the Harvard Business Cases Each student is required to choose one Harvard cases for in-depth analysis. You can choose any case that meets your personal & professional interests. Note that the emphases are on: Developing analytical and judgment skills Gain exposures to dynamic organizational and managerial situations Enhance your skills to analyze and defend your opinion as new information or perspectives become available. Incorporate computer modeling techniques (e.g. Macro, what-if analysis, business charting) and Excel spreadsheets where appropriate. What to Expect in a Case: Critical issues are not explicit.

5 Page 5 Information may be incomplete or ambiguous. Some information may be redundant / irrelevant. There are no correct or wrong answers as long as you can justify / substantiate your positions. Sample Guidance (for illustration purpose): Provide a business report (about 6-8 pages, including cover page, Table of Contents, Reference; graduate school-level quality) that includes: Overview: the issues / business case; the parties involved. Proposed solutions: Strength analysis. Proposed solutions: Potential risks involved in this credit derivative deal. Critique / evaluate on the proposed talk points to clients. Develop a set of recommendations supported by your analysis. Evaluate alternative proposals (pros and cons). Address the implementation issues in an applied corporate setting. Provide some analysis of the bond features in Exhibit 1, e.g. coupon frequency, discount vs. premium bond, etc. Concluding remarks; Reference. Business Valuation Project (Individual Research Project) 1). Each student should select a single company with easily accessible public information concerning its financial statements as well as information on its business overviews, financial statements, common stock, bonds, and financial options. 2). Project goal: To value a public corporation from a particular position or view investment analyst (buy or sell-side), M&A, investment banker, SEC, and so on. The analysis should lead to the specific investment recommendation (e.g. purchase, sell, spin-offs, etc). 3). Strategy Analysis Provide a brief description on the history of the company, and analyze its competitive position and growth opportunities. Business Description: o Provide a brief description of the firm s business. o Identify the business segment within the industry (i.e., telecommunications equipment, semiconductor, software) o Identify whether the subject firm is producing end-product or component. o Identify the primary revenue sources for the firm (i.e., license fees, products sales, service revenue). Industry Analysis: o Provide an overview of the industry drivers, including key risk factors and key success traits.

6 Page 6 o Industry risk factors are generally those out of the direct control of management. For example: high threat of new entrants, significant buyer power, increasing government regulation, rapidly changing technology. o Analyze your firm s competitive position and growth opportunities. 4). Accounting & Financial Analysis Historic Financial Analysis o Analyze quarter-to-quarter performance that reflects the operating trends. Does the firm s historic financial performance support management s future goals and strategies for the business? o Has the financial statement changed as a result of planned goals and strategies or for other reasons? Is the firm s historic financial performance in line with the industry norms? Template for Fiscal Year Ended Net Revenue Gross Margin % SGA % Operating Income Net Income Leverage / Debt Ratio Working Capital Current ratio quick ratio Inventory turnover ratio ROA, ROE, ROI 2Q04 3Q04 4Q04 1Q05 2Q05 Industry / Peers 5). Income Statement Analysis Discuss revenue recognition policies and compare them to industry practice. Discuss recurring revenue generation variability during the year or even during quarterly periods. Highlight any risks inherent in such variability. Gross margin deterioration tends to be an early warning sign of trouble ahead for technology companies discuss if appropriate. Discuss changes in trends; unusual or extraordinary items Analysis by business segment 6). Balance Sheet Analysis Identify off-balance sheet exposure and identify impact to leverage and repayment. Discuss access to a variety of capital markets segments to support business plan assumptions about need for growth capital. Major changes in assets/liabilities Significant trends in liquidity, working capital and balance sheet ratios. Analysis by business segment 7). Cash Flow Statement Analysis

7 Page 7 Amount of cash generated Use of cash receipts Availability of funds to finance capital expenditures, expansion of business activity, dept repayment or future dividends. Earnings and/or asset quality 8). Pro Forma Financial Analysis (Cash Flow Statements) i). Three sets of financial projections are required (base or most likely case, worst case, best case). Results from all three cases are to be included in the forecast comparison spreadsheet. In each section the student should briefly summarize assumptions, the rationale behind the assumptions and the firm s financial position and outlook under each scenario. ii). Value the firm under three different scenarios: Best scenario (highest stock price if all goes well) Worst scenario (lowest stock price in an adverse situation) Most likely scenario this is your best estimate of the equity value given the current economic situations and the future trends. iii). Valuation using price multiples (comparable companies); Provide reasons why you select certain ratios 9). Conclusion: proposed action (buy, sell, hold, spin-off) and its justification 9). Prepare a typed group report (< = 16 pages) including all of the items listed above. Summarize and organize your data so that it is easy to follow. The final deliverables (Harvard case and the individual research project) are due at the end of the 10 th session, the same time you turn in the final take-home exam. Please see the course website for sample deliverable for format. References: Viktoria Dalko & Daniel Deneffe. Business Analysis & Valuation, Course syllabus. Harvard University.