Anno accademico

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1 Anno accademico Corso di Laurea Magistrale in Economia Aziendale Curriculum amministrazione e governance delle aziende (ex DM 270) PRINCIPLES OF BUSINESS VALUATION

2 The Valuation of: 1) Sports Franchises 2) Automobile Dealerships Andrea Sagone Managing Partner, Cross Court Capital November 2017

3 1) THE VALUATION OF SPORTS FRANCHISES The Valuation of Sports Franchises Page 2 November 2017

4 Sports Franchises & the Entertainment Industry Professional sports teams, usually part of wider franchises, are part of the entertainment industry Entertainment businesses seeks to maximize value in 2 ways: 1. attraction of large audiences: The most important goal is to maintain and increase this 2. brand development and extension: Allows the franchise to have additional revenues The economics of a sports team depend primarily on four variables: 1. the relationship between the owner and the players 2. regulatory environment: specific laws and league regulations 3. broadcast and cable television contracts (in recent years the media is the first client of franchises and/or sport leagues) 4. venue attributes The valuation of Sport Teams can be carried out through: the market transaction method the discounted cash flow method These valuation methods would need to be adjusted on a case-by-case basis The Valuation of Sports Franchises Page 3 November 2017

5 Owner / Player Relationships (1/2) In the United States, the largest team expense is player compensation. This expense represents about 60 percent of team revenue The growing level of player compensation is an increasing issue team expenses are increasingly reaching unsustainable levels In the U.S. leagues and team owners have tried to cope with this problem by instituting salary caps and revenue sharing agreements Nowadays, traded media companies own teams in quite all sports In this way, sport leagues can offer future career opportunities to players and try to slow the growth of cash compensation Also the use of ESOP induces star players to remain more on the same team In Italy, player expenses are normally recorded as intangible assets and written off over a pre-defined period of time About 10 years ago, the level of annual write-off was so high that most soccer teams couldn t reach a profit. As a result, the well-known Decreto salva-calcio was issued, allowing all soccer teams to impair for capitalized players expenses and, so, to restructure the firm. The Valuation of Sports Franchises Page 4 November 2017

6 Owner / Player Relationships (2/2) With reference to the owner / player relationship, the analyst should understand: 1. the contribution that each player makes to his team 2. his contract terms and conditions 3. his ranking in terms of performance 4. his importance and attractiveness within the league The Valuation of Sports Franchises Page 5 November 2017

7 Regulatory Environment: Specific Laws and League Regulations (1/2) Laws and rules governing professional sports have a significant impact on the process of valuating sports teams These laws and regulations can be analyzed from three different point of views: 1. organizational 2. revenue sharing 3. owner/player relationships The Valuation of Sports Franchises Page 6 November 2017

8 Regulatory Environment: specific laws and league regulations (2/2) Organizational issues Antitrust laws allow leagues to enjoy exemptions. It means, for example, team owners have the exclusive right to control the merchandising process or other uncommon revenues (vs. common revenues ) Revenue sharing ( common revenues ) In the U.S.A. the Sport Broadcasting Act was issued in It provides for the league to negotiate in concert with television networks National television revenues are divided among the teams, which receive the same amount of television revenues. The amount is independent of the market share and by the success (number of wins) of each sports team There are also many other revenues that are not divided, such as local televisions rights, cable TV rights, gate receipts A great disparity between teams exists Owner / player relationships The analyst should understand the rules governing this relationship: free agency, salary caps, player mobility The Valuation of Sports Franchises Page 7 November 2017

9 Broadcasting and Cable TV Rights (1/3) In professional sports, in the U.S., television revenues represent 60 percent of revenues from rights Television rights not only permit professional sports franchises to generate cash each year, but also to build and maintain powerful brands The demand for television sport content is increasing worldwide, despite declining live sport viewership What is the volume of national broadcast and cable TV rights? The Valuation of Sports Franchises Page 8 November 2017

10 Broadcasting and Cable TV Rights (2/3) Some examples of national broadcast and cable TV rights deals: Some examples of national broadcast and cable TV rights deals: UEFA got the sport s richest clubs to signed a new Champions League agreement. The accord runs from 2018 through A larger share of the annual billion-dollar prize money, made up of television and sponsorship rights sales, will go to big teams like defending champion Real Madrid, Barcelona, Juventus and Bayern Munich. UEFA s annual commercial revenue for the Champions League and the second-tier Europa League is 2.24 billion euros ($3 billion) Each of the 32 teams that qualifies for the initial group stage of the Champions League gets a basic fee of 12 million euros, with incremental increases based on results and the size of the national television market in the country they are based. The biggest earner gets about 100 million euros Agreement Sky/Italian Soccer League: Platinum live (rights for Serie A for seasons and ) = 580 million per year. In 2009 Conto TV opposed a motion to the Corte d Appello and the motion has been accepted in November The general meeting of Serie A contested the decision of the Corte d Appello. Recently, Conto Tv has presented an interlocutory injuction (ricorso cautelare) to the Milan Court; the injuction has been rejected. The Valuation of Sports Franchises Page 9 November 2017

11 Broadcasting and Cable TV Rights (3/3) Why is it so relevant to know the amount of revenues get through television rights? Understanding the terms and conditions of the contracts between a team (or a league) and the TV or radio broadcasters is a part of the valuation process that cannot be ignored It s also important to remember that there is a big disparity in local broadcast fees between teams The bigger the team becomes, the higher is the fee (in the U.S., local TV and cable TV revenues make up between 11 percent and 16 percent of total revenues) The Valuation of Sports Franchises Page 10 November 2017

12 Venue Attributes (1/2) Venue = a venue is a place where an action or event has been arranged to happen (Collins Cobuild English Language Dictionary ). In the Nineties the new frontier for sports teams was the exploitation of real estate: building stadiums and arenas Team owners are currently trying to pressure the cities where teams play to have a new stadium or to renovate the existing one New arenas can be used to set up additional events, like family shows, religious meetings, corporate annual meetings, etc.. Why are stadiums and arenas so important? Revenues generated by stadiums and arenas are not shared among other league teams! In the U.S.A., the majority of NHL teams own or control their venues This control allows sports franchises to enjoy other revenues resulting from venue operations Venues with 100 events, or fewer, per year generate revenues that are adequate to pay a small staff of full-time employees Venues with 250 events, per year, or more can obtain an economy-of-scale benefit: they may, in fact, retain trained in-house staff, which is an important intangible asset and a relevant source of revenue The Valuation of Sports Franchises Page 11 November 2017

13 Venue Attributes (2/2) An example: Statement of Revenues New Arena with Hockey and Basketball Teams Revenues $000s % of total Premium seating ,80 Ticket rentals ,20 Concession sales ,20 Novelty sales ,50 Parking ,50 Advertising ,20 Other revenues ,50 Total revenues ,00 The Valuation of Sports Franchises Page 12 November 2017

14 Valuation Methodology (1/4) The analyst first has to examine the market dynamics of the business The sports market is unique. Its uniqueness arises from several factors. The emotions sports teams evoke in their fans, in fact, make this business different from others The success of a sports business is measured not only in economic terms, but also by the ability of team to lose or to win (and hence to win over fans). The primary approaches for estimating the value of a sports team are: the income approach the market approach The income approach In an Anglo-American perspective, the most applicable income approach method to value sports teams is the DCF method Using this method the analyst can: consider and analyze value drivers related with merchandising make reasonable assumptions about the possibility of maximizing these drivers The Valuation of Sports Franchises Page 13 November 2017

15 Valuation Methodology (2/4) The valuation process is developed trough the following steps: Revenue analysis and financial performance (income, balance sheet, cash flow statements) benchmarking of team revenues and expenses (side-by-side analysis) choice of a number of case studies of successful (or unsuccessful) teams; analysis of business scenarios building of the perspective cash flow, based on the selected scenarios The variables to be projected are many and complex. Analyst should be particularly sensitive to bias What is the discount rate to be used? It s the weighted average cost of capital (WACC) To estimate the cost of equity capital, the Capital Asset Pricing Model can be used. What is the right beta to use for sports team? It s not possible to observe the movement of sports franchise stock, because pure play or near-pure play companies are very few. For the U.S. market an average of betas from the entertainment industry can be used (84 firms; beta = 1) and the betas of companies which profitability depends on sports (Nike, Reebok, Russell Athletic, etc. beta for the 16 shoes firms = 1,20). The Valuation of Sports Franchises Page 14 November 2017

16 Valuation Methodology (3/4) Market approach The analyst may apply two methods within the market approach: market transaction method (comparable transactions) traded company method (comparable companies) With the market transaction method, the analyst (prior to applying the multiple referred to the sample of comparative transactions) has to: collect and analyze recent market transactions make adjustments on the basis of a comparative analysis between the market transaction and the sports firm The comparative analysis should be conducted considering: size, location and demographic data on the different markets the possibility of scale economics local television agreements ownership of venue players contracts liabilities and obligations venue revenue splits The Valuation of Sports Franchises Page 15 November 2017

17 Valuation Methodology (4/4) The difficulty in applying this method is complicated by the presence of buyer synergies which are often impounded in the purchase price With the guideline publicly traded company method, the analyst should: select a sample of public companies, similar to the subject company gather and analyze publicly available date (market-derived pricing multiples) apply multiples to subject company parameters The problem with this method is (i) that equity of sport teams is often in private hands or (ii) sports teams represent only a small part of public company s business. Which multiples are better to use? In my opinion: P/S or P/CF or EV/EBITDA The Valuation of Sports Franchises Page 16 November 2017

18 Feasible Venue Development Projects One of the most topical subjects (common in Italy) about valuation of sports teams is venue development project feasibility Venue project feasibility is judged in the same way as the practicability of an investment project in the real estate industry: economic feasibility exists if a project obtains the required rate of return on the full replacement cost of the individual assets employed Objectives of a project relative to a venue are to: provide investors with an appropriate rate of return obtain brand expansion enhance core assets In the U.S.A. (in the years between 1988 and 1996 alone) more than 80 percent of hockey and basketball teams carried out financial operations to operate from a new venue (moving into a new one; constructing a new venue; obtaining from a governmental entity a commitment to built a new one). It s important to point out that venue feasibility is not part of the valuation: the analyst doesn t have to seek the theoretical value of the project, but he makes a recommendation about the possibility of the project. The Valuation of Sports Franchises Page 17 November 2017

19 2) THE VALUATION OF AUTOMOBILE DEALERSHIPS The Valuation of Sports Automobile Franchises Dealerships Page 18 Page 18 November 2017

20 Reasons for Valuation The most common purposes for valuation are the following: dealer succession. Because of franchise relationship, the valuation of a dealership for estate and gifting purposes is very common M&A transactions. Most dealerships are transacted directly between existing dealers marital dissolution litigation. Valuations are used in disputes with manufacturers, usually in the form of lost profit computations sale of dealership franchise: the selling dealer wants to obtain an accurate value estimate before placing his business on sale The Valuation of Sports Automobile Franchises Dealerships Page 19 Page 19 November 2017

21 Analysis of the business (1/2) An Automobile Dealership is likely to encompass several different businesses (i.e. complexity): new vehicle department used vehicles department parts department (retail and wholesale activities) finance and insurance department lease and rental department Key functions are also relationship with manufacturers relationship with key buyers N.B.: in the U.S.A. most well-run dealership have net income that is less than 2 percent of total revenues. Relative to new and used vehicles departments, it s important to point out that the methods for acquiring and marketing these two types of vehicles are very different. In recent years, gross profit from used vehicles has increased The Valuation of Sports Automobile Franchises Dealerships Page 20 Page 20 November 2017

22 Analysis of the business (2/2) Parts department: if well combined with service department, can have a strong effect on firm profitability Back end operations are able to increase business profitability, also in a period of global crises (people spend their dollars to repair rather to replace existing vehicles) Finance and insurance department: it s the one requiring the least overhead and producing the largest gross profit Largest dealerships may also have separate departments for lease and rental sales A very important driver for the success of the business is the relationship with the manufacturer and key buyers The most well-run dealership operate, on average, on after-tax net income of less than 2% of total revenues! The Valuation of Sports Automobile Franchises Dealerships Page 21 Page 21 November 2017

23 Key risk areas Environmental Issues The analyst has to evaluate off-balance-sheet liabilities (such as environmental contamination) Franchise Agreement Terms Terms and conditions of franchising agreement can strongly affect value (such as the transferability of the franchise) Viability of the dealership location the manufacturer is looking to have its dealership located in the most profitable areas Manufacturer relationship and manufacturer policies the manufacturers policies on financing terms can greatly influence a dealership performance and profitability Economic issues automobile industry is affected by historic and economic events Regulatory issues the imposition of a luxury tax, for example, may decrease the profitability of the business The Valuation of Sports Automobile Franchises Dealerships Page 22 Page 22 November 2017

24 Valuation methods Excess earnings method Income approach a simple capitalization of earnings or a discounting of future cash flows may not reflect all the elements of the value of the business Market approach method Limited information on transactions involving dealerships is available from market databases; the size of the transactions is generally small and the transactions may vary widely in their terms and prices Empirical method: Adjusted net assets + blue sky Blue sky = multiple * normalized pre-tax, pre-lifo earnings (between 1 and 3 times). The Valuation of Sports Automobile Franchises Dealerships Page 23 Page 23 November 2017

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