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怎么学 Financial Modeling?

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楼主
发表于 2010-5-24 12:51:13 | 只看该作者 回帖奖励 |倒序浏览 |阅读模式
小弟需要学 Financial Modeling. 我没有Finance背景. 怎么办??
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沙发
发表于 2010-5-25 21:00:38 | 只看该作者
找一个拿来看看。。

最主要是earning forecast..
板凳
发表于 2010-5-31 20:47:08 | 只看该作者
from internet

Step 1Determine the purpose and audience of your model. Although most models will be similar, how you present various metrics will be different depending on your audience.

Step 2Build an assumptions page. The first page in your file should lay out all of the assumptions used in your model. For example, if you're modeling out a subscription-based company, you should clearly outline the revenue drivers (e.g. number of subscriptions and average price).

Step 3Build your Profit & Loss statement. Your audience will determine how detailed your P&L should be, but you should at least have the major line items - Revenue, COGS, SG&A, EBIT, and Net Income. Your forecasted numbers should always be pulling from your assumptions page (e.g. revenue growth). This way, your audience will be able to see how the different metrics change based on the assumptions.

Step 4Build your Balance Sheet. Again, this should pull from your assumptions page (e.g. CapEx as a percent of Revenue). Also, make sure to link your Balance Sheet and P&L where applicable (e.g. linking Net Income to Retained Earnings). Again, your audience will determine how much granularity you want to show.

Step 5Build your Statement of Cash Flows. If built properly, this should be easy to link up to your P&L and Balance Sheet. Make sure to show Beginning Cash Balance, Cash Flow from Operations (CFO), Cash Flow from Financing (CFF), and Cash Flow from Investing (CFI), and Ending Cash Balance. Make sure that your ending cash balance is linked to your Balance Sheet.

Step 6Add checks to make sure that everything ties. This is possibly the most important step. No matter who your audience is, you will lose all credibility if your numbers don't tie. This can be prevented by building checks into your model. For example, subtract your cash balance in your Balance Sheet from the ending cash balance on your Statement of Cash flows - if it doesn't equal zero, you'll need to adjust a formula or two. I've seen people build these into the financial statements themselves, while I've also seen them build a whole new sheet for these types of checks. It's your own preference.
地板
发表于 2010-5-31 20:50:06 | 只看该作者
1Get in the right mindset.

"Garbage in, garbage out."

Whether you're pricing options with Black-Scholes or building a Discounted Cash Flow model, you should sanity check your assumptions. This applies to cash flow modeling, too, as the model will faithfully generate outputs without regard as to whether or not the inputs make sense (it's just a bunch of formulas, after all).

NEVER HARDCODE. The model should be dynamic and adjust automatically according to your inputs. There should never be a formula, for example, that multiplies a certain number of units with a hardcoded price. What happens if you need to change the price? You would have to go to the right cell and change it every single time (assuming you also changed it correctly and didn't make an accidental keystroke somewhere).

Step 2Decide on the assumptions. I usually build these out in an assumptions tab. It is useful to build out multiple divisions and consolidate them before linking into the income statement.

Operating Assumptions
- Revenue growth and buildout
- COGS (as a % of revenue)
- SG&A (as a % of revenue)
- EBITDA margin
- D&A
- Capex

Working Capital Requirements
- AR Days
- AP Days
- Inventory Days
- etc.

Step 3Build out the Income Statement with everything except for interest expense which will be added in later.

Step 4Build out the Pro Forma Balance sheet to adjust for any transactions that will be represented in the model. Balance Sheet should be built out with everything except for cash balance.

Step 5Build out the the debt tranches and interest expense calculations.

Revolver? Term Loans? Mezzanine Debt? PIK/Toggle (just kidding..forget about this one)? Go crazy! Make sure that you have the right reference base rates in place and proper calculation of interest. Remember to put in the revolver and cash sweep!

Run the interest expense back to the Income Statement.

Step 6Build out the cash flow statement. Operating, Investing, Financing sections...you know the drill. Link the end cash back into the Balance Sheet.

Step 7The summary ratios. This is what you have been working so hard for - the outputs! You can build out the liquidity and solvency ratios!

Examples:
- Senior Debt/EBITDA
- Total Debt/EBITDA
- Interest Coverage
- Fixed Charge Coverage
- etc.

Step 8Check and validate the model. Go line-by-line. It can be tedious, but better than finding a nasty surprise waiting for you later!

I have left out a lot of bells and whistles. You can build in the returns for an LBO at various sensitivities, returns on mezzanine debt, a complex tax calculation...the sky's the limit really. It's about what you want to put in and how much time you have available.

With all that said - good luck and happy modeling
5#
发表于 2010-5-31 20:52:24 | 只看该作者
This is from Wikipedia

Financial modeling is the task of building an abstract representation (a model) of a financial decision making situation. This is a mathematical model designed to represent (a simplified version of) the performance of a financial asset or a portfolio, of a business, a project, or any other form of financial investment. Financial modeling is a general term that means different things to different users; generally however the reference is either to accounting related applications or to quantitative finance. While there has been some debate in the industry as to the nature of financial modeling - whether it is a tradecraft, such as welding, or a science, such as metallurgy - the task of financial modeling has been gaining acceptance and rigor over the years.[1] Several scholarly books have been written on the topic, in addition to numerous scientific articles.

Contents [hide]
1 Accounting
2 Quantitative finance
3 See also
4 Selected books
5 External links


[edit] Accounting
In corporate finance and the accounting profession (and generally in Europe[citation needed]), financial modelling is synonymous with cash flow forecasting.[2] This usually involves the preparation of large, detailed models, which are used for management decision making.[3] Modellers here are sometimes referred to (tongue in cheek) as "Number crunchers".

Applications include:

Business valuation, especially discounted cash flow, but including other valuation problems
Capital budgeting
Cost of capital or WACC
Financial statement analysis
Project finance
These models are almost always in discrete time and are usually deterministic (although see "Quantifying uncertainty" under Corporate finance).

Although purpose built software does exist, the vast proportion of the market is spreadsheet-based[citation needed] (this is largely due to the nature of the models here, as described); Microsoft Excel now has by far the dominant position, having overtaken Lotus 1-2-3 in the 1990s.

Spreadsheet-based modelling can have its own problems [4] ("Spreadsheet Shortcomings"), and several standardizations and "best practices" have been proposed. "Spreadsheet risk" is increasingly studied and managed.[5].

[edit] Quantitative finance
In quantitative finance (and generally in the U.S.[citation needed]), financial modelling entails the development of a sophisticated mathematical model. Models here deal with asset prices, market movements, portfolio returns and the like. Modellers are generally referred to as "quants" (quantitative analysts).

Applications include:

Option pricing and "Greeks"; other derivatives
Modeling the term structure of interest rates (short rate modelling) and credit spreads
credit scoring and provisioning
Portfolio problems
Real options
Risk modeling and Value at risk
These problems are often stochastic and continuous in nature, and models here thus require complex algorithms - entailing computer simulation, numerical differential equations, and the like - or the development of optimization models; see Outline of finance: Mathematical tools.

Although spreadsheets are widely used here also, almost always requiring extensive VBA, custom C++ or numerical analysis software such as MATLAB is often preferred, particularly where stability or speed is a concern. [6] Additionally, for many derivative and portfolio applications, commercial software is available, and the choice as to whether the model is to be developed in-house, or whether existing products are to be deployed, will depend on the problem in question. [7]

The complexity of these models may result in incorrect pricing or hedging or both. This Model risk is the subject of ongoing research by finance academics,[8] and is a topic of great, and growing, interest in the risk management arena.[9]

[edit] See also
Financial forecast
Financial Modelers' Manifesto
Financial planning
Integrated business planning
Model audit
Modeling and analysis of financial markets
[edit] Selected books
Benninga, Simon (1997). Financial Modeling. Cambridge, MA: MIT Press. ISBN 0-585-13223-2.  
Benninga, Simon (2006). Principles of Finance with Excel. New York: Oxford University Press. ISBN 0-195-30150-1.  
Fabozzi, Frank J.; Sergio M. Focardi, Petter N. Kolm (2004). Financial Modeling of the Equity Market: From CAPM to Cointegration. Hoboken, NJ: Wiley. ISBN 0-471-69900-4.  
Jackson, Mary; Mike Staunton (2001). Advanced modelling in finance using Excel and VBA. New Jersey: Wiley. ISBN 0471499226.  
Jondeau, Eric; Ser-Huang Poon, Michael Rockinger (2007). Financial Modeling Under Non-Gaussian Distributions. London: Springer. ISBN 1-846-28419-9.  
Ongkrutaraksa, Worapot (2006). Financial Modeling and Analysis: A Spreadsheet Technique for Financial, Investment, and Risk Management, 2nd Edition. Frenchs Forest: Pearson Education Australia. ISBN 0-733-98474-6.  
Proctor, Scott (2009). Building Financial Models with Microsoft Excel: A Guide for Business Professionals, 2nd Edition. Hoboken, NJ: Wiley. ISBN 978-0-470-48174-5.  
Swan, Jonathan (2005). Practical Financial Modelling. London: CIMA Publishing. ISBN 0-750-66356-1.  
Swan, Jonathan (2007). Financial Modelling Special Report. London: Institute of Chartered Accountants of England and Wales.  
Swan, Jonathan (2008). Practical Financial Modelling, 2nd Edition. London: CIMA Publishing. ISBN 0-750-68647-2.  
Tjia, John (2003). Building Financial Models. New York: McGraw-Hill. ISBN 0-071-40210-1.  
Vladimirou, Hercules (2007). Financial Modeling. Norwell, MA: Springer. ISBN 0-585-13223-2.
6#
发表于 2010-5-31 20:59:09 | 只看该作者
an example of property stock

http://www.finance30.com/forum/topics/commercial-real-estate
7#
发表于 2010-5-31 21:00:23 | 只看该作者
Business valuation
From Wikipedia, the free encyclopedia
Jump to:navigation, search
Business valuation is a process and a set of procedures used to estimate the economic value of an owner’s interest in a business. Valuation is used by financial market participants to determine the price they are willing to pay or receive to consummate a sale of a business. In addition to estimating the selling price of a business, the same valuation tools are often used by business appraisers to resolve disputes related to estate and gift taxation, divorce litigation, allocate business purchase price among business assets, establish a formula for estimating the value of partners' ownership interest for buy-sell agreements, and many other business and legal purposes.

Contents [hide]
1 Standard and premise of value
2 Elements of business valuation
2.1 Economic conditions
2.2 Financial Analysis
2.3 Normalization of financial statements
2.4 Income, Asset and Market Approaches
3 Income approaches
3.1 Discount or capitalization rates
3.1.1 Capital Asset Pricing Model (“CAPM”)
3.1.2 Weighted Average Cost of Capital (“WACC”)
3.1.3 Build-Up Method
4 Asset-based approaches
5 Market approaches
5.1 Guideline Public Company method
5.2 Guideline Transaction Method or Direct Market Data Method
6 Discounts and premiums
6.1 Discount for lack of control
6.2 Discount for lack of marketability
6.2.1 Restricted stock studies
6.2.2 Option pricing
6.2.3 Pre-IPO studies
6.3 Applying the studies
7 Estimates of Business Value
8 References
9 Further reading
9.1 Organizations


[edit] Standard and premise of value
Now before the value of a business can be measured, the valuation assignment must specify the reason for and circumstances surrounding the business valuation. These are formally known as the business value standard and premise of value.[1] The standard of value is the hypothetical conditions under which the business will be valued. The premise of value relates to the assumptions, such as assuming that the business will continue forever in its current form (going concern), or that the value of the business lies in the proceeds from the sale of all of its assets minus the related debt (sum of the parts or assemblage of business assets).

Business valuation results can vary considerably depending upon the choice of both the standard and premise of value. In an actual business sale, it would be expected that the buyer and seller, each with an incentive to achieve an optimal outcome, would determine the fair market value of a business asset that would compete in the market for such an acquisition. If the synergies are specific to the company being valued, they may not be considered. Fair value also does not incorporate discounts for lack of control or marketability. [NEED REFERENCES] SFAS 142

Note, however, that it is possible to achieve the fair market value for a business asset that is being liquidated in its secondary market. This underscores the difference between the standard and premise of value.

These assumptions might not, and probably do not, reflect the actual conditions of the market in which the subject business might be sold. However, these conditions are assumed because they yield a uniform standard of value, after applying generally-accepted valuation techniques, which allows meaningful comparison between businesses which are similarly situated.

[edit] Elements of business valuation
[edit] Economic conditions
A business valuation report generally begins with a description of national, regional and local economic conditions existing as of the valuation date, as well as the conditions of the industry in which the subject business operates. A common source of economic information for the first section of the business valuation report is the Federal Reserve Board’s Beige Book, published eight times a year by the Federal Reserve Bank. State governments and industry associations often publish useful statistics describing regional and industry conditions.

[edit] Financial Analysis
The financial statement analysis generally involves common size analysis, ratio analysis (liquidity, turnover, profitability, etc.), trend analysis and industry comparative analysis. This permits the valuation analyst to compare the subject company to other businesses in the same or similar industry, and to discover trends affecting the company and/or the industry over time. By comparing a company’s financial statements in different time periods, the valuation expert can view growth or decline in revenues or expenses, changes in capital structure, or other financial trends. How the subject company compares to the industry will help with the risk assessment and ultimately help determine the discount rate and the selection of market multiples.

[edit] Normalization of financial statements
The most common normalization adjustments fall into the following four categories:

Comparability Adjustments. The valuer may adjust the subject company’s financial statements to facilitate a comparison between the subject company and other businesses in the same industry or geographic location. These adjustments are intended to eliminate differences between the way that published industry data is presented and the way that the subject company’s data is presented in its financial statements.
Non-operating Adjustments. It is reasonable to assume that if a business were sold in a hypothetical sales transaction (which is the underlying premise of the fair market value standard), the seller would retain any assets which were not related to the production of earnings or price those non-operating assets separately. For this reason, non-operating assets (such as excess cash) are usually eliminated from the balance sheet.
Non-recurring Adjustments. The subject company’s financial statements may be affected by events that are not expected to recur, such as the purchase or sale of assets, a lawsuit, or an unusually large revenue or expense. These non-recurring items are adjusted so that the financial statements will better reflect the management’s expectations of future performance.
Discretionary Adjustments. The owners of private companies may be paid at variance from the market level of compensation that similar executives in the industry might command. In order to determine fair market value, the owner’s compensation, benefits, perquisites and distributions must be adjusted to industry standards. Similarly, the rent paid by the subject business for the use of property owned by the company’s owners individually may be scrutinized.
[edit] Income, Asset and Market Approaches
Three different approaches are commonly used in business valuation: the income approach, the asset-based approach, and the market approach[2]. Within each of these approaches, there are various techniques for determining the value of a business using the definition of value appropriate for the appraisal assignment. Generally, the income approaches determine value by calculating the net present value of the benefit stream generated by the business (discounted cash flow); the asset-based approaches determine value by adding the sum of the parts of the business (net asset value); and the market approaches determine value by comparing the subject company to other companies in the same industry, of the same size, and/or within the same region.

A number of business valuation models can be constructed that utilize various methods under the three business valuation approaches. Venture Capitalists and Private Equity professionals have long used the First chicago method which essentially combines the income approach with the market approach.

In determining which of these approaches to use, the valuation professional must exercise discretion. Each technique has advantages and drawbacks, which must be considered when applying those techniques to a particular subject company. Most treatises and court decisions encourage the valuator to consider more than one technique, which must be reconciled with each other to arrive at a value conclusion. A measure of common sense and a good grasp of mathematics is helpful.

[edit] Income approaches
The income approaches determine fair market value by multiplying the benefit stream generated by the subject or target company times a discount or capitalization rate. The discount or capitalization rate converts the stream of benefits into present value. There are several different income approaches, including capitalization of earnings or cash flows, discounted future cash flows (“DCF”), and the excess earnings method (which is a hybrid of asset and income approaches). Most of the income approaches look to the company’s adjusted historical financial data for a single period; only DCF requires data for multiple future periods. The discount or capitalization rate must be matched to the type of benefit stream to which it is applied. The result of a value calculation under the income approach is generally the fair market value of a controlling, marketable interest in the subject company, since the entire benefit stream of the subject company is most often valued, and the capitalization and discount rates are derived from statistics concerning public companies.

[edit] Discount or capitalization rates
A discount rate or capitalization rate is used to determine the present value of the expected returns of a business. The discount rate and capitalization rate are closely related to each other, but distinguishable. Generally speaking, the discount rate or capitalization rate may be defined as the yield necessary to attract investors to a particular investment, given the risks associated with that investment.

In DCF valuations, the discount rate, often an estimate of the cost of capital for the business is used to calculate the net present value of a series of projected cash flows.
On the other hand, a capitalization rate is applied in methods of business valuation that are based on business data for a single period of time. For example, in real estate valuations for properties that generate cash flows, a capitalization rate may be applied to the net operating income (NOI) (i.e., income before depreciation and interest expenses) of the property for the trailing twelve months.
There are several different methods of determining the appropriate discount rates. The discount rate is composed of two elements: (1) the risk-free rate, which is the return that an investor would expect from a secure, practically risk-free investment, such as a high quality government bond; plus (2) a risk premium that compensates an investor for the relative level of risk associated with a particular investment in excess of the risk-free rate. Most importantly, the selected discount or capitalization rate must be consistent with stream of benefits to which it is to be applied.

[edit] Capital Asset Pricing Model (“CAPM”)
The Capital Asset Pricing Model ( CAPM) is one method of determining the appropriate discount rate in business valuations. The CAPM method originated from the Nobel Prize winning studies of Harry Markowitz, James Tobin and William Sharpe. The CAPM method derives the discount rate by adding a risk premium to the risk-free rate. In this instance, however, the risk premium is derived by multiplying the equity risk premium times “beta,” which is a measure of stock price volatility. Beta is published by various sources for particular industries and companies. Beta is associated with the systematic risks of an investment.

One of the criticisms of the CAPM method is that beta is derived from the volatility of prices of publicly-traded companies, which are likely to differ from private companies in their capital structures, diversification of products and markets, access to credit markets, size, management depth, and many other respects. Where private companies can be shown to be sufficiently similar to public companies, however, the CAPM method may be appropriate.

[edit] Weighted Average Cost of Capital (“WACC”)
The weighted average cost of capital is an approach to determining a discount rate. The WACC method determines the subject company’s actual cost of capital by calculating the weighted average of the company’s cost of debt and cost of equity. The WACC must be applied to the subject company’s net cash flow to total invested capital.

One of the problems with this method is that the valuator may elect to calculate WACC according to the subject company’s existing capital structure, the average industry capital structure, or the optimal capital structure. Such discretion detracts from the objectivity of this approach, in the minds of some critics.

Indeed, since the WACC captures the risk of the subject business itself, the existing or contemplated capital structures, rather than industry averages, are the appropriate choices for business valuation.

Once the capitalization rate or discount rate is determined, it must be applied to an appropriate economic income stream: pretax cash flow, aftertax cash flow, pretax net income, after tax net income, excess earnings, projected cash flow, etc. The result of this formula is the indicated value before discounts. Before moving on to calculate discounts, however, the valuation professional must consider the indicated value under the asset and market approaches.

Careful matching of the discount rate to the appropriate measure of economic income is critical to the accuracy of the business valuation results. Net cash flow is a frequent choice in professionally conducted business appraisals. The rationale behind this choice is that this earnings basis corresponds to the equity discount rate derived from the Build-Up or CAPM models: the returns obtained from investments in publicly traded companies can easily be represented in terms of net cash flows. At the same time, the discount rates are generally also derived from the public capital markets data.

[edit] Build-Up Method
The Build-Up Method is a widely-recognized method of determining the after-tax net cash flow discount rate, which in turn yields the capitalization rate. The figures used in the Build-Up Method are derived from various sources. This method is called a “build-up” method because it is the sum of risks associated with various classes of assets. It is based on the principle that investors would require a greater return on classes of assets that are more risky. The first element of a Build-Up capitalization rate is the risk-free rate, which is the rate of return for long-term government bonds. Investors who buy large-cap equity stocks, which are inherently more risky than long-term government bonds, require a greater return, so the next element of the Build-Up method is the equity risk premium. In determining a company’s value, the long-horizon equity risk premium is used because the Company’s life is assumed to be infinite. The sum of the risk-free rate and the equity risk premium yields the long-term average market rate of return on large public company stocks.

Similarly, investors who invest in small cap stocks, which are riskier than blue-chip stocks, require a greater return, called the “size premium.” Size premium data is generally available from two sources: Morningstar's (formerly Ibbotson & Associates') Stocks, Bonds, Bills & Inflation and Duff & Phelps' Risk Premium Report.

By adding the first three elements of a Build-Up discount rate, we can determine the rate of return that investors would require on their investments in small public company stocks. These three elements of the Build-Up discount rate are known collectively as the “systematic risks.”

In addition to systematic risks, the discount rate must include “unsystematic risks,” which fall into two categories. One of those categories is the “industry risk premium.” Morningstar’s yearbooks contain empirical data to quantify the risks associated with various industries, grouped by SIC industry code.

The other category of unsystematic risk is referred to as “specific company risk.” Historically, no published data has been available to quantify specific company risks. However as of late 2006, new ground-breaking research has been able to quantify, or isolate, this risk for publicly-traded stocks through the use of Total Beta calculations. P. Butler and K. Pinkerton have outlined a procedure, known as the Butler Pinkerton Model (BPM), using a modified Capital Asset Pricing Model ( CAPM) to calculate the company specific risk premium. The model uses an equality between the standard CAPM which relies on the total beta on one side of the equation; and the firm's beta, size premium and company specific risk premium on the other. The equality is then solved for the company specific risk premium as the only unknown. The BPM is a relatively new concept and is gaining acceptance in the business valuation community.

It is important to understand why this capitalization rate for small, privately-held companies is significantly higher than the return that an investor might expect to receive from other common types of investments, such as money market accounts, mutual funds, or even real estate. Those investments involve substantially lower levels of risk than an investment in a closely-held company. Depository accounts are insured by the federal government (up to certain limits); mutual funds are composed of publicly-traded stocks, for which risk can be substantially minimized through portfolio diversification.

Closely-held companies, on the other hand, frequently fail for a variety of reasons too numerous to name. Examples of the risk can be witnessed in the storefronts on every Main Street in America. There are no federal guarantees. The risk of investing in a private company cannot be reduced through diversification, and most businesses do not own the type of hard assets that can ensure capital appreciation over time. This is why investors demand a much higher return on their investment in closely-held businesses; such investments are inherently much more risky.

[edit] Asset-based approaches
The value of asset-based analysis of a business is equal to the sum of its parts. That is the theory underlying the asset-based approaches to business valuation. The asset approach to business valuation is based on the principle of substitution: no rational investor will pay more for the business assets than the cost of procuring assets of similar economic utility. In contrast to the income-based approaches, which require the valuation professional to make subjective judgments about capitalization or discount rates, the adjusted net book value method is relatively objective. Pursuant to accounting convention, most assets are reported on the books of the subject company at their acquisition value, net of depreciation where applicable. These values must be adjusted to fair market value wherever possible. The value of a company’s intangible assets, such as goodwill, is generally impossible to determine apart from the company’s overall enterprise value. For this reason, the asset-based approach is not the most probative method of determining the value of going business concerns. In these cases, the asset-based approach yields a result that is probably lesser than the fair market value of the business. In considering an asset-based approach, the valuation professional must consider whether the shareholder whose interest is being valued would have any authority to access the value of the assets directly. Shareholders own shares in a corporation, but not its assets, which are owned by the corporation. A controlling shareholder may have the authority to direct the corporation to sell all or part of the assets it owns and to distribute the proceeds to the shareholder(s). The non-controlling shareholder, however, lacks this authority and cannot access the value of the assets. As a result, the value of a corporation's assets is rarely the most relevant indicator of value to a shareholder who cannot avail himself of that value. Adjusted net book value may be the most relevant standard of value where liquidation is imminent or ongoing; where a company earnings or cash flow are nominal, negative or worth less than its assets; or where net book value is standard in the industry in which the company operates. None of these situations applies to the Company which is the subject of this valuation report. However, the adjusted net book value may be used as a “sanity check” when compared to other methods of valuation, such as the income and market approaches.

[edit] Market approaches
The market approach to business valuation is rooted in the economic principle of competition: that in a free market the supply and demand forces will drive the price of business assets to a certain equilibrium. Buyers would not pay more for the business, and the sellers will not accept less, than the price of a comparable business enterprise. It is similar in many respects to the “comparable sales” method that is commonly used in real estate appraisal. The market price of the stocks of publicly traded companies engaged in the same or a similar line of business, whose shares are actively traded in a free and open market, can be a valid indicator of value when the transactions in which stocks are traded are sufficiently similar to permit meaningful comparison.

The difficulty lies in identifying public companies that are sufficiently comparable to the subject company for this purpose. Also, as for a private company, the equity is less liquid (in other words its stocks are less easy to buy or sell) than for a public company, its value is considered to be slightly lower than such a market-based valuation would give.

[edit] Guideline Public Company method
The Guideline Public Company method entails a comparison of the subject company to publicly traded companies. The comparison is generally based on published data regarding the public companies’ stock price and earnings, sales, or revenues, which is expressed as a fraction known as a “multiple.” If the guideline public companies are sufficiently similar to each other and the subject company to permit a meaningful comparison, then their multiples should be similar. The public companies identified for comparison purposes should be similar to the subject company in terms of industry, product lines, market, growth, margins and risk.

[edit] Guideline Transaction Method or Direct Market Data Method
Using this method, the valuation analyst may determine market multiples by reviewing published data regarding actual transactions involving either minority or controlling interests in either publicly traded or closely held companies. In judging whether a reasonable basis for comparison exists, the valuation analysis must consider: (1) the similarity of qualitative and quantitative investment and investor characteristics; (2) the extent to which reliable data is known about the transactions in which interests in the guideline companies were bought and sold; and (3) whether or not the price paid for the guideline companies was in an arms-length transaction, or a forced or distressed sale.

[edit] Discounts and premiums
The valuation approaches yield the fair market value of the Company as a whole. In valuing a minority, non-controlling interest in a business, however, the valuation professional must consider the applicability of discounts that affect such interests. Discussions of discounts and premiums frequently begin with a review of the “levels of value.” There are three common levels of value: controlling interest, marketable minority, and non-marketable minority. The intermediate level, marketable minority interest, is lesser than the controlling interest level and higher than the non-marketable minority interest level. The marketable minority interest level represents the perceived value of equity interests that are freely traded without any restrictions. These interests are generally traded on the New York Stock Exchange, AMEX, NASDAQ, and other exchanges where there is a ready market for equity securities. These values represent a minority interest in the subject companies – small blocks of stock that represent less than 50% of the company’s equity, and usually much less than 50%. Controlling interest level is the value that an investor would be willing to pay to acquire more than 50% of a company’s stock, thereby gaining the attendant prerogatives of control. Some of the prerogatives of control include: electing directors, hiring and firing the company’s management and determining their compensation; declaring dividends and distributions, determining the company’s strategy and line of business, and acquiring, selling or liquidating the business. This level of value generally contains a control premium over the intermediate level of value, which typically ranges from 25% to 50%. An additional premium may be paid by strategic investors who are motivated by synergistic motives. Non-marketable, minority level is the lowest level on the chart, representing the level at which non-controlling equity interests in private companies are generally valued or traded. This level of value is discounted because no ready market exists in which to purchase or sell interests. Private companies are less “liquid” than publicly-traded companies, and transactions in private companies take longer and are more uncertain. Between the intermediate and lowest levels of the chart, there are restricted shares of publicly-traded companies. Despite a growing inclination of the IRS and Tax Courts to challenge valuation discounts , Shannon Pratt suggested in a scholarly presentation recently that valuation discounts are actually increasing as the differences between public and private companies is widening . Publicly-traded stocks have grown more liquid in the past decade due to rapid electronic trading, reduced commissions, and governmental deregulation. These developments have not improved the liquidity of interests in private companies, however. Valuation discounts are multiplicative, so they must be considered in order. Control premiums and their inverse, minority interest discounts, are considered before marketability discounts are applied.

[edit] Discount for lack of control
The first discount that must be considered is the discount for lack of control, which in this instance is also a minority interest discount. Minority interest discounts are the inverse of control premiums, to which the following mathematical relationship exists: MID = 1 – [1 / (1 + CP)] The most common source of data regarding control premiums is the Control Premium Study, published annually by Mergerstat since 1972. Mergerstat compiles data regarding publicly announced mergers, acquisitions and divestitures involving 10% or more of the equity interests in public companies, where the purchase price is $1 million or more and at least one of the parties to the transaction is a U.S. entity. Mergerstat defines the “control premium” as the percentage difference between the acquisition price and the share price of the freely-traded public shares five days prior to the announcement of the M&A transaction. While it is not without valid criticism, Mergerstat control premium data (and the minority interest discount derived therefrom) is widely accepted within the valuation profession.

[edit] Discount for lack of marketability
Another factor to be considered in valuing closely held companies is the marketability of an interest in such businesses. Marketability is defined as the ability to convert the business interest into cash quickly, with minimum transaction and administrative costs, and with a high degree of certainty as to the amount of net proceeds. There is usually a cost and a time lag associated with locating interested and capable buyers of interests in privately-held companies, because there is no established market of readily-available buyers and sellers. All other factors being equal, an interest in a publicly traded company is worth more because it is readily marketable. Conversely, an interest in a private-held company is worth less because no established market exists. The IRS Valuation Guide for Income, Estate and Gift Taxes, Valuation Training for Appeals Officers acknowledges the relationship between value and marketability, stating: “Investors prefer an asset which is easy to sell, that is, liquid.” The discount for lack of control is separate and distinguishable from the discount for lack of marketability. It is the valuation professional’s task to quantify the lack of marketability of an interest in a privately-held company. Because, in this case, the subject interest is not a controlling interest in the Company, and the owner of that interest cannot compel liquidation to convert the subject interest to cash quickly, and no established market exists on which that interest could be sold, the discount for lack of marketability is appropriate. Several empirical studies have been published that attempt to quantify the discount for lack of marketability. These studies include the restricted stock studies and the pre-IPO studies. The aggregate of these studies indicate average discounts of 35% and 50%, respectively. Some experts believe the Lack of Control and Marketability discounts can aggregate discounts for as much as ninety percent of a Company's fair market value, specifically with family owned companies.

[edit] Restricted stock studies
Restricted stocks are equity securities of public companies that are similar in all respects to the freely traded stocks of those companies except that they carry a restriction that prevents them from being traded on the open market for a certain period of time, which is usually one year (two years prior to 1990). This restriction from active trading, which amounts to a lack of marketability, is the only distinction between the restricted stock and its freely-traded counterpart. Restricted stock can be traded in private transactions and usually do so at a discount. The restricted stock studies attempt to verify the difference in price at which the restricted shares trade versus the price at which the same unrestricted securities trade in the open market as of the same date. The underlying data by which these studies arrived at their conclusions has not been made public. Consequently, it is not possible when valuing a particular company to compare the characteristics of that company to the study data. Still, the existence of a marketability discount has been recognized by valuation professionals and the Courts, and the restricted stock studies are frequently cited as empirical evidence. Notably, the lowest average discount reported by these studies was 26% and the highest average discount was 45%.

[edit] Option pricing
In addition to the restricted stock studies, U.S. publicly traded companies are able to sell stock to offshore investors (SEC Regulation S, enacted in 1990) without registering the shares with the Securities and Exchange Commission. The offshore buyers may resell these shares in the United States, still without having to register the shares, after holding them for just 40 days. Typically, these shares are sold for 20% to 30% below the publicly traded share price. Some of these transactions have been reported with discounts of more than 30%, resulting from the lack of marketability. These discounts are similar to the marketability discounts inferred from the restricted and pre-IPO studies, despite the holding period being just 40 days. Studies based on the prices paid for options have also confirmed similar discounts. If one holds restricted stock and purchases an option to sell that stock at the market price (a put), the holder has, in effect, purchased marketability for the shares. The price of the put is equal to the marketability discount. The range of marketability discounts derived by this study was 32% to 49%.

[edit] Pre-IPO studies
Another approach to measure the marketability discount is to compare the prices of stock offered in initial public offerings (IPOs) to transactions in the same company’s stocks prior to the IPO. Companies that are going public are required to disclose all transactions in their stocks for a period of three years prior to the IPO. The pre-IPO studies are the leading alternative to the restricted stock stocks in quantifying the marketability discount. The pre-IPO studies are sometimes criticized because the sample size is relatively small, the pre-IPO transactions may not be arm’s length, and the financial structure and product lines of the studied companies may have changed during the three year pre-IPO window.

[edit] Applying the studies
The studies confirm what the marketplace knows intuitively: Investors covet liquidity and loathe obstacles that impair liquidity. Prudent investors buy illiquid investments only when there is a sufficient discount in the price to increase the rate of return to a level which brings risk-reward back into balance. The referenced studies establish a reasonable range of valuation discounts from the mid-30%s to the low 50%s. The more recent studies appeared to yield a more conservative range of discounts than older studies, which may have suffered from smaller sample sizes. Another method of quantifying the lack of marketability discount is the Quantifying Marketability Discounts Model (QMDM).

[edit] Estimates of Business Value
The evidence on the market value of specific businesses varies widely, largely depending on reported market transactions in the equity of the firm. A fraction of businesses are "publicly traded," meaning that their equity can be purchased and sold by investors in stock markets available to the general public. Publicly-traded companies on major stock markets have an easily-calculated "market capitalization" that is a direct estimate of the market value of the firm's equity. Some publicly-traded firms have relatively few recorded trades (including many firms traded "over the counter" or in "pink sheets"). A far larger number of firms are privately held. Normally, equity interests in these firms (which include corporations, partnerships, limited-liability companies, and some other organizational forms) are traded privately, and often irregularly.

A number of stock market indicators in the United States and other countries provide an indication of the market value of publicly-traded firms. The Survey of Consumer Finance in the US also includes an estimate of household ownership of stocks, including indirect ownership through mutual funds.[3] The 2004 and 2007 SCF indicate a growing trend in stock ownership, with 51% of households indicating a direct or indirect ownership of stocks, with the majority of those respondents indicating indirect ownership through mutual funds. Few indications are available on the value of privately-held firms. Anderson (2009) recently estimated the market value of U.S. privately-held and publicly-traded firms, using Internal Revenue Service and SCF data.[4] He estimates that privately-held firms produced more income for investors, and had more value than publicly-held firms, in 2004.

[edit] References
^ Pratt, Shannon; Robert F. Reilly, Robert P. Schweihs (2000). Valuing a Business. McGraw-Hill Professional. McGraw Hill. ISBN 0071356150. http://books.google.com/books?id=WO6wd8O8dsUC&printsec=frontcover&dq=shannon+pratt&ei=fcfUR6q-F4TCyQSrxfWABA&sig=Fpqt8pGRjbLPZJ9e_QEQGFzQ7y0#PPA913,M1.  hmegrii
^ Economic Principles behind the Market, Asset and Income Approaches
^ Bucks, Kennickell, Mach, & Moore, "Changes in US Family Finances from 2004 to 2007: Evidence from the Survey of Consumer Finances," Federal Reserve Bulletin, February 2009
^ Anderson, Patrick L., "Value of Private Businesses in the United States," Business Economics (2009) 44, 87–108. doi:10.1057/be.2009.4
[edit] Further reading
Anderson, Patrick L., Business Economics and Finance, Chapman & Hall/CRC, 2005. ISBN 1584883480.
Anderson, Patrick L., “New Developments in Business Valuation.” Developments in Litigation Economics. Eds P.A. Gaughan and R.J. Thornton, Burlington: Elsevier, 2005. ISBN 076231270X.
Damodaran, Avanish. Investment Valuation, New York, Wiley, 1996.ISBN 0471112135.
Fishman, Pratt, Morrison, Standards of Value: Theory and Applications, John Wiley & Sons, Inc., NJ, 2007.
Gaughan, Patrick A., Measuring Business Interruption Losses, John Wiley & Sons, Inc., NJ, 2004.
Hitchner, James R., ed., Financial Valuation, McGraw-Hill, 2003.
Mercer, Christopher, “Fair Market Value vs. The Real World,” Valuation Strategies, March 1999; reprint
Pratt, Shannon H. Valuing Small Businesses and Professional Practices. 3rd ed., New York, McGraw-Hill, 1998.
Pratt, Reilly, and Schweihs, Valuing A Business, The Analysis and Appraisal of Closely Held Companies, 3rd ed., New York, McGraw-Hill, 1996, [4th ed., 2002] [5th ed., 2007]
Pratt, Reilly, Cost of Capital, McGraw-Hill, 2002.
Trout, Robert, “Business Valuations,” chapter 8 in Patrick Gaughan, ed., Measuring Commercial Damages, Wiley, 2000.



[edit] Organizations
Financial Accounting Standards Board (FASB) (publishes financial accounting and reporting guidelines which are relevant to business valuation)
AICPA's Statement on Standards for Valuation Services (SSVS)
American Society of Appraisers (both CPA and non-CPA business appraisers)
The Canadian Institute of Chartered Business Valuators (CICBV) (The largest professional valuation organization in Canada and sole administrators of the Chartered Business Valuator (CBV) designation training program and accreditation testing)
National Association of Certified Valuation Analysts (NACVA)
Institute of Business Appraisers (IBA)
International Association of CPAs, Attorneys, and Management (IACAM) (Free Business Valuation E-Book Guidebook)
8#
发表于 2010-6-1 02:41:58 | 只看该作者
没有金融背景的话CFA是个不错的start。
9#
发表于 2010-6-3 15:20:41 | 只看该作者
well.. I have a bachelor degree of Applied Finance but it still took me hundreds of hours to pass level one..

It will be very time consuming to study if you don't have the background
10#
发表于 2010-6-4 02:31:06 | 只看该作者
不要把lz吓坏了,CFA挺简单的,就是花时间而已。
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