Benefits
FCF is widely used valuation to estimate enterprise value. It measures the value of free cash flow which organisations generate from daily operating activities. DFCF method has a great advantage when valuing enterprise value, by taking time value of money into account as well as the economy environment makes the approach more realistic. In addition, this type of valuation allows synergy to incorporate in the valuation.
Scenarios and Assumptions:
All figures are extracted from London stock exchange website and Sainsbury annual report.
Credit rating


AAA

YTM (Bonds)  KD


5.20%

Tax Rate



32.10%

Beta



72.00%

Debt as % of Capital  WD

27.55%

10Yr Treasury Bond Yield

3.47%

Market Risk Premium

3.33%

Cost of Equity  KE


5.87%

Equity as % of Capital  WE

72.45%

WACC



5.22%

The revenue growth rate is 5.59% which is calculated from geometric average revenue growth from 20062010, due to the overheating market in 2007, and financial crisis in 2008, the figure is turn out to be extreme volatile, but after 2009 the market is showing a good sign of recovery, therefore for the assumption, we believe that Sainsbury might grow faster than our predicted rate.
COGS, administrative expenses and other income are all depend upon the sales figure; therefore we are taking the average percentage those figures dividend by sales.
CAPEX (Capital Expenditure) and depreciation are calculated from average percentage of depreciation and CAPEX divided by NPPE. In this case, NPPE is Net Property, Plant, and Equipment.
NWC (Net Working Capital) is calculated from current asset less current liability, those are simply the ration taken from the financial statement.
Steadystate (SS) growth is 3.47%, which is 10year UK gilt rate.
There is one thing need to be mentioned in this particular case, there are three columns in the excel sheet which are stated as: Finance income, Finance cost, and Share of posttax profit/ (loss) from joint ventures. These three figures are both nonoperating profit, there are only 3 year tractable data indicated in income statement, this is because Sainsbury started their subsidiary ventures few years ago, therefore these figures are extremely volatile, it is very difficult for us to predict a reliable rate. So average is in used of estimating the rate, we assuming that these figures will grow with constant numbers, which are 52 million, 138 million, and 100 million respectively. In reality, nonoperating profit might be increasing over the year; therefore those figures might lead to underestimation.
WACC, Kd and Ke
Credit rating


AAA

YTM (Bonds)  KD


5.20%

Tax Rate



32.10%

Beta



0.72

Debt as % of Capital  WD

27.55%

10Yr Treasury Bond Yield

3.47%

Market Risk Premium

3.33%

Cost of Equity  KE


5.87%

Equity as % of Capital  WE

72.45%

WACC



5.22%

Credit Rating is mentioned in the Sainsbury annual report, which classified as Aaa by both Moody's, and Standard Poor rating agency.
Kd (cost of debt) is 5.2%, Sainsbury doesn't have longterm bond issued, therefore we using same credit rating firms with in the same industry, to estimate the YTM, in this case Tesco 10year bond rate is in used.
Tax rate is the same as the previous table.
Beta is 0.72, which is extracted from Reuters.
Debt ratio is extracted from group balance sheet, which is 27.55% of total asset.
Ke (5.87%) which calculated by using the formula below
k_{E} = R_{f} +β_{f} +β_{t} x(R_{m}  R_{f})
The market risk premium (2.33%) this is calculated, by using Rm less Rf. Rm is the average Return on Equities (FTSE 100 index average return) from 19852010, Rf is the risk free rate (10year UK gilt).
WACC is calculated by using the formula below:
WACC = E/D+E xk_{E} +(1T_{C})x D/D+E ×k_{D}
Hence, EBIT and FCF can be calculated by the formula below:
FCF = EBIT(1Tc) + Depreciation & Amortization  CAPEX  Increase in NWC

EBIT = Revenue  COGS  SA&G + Other Operating Income

The value of Sainsbury can be calculated by using the following equations:
Terminal Value


7044.204

PV Terminal Value


5598.253

PV FCF (Yr1 to Yr5)


620.1174

Enterprise Value


6218.37

Number of share outstanding

1,871.08

Share price


£ 3.32

Sainsbury standalone value is worth £ 6218.37 million which equal to £6.21bn, base upon currently share price of Sainsbury £3.48, the valuation shows Sainsbury maybe overvalued by the market. So the price is dropping.
Sainsbury's value with synergy
Because of the synergy effect, Sainsbury' revenue growth will increase to 8.59% for 2012, and next 3 years will increase to 6.59. It predicted COGS/Sales and Administrative/Sales decreases to 93.06% and 2.58% respectively.



2012

20122015

growth rate


5.59%

8.59%

6.59%

COGS/sales


94.00%

93.06%


Growth profit/sales


6.00%



Admin expenses/sales


3.22%

2.58%


other income/sales


0.14%



EBIT


2.91%



Taxes/EBIT


32.10%



Depreciation/sales


6.06%



CAPEX/sales


10.69%



NWC/sales


5.69%



Terminal Value


37625.17

PV Terminal Value


29901.92

PV FCF (Yr1 to Yr5)


1688.598

Enterprise Value


31590.52

Number of shares outstanding

1,871.08

Share price


£ 16.88

The value of Sainsbury after being acquired will increase to £31590.52 (m), which is £31.5bn, new share price of Sainsbury will be £16.88. From the two valuations we have calculated, it shows that acquiring Sainsbury at this stage is not right timing. Waiting for the market adjust the price, then take it from there, would be rational. However, base upon recent bids for Sainsbury, Qatari Investment Group offered £10.6bn, and private equity groups (CVC, Blackstone and KKR) offered £7.5bn, but both cases had failed due to various reasons, but it showed the value of Sainsbury was quite high, and this is matched to our synergy valuation.
Shortcomings of DFCF
All the calculations are based on our assumptions; the actual scenario can be deviated from assumptions, therefore choosing the right assumption is crucial. Valuation can be over/under valued, also macroeconomics and microeconomics uncertainties, sudden economic events could lead to the failure of valuation.
2. Market multiples valuation
The great advantage of multiples valuation is that very straight forward, very easy to access, don't need compute organisation's intrinsic value, and no need of making assumptions. This action will reduce the uncertainty of future cash flow.
Assumptions and scenarios
Tesco, Morrison, Marks & Spencer , Asda are four main competitors for Sainsbury in the UK retail market, the nature of these firms are similar, but everyone has their own unique selling point in order to enhance their market share.
Equity value multiples valuation

Tesco

Morrison

Marks & Spencer

industry

Implied Sainsbury Value(m)

Price/Earnings

12.26

12.58

10.95

11.84

8678.72

Price/Sales

0.53

0.47

0.63

0.21

4192.44

Price/Book

1.96

1.45

2.79

0.65

7055.75

Its implied value is calculated from multiplying the average ratio of the three competitors by Sainsbury 2010 sales, earning, and asset. This implied value of Sainsbury is calculated as £6642.30million (£6.64bn)
Enterprise multiples valuation

Tesco

Morrison

Marks & Spencer

Average

Implied Sainsbury Value(m)

EV/EBIT

12.80

10.76

38.33

20.63

15123.20

EV/Sales

0.74

0.57

2.97

1.43

28521.06

EV/Asset

0.96

1.03

3.77

1.92

20814.08

For enterprise multiples valuation the implied Sainsbury value is £21486.11m (£21.49bn)
However, even though this type of valuation is fairly straight forward, but compared with other method, it is too simple. The market data of competitors can be unreliable (in this case we all assume that they are correct, Also, picking appropriate comparables are difficult. Different time intervals used will result in different value. When earning or CF figure is negative, the obtained ratio is not valid. In addition, EV multiples are better than equity multiples. All the problems suggest market multiples valuation is preferable to be used as a reference with other valuation method.
By looking at results of two types of valuation, the figures are very similar, £6.21bn is reasonable value for Sainsbury, although it is slightly under the market value, but compared with other competitors, Tesco is too big to acquire, Morrison has relatively small market share, lack of potential of growth. Sainsbury is a rational target. However, the offer for this acquisition should be higher than £6.21bn, from past experience the failed bids were around £7bn£10bn, therefore our bid can be higher than that to be able to secure the deal, but lower than £15bn to prevent overpaying premium.