Stock valuation in Vietnam theory, practice and recommendation the case SACOM

Applied Advantageous valuation method to value SAM quarterly stock prices in 2006 .... Applied Discounted Cash Flow Model – DCF group C to value SAM quarterly stock prices in 2006 .... A

vietnam national university, HANOI

hanoi school of business

Ngo Viet Duc

STOCK VALUATION IN VIETNAM

THEORY, PRACTICE AND RECOMMENDATION

THE CASE SACOM

master of business administration thesis

vietnam national university, HANOI

hanoi school of business

Ngo Viet Duc

Stock valuation in Vietnam

THEORY, PRACTICE AND RECOMMENDATION

the case sacom

Major: Business Administration

TABLE OF CONTENTS

ABSTRACT i

TÓM TẮT ii

ACKNOWLEDGMENTS iii

LIST OF TABLES v

LIST OF FIGURES vi

INTRODUCTION 3

CHAPTER 1: LITERATURE REVIEWS: STOCK AND STOCK VALUATION 5

1.1 STOCK – DEFINITION, TYPES AND FEATURES 5

1.2 VALUATION 8

1.2.1 Valuation 8

1.2.2 Value 8

1.2.3 Price 10

1.2.4 Time value of money 10

1.2.5 Present value 11

1.3 VALUATION MODELS 13

1.3.1 Internal Rate of Return (IRR) 15

1.3.2 CAPM 16

1.3.3 Book Value (BV) 18

1.3.4 P/E ratio (P/E) 18

1.3.5 Dividend Discount Model (DDM), Discounted Cash Flow (DCF) 19

CHAPTER 2: APPLIED VALUATION METHODS IN EVALUATING CABLES AND TELECOMMUNICATION MATERIALS JOINT-STOCK COMPANY (SAM) 22

2.1 OVERVIEW OF VALUATION METHODS IN VIETNAM 22

New requirements for enterprise valuation 23

2.1.1 Valuation before 1996 23

2.1.2 Valuation 1996 – 1998 24

2.1.3 Valuation 1998 – present 25

2.1.4 Pros and cons of valuation methods in Vietnam 27

2.2 CABLES AND TELECOMMUNICATION MATERIALS JSC – SACOM OVERVIEW 30

2.3.1 Stock market and SAM at early stage 31

2.3.2 Price adjustment and decrease period 32

2.3.3 SAM Internal Value 33

2.4 VALUATION OF SAM AT PRESENT 35

2.4.1 Applied Advantageous valuation method to value SAM quarterly stock prices in 2006 35

2.4.2 Applied P/E (Group D) to value SAM quarterly stock prices in 2006 36

2.4.3 Applied Dividend discount model – DDM (group C) to value SAM quarterly stock prices in 2006 37

2.4.4 Applied Discounted Cash Flow Model – DCF (group C) to value SAM quarterly stock prices in 2006 40

CHAPTER 3: COMMENTS AND RECOMMENDATION OF THE VALUATION METHODS IN VIETNAM 44

3.1 COMMENTS 44

3.1.1 Advantegeous value 44

3.1.2 P/E multiple 45

3.1.3 DDM, DCF 45

3.2 RECOMMENDATION TO APPLY VALUATION MODELS IN VIETNAM 47

3.2.1 Internal adjusting factors 49

3.2.2 External adjusting factors 50

CONCLUSION 52

REFERENCES 53

APPENDIX 54

APPENDIX 1 Beta of SAM over 280 weeks (2000-2006) 54

APPENDIX 2 SAM’s historical Balance Sheets 60

APPENDIX 3 SAM’s historical Income Statements 62

LIST OF FIGURES

LIST OF TABLES

Table 2.2 SAM Fundamental Financial Indicies 2000-2005 28 Table 2.3.1 Comparison between market price and listed price as expected by

Table 2.3.3 Value of five listed securities according to accounting figures 31 Table 2.4.1 SAM 3 years Fundamental Financial Indicies 35

Table 2.4.4 (a) Historical FCFE for 05 years (2002-2006) 37 Table 2.4.4(b) Cashflow projection until the end of high growth period (2008) Table 2.4.4(c) Cashflow projection until the end of high growth period (2008)

INTRODUCTION

1 Necessity of the thesis

The activity in stock market exchanges has increased much in Vietnam nowadays Consequently, the stock market is playing a growing important role to the society Many institutions as well as individuals are heavily invested in the stock market In order for the stock market to develop normally and stably, understanding valuation techniques of firms is very important Without some sorts of model to estimate value, investors would not be able to arrive at conclusions on what price to buy or sell an asset

When researching different valuation results of a specific firm, the value often differs – we can see the sample in SAM case discuss in next chapter Different in valuation may come from different views of the future or assumption or technique and, hence, different recommended values We can’t know which of these values is the most accurate and this is only one of the many difficulties involved in valuation

In Vietnam stock market, the situation is much more difficult since it’s an emerging market and to some aspect, there’s no rule for market like this in its early stage

This study will focus on several valuation models that mostly use in firm valuation

in Vietnam: Multiples (P/E), ABV, DDM and DCF in order to show the different of each method and their results, through understanding of those model and try to find the possible adjustment to make it accuracy

2 Purpose

The overall purpose of this study is to establish some improvements of the available valuation method currently applied in Vietnam stock market The aim is to expose some weaknesses of the method and the reasons behind Further, the study will be

conducted to find solutions of these problems This will be accomplished by a literature study and a subsequent case study

3 Methodology

The Thesis uses quantitative and qualitative approach and includes statements that will give the reader an insight in, how the research area was approached, why it was conducted in this way, how the work progressed, and, finally, the authors own critical opinions of the study

The intention is to introduce the reader to how the study was conducted as well as a give the opportunity to develop a personal perception concerning the trustworthiness of the study

4 Outline of the Study

In the second part of this thesis the literature study will be conducted The study helps to understand the core concepts and the basic theories of valuation as well as the basic understanding of stock market and value of a thing It also contains a brief introduction of the development of Vietnam stock market and valuation history in Vietnam That information is necessary for the discussion to valuation in practice

The third part of the thesis is the case study of SAM company In this we try to use different approach of valuation to find solutions for value of SAM By understanding different methods, we can understand difficulties with each valuation

we applied and can work out to find ways to increase the accuracy of valuation

The final part of the thesis is concerned with recommendations and conclusions of how the valuation process can be improved and what should be adjusted to increase the usefulness and accuracy of the valuation process involved in Vietnam stock

CHAPTER 1:

LITERATURE REVIEWS: STOCK AND STOCK VALUATION

“Valuation: the determination, through prior analysis, of a price for a

business that might be paid by an investor “ (Hervé, 1993:95)

In this chapter relevant theories connected to our problem discussion will be discussed

The chapter begins with definitions and some possible discussions about some concepts that will be important when the analysis is conducted Thereafter, basic theories of models are introduced This is to give the reader insight how valuation models work Lately, history of Vietnam stock market is presented for setting up a scenario for valuation in early stage

1.1 STOCK – DEFINITION, TYPES AND FEATURES

Stock, also referred to as a share, is commonly a share of ownership in a joint stock company (Copeland et al, 2000) The owners and financial backers of a company may desire additional capital to invest in new projects within the company If they were to sell the company it would represent a loss of control over the company It may be represented by a certificate and can be common or preferred, voting or non-voting, redeemable, convertible, etc…

There are kinds of stocks:

1.1.1 Common stock

Common stock, also referred to as common shares, is the most usual and commonly held form of stock in a corporation (DeAngelo, 1990) The other type of shares that

the public can hold in a corporation is known as preferred stock Common stock that has been re-purchased by the corporation is known as treasury stock and is available for a variety of corporate uses

Common Stockholders are not guaranteed dividends, buy they expect to receive higher dividends during the company’s prosperous periods If a company fails or liquidates, common stockholders are paid, after bondholders and preferred stockholders

Common stockholders assume the greater risk, but generally exercise the greater control and may gain the greater award in the form of dividends and capital appreciation The terms common stock and capital stock are often used interchangeably when the company has no preferred stock

Holders of common stock have voting powers in the corporation and participate in the profits of the corporation by way of dividends, but only after preferred stockholders have been paid their dividends (DeAngelo, 1990)

1.1.2 Preferred stock

Preferred stock is a security that shows ownership in a corporation and gives the holder a claim, prior to the claim of common stockholders, on earnings and also generally on assets in the event of liquidation (Copeland et al, 2000) Most preferred stock pays a fixed dividend that is paid prior to the common stock dividend This stock does not usually carry voting rights Preferred stock has characteristics of both common stock and debt

A preferred stock shareholder forfeits his voting rights, but receives dividends (which are set at a specified rate) before the common stock shareholder In the event

of liquidation, bankruptcy preferred stock shareholders are paid before common stock shareholders

It can be considered that a preferred stock is a hybrid between a share and a bond which, as opposed to ordinary shares, has a fixed yield, providing the issuer achieves a minimum profit (DeAngelo, 1990) The fixed income stream of preferred stock makes it similar in many ways to bonds

1.1.3 Rights

Options granted to shareholders to purchase additional shares directly from the company concerned Rights are issued to shareholders in proportion to the securities they may hold in a company (Fama and French, 1992)

Rights allow existing shareholders of a corporation to subscribe to shares of a new issue of common stock before that stock is offered to the public on the stock market

A right usually has a life of 2 to 4 weeks, is transferable, and entitles the holder to buy the new common stock below the Public Offering Price Rights are often granted to protect existing shareholders from the effects of dilution

1.1.4 Warrants

A warrant gives investors the right, but not the obligation, to buy a share at a certain price (the exercise price) by a certain date in the future (Fama and French, 1992) Warrants often accompany a share issue and they can be traded in the stock market

in their own right The value of warrants is likely to be more volatile than the underlying shares, and this can be a high-risk area of investment Because of this it

is a regulatory requirement to sign a warrants risk warning prior to trading

1.2 VALUATION

1.2.1 Valuation

Much of the literature has been written on corporate stock valuation approaches Damodaran (2002) provides extensive description of different stock valuation models He reviews the four models: Capital Asset Pricing Model (CAPM), Arbitrage Pricing Model (APM), Multi-Factor Model (MFM), and Regression Model (RM) It is mentioned that all models have two common assumptions: they define risk in terms of variance of returns and argue that investment should be viewed from the standpoint of the marginal investor

Valuation is the process of "estimating" the value of an asset or liability The value

is the price of the asset or liability times the quantity held Valuation puts a value on

a security in relation to other securities It is used to estimate the value of a piece of property usually by considering its replacement cost or its actual cash value Factored into the estimate is any depreciation or wear and tear

Valuation is the estimated or determined market value of a stock

1.2.2 Value

Valuation of firms can be done for many reasons, such as to find a fair price to offer

an acquisition target, appraise an acquisition offer, or to find out the value of owning a firm There are several different ways to look at value and, furthermore, there are several opinions on what creates value in a firm

Book Value - The book value of a firm is obtained from the balances sheet by

taking the adjusted historical cost of the firm’s assets and subtracting the

liabilities (Copeland et al, 2000)

As an accounting term, book value of a stock is determined from a company's records, by adding all assets then deducting all debts and other liabilities, plus the liquidation price of any preferred issues The sum arrived at is divided by the number of common shares outstanding and the result is book value per common share Book value of the assets of a company or a security may have little relationship to market value Book value often differs substantially from market price It is also used to determine the ultimate value of securities in liquidation Book value is calculated by the following:

Total assets minus (-) intangible assets (goodwill, patents etc) minus (-) any term liabilities EQUALS (=) total net assets This figure, divided by the number of shares of preferred and/or common stock , gives the Net Asset Value - or Book Value - per share of preferred or common stock Book Value is often used as an indicator for selecting undervalued stocks

long-Market value - This is the price at which the property would change hands between

a willing seller and a willing buyer (Copeland et al, 2000)

The market value of a security is the amount one would reasonably expect to pay for it on the open market The market value of a portfolio is the sum of the market values of the individual securities comprising the portfolio In particular, the market value of a debt instrument is the present value of its future cash flows The market value of debt is negative because the cash flows are negative (interest and maturity payments made by the province to the investor) Market value may be different from the price a property could actually be sold for at a given time

Economic value - The economic value is the value of the expected earnings from

using the item discounted at an appropriate discount rate to give the present–day value (Copeland, 2000)

Economic and intrinsic value is the amount by which the option is in the money or the amount by which the price of a warrant or call option exceeds the price at which the warrant or option may be exercised For a call, this is the current underlying price minus the exercise price For a put, this is the exercise price minus the current underlying price An out of the money has no intrinsic value An in the money option, has some intrinsic value It can be known as the portion of an options premium that is attributed to the value that could currently be realized by exercising and simultaneously closing out the position in the open market

1.2.3 Price

Price is the amount of money needed to purchase something or the amount of money, or other goods, that you have to give up to buy a good or service In economics and business, the price is the assigned numerical monetary value of a good, service or asset The concept of price is central to microeconomics where it is one of the most important variables in resource allocation theory (also called price theory) Price is also central to marketing where it is one of the four variables in the marketing mix that business people use to develop a marketing plan

The lowest price a security or commodity has reached in a certain period of time such as a daily low or annual low This can be expressed daily, weekly, monthly, or for a 52 week period The price of a market-based security is stated as a percentage

of face value

1.2.4 Time value of money

The time value of money or the present discounted value is one of the basic concepts of finance Time value of money is the value derived from the use of money over time as a result of investment and reinvestment (Fama and French, 1992) This term may refer to either present value or future value calculations The

stated investment rate called the discount rate For example, with a 10% annual discount rate, the present value today of $110 one year from now is $100

The principle that money received in the present is worth more than the same amount received in the future The concept, used as the basis for discounted cash flow calculations that cash received earlier is worth more than a similar sum received later, because the sum received earlier can be invested to earn interest in the intervening period For the same reasons, cash paid out later is worth less than a similar sum paid at an earlier date

1.2.5 Present value

Cash flow

Cash flow is the amount of cash earned after paying all expenses and taxes Cash flow is calculated by adding: net after-tax income plus any bookkeeping expenses that result in items being deducted but not paid out in cash Such bookkeeping entries include amounts charged off for depreciation, depletion, amortization, and charges to reserves Cash flow is a measure of a company's worth and its ability to pay dividends on its stock (DeAngelo, 1990)

It is also an analysis over a period of time revealing the availability, or lack, of cash More simply put the difference between cash in (income) vs cash out (expenses) Since money does not flow in and out at an equal rate, in most businesses, an analysis of cash flow is important, especially of businesses that are cyclical in nature, or subject to external forces The statement of cash flows included in annual reports analyzes all changes affecting cash in the categories of operations, investments, and financing

Cash flow forecast

Cash flow forecast is an estimate of when and how much money will be received and paid out of a business It usually records cash flow on a month-by-month basis,

for a period of two years It is an estimate of the timing and amount of a company's inflows and outflows of money measured over a specific period of time typically monthly for one to two years then annually for an additional one to three years

Cash flow per share

Cash flow per share is Earnings after taxes and depreciation, divided by the number

of a firm's shares Cash flow from operations divided by average common shares outstanding (DeAngelo, 1990) Cash flow from operations is the income for the year before extraordinary items plus non-cash expenses (such as asset write-downs)

It shows how much money from operations is available for such things as new equipment, debt repayment and dividends

Free cash flow

This shows the cash generation, including the change in working capital and investments in tangible/intangible assets and shareholdings

Cash earnings + Change in working capital = Cash flow from operating activities + Cash flow from investing activities = Free cash flow

Free cash flow measures a firm's cash flow remaining after all expenditures required

to maintain or expand the business have been paid off for example, interest payments and investments in "property, plant and equipment" (PP&E)

This is an accounting presentation showing how much of the cash generated by the business remains after both expenses (including interest) and principal repayment

on financing are paid A projected cash flow statement indicates whether the business will have cash to pay its expenses, loans, and make a profit Cash flows can be calculated for any given period of time, normally done on a monthly basis

In finance, cash flow refers to the amounts of cash being received and spent by a business during a defined period of time, usually tied to a specific project In accounting, a cash flow projection sets out all the expected payments and receipts in

a given period Managers use cash-flow projections to arrange for employees and creditors to be paid at appropriate times

1.3 VALUATION MODELS

When deciding which model to use, the demands of the forecasting situation has to

be matched with the forecasting methods characteristics in the best way Before deciding which model to use one should ask the following questions (Copeland et

al, 2000):

 What is the purpose of the model – how are the results supposed to be used?

 Which variables and connections are in the system for which the forecast is conducted?

 How important is the historical development in order to predict the future development?

Some of the most important factors to consider in the choice of forecast model are according to Copeland et al (2000):

 The time horizon of the forecast

 The pattern of the data

The selection of appropriate valuation methods has been the subject of extended debate over the last few years and will probably continue to be for many years to come

In almost all cases, a balance sheet will be prepared utilizing a variety of valuation methods—the selection is normally based on the nature of the item and the relevance and reliability of the method of accounting for that item The different methods give the same value at initial recognition The most common valuation models are:

Model group A: group of Net Asset Value: For an asset: the amount of cash, or its

equivalent, paid to acquire the item, commonly adjusted for depreciation or other allocation For a liability: the amount of cash, or its equivalent, received when the obligation was incurred—sometimes adjusted for amortization or other allocations

Model group B: group of Intrinsic Value: The amount of cash, or its equivalent,

that could be obtained by selling an asset in an orderly liquidation

Model group C: group of Discounted Cash Flow: For an asset: the present value of

future cash inflows into which an asset is expected to be converted in the due course

of business, less present values of cash outflows necessary to obtain those inflows For a liability: the present value of future cash outflows expected to be required to satisfy the liability in the due course of business (Kaplan & Ruback, 1995)

Model group D: group of Multiple Devices: The amount of cash, or its equivalent,

into which an asset is expected to be converted in the due course of business, less any direct costs necessary to make that conversion

Rather than force the selection of a single method for all valuations, it is more important to acknowledge that utilization of different methods will continue in practice, and the purpose of this thesis is developing recommendations on how to select the appropriate method The key issues in determining the appropriate

method are 1 Relevance and 2.Reliability

Relevance: To be relevant, information about an item must have feedback value

and/or predictive value for users and must be timely Information is relevant if it has the capacity to make a difference in the decisions of owners, investors, creditors, or other interested parties

Reliability: To be reliable, information about an item must be representation ally

faithful, verifiable, and neutral Information is reliable if it is sufficiently consistent

in its representation of the underlying resource, obligation, or effect of events; and sufficiently free of error and bias to be useful to owners, investors, creditors, and others in making decisions

If two methods are equally relevant and reliable, then the method with the lowest cost to the preparer would probably be chosen

1.3.1 Internal Rate of Return (IRR)

Internal Rate of Return (IRR) is the discount rate at which the present value of the future cash flows of an investment equals the cost of the investment (Copeland et al, 2000) It is found by a process of trial and error; when the net present values of cash outflows (the cost of the investment) and cash inflows (returns on the investment) equal zero, the rate of discount being used is the IRR IRR indicates the business return according to alternative return that may be gained on the same investment The internal rate of return is the discount rate that will create a zero net present value In other words, the discount rate that we should enter in the Net Present Value (NPV) formula in order to get a result of NPV = 0

1.3.2 CAPM

Different from the existing cost of capital models (Arbitrage Pricing Model-APM, RiskMetrics Model- RM…), CAPM uses variable of market premium and beta to calculate cost of capital

The Capital Asset Pricing Model (CAPM) is a model describing the relationship between expected risk and expected return for financial assets (Ross Stephen, 1977) At its simplest, it takes the form of a linear relationship:

Rj = rf + ßj (Rm – rf)

Rj is the expected return of a security

ßj is the beta of the security

Rm is the expected return of "the market", e.g the stock market

rf is the return on risk free assets

The rate of return on any asset consists of two components - the pure time value of money and the risk premium reflecting the sensitivity of the asset to changes in market returns The beta value of an asset measures its sensitivity to general market movements A model in which the cost of capital for any security or portfolio of securities equals the risk free rate plus a risk premium that is proportionate to the amount of systematic risk of the security or portfolio

A model that promotes a basis for pricing risk associated with holding securities Its essence is that rates of return are directly related to a single common factor: namely, the return on the market portfolio adjusted for non-diversifiable risk

Figure 1.1 Securities Market Line

The Security Market Line (Figure 1.1) describes a relation between the beta and the

asset's expected rate of return

Assumptions of CAPM (Ross Stephen, 1977)

- All investors have rational expectations

- There are no arbitrage opportunities

- Returns are distributed normally

- Fixed quantity of assets

- Perfect capital markets

- Separation of financial and production sectors

- Thus, production plans are fixed

- Risk-free rates exist with limitless borrowing capacity and universal access

The capital asset pricing model is by no means a perfect theory But the spirit of CAPM is correct It provides a usable measure of risk that helps investors determine what return they deserve for putting their money at risk

1.3.3 Book Value (BV)

Book value as generally calculate as a company's common stock equity that appears

on a balance sheet (Copeland et al, 2000) Book value equals to total assets minus liabilities, preferred stock, and intangible assets such as goodwill

This is how much the company would have left over in assets if it went out of business immediately Since companies are usually expected to grow and generate more profits in the future, market capitalization is higher than book value for most companies

Since book value is a more accurate measure of valuation for companies which aren't growing quickly, book value is of more interest to value investors than growth investors (Markowitz and Harry, 1999)

1.3.4 P/E ratio (P/E)

The P/E multiple is one of the most popular multiples This multiple is calculated

by dividing the price paid for unit to earnings per share generated by the company

The price used to calculate a P/E ratio is usually the most recent price The earnings figure used is the most recently available, but this figure is often a year old and does not necessarily reflect the current position of the company Because of that, experts prefer to choose a trailing P/E, P/E that involves taking earnings from the last four quarters It is possible, however, to use the earnings estimate for the next four quarters When doing so, the ratio is referred to as a projected P/E, or forward P/E (French CW, 2003)

It is usually not enough to look at the P/E ratio of one company and determine its status Usually, an analyst will look at a company's P/E ratio compared to the industry the company is in as well as the overall market Only after a comparison with the industry, sector, and market can an analyst determine whether a P/E ratio is

high or low with the above mentioned distinctions (i.e., undervaluation, over valuation, fair valuation, etc)

Table 1.1 P/E facts

N/A A company with no earnings has an undefined P/E ratio

0-10 Either the stock is undervalued or the company's earnings are thought to be in decline

10-17 For many companies a P/E ratio in this range may be considered fair value 17-25 Either the stock is overvalued or the company's earnings have decreased since

the last earnings figure was published

25+

A company whose shares have a very high P/E either really does have an exceptionally rosy future or the stock may be the subject of a speculative bubble

(Source: Bloomberg, 2001)

This multiple can be used for IPO valuations, for assessment of the overall performance of the market, as well as for relative comparison between two firms’ profitability

1.3.5 Dividend Discount Model (DDM), Discounted Cash Flow (DCF)

Valuation models, where all the future profits of the firm are specified, are called fundamental valuation models In different fundamental valuations models, the common factor is that the value of the stock is determined by the present value of the future cash flows that the firm’s activities give rise to These valuation models are usually divided into two categories, Dividend Discount Models (DDM) and Discounted Cash Flow models (DCF) The difference is that the first discounts the dividends that the firm is expected to pay its stockholders, while the second discounts the free cash flow that the firm’s activities are expected to rise (Copeland

et al, 2000)

The DCF models calculate the value of a business using its future benefits which will generate by the owners Earnings are forecast from a historical performance base in some number of future years, usually five to ten years and then discounted

back to present using a discount factor specifically for that business (Damodaran, 2002)

Damodaran (2002) defines free cash flow (FCF) as a net income after reinvestments and net debt payments that is a net cash flow available to equity holders FCF importance arises from the fact that FCF potentially represents cash flows that should be paid to investors in terms of dividends Because net income is often manipulated by different accounting procedures, Damodaran discusses ways to adjust operating income, with emphasis given to adjusting for and amortization of operating leases, managed earnings, and long-term expenses

Damodaran also cited two approaches to calculate terminal value using in DCF models: liquidation value and stable growth value When the liquidation value approach is used, it is assumed that a company will cease its existence and its assets will be sold at market prices at a given point of time Under the stable growth approach it is assumed that a company will grow forever at a constant rate, and Gordon’s stock valuation formula is utilized to find a company’s worth

The mainly problem of using the DCF model has identified two areas that are important when conducting a valuation, (1) How to limit the subjectivity of the assumptions and estimations behind the valuation, and, (2) How to make an accurate forecast of the future sales revenue

Summary of Chapter 1

Based on generalization about concepts of value, price and assessment of stock as well as the role and significance of stock price assessment for individual participating in the stock market, this chapter presents basic principles that need to take into consideration about stock price assessment

That is the basis of common stock price assessment methods that widely use in the world presented in the following chapters These methods also have advantages and disadvantages and basically originated from enterprise assessment systems that have specific characteristic of stock In the next chapter, there will be a briefing about valuation practice in Vietnam, laws and regulation that closely related to valuation methods and a study case of SAM stock with different calculation models will be applied to find out the differences of each

CHAPTER 2:

APPLIED VALUATION METHODS IN EVALUATING

CABLES AND TELECOMMUNICATION MATERIALS

JOINT-STOCK COMPANY (SAM)

2.1 OVERVIEW OF VALUATION METHODS IN VIETNAM

Since 1986, the ―Renovation‖ period has created a momentum for the development

of State-Owned Enterprises (SOES) from district to central level, everywhere and in every field In early 1990s, there were more than 12.000 SOEs in operation, among which many made little profit due to small capital

In 1990, under the policy for multi-sector economy development of the State and Party, with the publication of Company Law, joint stock companies were established, creating the primary securities market in Vietnam for the first time In late 1990, there were nearly 300 joint stock companies in operation with a very small capital and issued mainly internal stocks

Enterprise Law promulgated in 1999 created a new development opportunity for all economic sectors Table 2.1 shows the growth rate of joint stock companies from

2000 – 2004 (before the promulgation of Enterprise Law 2005)

Table 2.1 Number of joint stock companies 2000-2004

(Source: Central Institute of Economic Management)

Simultaneously, to achieve a comprehensive renovation and efficiency

SOEs, among which equitization is of the most importance This aims at creating an enterprise model with many owners in order to make an effective use of capital, property of the State and mobilize further social capital for the development of production, business, creating a strong motivation and a dynamic, effective mechanism for enterprises

New requirements for enterprise valuation

The rapid growth of joint stock companies speeds up the demand for initial stock issuance and securities transaction However, due to poor knowledge of securities and a newly born securities market, enterprise value before equitization is usually assessed in a subjective way, depending much on relevant normative documents However, guiding documents themselves are not consistent and do not follow close behind the actual situation, market information is not transparent, therefore almost all securities issuance periods have been conducted under the method of internal issuance with par value Generally, staff and partners of enterprises can buy securities at a very preferential price (equal to 70% of par value) In that context, the unification of methods of enterprise valuation is necessary to be done in order to:

 Help stake-holders understand the real value of the enterprise to which they are contributing capital, avoiding investment into an unprofitable but over praised enterprise, or:

 Help the State sell its property at an exact value, avoiding under value settlement or valuation that does not deserve the enterprise’s potentials, causing State property loss

2.1.1 Valuation before 1996

Enterprise valuation was mentioned only after the presence of enterprise equitization policy Valuation in this period was not considered to be a valuation

method for financial assets, but only an enterprise valuation phase – part of enterprise equitization process

Before 1996, under the implementation of Decision No 202/CT, value of equitized enterprises is determined according to re-assessed assets value (tangible) method Following this method, value of equitized enterprises includes only assets value after inventory and re-valuation and initial cost of land use rights (if any)

Table 2.2 Equitized enterprises before 1996

value

Re-assessment ratio

1 Refrigeration electrical

(Source: Equitization Board – Ministry of Finance)

The principle for determining enterprise value after inventory is the State price system and the actual depreciation of assets However, this method often fails to bring about an actual enterprise value Some reasons to be named include: depreciation rate of assets is usually assessed to be higher than the actual one Moreover, profit-making advantages of enterprises are not taken into consideration; State price system is unstable and does not follow close behind the market value

2.1.2 Valuation 1996 – 1998

On May 7th 1996, Decree No 28/CP was issued by the Government, which stipulates that value of any equitized enterprise is determined by the actual value of tangible assets, simultaneously taking into consideration advantageous value of that enterprise regarding some aspects such as: patents, prestige, mark, geographical position…According to the regulation set forth in Circular No 50/TC-TCDN dated

30/08/1996 by Ministry of Finance guiding the implementation of Decree No 28/CP, the determination of equitized enterprise value is carried out in 3 steps:

Step 1: Determine the actual assets value (the assets value after inventory

re-assessment)

Step 2: Determine advantageous value of enterprise

Step 3: Calculate equitization cost and enterprise value according to the formula:

After determining successfully the enterprise value, stock value is converted into par value (10.000 VND) then the stock quantity to be issued is determined by dividing enterprise value by stipulated par value

To concretize, Minister, Head of Equitization central steering committee issued Decision No 01/CPH dated 04/09/1996 providing procedure for converting SOEs into joint stock companies The real situation of many enterprises shows that: this procedure results in the three-time valuation: first time by the equitized enterprise itself, second time by independent audit agency and last time by Government agency with its assessment and certification Valuation procedure has some repeated steps with a project approved by many levels

In this period, advantageous value is introduced into enterprise value by comparing profit rate of an enterprise with other ones of the same industry

2.1.3 Valuation 1998 – present

- Decree 44/1998: Pursuant to Decree No 44/1998 on converting SOEs into joint stock companies, the determination of enterprise value is guided by Ministry of Finance in Circular No 104 TT/TCDN dated 18/07/1998 Basically, method and Enterprise value = Post-inventory enterprise value +/- Enterprise advantageous value + Equitization cost

content of enterprise value determination are the same as those set forth in Circular

No 50TC/TCDN dated 30/08/1996, which is mentioned above However, Circular

no 104TT/TCDN clarifies some contents in concrete treatment such as: external leased assets, materials and goods kept or processed by others; assets having no use demand, irrecoverable debt, on-progress construction projects… Due to pressure from enterprises, the actual enterprise value stipulated includes only no more than 30% of the advantageous value coming from geographical position and commodity prestige The participation of independent audit agencies in the determination of enterprise value, which is stipulated in Decree No 28/CP mentioned above, is a positive element, especially in the context that many enterprises consider it to be ―a complicated valuation method‖ However, due to the low valuation quality of audit and the lack of legal value in findings, the participation of independent audit agencies is required for only enterprises which do not comply with laws on accounting and statistics Following this decision, almost SOEs converting into joint stock companies pursuant to Decree no 44/1998 recently do not conduct any audits during the of enterprise value determination

Formula to calculate advantageous value according to Circular 104TT/TCDN:

Super threshold profit rate (SPR) is the difference between the average profit rate of the enterprise in three consecutive years before equitization and profit rate of its industry

The reality shows that under Circular 104, the valuation process of equitized enterprises, in general, is hastened thanks to no audits, but the valuation quality,

Decree No 64/2002: By 19/06/2002, Decree No 64/2002 was issued and brought open policy for valuation: different enterprise in different economic sector can choose different valuation process to best suit their situation but the process should keep track with Ministry of Finance guideline The Decree helped push up the equitization process speed and linked equitization process closely to the stock market

Decree No 187/2004: By 16/11/2004, Decree 64 was replaced by Decree 187 - after

2 years in effect The new Decree 187 was guided by Ministry of Finance in Circular No 126-TT/BTC dated 24/12/2004 2 years later, on 01/11/2006, Circular

No 95-TT/BTC was issued to replace Circular no 126 The importance change that Decree 187 and its guiding documents made to valuation process is the way to calculate enterprises’ advantageous value:

Of which:

Average of 3 years after-tax average of 3 consecutive years after-tax profit

Profit rate with state capital = - x 100% basing on account book average of 3 consecutive years state capital

2.1.4 Pros and cons of valuation methods in Vietnam

The fact of applying net book value method in combination with profits surplus issued by decree 28/CP/1998, 64/2002 and lately 187/2004 was an advanced juncture against previously pure property value method The method mentioned to two major components creating business value are visible asset value and invisible

X

Average of 3 years after-tax profit rate with state capital basing on account book

-

Interest rate of Government 10 years bond (or more) since equitization time

asset value and simultaneous concerned with a fixed extent profitable ability to correlate with industry in general Another advantage was this method is simple, easy to apply into practice in Vietnam, when almost privatized enterprises had not large actual value However, the simple method leads to different issues:

Valued assessment method is apart from factors creating enterprise values

Because of simple and executed depending on each enterprise, so the current enterprise assessment method often leads to evaluate low enterprise value, losing state capital On the other side, the method also did not count all risks of enterprise that cause the assessment to consider too high The reasons are:

The major basis to specified enterprise value according to this method is statement

of accounts (balance sheet) – document reflected on assets in general Scheduled figures in balance sheet were often reflected according to original price and put on subjective manners of each enterprise Even some largely valued fixed assets were land still not reflected on statement of assets of Vietnam enterprises yet because

of inconvenient facts in law on land For this reason, much financial information still did not reflected though balance sheet as invisible values, the current market price and particularly, prospective values of index in balance sheet Meanwhile, investor need evaluate how is this index in the future because invest in stock is invest in future

Advantageous values calculated according to the previous method are based on average return rate within 3 past years, then are compared to State bond interest rate It is not sure that the advantageous values will reflect enterprise’s profitability

in the future Thus, the advantageous values are valued under, sometimes as

―negative number‖ for fresh enterprises or temporarily lost enterprises but prospective in the future Moreover, government bond market has not developed in

bond’s interest is not considered as a standard figure for the economy, sometimes it

is much higher/lower than banking interest as well as average return rate of economy For example, 10 year-government bond on September 2006 that was tendered through Ho Chi Minh Stock market centre was 8.7%/year whereas banking deposit interest was about 9-9.2%/year

The method is not also mentioned to profitability in the future via business targets, quality of technology as well as other invisible values (or potential risks) that enterprises currently have They are really important factors for investors to decide

to buy stocks

Rating method is not suitable for all kinds of enterprise

Each sector, each field has typical technical economic features Enterprises running

in different sectors have different technical economic features, even complete different Newly regulation brings chances for enterprises to apply a suitable value process, but in fact, it’s difficult for them to prove its suitability

For example, in case, an insurance company or an advertisement company, we all know that their asset value is not large, most of them are hired assets In term of potential sales, profit in the future, if just applying rating method under the current regulation of State, the business value is very low in comparison with its real value

Valuation process is under administrative decision

Up to now, the process and results of valuation has been strongly affected by valuation committee including mostly state officials, but not everyone understand about financial market, business characteristics, technology….For example, the valuation board of SAM includes a vice chairman - representatives of Department

of Commerce, a deputy manager – representatives of Department of surveying