335 16 Moving from Enterprise Value to Value per Share When you have completed the valuation of core operations, as described in Chapter 10, you are ready to estimate enterprise value, equity value, and value per share. Enterprise value represents the value of the entire company, while equity value represents the portion owned by shareholders. To determine enterprise value, add nonoperating assets to the value of core operations. The most common nonoperating assets are excess cash, invest- ments in nonconsolidated companies, and tax loss carryforwards.1 To estimate equity value, subtract all nonequity claims from enterprise value. Nonequity claims include short-term and long-term debt, debt equivalents like unfunded pension liabilities, and hybrid securities like convertible securities and em- ployee stock options. Finally, to estimate the intrinsic value per share, divide the resulting equity value by the most recent number of shares outstanding. While nonoperating assets and nonequity claims may feel like an after- thought, this is not the case. Many sophisticated investors have discovered substantial value hidden in nonoperating assets, especially in privately held conglomerates. In contrast, other investors have been burned by not accu- rately identifying and valuing all nonequity claims against enterprise value, as happened in the well-publicized case of Enron. It is critical to know who has a claim on cash flow before equity holders do. This chapter lays out the process for converting core operating value into enterprise value and subsequently into equity value. The chapter goes 1 Throughout the book, we define enterprise value as the value of core operations plus nonoperating assets. Many bankers define enterprise value as debt plus equity minus cash. For a company whose only nonoperating asset is excess cash and owes only traditional debt, this definition is equivalent to our definition of the value of core operations. This simple definition of enterprise value, however, fails to account for other nonoperating assets and debt equivalents, which can lead to errors in valuation. 336  Moving from Enterprise Value to Value per Share step-by-step through the process of identifying and valuing the most com- mon nonoperating assets, debt and debt equivalents, hybrid securities, and noncontrolling interests, ending with the final step in valuation—estimating the intrinsic value per share.2 The Valuation Buildup Process The valuation buildup begins with a company’s core operating value, based on discounted cash flow (DCF)—the top line of the example shown in Exhibit 16.1. This amount plus nonoperating assets equals enterprise value. The equity value—the bottom line in the exhibit—is the value that remains after subtracting from the enterprise value all the nonequity claims, which include interest-bearing debt, debt equivalents, and hybrid claims. We use the term nonequity claim because there are many financial claims against a company’s cash flows other than traditional fixed-coupon debt and shareholders’ equity. EXHIBIT 16.1  Sample Comprehensive Valuation Buildup $ million DCF value of operations 5,000 Excess cash and marketable securities 50 Nonoperating assets Excess real estate 5 Investments in nonconsolidated companies 270 Financial subsidiary 300 Tax loss carryforwards 10 Discontinued operations 30 Enterprise value 5,665   Claims against enterprise value Bank loans (250) Interest-bearing debt Bonds (550) Long-term operating provisions (50) Debt equivalents Nonoperating provisions (75) Operating leases (250) Unfunded retirement obligations (200) Contingent liabilities (40) Convertible debt (200) Hybrid claims and noncontrolling interests Preferred stock (100) Employee stock options (50) Noncontrolling interests (150) Equity value 3,750 2 Estimating the value per share completes the technical aspect of the valuation, yet the job is not complete. It is then time to revisit the valuation with a comprehensive look at its implications. We examine this process in Chapter 17.