Vidcast of April 2023 // Tiffany & LVMH three years after the acquisition
A look back at an acquisition in the world of luxury
Three years after the LVMH group acquired the prestigious Tiffany brand to integrate it into its houses, we look at the financial results that followed.
We realize that valuations are often misleading and that the acquisition changed the polarity of revenue sources and redefined the market.
In the world of luxury, financial transactions are as unpredictable as anywhere else.
WEBVTT
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you
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hello and welcome to this fitcast, which three
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years after the operation is devoted
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to the acquisition of Tiffany by lvmh.
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We are going to get through the financial characteristics of the
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acquisition and often funny today Within lvmh.
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Quick wrap-up about the history. We are in 2020
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and lvmh acquires Tiffany
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for 16.2 billion dollars. You remember
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that in 2020. We are in the middle of the pandemic
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covid-19. And so there
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will be some rumors According to which lvmh might
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mobilize the
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material adverse change process in
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order to withdraw or negotiate the
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price. In fact, they are going to negotiate a little bit the price the
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first price which was offered by LV image was 120.
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It's going to go up to 135 dollars.
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It's great to slightly go down
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to 100 and 31.5 dollars per
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share. It's about 16 billion dollars
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cash out. Now the very famous
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Tiffany cross is joining the Maison
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of lvmh including
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Bulgari and Fred in a
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division watches and jury.
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Miss or is a broader concept that
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the brand it's a history. Of course.
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Tiffany is a historic brand which is adding
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4.4 billion dollars of sales to the
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4.4 billion euros of sales of the
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Watchers and jurors division of lvmh almost
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doubling.
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There are also 326 points of sales, but
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stagnant sales at Tiffany
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Tiffany is a Sleeping Beauty and
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not very active in terms of sales grows.
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Now getting into the Pyramid of consolidation of
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lvmh will add to
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Goodwill and Brands a contribution of
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14.5 billion euros.
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This year the company made plenty of Acquisitions, but
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the total contribution of these Acquisitions to Goodwill and
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Brands walls 17 billion 14.5 come
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from Tiffany acquisition.
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Of course, one of the key questions of
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the film, which I produce three years ago was what about
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the value of Tiffany? What about the fundamental value of
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the company?
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When you want to evaluate a company you need parameters Financial parameters
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to calculate the weighted average cost of
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capital. You need a gearing a financial structure.
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There was no debt in the balance eight
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of Tiffany. But in order to make the acquisition I
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anticipated that there would be some debt in the
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financial structure maybe a gearing dead over Equity of
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0.3. You need a risk-free rate
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and a debt interest rate treasury bonds at
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that time 2.2% risk premium for that 0.8% to
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the interest rate is going to be the sum of this two figures
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three percent.
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The better of Tiffany was 1.5 plus
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and I will show you the graph a little bit later on
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this as a consequence that drives the beta
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of the asset without leverage down to 1.2.
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And then you get to a walk which might be
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something like 9% with some leverage the
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last calculated walk with no
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debt was 11% and a little bit more then forget
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about the technical calculation the fundamental
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value with the worst assumptions walls about
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70 dollars per share, which was quite
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far from the average stock price, which we can
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observe in 2019 of 1009 and
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it's very far from the
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offer made by lvmh of 100 35 years
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ago. The author went down to 131.5.
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Now if you look at the evolution of
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the better of Tiffany, what was very interesting to observe
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is a huge volatility the better
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of the company the last years where about 1.5
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to 2, but it had been
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up to 2.5 at the beginning of the 2000s. It
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had been down to zero in the middle of the
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90s. So an extremely volatile beta
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as far as lvmh is concerned the
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beta is much more predictable and stable
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from 0.8 to 1.2
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is a kind of average of one in the
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long term. It's normal that the beta Alpha
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image is lower than the beta of Tiffany because of the
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image is much bigger. And you remember there is a
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size effect in the calculation of the beta.
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Now interestingly in general report of lvmh you
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can read the parameters which are used by
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the company to make its impairment tests. When
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you discount cash flows to try to observe the fundamental
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value of your brands of your Goodwill the
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work which is disclosed by the company is
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for watches and jewelry about
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7.5 to 8.9% Why
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because they are different brands and
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they are different levels of risk. The plan duration
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is within a range of five to
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ten years plan duration as the number
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of years up to the moment you get to kind of maturity. Thanks
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to which you can calculate the
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terminal value. What is the average growth rate during this period
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about 9.2% long term growth
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rate again to calculate the terminal value
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about 2% if I use these parameters and
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apply that to Tiffany when the company is
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acquired. Where's the impairment test param?
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Of lvmh at that time you get with the work
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of nine percent ninety dollars
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per share and with the work of 7.5% It
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goes up to 120, but we
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are still quite far from
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Now what happened Tiffany was integrated in
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lvmh operations and we can observe that
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the division watches and jewelry grew
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the revenue figure was multiplied by
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2. And now what is interesting to observe is
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watches injury does not represent a
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very small percentage of lvmh now. It's
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about 13 to 14% of the revenues
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of the group, which is now quite significant. It
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was probably one of the objectives of the
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acquisition. What about the commercial profitability when
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you calculate ebga or a bit as
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a percentage to revenues you get something which
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is quite interesting to observe immediate is gradually
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going up starting 10 15
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years ago before the
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acquisition is about 22 23% in
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2020 and able
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to sales ratio is very much down as
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a natural consequence of the pandemic and then
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goes back to the initial situation and
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a little bit better 24 to 23%
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If you remember that 23% is
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the ebda to sales figure
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of Tiffany before the acquisition. So there
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is no major change in this figure.
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Keep that in mind.
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Now in 2022 annual report,
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the company of the image is providing
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again. The impairment experimeter is
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not only in 2022. But comparing also is 2021 and
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2020. What do we observe we
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observe that the work from 2021 to 2022
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is a little bit higher. It was
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8.2% for watches on jury in
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2021. And now it's 8.8 to
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9% Why because there's a tension
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in the interest rates when inflation is up
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and interest rates are up what
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happens the walkies up that's a natural consequence for
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the companies interestingly. Also the
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animal growth rate for the revenues during
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the plan period is a little
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bit down. It was supposedly a bit more than 10% in
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2021 impairment as parameters.
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It's now eight point eight percent. So as
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a conclusion
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slight increase in the work interest rate and a
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little bit reduced growth in a calculation.
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But very interesting the Indiana report of lvmh
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we have the parameters 40 Fanny
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not only for the division and all
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the divisions, but as Tiffany is a very
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very big figure in the balance it they provide
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not only the total Goodwill and
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brand which is again 14.5 billion euros,
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but the post tax discount rate the
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walking the growth rate for the period after
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the plan for the calculation of the terminal value and the
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period which is covered by the forecast cash flow
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duration of the plan 10 years. Now, we have the
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exact figures which are used inside. Lvmh for
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the impairment test.
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Now when you make an acquisition you anticipate some
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synergies generated by the acquisition. So
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an improvement in the financial performance of
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the company and you introduce that in the
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calculations the price you are ready to pay for the acquisition.
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Very interestingly 40 Fanny the
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inventory level is absolutely huge. It
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represents more than 50% to
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sales and more than 140% of
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cost of sales before the acquisition
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of Tiffany by lvmh as
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far as the Watchers and juries division of
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lvmh is concern. It is a
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little bit more productive because about 10
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years ago inventories were representing 20% Less
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in terms of percentage to revenues and
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just before the acquisition is about 10% but you
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want to dissipate that there might be a reduction in inventory, which
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is very good news. Because if you anticipate
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that the company is going to grow the inventory level
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is going to grow and in the calculation, which I made at
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that time the growth in
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the working capital requirement was consuming as much
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cash as a capital expenditures, which
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is quite huge. So you understand that.
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A reduction in the inventory level by
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set 10% is a very interesting synergies in
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terms of valuation. I also consider that
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we are going to save one percent in capital expenditures
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because there will be synergies purchasing prices
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bargaining power against suppliers and
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so on so forth. It's not very optimistic figure.
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Now the last figure which is quite important to calculate if
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we want to now evaluate Tiffany is
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the weighted average cost of capital you remember
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that Tiffany standing alone had a walk
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of 11% as a consequence of a beta
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greater than 1.5. Now what
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is supposed to be the way the average cost of capital of
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Tiffany inside within the watches injuries
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division of lvmh by
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the way, what is a contribution of lvmh to
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the reduction in a walk?
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We have to answers theory and practice and
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Theory says there is no impact. Of course, there
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is an impact on the risk of the debt because as it
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is now part of a very big company is
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a that is less risky and you pay lower interest rate.
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No big deal, but the beta should be
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the same.
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In practice, what do companies do and
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what does lvmh do there is
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an individualized walk for the different
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divisions. This is exactly what is demonstrated when
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the company is communicating on a
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different walks deep ending on the different divisions and within the
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division. There is a walk which differs from
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one business to the other why because a systematic
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risk is different from one business from one brand
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to the other.
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So it's a beta of a company inside a portfolio
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of asset is the same at the beta of
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the company standing alone. There's no reason
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it should be changed. Now. Let's go back to our vmh
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parameters now focusing on Tiffany and
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let's make the calculation of the value of Tiffany.
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We put inventories of 40% to sales instead of 15% will
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reduce the capex by one percent. This is
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a bit marginal and we take the walk which is 8.8 which
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is the wax suggested by lvmh plan
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duration 10 years. This is what they are saying during the
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splend duration. We need to estimate the
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growth rate, which is not provided by the company. I decided
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to take 10% which is twice as much as
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the last growth rate before the acquisition. So
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I am boosting sales and more
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than what you suggested for the division as a whole.
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Of course, I take the long term growth rate of 2.5% which
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is suggested and communicated by lvmh
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that is very important ratio, which
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is a return on sales. We need to figure out the ebda
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as a percentage to revenues you remember
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it was 23 before the acquisition and today.
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It's about 23 to 24 for the
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division. So I take 23 the fundamental value
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of Tiffany using discounted cash
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flow method is 97 dollars.
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Nights far from 131.5 now
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the question is how do you justify 131.5
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dollars per share as
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an acquisition price and the associated Goodwill and
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brand figure in the balance sheet of lvmh.
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If we keep the same figures as before and
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we just change one which is ebitda to
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sales. It has to go up to 27.5% compared
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with 23. It shows
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an increase of about 4% which
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is I would say realistic but
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you remember that yes assumption
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is a significantly lower weighted
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average cost of capital. Basically. It
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means roughly the same beta as a Watchers
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and jurors division at lvmh
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Now if we keep the same beta
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and the same work of Tiffany within lvmh
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as when it was standing alone, which
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is 11% as a whack
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as a consequence of a beta of more than 1.5 then to
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justify the 131.5 dollars.
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We have to increase a bit from
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where it was 23 to when it
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should be 34% It's an increase
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by 11 percent and when you consider that
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the EBT to sales ratio for lvmh as
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a group is 29% you understand
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that this assumption is much less realistic.
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So at the end of the day as
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a company is eventually saved by the
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beta of Tiffany within
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lvmh as opposed to
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this is what in order to be good in business
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and accounting and financial accounting. You
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have to really understand the beta.
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and the financial Theory
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Thank you very much.
you hello and welcome to this fitcast, which three years after the operation is devoted to the acquisition of Tiffany by lvmh.
We are going to get through the financial characteristics of the acquisition and often funny today Within lvmh.
Quick wrap-up about the history.
We are in 2020 and lvmh acquires Tiffany for 16.2 billion dollars.
You remember that in 2020.
We are in the middle of the pandemic covid-19.
And so there will be some rumors According to which lvmh might mobilize the material adverse change process in order to withdraw or negotiate the price.
In fact, they are going to negotiate a little bit the price the first price which was offered by LV image was 120.
It's going to go up to 135 dollars.
It's great to slightly go down to 100 and 31.5 dollars per share.
It's about 16 billion dollars cash out.
Now the very famous Tiffany cross is joining the Maison of lvmh including Bulgari and Fred in a division watches and jury.
Miss or is a broader concept that the brand it's a history.
Of course.
Tiffany is a historic brand which is adding 4.4 billion dollars of sales to the 4.4 billion euros of sales of the Watchers and jurors division of lvmh almost doubling.
There are also 326 points of sales, but stagnant sales at Tiffany Tiffany is a Sleeping Beauty and not very active in terms of sales grows.
Now getting into the Pyramid of consolidation of lvmh will add to Goodwill and Brands a contribution of 14.5 billion euros.
This year the company made plenty of Acquisitions, but the total contribution of these Acquisitions to Goodwill and Brands walls 17 billion 14.5 come from Tiffany acquisition.
Of course, one of the key questions of the film, which I produce three years ago was what about the value of Tiffany? What about the fundamental value of the company? When you want to evaluate a company you need parameters Financial parameters to calculate the weighted average cost of capital.
You need a gearing a financial structure.
There was no debt in the balance eight of Tiffany.
But in order to make the acquisition I anticipated that there would be some debt in the financial structure maybe a gearing dead over Equity of 0.3.
You need a risk-free rate and a debt interest rate treasury bonds at that time 2.2% risk premium for that 0.8% to the interest rate is going to be the sum of this two figures three percent.
The better of Tiffany was 1.5 plus and I will show you the graph a little bit later on this as a consequence that drives the beta of the asset without leverage down to 1.2.
And then you get to a walk which might be something like 9% with some leverage the last calculated walk with no debt was 11% and a little bit more then forget about the technical calculation the fundamental value with the worst assumptions walls about 70 dollars per share, which was quite far from the average stock price, which we can observe in 2019 of 1009 and it's very far from the offer made by lvmh of 100 35 years ago.
The author went down to 131.5.
Now if you look at the evolution of the better of Tiffany, what was very interesting to observe is a huge volatility the better of the company the last years where about 1.5 to 2, but it had been up to 2.5 at the beginning of the 2000s.
It had been down to zero in the middle of the 90s.
So an extremely volatile beta as far as lvmh is concerned the beta is much more predictable and stable from 0.8 to 1.2 is a kind of average of one in the long term.
It's normal that the beta Alpha image is lower than the beta of Tiffany because of the image is much bigger.
And you remember there is a size effect in the calculation of the beta.
Now interestingly in general report of lvmh you can read the parameters which are used by the company to make its impairment tests.
When you discount cash flows to try to observe the fundamental value of your brands of your Goodwill the work which is disclosed by the company is for watches and jewelry about 7.5 to 8.9% Why because they are different brands and they are different levels of risk.
The plan duration is within a range of five to ten years plan duration as the number of years up to the moment you get to kind of maturity.
Thanks to which you can calculate the terminal value.
What is the average growth rate during this period about 9.2% long term growth rate again to calculate the terminal value about 2% if I use these parameters and apply that to Tiffany when the company is acquired.
Where's the impairment test param? Of lvmh at that time you get with the work of nine percent ninety dollars per share and with the work of 7.5% It goes up to 120, but we are still quite far from Now what happened Tiffany was integrated in lvmh operations and we can observe that the division watches and jewelry grew the revenue figure was multiplied by 2.
And now what is interesting to observe is watches injury does not represent a very small percentage of lvmh now.
It's about 13 to 14% of the revenues of the group, which is now quite significant.
It was probably one of the objectives of the acquisition.
What about the commercial profitability when you calculate ebga or a bit as a percentage to revenues you get something which is quite interesting to observe immediate is gradually going up starting 10 15 years ago before the acquisition is about 22 23% in 2020 and able to sales ratio is very much down as a natural consequence of the pandemic and then goes back to the initial situation and a little bit better 24 to 23% If you remember that 23% is the ebda to sales figure of Tiffany before the acquisition.
So there is no major change in this figure.
Keep that in mind.
Now in 2022 annual report, the company of the image is providing again.
The impairment experimeter is not only in 2022.
But comparing also is 2021 and 2020.
What do we observe we observe that the work from 2021 to 2022 is a little bit higher.
It was 8.2% for watches on jury in 2021.
And now it's 8.8 to 9% Why because there's a tension in the interest rates when inflation is up and interest rates are up what happens the walkies up that's a natural consequence for the companies interestingly.
Also the animal growth rate for the revenues during the plan period is a little bit down.
It was supposedly a bit more than 10% in 2021 impairment as parameters.
It's now eight point eight percent.
So as a conclusion slight increase in the work interest rate and a little bit reduced growth in a calculation.
But very interesting the Indiana report of lvmh we have the parameters 40 Fanny not only for the division and all the divisions, but as Tiffany is a very very big figure in the balance it they provide not only the total Goodwill and brand which is again 14.5 billion euros, but the post tax discount rate the walking the growth rate for the period after the plan for the calculation of the terminal value and the period which is covered by the forecast cash flow duration of the plan 10 years.
Now, we have the exact figures which are used inside.
Lvmh for the impairment test.
Now when you make an acquisition you anticipate some synergies generated by the acquisition.
So an improvement in the financial performance of the company and you introduce that in the calculations the price you are ready to pay for the acquisition.
Very interestingly 40 Fanny the inventory level is absolutely huge.
It represents more than 50% to sales and more than 140% of cost of sales before the acquisition of Tiffany by lvmh as far as the Watchers and juries division of lvmh is concern.
It is a little bit more productive because about 10 years ago inventories were representing 20% Less in terms of percentage to revenues and just before the acquisition is about 10% but you want to dissipate that there might be a reduction in inventory, which is very good news.
Because if you anticipate that the company is going to grow the inventory level is going to grow and in the calculation, which I made at that time the growth in the working capital requirement was consuming as much cash as a capital expenditures, which is quite huge.
So you understand that.
A reduction in the inventory level by set 10% is a very interesting synergies in terms of valuation.
I also consider that we are going to save one percent in capital expenditures because there will be synergies purchasing prices bargaining power against suppliers and so on so forth.
It's not very optimistic figure.
Now the last figure which is quite important to calculate if we want to now evaluate Tiffany is the weighted average cost of capital you remember that Tiffany standing alone had a walk of 11% as a consequence of a beta greater than 1.5.
Now what is supposed to be the way the average cost of capital of Tiffany inside within the watches injuries division of lvmh by the way, what is a contribution of lvmh to the reduction in a walk? We have to answers theory and practice and Theory says there is no impact.
Of course, there is an impact on the risk of the debt because as it is now part of a very big company is a that is less risky and you pay lower interest rate.
No big deal, but the beta should be the same.
In practice, what do companies do and what does lvmh do there is an individualized walk for the different divisions.
This is exactly what is demonstrated when the company is communicating on a different walks deep ending on the different divisions and within the division.
There is a walk which differs from one business to the other why because a systematic risk is different from one business from one brand to the other.
So it's a beta of a company inside a portfolio of asset is the same at the beta of the company standing alone.
There's no reason it should be changed.
Now.
Let's go back to our vmh parameters now focusing on Tiffany and let's make the calculation of the value of Tiffany.
We put inventories of 40% to sales instead of 15% will reduce the capex by one percent.
This is a bit marginal and we take the walk which is 8.8 which is the wax suggested by lvmh plan duration 10 years.
This is what they are saying during the splend duration.
We need to estimate the growth rate, which is not provided by the company.
I decided to take 10% which is twice as much as the last growth rate before the acquisition.
So I am boosting sales and more than what you suggested for the division as a whole.
Of course, I take the long term growth rate of 2.5% which is suggested and communicated by lvmh that is very important ratio, which is a return on sales.
We need to figure out the ebda as a percentage to revenues you remember it was 23 before the acquisition and today.
It's about 23 to 24 for the division.
So I take 23 the fundamental value of Tiffany using discounted cash flow method is 97 dollars.
Nights far from 131.5 now the question is how do you justify 131.5 dollars per share as an acquisition price and the associated Goodwill and brand figure in the balance sheet of lvmh.
If we keep the same figures as before and we just change one which is ebitda to sales.
It has to go up to 27.5% compared with 23.
It shows an increase of about 4% which is I would say realistic but you remember that yes assumption is a significantly lower weighted average cost of capital.
Basically.
It means roughly the same beta as a Watchers and jurors division at lvmh Now if we keep the same beta and the same work of Tiffany within lvmh as when it was standing alone, which is 11% as a whack as a consequence of a beta of more than 1.5 then to justify the 131.5 dollars.
We have to increase a bit from where it was 23 to when it should be 34% It's an increase by 11 percent and when you consider that the EBT to sales ratio for lvmh as a group is 29% you understand that this assumption is much less realistic.
So at the end of the day as a company is eventually saved by the beta of Tiffany within lvmh as opposed to this is what in order to be good in business and accounting and financial accounting.
You have to really understand the beta.
and the financial Theory Thank you very much.