Professional Documents
Culture Documents
Republic of Kyrgyzstan
INDEX
S. No.
Particulars
Page No.
4
5-6
2.
Abbreviations
Introduction and Background
3.
6-10
4.
Financial Projections
Valuation Analysis
Caveats
10-11
12-15
16-17
1.
5.
6.
Abbreviations
KSE
CAPM
CAGR
COGS
DCF
EBITDA
EV
FCFF
FV
FY
Ke
Mn
NAV
NCWC
NSE
P&L
PAT
WACC
DEMR
SECTION 1
INTRODUCTION& BACKGROUND
1. Introduction
DIETER ENERGY MINERAL RESOURCES LLC deals in Gypsum Mining and Gypsum Plaster Manufacturing
Project in Republic of Kyrgyzstan.
Mining and metals continue to be among the best performing global equity sectors, but Conflicting
issues from pricing bubbles, imminent recessions, demand destruction to resource scarcity- are
confusing investors. Nevertheless, the importance of mining to the world has become very apparent in recent
years, as commodity and equity prices have exceeded most expectations. Therefore, investments in
commodities become more attractive as a long-term investment as they are a safe haven in times of
economic crisis and provide a protection against currency devaluation. Thus, it is useful to know how to value
metals and mining companies.
The prediction of the value of a mining company is a complex matter. Various methods are available
to estimate a companys value but many are not useful or applicable. The reason is the specific nature of
mining industry. Aside from the usual financing risk in the case of mining producers, and financing and
finding risk in the case of pure exploration companies, there are price cyclicality, ongoing changes in
operating and capital cost structures, stock market vagaries, and volatility in circumstances.
Consequently, even traditional methods such as Discounted Cash Flow, Relative Multiples or Real
Options cannot be applied without some adjustments and demarcations. For example, cash flow or earnings
based valuation methodologies may not be relevant for the valuation of a mining exploration company that
has no production assets or revenues, neither operating cash flow or earnings.
2. Definition of terms
Valuation approaches for metals and for mining companies are similar; therefore, for convenience the term
mining companies will be used for metals and mining companies. It is necessary to know what some
subject-specific terms mean. Thus, there are some important terms definitions:
Metallurgy is the study of metals: the study of the structure and properties of metals, their extraction
from the ground, and the procedures for refining, alloying, and making things from them. Mining is the
science, technique, and business of mineral discovery and exploitation. Mining includes all activities related to
extraction of metals, minerals and gemstones. Strictly, the word connotes underground work directed to
severance and treatment of ore or associated rock. Practically, it includes opencast work, open cut work,
quarrying, alluvial dredging, and combined operations, including surface and underground attack and ore
treatment..
Exploration is searching for natural resources: the testing of a number of places for natural resources,
e.g. drilling or boring for samples that will be examined for possible mineral deposits. Exploration aims at
locating the presence of economic deposits and establishing their nature, shape, and grade.
Desktop-study is an archaeological research to outline the Site History, Geology and
Hydrogeology, and any environmental risk associated with that particular plot. Desktop Study is often
required by local planning authorities, when applying for planning permission. There are at least four
feasibility studies that mining companies often undertake in making a decision to develop a project. These
studies vary in the depth of inquiry and reliability of the geological and cost data and evaluations included,
although the content is often similar. Here are their definitions (presented ascending in the depth of inquiry
and reliability.
Scoping Study is an early stage study based on the economics of a mining project used for
development planning. It is generally based on assumptions and estimated costs, and is neither as detailed
nor as reliable as a feasibility study. Scoping study may also be called a preliminary economic assessment.
Pre-Feasibility Study is a comprehensive study of the viability of a mineral project that has advanced
to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of
an open pit, has been established, where an effective method of mineral processing has been determined,
and includes a financial analysis based on a reasonable assumptions of technical, engineering, legal,
operating and economic factors and evaluation of other relevant factors which are sufficient for a competent
person, acting reasonable, to determine if all or part of the mineral resource may be classified as a Mineral
Reserve.
Feasibility study is a comprehensive study of a mineral deposit in which all geological, engineering,
legal, operating, economic, social, environmental and other relevant factors are considered in sufficient detail
that it could reasonably serve as the basis for a final decision by a financial institution to finance the
development of the deposit for mineral production.
Mineable Reserve is those parts of the ore body, both economic and uneconomic, that are extracted
during the normal course of mining. Mineral Resource is a concentration or occurrence of material of intrinsic
economic interest in or on the Earths crust in such form and quantity that there are reasonable prospects for
eventual economic extraction. Portions of a deposit that do not have reasonable prospects for eventual
economic extraction should not be included in a Mineral Resource. The location, quantity, grade, geological
characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific
geological evidence and knowledge.
best companies in the business. Consequently, commodity companies are exposed to cyclical risk over which
they have little control. The value of the commodity company is not only affected by the price of the
commodity but also by the expected volatility in that price. Commodity companies experience far greater price
volatility than manufactures or services do. This leads again to volatile revenues, earnings and cash flows of
the commodity company.
The mining industry has long lead times to bring on new capacity. The mine development process is very
specific and can typically take 5-10 years or more. Thus, most of these projects will begin their operations
after many years. The consequence of long lead times is a high risk for mining projects mining projects may
have many different risks, depending on the specific situation of the project. The most serious risks include:
Financing Risk:
Equity (can funds be raised in the market), Debt (interest rate, requirement of
hedging by the lenders)
Permitting Risk:
Issues associated with geology (size and grade of the mineable portion of the
ore body) and how the deposit can be economically mined.
Metallurgy: (often underestimated how much of the metal can be recovered, what is the preferred
recovery method; are there any impurities or associated Minerals that could affect this?)
Country risk:
Political risk (government stability, taxation instability, laws, environmental policy)
Economic risk (currency stability, foreign exchange restrictions). Metals prices and metals
stock performance are strongly correlated to exchange rates and particularly to the US dollar.
This is primarily because over 70% of materials production comes from outside US dollardenominated regions. As the dollar strengthens/weakens it alters the production economics of
suppliers and consumers.
Social risk (corruption, availability of workers and local labour laws, ethnic or religious
differences within the indigenous population)
The country risk premium ranges from 0% to 14%, this range is presented in Figure 2.
Australia
USA
Peru
Brazil
S.E Africa
Africa
Kyrgyzstan
Russia
0
10
15
Income or
Cash Flow
Market
Cost
DESCRIPTION
VALUATION
METHOD
Discounted
Cash
Flow
Real Option
Monte Carlo
Analysis
Probabilistic
Methods
Comparable
Transactions
Option
Agreement
Terms
Gross in Situ
Metal Value
Net Metal Value
per unit of metal
Value per Unit
Area
Market
capitalization
EXPLORATION
PROPERTIES
DEVELOPMEN
T PROPERTIES
PRODUCTION
PROPERTIES
Not Generally
used
Widely Used
Widely Used
Less Widely
Used
Quite widely
used
Quite widely
used
Less Widely
Used
Less widely
used
Less widely
used
Not widely
used
Not widely
used
Widely used
Widely used
Widely used
Widely used
Widely used
Quite widely
used
Not acceptable
Widely used rule of thumb
Not Widely
used
More applicable to single property asset junior
Companies
Quite widely
Not
used
Not widely used
generally
used
Quite widely
Quite widely
widely used
used
used
Not
Not widely used Not widely used
generally
used
Widely used
Appraised Value
Multiples
Geo-science
Factor
The three approaches should not be viewed as being independent of each other. Generally, they draw mainly on the same
sources of data, but the data are analyzed using different methods. The underlying idea is that the three approaches
should complement the findings of each other. The approaches used to value a business depend on how marketable its
assets are, whether it generates cash flow, and how unique it is in terms of its operations. This report will focus on the
valuation methods which are acceptable by the Exchanges.
For properties with mineral reserves: Discounted Cash Flow/ Net Present Value. For properties without mineral reserves:
Comparable Transactions, whereby the market value can be determined through Modified Appraised Value, whereby only
the retained past expenditures (historical costs or replacement costs) are included.
4. Mineable Reserve
The fundamental asset which underpins the value of any mining project is its ore reserve, and a thorough
understanding of the reserve is the first requirement of any discounted cash flow valuation. The tonnage
(size) and grade of any reserve is estimated from a limited number of samples which constitute a very small
proportion of the total deposit. Sampling, by its nature, is a statistical procedure and so is the estimation of
reserves. All reserve estimates, therefore, are subject to a greater or lesser degree of uncertainty It is
fundamental to the economics of mining that costs are determined by the number of pounds or ounces mined
and processed, while revenues are determined by the number of pounds or ounces of metal sold times price
of the metal. These two factors, cost and revenue, are related by the grade of the ore. Dilution by waste rock
increases the tonnage of material mined and reduces the grade. It increases cost and reduces revenue. It
reduces value. Therefore, the importance of the concentration factor in determining the value of mining
company should not be undervalued. A company with a lower grade of ore will have to process more rock,
possibly at greater cost in order to obtain a given amount of economically valuable material. Inaccurate
analysis leads to an overestimation of reserves grade and an inadequate allowance for dilution leading further
over-estimation in mined grade. This in turn, leads to over-estimation of revenue.
5. Revenue
Revenue is determined by the price of the commodity, which dictates the payback period and the level of
profit and hence dividends that shareholders expecting to receive. Following factors have a great impact on
the revenue in a mining context:
The annual tonnage of ore mined and processed for the major precious and base metals, once they
have been smelted and refined, there are lenders of last resort, such as the London Metal Exchange, which
are capable of absorbing the entire output from a new mining project. Often mining companies enter into takeoff agreements to reduce commodity price risk and to ensure the profit. This is an agreement between the
buyer and the mining company where the buyer obligates to buy certain amount of goods produced by the
mining company at certain date.
The rate of ore production in the valuation of an existing mine, future rates of production can generally
be forecast reliably on the basis of historical operating experience. Valuation should be based on an
estimated rate of ore production during the initial year of 60% to 75% of the design rate, depending on the
complexity of the mining cycle and the process circuitry.
6. Production Costs
6.1 Operating Cost
The sum of the operating cost of these three activities, such as mining, beneficiation and administration. In
more detail: labour costs, consumables (energy, steel expenses), power, water, exploration and evaluation
costs, stripping and mine development adjustments, third-party smelting, refining and transport costs, byproduct deduction costs, administrative and distribution expenses, closure provision, severance charges,
10
currency gain and losses other operating expenses give the Operating Cost of mining. In general, cash
operating costs consist of:
_ On-site costs (producing the commodity which is shipped from the property)
_ Off-site costs (transportation and downstream processing of that commodity into saleable end products)
For a gypsum mining operation producing Gypsum Plaster, the costs of transportation and of refining
the raw gypsum into Gypsum Plaster are typically not material in relation to the ultimate value of the
production. In these cases, inaccuracies in the estimate of transportation and refining cost have little impact
on the results of the discounted cash flow analysis. Where gypsum is recovered in a sulphide concentrate,
such as a copper concentrate, however, the costs of transportation, smelting and refining take on added
significance. In these instances, the on-site processing plant is typically operated to maximize Gypsum
Plaster recovery, with the result that the copper grade of the concentrate is frequently relatively low.
Considerable care must be taken in determining the terms under which such concentrates can be sold, since
copper smelters are likely to increase their charges for treating low-grade concentrate.
11
SECTION 2
VALUATION ANALYSIS
2.1
Valuation Methodologies
The standard of value used in our Analysis is Fair Value which is often defined as the price, in terms of cash
or equivalent, that a buyer could reasonably be expected to pay, and a seller could reasonably be expected to
accept, if the business were exposed for sale on the open market for a reasonable period of time, with both
buyer and seller being in possession of the pertinent facts and neither being under any compulsion to act.
Valuation of an enterprise or its equity shares is not an exact science and ultimately depends upon what it is
worth to a serious investor or buyer who may be even prepared to pay goodwill. This exercise may be carried
out using generally accepted methodologies, the relative emphasis of each often varying with the factors such
as:
The results of this exercise could vary significantly depending upon the basis used, the specific
circumstances and professional judgment of the valuer. In respect of going concerns, certain valuation
techniques have evolved over time and are commonly in vogue. These can be broadly categorised as follows:
Asset Based
Net Asset Value Method (NAV): The value arrived at under this approach is based on the
financial statements of the business and may be defined as Shareholders Funds or Net Assets
owned by the business. The Net Asset Value is generally used as the minimum break-up value for
the transaction since this methodology ignores the future return the assets can produce and is
calculated using historical accounting data that does not reflect how much the business is worth to
someone who may buy or invest in the business as a going concern.
12
companies are computed and applied to the business being valued in order to arrive at a multiple
based valuation. Under this method, the challenge is in the identification of publicly listed
comparable companies and derivation of suitable multiples. As there were was no information on
comparable companies, we have, therefore, not considered this method for this valuation exercise
of DEMR.
2.2
Date of Valuation
2.3
Valuation Approach
Valuation exercise of DEMR is carried on the basis as described in para 2.1, based on the fundamental
assumption of going concern for the business under consideration.
2.4
Valuation Analysis
In order to estimate the equity value of DEMR, we have applied the DCF method. The detailed analysis and
the assumptions made for these purposes are discussed below:
2.4.1
For the DCF analysis, we have relied on the consolidated financial projections provided by the management
of DEMR for the financial years 2016 to 2026 (refer Appendix I & II). Projections provided by the management
of DEMR are only the best estimates of its growth and sustainability of profitability margins. We have not
specifically validated these financial projections, but have relied on the estimates provided by the
management of DEMR Accordingly, the cash flow projections on a Free Cash Flow to Firm (FCFF) basis are
summarised in Appendix-III attached to the report.
13
Appendix III
Free Cash Flow to Firm of DEMR (USD Million)
Particulars
Total Sources
Total
Applications
Opening
Balance
Closing
Balance
Net Cash Flow
Free Cash
Flow
FY
2016
1.62
FY
2017
7.06
FY
2018
4.24
FY
2019
5.58
FY
2020
4.84
FY
2021
3.73
FY
2022
4.84
FY
2023
1.18
FY
2024
1.53
FY
2025
1.52
FY
2026
1.52
1.30
4.62
0.99
0.32
2.76
6.01
11.60
16.44
20.17
25.01
26.19 27.72
29.24
0.32
2.76
6.01
16.44
20.17
25.01
26.19
27.72 29.24
30.78
0.32
2.44
3.25
11.6
0
5.60
4.84
3.73
4.84
1.18
1.53
1.52
1.52
0.32
2.44
3.07
5.00
4.09
2.99
3.66
0.85
1.04
0.98
0.92
VAluation Assumptions
Discount Rate
The discount rate considered for arriving at the present value of the free cash flows to the firm is the
Weighted Average Cost of Capital (WACC) which comprises of cost of debt and equity. The WACC has
been calculated based on the Companys target total debt to total capital structure, as communicated by the
management of DEMR.
WACC = (Ke We) + (Kd (1 t) Wd)
Where Wd and We represent the debt and equity weights respectively in the capital structure,
Ke is the cost of equity
Kd is the cost of debt, and
The effective tax rate is represented by t
The cost of equity which is required to calculate the WACC is computed using the Capital Asset Pricing Model
(CAPM) using the formula
Ke
Where, Ke
Rf
Rm
=
=
=
=
=
14
Rp
Following are the factors used for the calculation of Cost of Equity (Ke) and WACC.
Risk Free Return (Rf ) Rf is considered at 2.31% based on 10 Years Zero Coupon Russian Government Bond
Yield as at March 31, 2016
Beta () The beta for DEMR is considered as 0.45 (based upon Returns of Similar Companies in the Industry)
Market Rate of Return (Rm)- Rm is considered to be 8.31% (Source: Kyrgyzstan Stock Exchange, www.kse.kg)
Effective Tax Rate Effective tax rate at the consolidated level has been considered by the management at 10%
for the projection period. We have assumed the same tax rate for the computation of WACC.
Particulars
Enterprise Value
Cash and Bank Balance
0.32
Total Debt
1.32
0.00
24.37
We therefore estimate consolidated value of equity at USD 24.37 Million for DEMR as on March 31,
2016, based on the methodologies described in this report and subject to the limitations stated in.
this report and our engagement letter.
15
SECTION 3: CAVEATS
General
Provision of valuation recommendations and considerations of the issues described herein are areas of our
regular corporate advisory practice. The services do not represent accounting, audit, and financial due
diligence review, consulting, transfer pricing or domestic tax-related services that may otherwise be provided
by Skyquest Management Consulting Pvt. Ltd.
Our analysis and review of DEMR does not constitute an audit in accordance with Auditing Standards. We
have relied on explanations and information provided by the management of DEMR and accepted the
information provided to us as accurate. Although, we have reviewed such data for consistency and
reasonableness, we have not independently investigated or otherwise verified the data provided. Nothing has
come to our attention to indicate that the information provided had material mis-statements or would not
afford reasonable grounds upon which to base the report.
Our valuation is primarily from a business perspective and has not taken into account various legal and other
corporate structures beyond the limited information made available to us.
The responsibility for forecasts and the assumptions on which they are based is solely that of the
management of DEMR. It must be emphasized that profit forecasts necessarily depend upon subjective
judgment. They are to a greater or lesser extent, according to the nature of the business and the period
covered by the forecasts, subject to substantial inherent uncertainties. In consequence, they are not capable
of being audited or substantiated in the same way as financial statements, which present the results of
completed periods. Similarly, we have relied on data from external sources. These sources are considered to
be reliable and therefore, we assume no liability for the accuracy of the data. We have assumed that the
business continues normally without any disruptions due to statutory or other external/internal occurrences.
The scope of our work has been limited both in terms of the areas of the business and operations which we
have reviewed and the extent to which we have reviewed them. There may be matters, other than those
noted in this report, which might be relevant in the context of the transaction and which a wider scope might
uncover. It may be noted that valuation is not an exact science and ultimately depends upon what the
business is worth to a serious investor or buyer who may be prepared to pay a substantial goodwill.
The valuation analysis recommendation contained herein is not intended to represent the value at any time
other than the date that is specifically stated in this report. This report is issued on the understanding that the
16
management of DEMR has drawn our attention to all matters of which they are aware concerning the financial
position of the businesses, which may have an impact on our report up to the date of issue. We have no
responsibility to update this report for events and circumstances occurring after the date of this report.
We have no present or planned future interest in DEMR or its subsidiaries / parent or ultimate parent and the
fee for this report is not contingent upon the values reported herein.
Our valuation analysis should not be construed as investment advice; specifically, we do not express any
opinion on the suitability or otherwise of entering into any transaction with DEMR
3.2
Distribution of Report
This valuation analysis is confidential and has been prepared exclusively for the management of DEMR. We
understand that the report is exclusively for internal purposes. Hence, it should not be used, reproduced or
circulated for any other purpose, whether in whole or in part without our prior written consent of Manoj Pahwa
& Associates. Such consent will only be given after full consideration of the circumstances at the time.
However, we understand that our report will be used by your statutory auditors for the purpose of accounting
and reporting.
3.3
Sources of Information
The valuation analysis is based on a review of projected financial information relating to DEMR, provided by
the management of DEMR. The sources of information include:
Information on business and profile of DEMR and the management of DEMR;
Financial projections for FY 2016 to FY 2026 provided by the management of DEMR;
KSE website (Rm)
Other industry related information from various sources.
In addition to the above, we have also obtained such other information and explanations which were
considered relevant for the purpose of our analysis.
17