Professional Documents
Culture Documents
B USINESS VALUATI O N
ISSUE 1
MAY 2000
D I G E S T
A publication devoted
to articles on Business
Valu ation a nd related
matters.
BY DRIEK DESMET , TRACY FRANCIS , ALICE HU, TIMOTHY M. KOLLER AND GEORGE A. RIEDEL
makes the distinction between expensed and turned a profit and is expected to lose at least $300
capitalized investment, for example, million for the year, so it has become the focus of a
unimportant because accounting treatments debate about whether I nternet stocks are greatly
don't affect cash flows. T he absence of overvalued.
meaningful historical data and positive
earnings to serve as the basis for price-to- Start from the Future
earnings multiples also doesn't matter, I n forecasting the per formance of high-growth
because the D C F approach, by relying solely companies like A mazon, don't be constrained by
on forecasts of per formance, can easily cur rent per formance. I nstead of starting f rom the
capture the worth of value-creating businesses present - the usual practice in D C F valuations -
that lose money for their first few years. T he start by thinking about what the industry and the
D C F approach can't eliminate the need to company could look like when they evolve f rom
make difficult forecasts, but it does address today's high-growth, unstable condition to a
the problems of ultrahigh growth rates and sustainable, moderate-growth state in the future;
uncertainty in a coherent way. and then extrapolate back to cur rent per formance.
I n this discussion, we assume that the T he future growth state should be defined by
reader has a basic knowledge of the D C F metrics such as the ultimate penetration rate,
approach. T hree twists are required to make average revenue per customer, and sustainable
this approach more useful for valuing gross margins. Just as important as the
I nternet companies: starting f rom a fixed characteristics of the industry and company in this
point in the future and working back to the future state is the point when it actually begins.
present, using probability-weighted scenarios Since I nternet-related companies are new, more
to address high uncertainty in an explicit stable economics probably lie at least 10 to 15 years
way, and exploiting classic analytical in the future.
techniques to understand the underlying B ut consider what A mazon has already achieved.
economics of these companies and to forecast Its ability to enter and dominate categories is
their future per formance. unprecedented, both in the off- and the on-line
We illustrate this approach with a valuation worlds. I n 1998, for example, it took the company
of A mazon.com, the archetypal I nternet only a bit more than three months to banish
company. I n the four years since its launch, it C D N OW to second place among on-line purveyors
has built a customer base of ten million and of music. I n early 1999, A mazon assumed the
expanded its offerings f rom books to compact leadership among on-line purveyors of videos in 45
discs, videos, digital video discs, toys, days; recently, it became the leading on-line
consumer electronics goods, and auctions. I n consumer electronics purveyor in 10.
addition, A mazon has invested in branded Let us create a fairly optimistic scenario based on
I nternet players such as pets.com and this record. Suppose that A mazon were the next
drugstore.com, and since the end of Wal-Mart, another US retailer that has radically
September 1999 it has allowed other retailers changed its industry and taken a significant share
to sell their wares on its Web site through of sales in its target markets. Say that by 2010,
what it calls its "associates program." I ndeed, A mazon continues to be the leading on-line retailer
the company has become a symbol of the and has established itself as the overall leading
new economy; market research shows that retailer, both on- and off-line, in certain markets. I f
101 million people in the U nited States the company could take a 13 and 12 percent share
recognize the A mazon brand name. of the total US book and music markets,
A ll this activity has been rewarded with a respectively, and captured a roughly comparable
high market capitalization: $25 billion as of share of some other markets, it would have
mid-N ovember 1999. Yet A mazon has never revenues of $60 billion in 2010, when Wal-Mart's
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
B USIN ESS VALU ATI O N DIGEST 3
revenues will probably have exceeded $300 billion. exceeding the nominal growth rate of the
W hat operating profit margin could A mazon.com gross domestic product 2 . To estimate
earn on that $60 billion? T he superior market A mazon's cur rent value, we discount the
share of the company is likely to give it significant projected f ree cash flows back to the present.
purchasing power. Remember too that A mazon will T heir present value, including the estimated
earn revenues and incur few associated costs f rom value of cash flows beyond 2025, is $37
other retailers using its site. I n this optimistic billion.
scenario, A mazon, with an average operating H ow can we credibly forecast ten or more
margin in the area of 11 percent, would most likely years of cash flows for a company like
do a bit better than most other retailers. A mazon? We can't. B ut our goal is not to
A nd what about capital? I n the optimistic define precisely what will happen but instead
scenario, A mazon may well need less working to offer a rigorous description of what could.
capital and fewer fixed assets than traditional
retailers do. I n almost any scenario, it should need Weighting for Probability
less inventory because it can consolidate its stock-in- U ncertainty is the hardest part of valuing
trade in a few warehouses, and it won't need retail high-growth technology companies, and the
stores at all. We assume that A mazon's 2010 capital use of probability-weighted scenarios is a
turnover (revenues divided by the sum of working simple and straightforward way to deal with
capital and fixed assets) will be 3.4, compared with it. T his approach also has the advantage of
2.5 for typical retailers. making critical assumptions and interactions
far more transparent than do other modeling
Combining these assumptions gives us the
approaches, such as Monte Carlo simulation.
following financial forecast for 2010: revenues, $60
T he use of probability-weighted scenarios
billion; operating profit, $7 billion; total capital, $18
requires us to repeat the process of
billion. We also assume that A mazon will continue
estimating a future set of financials for a full
to grow by about 12 percent a year for the next 15
range of scenarios - some more optimistic,
years after 2010 and that its growth will decline to
some less. For A mazon, we have developed
5.5 percent a year in perpetuity after 2025, slightly
four of them (E xhibit 1).
79
37
15
2Real GDP growth has averaged about 3 percent a year for the past 40 years, and
the long-term expected inflation rate built into current interest levels is probably
about 2 to 2.5 percent a year.
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
4 B USIN ESS VALU ATI O N DIGEST
I n Scenario A , A mazon becomes the second- outrageously high returns, competition is likely to
largest retailer (on- or off-line) based in the prevent this. A mazon's cur rent lead over its
U nited States. It uses much less capital than competitors suggests that Scenario D too is
traditional retailers do because it is primarily improbable. Scenarios B and C - both assuming
an on-line operation. It captures much higher attractive growth rates and reasonable returns - are
operating margins because it is the on-line therefore the most likely ones.
retailer of choice; even if its prices are W hen we weight the value of each scenario,
comparable to those of other on-line retailers, depending on its probability, and add all four of
it has more purchasing clout and lower these values, we end up with $23 billion, which
operating costs. T his scenario implies that happened to be the company's market value on
A mazon was worth $79 billion in the fourth O ctober 31, 1999. It therefore appears that
quarter of 1999. A mazon's market valuation can be supported by
Scenario B has A mazon capturing revenues plausible forecasts and probabilities.
almost as large as it does in Scenario A , but N ow, however, look at the sensitivity of this
its margins and need for capital fall in the valuation to changing probabilities. As E xhibit 3
range between those of the first scenario and shows, relatively small variations lead to big swings
the margins and capital requirements of a in value. I ndeed, the volatility of the share prices of
traditional retailer. T his second scenario companies like A mazon has been precipitated by
implies that A mazon had a value of $37
billion as of the fourth quarter of 1999.
A mazon becomes quite a large retailer in
Scenario C, though not as large as it does in
Scenario B, and the company's economics are
closer to those of traditional retailers. T his
third scenario implies a value for A mazon of
$15 billion.
Finally, in Scenario D, A mazon becomes a
fair-sized retailer with traditional retailer
economics. O n-line retailing mimics most
other forms of the business, with many
competitors in each field. Competition
transfers most of the value of going on-line
to consumers. T his scenario implies that
A mazon was worth only $3 billion.
We now have four scenarios, in which the
company's value ranges f rom $3 billion to
$79 billion. A lthough the spread is quite
large, each scenario is plausible 3 . N ow comes
the critical phase of assigning probabilities
and generating the resulting values for
A mazon (E xhibit 2). We assign a low
probability, 5 percent, to Scenario A , for
though the company might achieve
16 23 32
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
B USIN ESS VALU ATI O N DIGEST 5
small changes in the market's view of the likelihood each. I n Scenario B, A mazon's customer base
of different outcomes. N othing can be done about increases f rom 9 million a year in 1999 to
this volatility. about 120 million worldwide by 2010 - 84
million in the U nited States and 36 million
From Probability to Reality outside it. We assume that A mazon will
T he last difficult aspect of valuing very high-growth remain the number-one US on-line retailer
companies is relating future scenarios to cur rent and achieve an attractive position abroad.
per formance. H ow can you tell a soon-to-be Scenario B also calls for A mazon's average
successful I nternet play f rom a soon-to-be-bankrupt revenue per customer to rise to $500 by
one? H ere, classic micro-economic and strategic 2010, f rom $140 in 1999. T hat $500 could
skills play a critical role because building sound be accounted for by two C Ds at $15 each,
scenarios for a business and understanding that three books at $20 each, two bottles of
business both require knowledge of what actually per fume at $30 each, and one personal
drives the creation of value. For A mazon and many organizer at $350. A mazon will probably
other I nternet companies, customer-value analysis is continue to dominate its core book and music
a useful approach. Five factors drive the customer- markets. It will probably enter adjacent
value analysis of a retailer like A mazon: categories and may come to dominate them.
T he average revenue per customer per year I n Scenario B, A mazon's 2010 contribution
f rom purchases by its customers, as well as margin per customer before the cost of
revenues f rom advertisements on its site and acquiring customers is 14 percent, a figure in
f rom retailers that rent space on it to sell their line with that of cur rent top-notch large-scale
own products retailers - Wal-Mart, for instance. Despite
T he total number of customers competition, this seems rational in view of
A mazon's likely ability to gain offsetting
T he contribution margin per customer (before
economies of scale through devices such as
the cost of acquiring customers)
renting other retailers space to market their
T he average cost of acquiring a customer products on A mazon's Web sites.
T he customer churn rate (that is, the proportion Scenario B predicts that A mazon will have
of customers lost each year) acquisition costs per customer of $50 in 2010.
Let us see how A mazon could achieve the Despite the argument that these costs will rise
financial per formance predicted by Scenario B and once all on-line customers have been claimed,
compare this with the company's cur rent this is a reasonable figure if the company can
per formance. As E xhibit 4 shows, the biggest achieve brand dominance and advertising
changes over the next ten years involve the number economies of scale. T he cost of acquiring
of A mazon's customers and the average revenue for new customers is closely linked to the
customer churn rate, which at 25 percent
suggests that once A mazon acquires
customers it will keep them four years. T his
implies a truly world-class (or addictive)
customer offer and a deeply loyal (or lazy)
customer base.
Looking at customer economics in this way
makes it possible to generate the kind of
in formation that is assigned to assess the
probabilities needed to various scenarios.
Consider how two hypothetical young
companies, Loyalty.com and Turnover.com,
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
6 B USIN ESS VALU ATI O N DIGEST
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
B USIN ESS VALU ATI O N DIGEST 7
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
8 B USIN ESS VALU ATI O N DIGEST
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
B USIN ESS VALU ATI O N DIGEST 9
factors, typefaces that are equal in point size may control premium is appropriate in your
not actually look as though they are they same valuation and to support this position you
height. present table 1 as shown at the bottom of
5. Use Graphics this page.
W hile we are all familiar with the old adage "a A closer look at this table indicates it may
picture is worth a thousand words," it is be possible to present only a f raction of
the in formation and still support your
surprising how often presentations fail to fully
proposed premium. T he user would then
utilize graphics. 2 You should remember that while
be dealing with only the most pertinent
in formation shown in financial statements may
portion of the original data.
indicate a trend. T he use of graphics can more
I n his book " The Articulate Executive"
quickly communicate this same in formation.
G ranville Toogood 3 states "Putting too
G raphs are particularly useful when you want to
much on a slide is counterproductive in a
communicate simple trends.
number of ways:
For example, the use of a chart such as that T he more in formation, the smaller
shown in Figure 1 would likely stay in the trier the numbers and letters, and the more
of fact's mind longer than a row of numbers. difficult to read.
6. Eliminate Unnecessary Data
Table 2
Strive to eliminate unnecessary and/or redundant
Review of Control Premiums Sorted By Year
in formation when preparing financial of Acquisitions (Amended)
presentations. Remember, your goal is to help the Premium
user understand your data, and the best way to Year Observations 5 Day 30Day
accomplish this goal is to keep the in formation 1992 60 23.4% 32.3%
relevant. 1993 120 31.5% 36.1%
1994 201 26.2% 33.5%
For instance, suppose you believe a 30 percent 1995 279 28.1% 39.2%
1996 414 23.9% 31.1%
1997 372 28.0% 37.8%
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
10 B USIN ESS VALU ATI O N DIGEST
T he more in formation, the more likely data might be rank ordered. (N ote: the data has
that you are straying away f rom the been rounded.) Table 3 is ordered alphabetically
central theme and telling the audience by product, while table 4 is rank ordered by
more - maybe a lot more - than they revenue.
have to know.
Table 3
I n addition to slides, I believe the above Product Line Sales and Gross Profit
comments apply equally well to all types of Gross Profit
exhibits; charts, and overheads. Product Revenue Dollars Margin
7. Round Numbers A $ 538,000 $ 147,600 27.5%
T here is no one right answer as to how or B 296,000 24,700 8.3%
C 704,000 50,400 7.2%
when to round numbers. H owever, you
D 64,000 17,300 27.0%
should consider rounding to aid in the
Total $1,600,000 $ 240,000 15.0%
communication of in formation to the
user(s) of the data. I n addition, rounding Table 4
can indicate the estimated accuracy with Product Line Sales and Gross Profit
which a rate or value is known. 4 Gross Profit
You should be aware that "when trying to Product Revenue Dollars Margin
understand numbers, most people round A $ 538,000 $ 147,600 27.5%
them mentally. T his brings them to a size B 296,000 24,700 8.3%
that the mind can manipulate more easily. C 704,000 50,400 7.2%
In practice, the rounding is to two figures." 5 D 64,000 17,300 27.0%
H owever; when rounding to two figures Total $1,600,000 $ 240,000 15.0%
not all numbers are rounded the same. To 9. Present Important Comparisons Down Columns
illustrate:
T he most important comparisons should be
10,452 would be rounded to 10,000 presented down columns, not across rows.
1,497 to 1,500 Comparing numbers in a column rather than a
923 to 920 row generally places important numbers closer
16.3 to 16 together allowing for easier analysis, speedier
4.3 to 4.3 (no rounding necessary) comparisons, and easier mathematical
A ccording to D r. Targett, "rounding to two manipulation. For example, Tables 5 and 6:
effective figures puts numbers in the form
in which mental arithmetic is naturally Table 5
Region
done. T he numbers are therefore
Revenue East South North West Total
assimilated more quickly."
Product A $ 1,400 $ 1,100 $ 1,300 $ 1,200 $ 5,000
Considering this in formation, it would seem Product B 720 530 430 570 2,250
we would be well advised to establish a Total
logical and consistent approach concerning Revenue $ 2,120 $ 1,630 $ 1,730 $ 1,770 $ 7,250
when and how to round numbers. 4
Table 6
8. Rank Order the Data
Product
Financial data will be better understood Region A B Total
and relationships more easily identified, if East $ 1,400 $ 720 $ 2,120
numbers are ar ranged in size order. North !,300 430 1,730
G enerally, the basis of how data should be West 1,200 570 1,770
ordered is a matter of which data in the South 1,100 530 1,630
chart is the most important in your case. Total
Tables 3 and 4 provide an example of how Revenue $ 5,000 $ 2,250 $ 7,250
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
B USIN ESS VALU ATI O N DIGEST 11
10. Provide Summary Measures 12. Use Meaningful Titles and/or Captions
Summary measures provide a focus for the eye T itles and/or captions should be used to
and make it easier to determine if a number falls help charts, tables, and graphs to be
above or below the general level of the rest of understood without explanation.
the row or column. Suppose you are testifying in court and are
Many users of financial data do not understand asked to present a demonstrative exhibit
industry jargon such as mean and median. (Figure 2) justifying why you selected a 20
A ccordingly, when appropriate, it is better to use percent capitalization rate.
the word average instead of mean as shown in W hich of the following choices most clearly
Table 7 below. I n addition, perhaps we should communicates the message you want the
even consider using the term middle value or trier of fact to remember?
mid-point to describe the median.
11. Minimize the Use of White Space Figure 2
T he inclusion of gridlines and unnecessary white CAPTION or TITLE?
space can make the task of reading and 20.0%
understanding tables difficult. 15.0%
10.0%
" W hen you plan tables with columns of figures
or words, place the columns as close together as 5.0%
possible, not spread out to fill the pages width. 0.0%
Bond Stock Stock ABC
T he most difficult task for a reader of a table is Large Small
to read f rom one column to another without
getting lost. A nything to reduce eye travel T itle: ABC's Capitalization Rate is 20%
between columns will help." 6 I n addition, it is
Caption: Small Privately H eld Companies
easier to identify patterns and exceptions when Require H igher Rates of Return Than Large
gridlines and white space are removed. Public Companies
Table 9 provides the trier of fact with the same T he answer, it depends. W hat idea,
in formation as Table 8, but is much easier to concept, or message do you want the trier
read and absorb than Table 8.
Table 7
Analysis of Restricted Stock Studies
Regarding Marketability Discounts
Summary Results of Ten Restricted Stock Studies
Number of
Study Observations Average Medians
SEC Institutional Investor Study 398 25.8% 23.6%
Milton Gelman 89 33.0% 33.0%
Robert Trout 60 33.5% na
Robert Moroney 146 35.6% 33.0%
Michael Maer 34 35.4% 33.0%
Standard Research Consultants 28 na 45.0%
Willamette Management 33 na 31.2%
William Sibler 69 33.8% 35.0%
Hal/Polacek 100+ 23.0% na
Management Planning 27.7% 29.0%
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
12 B USIN ESS VALU ATI O N DIGEST
Table 8
Number of Average Range
Classification Partnerships Discount High Low
Leveraged / nondistributing 21 67.6% 86.1% 51.7%
Low debt / nondistributing 4 60.9% 67.1% 52.8%
Leveraged / lessthan 5% distributing 11 60.7% 80.9% 45.0%
Low debt / lessthan 5% distributing 16 47.4% 66.0% 24.3%
High Distributing - more than 5% 41 34.0% 57.3% 14.2%
Table 9
Number of Average Range
Classification Partnerships Discount High Low
Leveraged / nondistributing 21 67.6% 86.1% 51.7%
Low debt / nondistributing 4 60.9% 67.1% 52.8%
Leveraged / lessthan 5% distributing 11 60.7% 80.9% 45.0%
Low debt / lessthan 5% distributing 16 47.4% 66.0% 24.3%
High Distributing - more than 5% 41 34.0% 57.3% 14.2%
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
B USIN ESS VALU ATI O N DIGEST 13
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
14 B USIN ESS VALU ATI O N DIGEST
BY TIMOTHY A. LUEHRMAN
Whats It Worth?
A General Managers Guide
To Valuation
Introduction formal, comprising a theory and a model; others are
in formal, operating by ad hoc rules of thumb. Some
The following journal article from the H arvard
are applied explicitly, and others implicitly. T hey
Business Review was originally printed in 1997
may be personalized by individual executives' styles
and provides an excellent discussion of the
and tastes or institutionalized in a system with
Weighted Average Cost of Capital ( WACC )
procedures and manuals.
valuation method and the tradeoffs that a valuator
faces in order to gain the simplicity the WACC T hough executives estimate value in many
method had to offer. With some benefit of hindsight different ways, the past 25 years has seen a clear
it is interesting to consider the authors prediction trend toward methods that are more formal, explicit,
that usage of the WACC method is likely to wane in and institutionalized. I n the 1970s, discounted-cash
favour of other methods such as the adjusted flow analysis (D C F) emerged as best practice for
Present Value method. valuing corporate assets. A nd one particular version
of D C F became the standard. A ccording to the
method, the value of a business equals its expected
Behind every major resource-allocation
future cash flows discounted to present value at the
decision a company makes lies some
weighted-average cost of capital (WAC C).
calculation of what that move is worth.
Today that WAC C-based standard is obsolete.
W hether the decision is to launch a new
T his is not to say that it no longer works indeed,
product, enter a strategic partnership, invest
with today's improved computers and data, it
in R& D, or build a new facility, how a
probably works better than ever. B ut it is exactly
company estimates value is a critical
those advances in computers and software, along with
determinant of how it allocates resources.
new theoretical insights, that make other methods
A nd the allocation of resources, in turn, is a
even better. Since the 1970s, the cost of financial
key driver of a company's overall
analysis has come down commensurately with the cost
per formance.
of computing which is to say, breathtakingly. O ne
Today valuation is the financial analytical
effect of that drop in cost is that companies do a lot
skill that general managers want to learn and
more analysis. A nother effect is that it is now possible
master more than any other. Rather than rely
to use valuation methodologies that are better
exclusively on finance specialists, managers
tailored to the major kinds of decisions that
want to know how to do it themselves. W hy?
managers face.
O ne reason is that executives who are not
W hat do generalists (not finance specialists) need
finance specialists have to live with the fallout
in an updated valuation tool kit? T he resource-
of their companies' formal capital-budgeting
allocation process presents not one, but three basic
systems. Many executives are eager to see
types of valuation problem. Managers need to be able
those systems improved, even if it means
to value operations, opportunities and ownership claims.
learning more finance. A nother reason is
T he common practice now is to apply the same basic
that understanding valuation has become a
valuation tool to all problems. A lthough valuation is
prerequisite for meaningful participation in a
always a function of three fundamental factors
company's resource-allocation decisions.
cash, timing and risk each type of problem has
Most companies used a mix of approaches
structural features that set it apart f rom the others
to estimate value. Some methodologies are
and present distinct analytical challenges.
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
B USIN ESS VALU ATI O N DIGEST 15
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
16 B USIN ESS VALU ATI O N DIGEST
expenses, and new investment), deliberately static of capital structures. I n other cases (that is, in
excluding cash flows associated with the most real situations), it needs to be adjusted
financing program (such as interest, extensively not only for tax shields but also for
principal, and dividends). Second, they adjust issue costs, subsidies, hedges, exotic debt securities,
the discount rate to pick up whatever value is and dynamic capital structures. A djustments have to
created or destroyed by the financing be made not only project by project but also period
program. WAC C is by far the most common by period within each project. Especially in its
example of such an adjustment. It is a tax- sophisticated, multi-layered, adjusted-for-everything
adjusted discount rate, intended to pick up the versions, the WAC C is easy to misestimate. T he
value of interest tax shields that come f rom more complicated a company's capital structure, tax
using an operation's debt capacity. position, or fund-raising strategy, the more likely it
T he practical virtue of WAC C is that it is that mistakes will be made. (See the insert " T he
keeps calculations used in discounting to a Limitations of WAC C.")
minimum. A nyone old enough to have Today's better alternative for valuing a business
discounted cash flows on a handheld operation is to apply the basic D C F relationship to
calculator a tedious, time-consuming chore each of a business's various kinds of cash flow and
will understand immediately why WAC C then add up the present values. T his approach is
became the valuation methodology of choice most often called adjusted present value , or A P V. It
in the era before personal computers. was first suggested by Stewart Myers of M I T , who
B ut WAC C's virtue comes with a price. It focused on two main categories of cash flows: "real"
is suitable only for the simplest and most cash flows (such as revenues, cash operating costs,
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
B USIN ESS VALU ATI O N DIGEST 17
and capital expenditures) associated with the than operating synergies, new growth, or tax
business operation; and "side effects" associated with savings. O r consider an investment in a new
its financing program (such as the values of interest plant. You may negotiate specific agreements
tax shields, subsidized financing, issue costs and with, for example, equipment suppliers,
hedges). 1 More generally, A P V relies on the financiers, and government agencies. I n both
principle of value additivity. T hat is, it's okay to split examples, different people will be in charge
a project into pieces, value each piece, and then of realizing individual pieces of value. A P V is
add them back up. a natural way to get in formation about those
pieces to managers or for them to generate
W hat are the practical payoffs f rom switching to
that in formation for themselves.
A P V f rom WAC C? I f all you want f rom a valuation
analysis is to know whether the net present value is E xecutives are discovering that A P V plays
positive or negative and if you already use WAC C to the strength of now-ubiquitous spreadsheet
properly, the payoff will be low. T he two software: each piece of the analysis
approaches, skillfully applied, seldom disagree on cor responds to a subsection of the
that question. B ut there is a lot of room for spreadsheet. A P V handles complexity with
lots of subsections rather than complicated
improvement once you have answered it.
cell formulas. I n contrast, WAC C's historical
A P V helps when you want to know more than
advantage was precisely that it bundled all the
merely, Is N P V greater than zero? Because the
pieces of an analysis together, so an analyst
basic idea behind A P V is value additivity, you can had to discount only once. Spreadsheets
use it to break a problem into pieces that make permit unbundling, a capability that can be
managerial sense. Consider an acquisition. Even after power fully in formative. Yet traditional WAC C
the deal has closed, it helps to know how much analyses do not take advantage of it. I ndeed,
value is being created by cost reductions rather
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
18 B USIN ESS VALU ATI O N DIGEST
many managers use their power ful longer be defer red. At that time, they join the
spreadsheets merely to generate dozens of queue of other investments under consideration for
bundled valuation analyses, rather than to funding. C ritics have long decried this practice as
produce unbundled analyses that would be myopic; they claim that it leads companies to
managerially relevant. undervalue the future and hence, to underinvest.
WAC C still has adherents, most of whom W hat actually happens appears to be more
argue that it works well enough when complicated and to depend a great deal on how
managers aim for a constant debt-to-capital managers are evaluated and rewarded. T he absence
ratio over the long run. Some go even of a formal valuation procedure often gives rise to
further, saying that managers ought to aim personal, in formal procedures that can become
for exactly that and therefore WAC C is highly politicized. C hampions arise to promote and
appropriate. B ut whether managers ought to defend the opportunities that they regard as
behave thus is highly questionable; that they valuable, often resulting in overinvestment rather
do not, in fact, follow this prescription is than underinvestment.
indisputable. To decree that managers should Some companies use a formal D C F-based
maintain constant debt ratios because that approval process but evaluate strategic projects with
policy fits the WAC C model is to let the tail special rules. O ne such rule assigns strategic
wag the dog. projects a lower hurdle rate than routine
investments to compensate for D C F's tendency to
Valuing Opportunities: Option undervalue strategic options. U n fortunately, in
Pricing many cases D C F's negative bias is not merely
O pportunities the second type of overcome but overwhelmed by such an adjustment.
commonly encountered valuation problem O nce again, overinvestment can occur in practice
may be thought of as possible future when theory would have managers wor ry about
operations. W hen you decide how much to underinvestment. A nother special rule evaluates
spend on R& D, or on which kind of R& D, strategic opportunities off-line, outside the routine
you are valuing opportunities. Spending now D C F system. For better or worse, experienced
creates, not cash flow f rom operations, but executives make a judgment call. Sometimes that
the opportunity to invest again later, works well, but even the best executives (perhaps
depending on how things look. Many especially the best) in form their judgment with
marketing expenditures have the same sound analyses when possible.
characteristic. Spending to create a new or I n general, the right to start, stop, or modify a
stronger brand probably has some immediate business activity at some future time is different
payoff. B ut it also creates opportunities for f rom the right to operate it now. A specific
brand extensions later. T he opportunity may important decision whether or not to exploit the
or may not be exploited ultimately, but it is opportunity has yet to be made and can be
valuable none-theless. Companies with new defer red. T he right to make that decision optimally
technologies, product development ideas, that is, to do what is best when the time comes
defensible positions in fast-growing markets, is valuable. A sound valuation of a business
or access to potential new markets own opportunity captures its contingent nature: " I f R& D
valuable opportunities. For some companies, proves that the concept is valid, we'll go ahead and
opportunities are the most valuable things invest." T he unstated implication is that "if it
they own. doesn't, we won't".
H ow do corporations typically evaluate T he crucial decision to invest or not will be
opportunities? A common approach is not to made after some uncertainty is resolved or when
value them formally until they mature to the time runs out. I n financial terms, an opportunity is
point where an investment decision can no analogous to an option. With an option, you have
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
B USIN ESS VALU ATI O N DIGEST 19
the right not the obligation to buy or sell opportunities formally. Just setting up the
something at a specified price on or before some valuation problem, never mind solving it,
future date. A call option on a share of stock gives can be daunting. As a result, option pricing
you the right to buy that share for, say, $100 at any has not yet been widely used as a tool for
time within the next year. I f the share is cur rently valuing opportunities.
worth $110, the option clearly is valuable. W hat if I nterest in option pricing has picked up
the stock is worth only $90? T he option still is in recent years as more power ful computers
valuable because it won't expire for a year, and if have aided sophisticated model building.
the stock price rises in the next few months, it may N evertheless, models remain the domain of
well exceed $100 before the year passes. Corporate specialists. I n my view, generalists will get
opportunities have the same feature: " I f R& D more out of option pricing by taking a
proves that the concept is valid" is analogous to "if different approach. W hereas technical
the stock price rises in the next few months." experts go questing for objective truth - they
Similarly, "we'll go ahead and invest" is analogous to want the "right" answer generalists have a
2
"we'll exercise the option." business to manage and simply want to do a
So an option is valuable, and its value clearly better job of it. G etting closer to the truth is
depends on the value of the underlying asset: the good, even if you don't get all the way
stock. Yet owning the option is not the same as there. So an options-based analysis of value
owning the stock. N ot surprisingly, one must be need not be per fect in order to improve on
valued differently than the other. I n considering cur rent practice.
opportunities, cash, time value, and risk all still T he key to valuing a corporate invest -
matter, but each of those factors enters the analysis ment opportunity as an option is the ability
in two ways. Two types of cash flows matter: cash to discern a simple cor respondence between
f rom the business and the cash required to enter it, project characteristics and option
should you choose to do so. T ime matters in two characteristics. T he potential investment to
ways: the timing of the eventual cash flows and how be made cor responds to an option's exercise
long the decision to invest may be defer red. price. T he operating assets the company
Similarly, risk matters in two ways: the riskiness of would own, assuming it made the
the business, assuming that you invest in it, and the investment, are like the stock one would
risk that circumstances will change (for better or own after exercising a call option. T he
worse) before you have to decide. Even simple length of time the company can wait before
option-pricing models must contain at least five or it has to decide is like the call option's time
six variables to capture in formation about cash, to expiration. U ncertainty about the future
time, and risk and organize it to handle the value of the operating assets is captured by
contingencies that managers face as the business the variance of returns on them; this is
evolves. (See the exhibit " W hat Makes O pportunities analogous to the variance of stock returns
Different?") for call options. T he analytical tactic here is
Because it handles simple contingencies better to per form this mapping between the real
than standard D C F models, option-pricing theory project and a simple option, such as a
has been regarded as a promising approach to E uropean call option. (A E uropean call can
valuing business opportunities since the mid-1970s. be exercised only on the expiration date,
H owever, real businesses are much more making it the simplest of call options.) I f the
complicated than simple puts and calls. A simple option captures the contingent nature
combination of factors big, active competitors, of the project, then by pricing the option we
uncertainties that do not fit neat probability gain some additional, albeit imper fect,
distributions, and the sheer number of relevant insight into the value of the project.
variables makes it impractical to analyze real To illustrate, suppose a company is
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
20 B USIN ESS VALU ATI O N DIGEST
invest bad news cash flow good news dont invest cash flow
Here we make a decision, then find out what happens. Here we find out what happens before we make a decision.
Traditional DCF methods are designed for this kind of problem. Traditional DCF methods work poorly here.
These two scenarios must have different values; they also must be managed differently.
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
B USIN ESS VALU ATI O N DIGEST 21
H ere's another way to think about the analytical company participates in joint ventures,
strategy I am recommending. Values for fairly partnerships, or strategic alliances, or makes
illiquid or one-of-a-kind assets (real estate, for large investments using project financing, it
example) are often benchmarked against values of shares ownership of the venture with other
assets or transactions regarded as comparable but parties, sometimes many others. Managers
not identical. Many ter rific business opportunities need to understand not simply the value of
are one-of-a-kind, and many are illiquid. Lacking a the venture as a whole but also the value of
comparable benchmark for the example above their company's interest in it. T hat
(modifying our product to enter an emerging understanding is essential to deciding
market), the company synthesized one by setting up whether or not to participate as well as how
a simple E uropean call option. By pricing the to structure the ownership claims and write
synthetic opportunity (the call option), it gained good contracts.
additional insight into the real opportunity (the Suppose your company is considering
product introduction proposal). T his insight is investing in a joint venture to develop an
valuable as long as the company doesn't expect the office building. T he building itself has a
synthesis or the resulting estimate of value to be positive N P V that is, constructing it will
per fect. create value. W hat's more, the lead developer
is con fident that lenders will provide the
W hat the generalist needs, then, is an easy to
necessary debt financing. You are being asked
learn tool that can be used over and over to
to contribute funds in exchange for an equity
synthesize and evaluate simple options. F urther-
interest in the venture. Should you invest? I f
more, because the goal is to complement, not
all you've done is value the building, you
replace, existing methods, managers would like a
can't tell yet. It could be that your partner
tool that can share inputs with a D C F analysis, or
stands to capture all the value created, so
perhaps use D C F outputs as inputs. My favourite
even though the building has a positive N P V ,
candidate is the Black-Scholes option-pricing model,
your investment does not. A lternatively,
the first and still one of the simplest models. A n
some ventures with negative N P Vs are good
intuitive mapping between Black-Scholes variables
investments because a partner or the project's
and project characteristics is usually feasible. A nd
lenders make the deal very attractive. Some
even though the model contains five variables,
partners are simply imprudent, but others -
there is an intuitive way to combine these five into
governments, for example deliberately
two parameters, each with a logical, managerial
subsidize some projects.
interpretation. T his intuitive process lets a manager
A straightforward way to value your
create a two-dimensional map, which is much easier
company's equity is to estimate its share of
than creating one with five variables. Finally, the
expected future cash flows and then discount
Black-Scholes model is widely available in
those flows at an opportunity cost that
commercial software, which means that if you can
compensates the company for the risk it is
synthesize the comparable option, your computer
bearing. T his is often refer red to as the
can price it for you. T he crucial skills for the
equity cash flow (E C F) approach; it is also
generalist are to know how to recognize real
called flows to equity. It is, once again, a D C F
options and how to synthesize simple ones, not how
methodology, but both the cash flows and the
to set up or solve complex models.
discount rate are different f rom those used
either in A P V or the WAC C-based approach.
Valuing ownership Claims:
T he business cash flows must be adjusted for
Equity Cash Flows fixed financial claims (for example, interest
Claims that companies issue against the value of and principal payments), and the discount
their operations and opportunities are the last rate must be adjusted for the risk associated
major category of valuation problem. W hen a with holding a financially leveraged claim.
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
22 B USIN ESS VALU ATI O N DIGEST
H andling leverage properly is most be wrong, the careful analyst knows that it will be
important when leverage is high, changing low, not high, and why.
over time, or both. I n those situations, T he key to using E C F is to begin the analysis at
lenders' interests may diverge f rom those of a point in the future beyond the period in which
shareholders, and different shareholders' default risk is high. At that point, an analyst can
interests may diverge f rom one another. establish a future value for the equity using
Such divergence is especially common in conventional D C F methods. T hen E C F works
transactions that produce or anticipate backward year by year to the present, carefully
substantial changes in the business or its accounting for yearly cash flows and changes in risk
organization in mergers, acquisitions, and along the way, until it ar rives at a present value.
restructuring, for example. T he procedure is quite straightforward when built
U n fortunately, leverage is most difficult to into a spreadsheet, and if certain formulaic rules
treat properly precisely when it is high and are adopted for moving f rom later to earlier years,
changing. W hen leverage is high, equity is E C F's biases contrive to underestimate the true
like a call option, owned by shareholders, on equity value. T he formulaic rules amount to an
the assets of the company. I f the business is assumption that bor rowers will not really walk away
successful, managers acting in the best f rom the debt even when it is in their best interests
interests of shareholders will "exercise the to do so. O bviously, this assumption deprives them
option" by paying lenders what they are of something valuable in real life, they might
owed. Shareholders get to keep the residual indeed walk away, so the real-life equity is more
value. B ut if the business runs into serious valuable than the contrived substitute.
trouble, it will be worth less than the loan A n E C F analysis also shows explicitly how
amount, so the bor rower will default. I n that changes in ownership structures affect cash flow
situation, the lenders will not be repaid in and risk, year by year, for the equity holders.
full; they will, however, keep the assets in U nderstanding how a program of change affects
satisfaction of their claim. the company's owners helps to predict their
It is widely understood that highly levered behavior for example, how certain shareholders
equity is like a call option because of the risk might vote on a proposed merger, restructuring, or
of default. W hy not use an option-pricing recapitalization of the venture. Such insight is
approach to value the equity? Because the available only f rom E C F or its variations.
options involved are too complicated. Every W hat do companies use now instead of E C F
time a payment (interest) or principal) is due analysis? Some evaluate equity claims by first
to lenders, the bor rower has to decide again valuing the entire business (with WAC C F-based
whether or not to exercise the option. I n D C F) and then subtracting the value of any debt
effect, levered equity is a complex sequence claims and other partners' equity interests. T his
of related options, including options on approach requires managers to presume they know
options. Simple option-pricing models are the true value of those other claims. I n practice,
not good enough, and complicated models they don't know those values unless they apply E C F
are impractical. T hat is why it's worthwhile to to estimate them. A nother common approach is to
have E C F as a third basic valuation tool. apply a price-earnings multiple to your company's
It's important to state that an E C F share of the venture's net income. T hat has the
valuation, no matter how highly refined, is virtue of simplicity. B ut finding or creating the
not option pricing, and therefore will not right multiple is tricky, to say the least. Skillfully
give a "cor rect" value for a levered equity chosen price-earnings ratios may indeed yield
claim. B ut E C F can be executed so that its reasonable values, but even then they don't
biases all run in the same direction - toward contribute the other managerial insights that flow
a low estimate. So, although the answer will naturally f rom the structure of an E C F analysis.
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
B USIN ESS VALU ATI O N DIGEST 23
Balance sheet
Assets Liabilities and equity
Future investment decisions 2. opportunities (real options) 3. Equity claims Securities issued
Installed-base Simulation
multiples scenario analysis
2. Opportunities Simple option pricing
Customer Decision Fancy option
(real options)
subscriber multiples trees pricing
Net income
multiples WACC-based DCF Simulation
3. Equity claims Equity cash flow minus debt scenarios analysis
P/E ratios
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
24 B USIN ESS VALU ATI O N DIGEST
T hey already use D C F valuation in their less. Simple applications require another day.
capital-budgeting processes and have N ormally, half of this time is devoted to running
built the related systems numbers and the other half to a more subtle but
for use on desktop important tasks of interpreting and qualifying
computers. results and exploring the limitations of both the
T hey have many managers, not just f ramework and the methodology.
finance staff who are com fortable with the O ption pricing does not fit naturally into most
basics of modern corporate finance and companies' existing capital-budgeting systems.
will not find the new tools difficult to N either, for that matter, do tools such as decision-
acquire. tree analysis, simulation, or scenario analysis, which
T hey are cur rently upgrading their staff are sometimes offered as alternatives to option
capabilities for other reasons, so the pricing. T hus, the most practical way to begin
incremental cost of installing a better using options-based analyses is to run them in
system is minor. sequence with D C F analyses. I mean that in two
senses: first, in the sense that you do option pricing
Let's look at what's involved in learning the
after you've already done a D C F analysis (such as
three valuation methods:
present values and capital expenditures) become
Adjusted Present Value. T here are few tools
inputs for option-pricing (such as underlying asset
as power ful and versatile as A P V that require
value and exercise price). Most companies will not
as little time to learn. My experience is that
find it worthwhile to build separate systems to
executives already schooled in WAC C can support each methodology. I ndeed, if D C F and
learn the basics of A P V in about two hours, option pricing are set up as mutually exclusive
either on their own or with an instructor. rivals you pick one or the other, but not both
Within another half a day, people already option pricing will lose, for now.
com fortable with spreadsheet software are
Eventually, many companies will locate their
able to apply A P V effectively to real
most high-powered technical expertise within a
problems. Today it is no exaggeration to say
small finance or business-development group. T he
that a company not using spreadsheets for
rest of the company, both line managers and top-
valuation is far behind the times. A nd
level managers, will be trained to use that resource
companies that are using spreadsheets, not
effectively. T herefore, the ability to formulate
A P V , are underutilizing their software.
simple option-pricing analyses will be widespread.
G enerally speaking, systems that can
I f only the specialists know anything about valuing
accommodate WAC C can handle A P V.
opportunities, either of two unattractive outcomes is
Option Pricing. T his tool is costlier. T here's likely: the model builders will become high priests
more to learn, and for some people, it is less who dominate the capital-budgeting process; or
intuitive. N evertheless, it is by no means they will become ir relevant geeks whose valuable
inaccessible. Basic option pricing can be talents go unexploited.
learned f rom a textbook. W hat is more
Equity Cash Flows. Managers already familiar with
difficult is the application of this tool to
some kind of D C F valuation tool can learn E C F,
corporate problems, as opposed to simple
along with a basic application, in less than a day.
puts and calls.
Companies that might be heavy users of this tool
Corporate applications require a synthesis will want to adapt it to the particular kind of
of option pricing and D C F-based valuation; business or transactions they engage in most
that is, a way to use D C F outputs as option- f requently. Probably the most common uses are in
pricing inputs and a way to reconcile the project and trade finance, mergers and acquisitions,
different values generated by each buyouts, and joint ventures and alliances.
methodology. Simple f rameworks embodying
A dapting E C F and corporate systems to each
such a synthesis can be learned in a day or
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
B USIN ESS VALU ATI O N DIGEST 25
other is not necessarily difficult or costly but needs you to develop those capabilities faster than a
to be assessed case by case. E C F is a more passive, laissez-faire approach, and it ought to
specialized valuation tool than either A P V or option yield more focused and power ful results. O f
pricing because it addresses a more specific course, it's also probably more expensive.
question. A P V and option pricing ask, W hat is the H owever, the question is not whether it's
value of this bundle of operations and cheaper to let nature take its course, but
opportunities? I n contrast, E C F asks, W hat is the whether the more power ful corporate
value of an equity claim on this bundle of assets capability will pay for itself. T hat is, how
and opportunities, assuming they are financed in much is that capability worth?
this fashion? E C F therefore requires more support
or, at a minimum, more inputs f rom corporate
financial and capital-budgeting systems. B ut
presumably, a company engaged in significant
numbers of joint ventures or project financings, for
example, must support these activities anyway,
regardless of the valuation tools it chooses to build
into a particular system.
For most companies, getting f rom where they
are now to this vision of the future is not a
corporate finance problem the financial theories
are ready and waiting but an organizational
development project. Motivated employees trying to
do a better job and advance their careers will
naturally spend time learning new skills, even
financial skills. T hat is already happening. T he next
step is to use this broadening base of knowledge as
a platform to support an enhanced corporate
capability to allocate and manage resources
effectively.
A n active approach to developing new valuation
capabilities that is, deciding where you want your
company to go and how to get there should allow
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
26 B USIN ESS VALU ATI O N DIGEST
BY JACK TREYNOR
The Investment Value of
Brand Franchise
Brand loyalty manifests itself in consumers' strategists are two groups of professionals separated
willingness to pay a higher price for the brand they by the language of accounting, which calls
prefer. Some manufacturers choose to limit their investments in brand f ranchises (e.g., research and
output, sell only to customers loyal to their brand development, advertising) "expenses." T he neglect by
(their franchise), and charge the higher price. Others accountants of the implications brand f ranchises have
choose to charge a lower price rather than limit their for future cash flows results in high price-to-book
output. Because franchises can contribute as much, or ratios and high price-to-earnings ratios.
more, to future cash flows as their plants contribute, T his article describes an approach analysts can
companies in the first group support their franchises
use, if the fixed costs of supporting a brand
by large investments in advertising, introducing new
f ranchise can be identified, to estimating the
versions of their products, and so on. Accountants,
investment value of a manu facturer's f ranchise and
however, are reluctant to capitalize the expenditures
the manu facturer's efficiency in defending it. T he
that support franchises, which causes gaps between
market value and book value. If the fixed marketing valuation model has elements recognizable to the
costs can be identified, however, analysts can estimate marketing strategist such as f ranchise, marketing
the investment value of the franchise and the effort, and level of rivalry as well as elements
manufacturer's efficiency in defending it. recognizable to the investment analyst such as cash
flow, present value, and return on investment. B ut
E conomists have a lot to say about the value the model can hardly be called "traditional." T he
of plant, property, and equipment, but they traditional approach to estimating value has been to
are silent on an element of investment value ask what data public companies provide and then to
that, for some companies, is even more let those data define the valuation methods. T his
important brand f ranchise. I nvestors cannot
article defines what data analysts and investors need
afford to ignore the value of a brand
to value a company's investment in its brand
f ranchise for a company's future cash flows.
f ranchise and explains how to use the data.
Economists, by indiscriminately invoking the
Law of O ne Price, treat all industries as A valuation model cannot be formulated, of
commodity industries, in which brand course, with total disregard for the kind of data the
f ranchise has no value. As a result of the model requires. T he data required for a satisfactory
strategic choices companies make, however, model should have the following characteristics:
consumers experience the reality the Law T he data should be verifiable, at least in
of Two Prices on the shelves of their f riendly principle. W hen data are verifiable,
retailers every day. T he neglect by economists "objectivity" ceases to be an issue. T he data
of the reality of f ranchise pricing results in a should not be opinions about the future.
wholly unnecessary mystique regarding these O pinions cannot be verified.
high prices unnecessary because the Data specific to a particular asset should
marketing and economic aspects of brand reflect the specifics of the asset-not the
f ranchises are easily linked. interaction of the asset with general
A ccounting principles exacerbate the economic conditions or someone's opinion
problem of valuing brand f ranchises. C hurchill about future prosperity. A simple test for
once said that the U nited States and B ritain the specificity of the data is whether the data
were two nations separated by a common would be the same in a different economic or
language. I nvestment analysts and marketing market climate.
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
B USIN ESS VALU ATI O N DIGEST 27
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
28 B USIN ESS VALU ATI O N DIGEST
about transactions by focusing on the manu- f rom one brand to another or to unbranded
facturer's brand. I n a process not unlike competitive products, it has nothing to do with
falling in love, consumers replace their scarcity or market equilibrium-hence, nothing to do
generalized ideal of what a product should be with price theory. So, the task of analyzing the
with the highly particularized image of a value of a f ranchise has little in common with the
specific brand. I f they prefer Fords, then task of analyzing the value of plant, property, and
every way in which a C hevy differs f rom a equipment.
Ford makes the C hevy less desirable. T heir
T he costs of marketing often include a
prefer red brands become the standards by
significant fixed element. 1 W hen the size of that
which all other similar products are judged.
element is not known (i.e., when firms do not
Consumers are not unwilling to buy the
report their fixed costs separately for
others, but they are willing to pay more for
manu facturing and for marketing), pricing that
their ideal brands. O f course, which
investment is a challenge. B ut analysts can estimate
competing product is the ideal differs for
the costs. T his discussion of how to value a brand
different consumers. Each brand, C hevy and
f ranchise considers three issues that brand
Ford, has its own group of loyal customers
f ranchise raises for investors:
its brand f ranchise.
the estimation problem in the case where
Marketing and the Brand Franchise fixed costs are either known or small
I deally, a manu facturer would price each sale enough to ignore,
transaction according to whether the buyer the economics of brand f ranchise when
was in its f ranchise or not, but this approach fixed costs are important, and
is usually impractical. I n practice, the the impact of brand f ranchise on monopoly
manu facturer that chooses the lower price power, with particular attention to fixed costs,
can sell everything that it can economically sunk costs, and ease of entry.
make at that lower price (in economics, can
realize the full value of the scarcity rents on The Estimation Problem.
its plant capacity) and, of course, because Customers are fickle. A n industry may appear to
sales are not restricted to its f ranchise, the have stable and unchanging f ranchise shares, but it
manu facturer who chooses to sell at the lower is actually in constant flux. T he competitors'
price is f ree not to engage in product f ranchise shares are like swimming holes in a river;
innovation, advertising, or promotion. T he water is constantly flowing in and flowing out,
manu facturer that chooses the higher price is although the overall level of each hole may change
restricting its branded output, ir respective of little. To maintain its f ranchise, a manu facturer
how much capacity the manu facturer has, to must take customers away f rom its competitors as
the size of its f ranchise market. T herefore, fast as they are taking away customers f rom the
this manu facturer does whatever it can to manu facturer.
increase its f ranchise- product innovation,
To begin estimating the costs of supporting a
advertising, and promotion. T he
brand f ranchise, assume that, net of any fixed
manu facturer uses the higher-priced
marketing costs in the industry, a competitor can
marketing effort to increase (or defend) its
romance away twice as many potential customers if
share of the f ranchise in its industry.
it spends twice as much and vice versa. I f a
W hen consumers choose to buy at the manu facturer's f ranchise is measured by its gross
lower price, they are not affecting total cash " flow-back," z (f ranchise share multiplied by
supply or total demand. So, their choice is brand premium) and its marketing effort net of
not affecting the scarcity of production fixed marketing costs is defined as (both variables
capacity or the scarcity rents on that capacity. at annual rates), then one-period changes in gross
Because the choice merely shifts consumers
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
B USIN ESS VALU ATI O N DIGEST 29
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
30 B USIN ESS VALU ATI O N DIGEST
effort, or
0 = ( *z ^ z . (15)
z u* =z [
z +F ] so
(10) ^
=z 1 F.
v* = z (
z
. (16)
[ ( ]
For the industry as a whole, we have
*
z v* = z 1
. (17)
z = u F z (11)
z
= 0
I n this result, fixed costs are not explicit. W hen we
hence, introduced fixed costs, we defined v as equal to u -
(u F ) = z (12a) F and * as equal to u* F if, on average, all
and competitors have the same fixed costs. O n the other
hand, Equations 13-19 assume away differences in
(u F )
= . (12b) marketing efficiency-that is, assume = ^ for
z different competitors.
Substituting in the expression for net flow- T he present value of a f ranchise share z
back produces discounted at market rate is
z u* = z [ 1
z
(u F )
F . ]
(13) z
=
1 [ (u F)
z
] F
. (18)
Recall that our first criterion for a
satisfactory model was that the data be
verifiable. O ne variable in the formula for For an established competitor, the incremental rate
measuring f ranchise value should probably be of return is
treated as a forecast rather than as a (z u*) = (z u*) z ,
verifiable fact and, indeed, a forecast that u z u
depends on events outside the industry. T hat (19)
variable is z the industry's total f ranchise,
measured in gross cash flow. It depends on
= 1 [ (u F )
z
] <.
overall industry sales, which usually depend T he rate of return goes up with the gross flow-
on prosperity beyond the industry. W hen back f rom the industry's f ranchise, goes down with
investors forecast this number, they are the level of rivalry, u and goes up with the
"timing" the industry. T he way to avoid such number of competitors.
timing is to use the forecast that best explains
Brand Franchise and Monopoly Power.
the cur rent market prices of companies in
the industry. ( T he current value of z is I n a marketing war, the level of rivalry is so high
observable but probably not relevant.) that net flow-back becomes negative. T he bigger
the f ranchise share, the bigger the rate of loss.
T he other variables in the formula are
Marketing wars are basically wars of attrition
verifiable. T hey are specific to the firm and
intended to exhaust competitors' bor rowing power.
its industry, and they are not in fluenced by
For example, if Competitor A has the same size
anybody's forecasts or anybody's arbitrary
f ranchise as Competitor B (and the same marketing
rules:
efficiency) but more untapped bor rowing power, B
z ^
z
=
z(
z
(14) will run out of steam sooner than A ; A will win the
war. I f, on the other hand, A and B have equal
Maintenance level v* of v is defined by untapped bor rowing power but A's f ranchise
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
B USIN ESS VALU ATI O N DIGEST 31
(hence, its rate of loss) is bigger, then B will win Differentiating the maintenance cost
the war. To win such a war, a company must have expression with respect to F produces
a higher ratio of bor rowing power to f ranchise u* =1 nz .
than its competitors have. Because the purpose of a F z (22)
marketing war is to force a competitor to abandon
A new competitor's maintenance level of u
its f ranchise, no rational lender will rely on
will fall with increasing F if its f ranchise
f ranchise value as the security for a loan. So,
bor rowing power depends on the value of the plant satisfies
> z
3
(less liabilities). A marketing war ends when a z = Average z.
n (23)
competitor either exhausts its bor rowing power or,
seeing that its cause is hopeless, abandons defense So, acquiring competing companies, if
of its f ranchise. Either way, a marketing war shifts they are large, evidently pays. (Consider the
f ranchise share toward the competitor with the extreme case of Company Q acquiring a
highest ratio of bor rowing power to f ranchise. A nd
company of negligible size: Company Q's z
because marketing wars benefit those competitors,
does not increase, but its n falls by 1.)
they can be more aggressive in marketing peace.
Calculating
W hen rivalry escalates, high-ratio competitors lead
z z , (24)
the way, with low-ratio competitors following willy- = 2
n n n
nilly.
B ut there is no point entering an industry if shows that when a company is acquired (i.e.,
you aren't su fficiently well capitalized to defend when n falls by 1), the industry average
your entry. Companies do not have to compete for increases by z/n 2 . So, the rule is: N ever
f ranchise in order to enter an industry, but when acquire a company with f ranchise z such that
they enter the battle for brand f ranchise, they incur z<z/(n 2). Large established firms benefit by
the maintenance-level costs of their marketing encouraging new firms, not merely because
efforts. So, maintenance cost (see Equation 9), entry reduces their maintenance costs, but
(u F ) because it lowers the threshold for acquisition
u* = z + F . (20a) targets. (Small companies who would prefer
z
can be used as the measure of ease for entrants to be priced as potential takeover targets will
that expect to compete for f ranchises. We can also favor entry.)
rewrite this expression as
The Two Meanings of
nz + z u
u* = F 1 "Competition"
z z (20b)
W hen economists talk about competition,
Differentiating with respect to n produces
their ideal is an industry that pushes output
u* = Fz . up to the point where marginal cost equals
n z (21)
price. U nless demand is per fectly price
Because F, z, and z are all positive, entry of a elastic, however, increments in output will
competitor always lowers maintenance cost for lower equilibrium price-penalizing all output
existing competitors. We conclude that what and causing marginal revenue to be less than
established competitors should fear is not entry but, price. So, it usually pays an industry not to
rather, entry of financially strong competitors. produce up to the per fectly competitive level.
Lawyers often assume that higher fixed costs T he owner of the industry's marginal
will make entry more difficult. Does it pay capacity, however, is concerned only with the
established competitors to increase the industry's price penalty on its own output. I f this
fixed marketing costs-for example, by increasing the manu facturer is small if it has limited
f requency of new-product introductions? capacity the price penalty will be less
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
32 B USIN ESS VALU ATI O N DIGEST
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
B USIN ESS VALU ATI O N DIGEST 33
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S
34 B USIN ESS VALU ATI O N DIGEST
Notes References
1. Classic examples of fixed marketing costs are the A xelrod, Robert. 1984. The Evolution of Cooperation. N ew
creative costs of an advertising campaign costs that York: Basic Books.
must be incurred before a single TV spot or page in
Newsweek has run. Costs of developing a new product B u ffa, Elwood S. 1984. Meeting the Competitive Challenge .
may also be considered part of marketing costs. H omewood, I L : Dow Jones-I rwin.
Development costs must be incurred before the sales force
O xen feldt, A lf red R. 1962. Models of Markets. N ew York:
can sell the product, before advertising can promote it, and
Columbia U niversity Press.
so on. Typically, these fixed costs must be incurred in
order for the "variable" costs of marketing to have any Porter, Michael E. 1976. Interbrand Choice, Strategy and
value, and the fixed costs are independent of the scale of Bilateral Market Power . Cambridge, M A : H arvard
the marketing program-specifically, of sales volume, the U niversity Press.
size of the sales force, the size of the media buy, and so
on. A car maker can choose to economize on its ---. 1985. Competitive Advantage . N ew York: F ree Press.
manufacturing fixed costs-rearranging the chrome, for
Reis, A l, and Jack Trout. 1981. Positioning: The Battle for
example, when a competitor introduces a genuinely new
Your Mind. N ew York: McG raw- H ill.
model. But this choice is not rigidly dictated by the size of
its franchise or the scale of its marketing effort. And the ---. 1986. Marketing Warfare . N ew York: McG raw- H ill.
car maker is deferring, rather than actually reducing, its
costs. For long-range planning or investment analysis, Spence, A . Michael. 1974. Market Signaling. Cambridge,
representative or long-term averages of fixed marketing M A : H arvard U niversity Press.
costs are appropriate.
Srivastava, Rajendra K ., Tasadduq A . Shervani, and Liam
2. The cost of product development is a marketing cost. Fahey. 1998. " Market-Based Assets and Shareholder
Does the competitor develop its new products (or product Value: A F ramework for A nalysis." Journal of Marketing,
improvements) in a corner of the factory? Do the key
vol. 62, no. 1 (January): 2-18.
professionals wear laboratory smocks rather than the
power suits favored by the company's salesforce? If so, Yip, G eorge S. 1982. Barriers to Entry. Lexington, M A :
should we conclude that product development is a cost of Lexington Books.
production rather than marketing? No because what
matters (in analyzing production, as well as marketing) is
the purpose for which the competitor incurs the costs.
When we distinguish between competitors, who care
about the size of their brand franchise, and producers, who
do not, we find that product development, like advertising,
is a cost producers choose not to incur. So, we know what
the purpose of product development is.
3. The value of the plant derives from its economic, or
scarcity, rent. This rent is the difference between the unit
variable cost of producing in that plant and (in a
competitive industry) marginal cost the unit cost of
producing in the marginal plant. On the one hand, per unit
of capacity, the higher the unit variable cost of producing
in the plant, the lower the rent on the plant. On the other
hand, the risk regarding the future rent depends only on
the unit cost for the industry's marginal plant (i.e., on
uncertainty about which plant will be marginal). So, the
absolute risk is the same for all plants irrespective of the
absolute rent. And when industry demand expectations
change, competitors' borrowing power does not change
proportionately. Still, a useful generalization is possible:
Copyright, 1999, Financial Analysts Journal. Reproduced
Other things being equal, the competitors with low-cost
and Republished with permission from the Association for
plants cope more effectively with both marketing wars and
marketing peace. Investment Management and Research. All rights
Reserved.
4. Keep in mind that lawyers make an important
distinction between fixed costs and sunk costs (see
Appendix A). Jack Treynor is president of
Treynor Capital Management, Inc.
T H E C A N A D I A N I N S T I T U T E O F C H A R T E R E D B U S I N E S S V A L U A T O R S