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VOLUME 6

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

IN THIS Valuing dotcoms


ISSUE they wont make it disappear. I nternet stocks
Introduction
Valuing dotcoms . . 1 are highly volatile for sound and logical
Making Persuasive You dont have to step through the looking glass
reasons, and they will remain highly volatile.
Presentations in into a parallel universe to understand the
Court . . . . . . . . . 8 valuations of Internet stocks. Discounted-cash-flow
Whats it Worth? DCF analysis when there is
analysis can focus your mind on the right issues,
A General Managers
help you see the risks, and separate the winners
no CF to D
Guide to Valuation.. 14
The investment from the losers. T hree related factors make it hard to value
Value of Brand I nternet companies. First, like many start-
Franchise. . . . . . 26
ups, they typically have losses or very small
I n the present era of cheap and accessible profits for a few years, partly because of the
capital, I nternet entrepreneurs have
high marketing costs (aimed at attracting
succeeded in quickly transforming their
customers) that they must write off against
business ideas into billion-dollar valuations
cur rent earnings. Second, these companies
that seem to defy the common wisdom about
are growing at very high rates; successful
profits, multiples, and the short-term focus
ones will increase their revenues by 100
of capital markets. Valuing these high-
times or more in the early going. Finally,
growth, high-uncertainty, high-loss firms has
the fate of these companies is quite
The Business Valuation Digest is a been a challenge, to say the least; some
publication of The Canadian Institute of uncertain.
Chartered Business Valuators. It is practitioners have even described it as a
published semi-annually and is Shorthand valuation approaches, including
supplied free of charge to all Members, hopeless one.
Subscribers and Registered Students price-to-earnings and revenue multiples, are
of the Institute. I n this article, we respond to that
meaningless when there are no earnings and
challenge by using a classic discounted-cash-
Statements and opinions expressed by revenues are growing astronomically. Some
the authors and contributors in the
flow (D C F) approach to valuation, buttressed
articles published in the Digest are analysts have suggested benchmarks such as
their own, and are not endorsed by, by microeconomic analysis and probability-
nor are they necessarily those of the multiples of customers or multiples of
Institute or the Editorial Advisory weighted scenarios. A lthough D C F may
Board.
revenues three years out. T hese approaches
sound suspiciously retro, we believe that it
are fundamentally flawed: speculating about
EDITOR:
works where other methods fail, rein forcing
Blair Roblin, CBV, LLB a future that is only three or even five years
the continuing relevance of basic economics
EDITORIAL ADVISORY BOARD: away just isn't very useful when high growth
Mark L. Berenblut, CA, CBV and finance, even in uncharted I nternet
Nora V. Murrant, CA, FCBV will continue for an additional ten years.
John E. Walker, CA, CBV, LLB ter ritory 1 . Yet it is important to bear in mind
More important, these shorthand methods
that while the valuation techniques we sketch
All rights reserved. No part of this
publication may be reproduced, stored
can't account for the uniqueness of each
out can help bound and quantify uncertainty,
in a retrieval system, or transmitted, in company.
any form or by any means, electronic,
mechanical, photocopying, recording,
1For a complete discussion of the DCF approach, see Tom Copeland, T he best way of valuing I nternet
or otherwise, without the prior written
permission of the CICBV. Timothy M. Koller, and Jack Murrin, Valuation: Measuring and Managing companies is to return to economic
the Value of Companies, second edition, New York: John Wiley & Sons,
For more information, please contact: 1995. Chapter 3 "Cash Is King," may be of particular interest. fundamentals with the D C F approach, which
The Canadian Institute of Chartered
Business Valuators
277 Wellington Street West, 5th Floor
Toronto, Ontario M5V 3H2
Tel: 416-204-3396
Fax: 416-977-8585
The Canadian Institute of Chartered Business Valuators
2 B USIN ESS VALU ATI O N DIGEST

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

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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.

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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

3We capture cash-flow risk through the probability-weighting of scenarios,


so the cost of equity applied to each of them shouldn't include any extra
premium; it can consist of the risk-free rate, an industry-average beta, and
a general market-risk premium.

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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,

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revenues per customer than Loyalty.com does and


has similar contribution margins, its economic
model is not sustainable. Loyalty.com will find it
much easier to grow because it doesn't have to find
as many new customers each year. Since
Loyalty.com will have substantially lower customer
acquisition costs than Turnover.com, Loyalty.com's
figures for earnings before income tax (E B I T ) will
turn more positive quickly. I f Loyalty.com and
Turnover.com invested the same amount of money
in efforts to acquire customers over the next ten
with different customer economics might evolve years, and other factors remained the same, the
over time (E xhibit 5, on page 6). Each had revenue growth and E B I T patterns of the two
$100 million in revenues in 1999 and an companies would vary a good deal (E xhibit 6). T his
operating loss of $3 million. O n traditional in turn means that their D C F values would differ
financial statements, the two companies look radically, despite similar short-term financial results.
very much the same. Deeper analysis, however,
using the customer economics model, reveals Uncertainty is Here to Stay
striking differences. By using the adapted D C F approach outlined here,
T he lifetime value of a typical Loyalty.com we can generate reasonable valuations for seemingly
customer is $50 over an average of five years; unreasonable businesses. B ut investors and
the typical Turnover.com customer is worth -$1 companies entering fast-growth markets like those
over two years. T he difference in the value of a related to the I nternet face huge uncertainties.
customer reflects the churn rate (20 percent Look at what could happen under our four
attrition each year for Loyalty.com versus 46 scenarios to an investor who holds a share of
percent for Turnover.com) and Turnover.com's A mazon stock for ten years after buying it in 1999.
higher acquisition costs. I f Scenario A plays out, the investor will earn a
Even though Turnover.com earns higher 23 percent annual return, and it will seem that in

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1999 the market significantly undervalued A mazon.


I f Scenario C plays out, the investor will earn about
7 percent a year, and it will seem that the company
was substantially overvalued in 1999. T hese high or
low returns should not, however, be interpreted as
implying that its 1999 share price was ir rational;
they reflect uncertainty about the future.
A great deal of this uncertainty is associated with
the problem of identifying the winner in a large
competitive field: in the world of high-tech initial
public offerings, not every I nternet company can
become the next Microsoft or Cisco systems.
H istory shows that a small number of players will
win big while the vast majority will toil away amid
obscurity and worthless options, and it is hard to
predict which companies will prosper and which
will not 4 . N either investors nor companies can do
anything about this uncertainty, and that is why
investors are always told to diversify their portfolios
- and why companies don't pay cash when
acquiring I nternet firms.
The authors thank Pat Anslinger, Ennius Bergsma,

Reprinted with the permission from the McKinsey


Quarterly.

Michael Drexler and Jan Schultink for their


contributions to the methods described in this
article.
Driek Desmet is a principal in McKinseys London
office; Tracy Francis is an alumna of the Sydney
office; Alice Hu is a consultant and Tim Koller is a
principal in the Amsterdam office; and George
Riedel is a principal in the Sydney office. This
article is adapted from a chapter in the third
edition of Valuation: Measuring and Managing the
Value of Companies (New York: John Wiley &
Sons), to be published in the United States in
summer 2000. Copyright 2000 McKinsey &
4Morgan Stanley research on 1,243 technology initial public offerings has shown that Company. All rights reserved.
more than 86 percent of the value created in them during the past decade came from www.mckinseyquarterly.com
only 5 percent of the companies.

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BY DENNIS BINGHAM, CBA, CMA, CFM


Making Persuasive
Presentations in Court
Introduction your job to present your case to the trier of fact
in a convincing and help ful manner. So
Business appraisers frequently encounter
concentrate on them, speak to them, and read
problems effectively communicating financial data
their reactions. Remember the trier of fact is
to non-financially oriented audiences. Because of
your audience.
this communication gap with users, the value of
effective communications by business appraisers 2. Be Conversational
cannot be emphasized enough. Many, if not most, people speak differently when
Appraisers frequently present data in a format they are deposed or testifying than when having
suitable for their own needs and forget the needs a normal conversation.
of their audience. Consequently, an important step H owever, our most effective communication
in improving the communication of data is generally occurs when we talk to people
recognizing that users - business owners, attorneys, naturally. A ccordingly, try to maintain your
judges, and jurors - generally have non-financial normal conversation style and tone. I f
backgrounds. appropriate, you should occasionally speak more
According to Elaine Lewis, a nationally known softly, causing the trier of fact to "listen up",
witness consultant, " although it is of great value when presenting key points and/or immediately
to have an expert who is thorough in his after key points. Remember your objective is to
valuations, if the material isn't 'packaged' well in be understood and remembered.
court, it is difficult to persuade anyone to 'buy' it 3. Time - Use It Wisely
over the other product. Therefore, once an expert T he attention span of most judges and jurors is
is clear on how to handle the basics, it is time to very short. You have only about 15 to 20 seconds
give attention to other techniques that can make to communicate your ideas and/or answers to
presentation of the expert - experienced or not - questions (the average broadcast sound bite).
more powerful and persuasive in court. " 1 A ccordingly, get to the point immediately and be
concise.
Presentation Ideas 4. Visit the Courtroom
T he remainder of this article presents V isit the courtroom before the trial so you have
ideas for making your presentations more an accurate view of the layout, including where
persuasive, and more likely to be understood you will be in relation to the judge and jury.
and remembered. N ot all of these ideas will Determine if the courtroom is setup for video
be applicable in all circumstances. Use your displays or overheads and if microphones are
judgment as to which of these ideas are most available.
appropriate for a particular case.
Before preparing your exhibits, think about how
1. Know Your Audience far the exhibit will be f rom the judge and jury.
Remember your audience is the trier of T hen consider the point type and type selection
fact (i.e., judge, jury, or arbitrator). Your needed to read the exhibits com fortably. I n order
audience is not the attorneys or other to read an exhibit com fortably f rom 10 to 15 feet
experts in the case. you should consider a minimum of a 36-point
T he opposing counsel and expert may type and preferably a 48-point type. H owever,
object, roll their eyes, groan, or furiously readability also depends on type selection -
take notes. Ignore them! It is their job to characteristics of the font in terms of character
present their case and to refute yours. It is weight, width, and spacing. Because of these

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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%

Figure 1 All Years 1446 27.0% 35.7%


Returns on Investment Source: George P. Roach, Control Premiums and Strategic
Movers, Business Valaution Review, June 1998, p.44.
40.0%
T he more in formation, the larger the
30.0%
distraction f rom what you are saying and
20.0%
the more likely the audience will be out
10.0% ROA
ROE of sync with that you are saying.
0.0%
T he more in formation, the bigger the
1994 1995 1996 1997 chance of con fusion and questions which
lead to f rustration.
Table 1
Review of Control Premiums Sorted By Year of Acquisitions
Premium
Year Observations P/E B/Book Value P/Revenue TIC/EDITDA 5 Day 30Day
1992 60 21.08 N/A 0.53 N/A 23.4% 32.3%
1993 120 17.58 N/A 0.66 N/A 31.5% 36.1%
1994 201 20.42 N/A 0.69 N/A 26.2% 36.1%
1995 279 19.15 3.75 1.23 11.4 28.1% 39.2%
1996 414 23.51 2.87 1.39 9.42 23.9% 31.1%
1997 372 23.87 2.84 1.84 9.09 26.0% 37.8%
All Years 1446 22.17 2.97 1.33 9.42 27.0% 35.7%
Source: George P. Roach, Control Premiums and Strategic Movers, Business Valaution Review, June 1998, p.44.

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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%

Averages 31.0% 32.8%

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
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%

of fact to remember? Possibly both a hierarchy. H owever, because grays have a


concise, descriptive title and an natural hierarchy, varying shades can often
explanatory caption are appropriate. show quantities better than colour.
13. Add Interest With Colour 14. Review Your Presentation For Reasonableness
Computer software allows for the use of a T he last idea for making your presentations
vast range of colours. H owever, some more persuasive is to review your presentation.
simple principles of colour can help in Ask yourself the following questions:
selecting the right colour(s) for your H as the source of the data been disclosed?
presentation.
H as the data been obtained f rom a reliable
A lthough colours are neither warm nor neutral source or has the data been obtained
cool in a physical sense, they can impart f rom a source with a possible bias?
feelings of warmth or coolness. To the
Is the data representative of the entity being
eye, warm colours tend to advance and
valued?
cool colours tend to recede. G enerally,
H as a complete and accurate description of the
cool colours are good for close-up viewing
data analysis been provided?
and warm colours are better for dramatic
displays. Red, orange, and yellow are H ave terms such as "average" been defined.
considered "warm" colours; green, blue, For example: in most disputes each side
and violet are considered "cool" colours. indicates a different value for average
earnings. A re earnings after taxes, before
W hen using colour, use it to emphasize
taxes, before taxes and interest, or before
important points and use it consistently to
taxes, interest and depreciation?
represent categories or classes throughout
your presentation. Remember, you can W hat time period was used in determining
use too much colour! average earnings - the most recent twelve
months, the most recent fiscal years or a
N ote: Colour can often be con fusing when weighted average of several years?
attempting to present an ordered

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B USIN ESS VALU ATI O N DIGEST 13

H as a scale been clearly indicated for all graphs? Conclusion:


Is the scale clearly shown on the graph? I f a T he bottom line, if your audience does not
scale is not shown or concealed, the wrong understand or remember what you have said,
impression may be drawn. it will make no difference how well you
I f more than one variable is shown in a understand or prepare a business appraisal.
graph, have different scales been used? Focus on your audience's needs in order to
Different scales can lead to the wrong improve the likelihood that they will
impression being drawn. 7 understand and remember your message.
Is the conclusion consistent with the facts?
Is there a casual relationship shown by the
analysis?
Is your premise really supported by the data
presented?
T hese questions can also be used when reviewing
an opposing expert's presentation.

1Elaine Lewis, Guest article - Preparing for Trial: Packaging the


presentation, Shannon Pratt's Business Valuation Update, October 1998,
pp. 1-3.
2Litigation Support and Expert Witness Training for The Business Appraiser
- An Interactive Workshop, The Institute of Business Appraisers, 1997, pg.
84.
3Granville N. Toogood, The Articulate Executive. McGraw-Hill, 1996, pp.
141-142.
4Raymond C. Miles, Rounding Value Estimates, Business Valuation
Reprinted with the permission from The Business
Review, June 1988, pp. 50-53.
Appraisal Practice.
5David Targett, Quantitative Methods, Heriot-Watt Business School MBA
Series, Pitman Publishing, 1995, p. 3/3.
6Philip Brady, Using Type Right, NTC Business Books, 1998, p. 52
Dennis Bingham, CBA, CMA, CFM is President of
7Edward R. Tufte, The Visual Display of Quantitative Information, Graphics
Corporate Appraisal, Inc. in Eden Prairie, MN.
Press, 1983, page 154.

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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.

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B USIN ESS VALU ATI O N DIGEST 15

has already invested in the activity or is


deciding now whether to do so. T he question
Fortunately, today's computers make a one-size-fits-all is, H ow much are the expected future cash
approach unnecessary and, in fact, suboptimal. flows worth, once the company has made all
T hree complementary tools one for each type of the major discretionary investments?
valuation problem - will outper form the single tool T hat is precisely the problem at which
(WAC C-based D C F) that most companies now use as traditional D C F methods are aimed. A
their workhorse valuation methodology. discounted-cash-flow analysis regards
businesses as a series of risky cash flows
Valuing Operations: Adjusted Present stretching into the future. T he analyst's task
Value is first, to forecast expected future cash flows,
period by period, and second, to discount the
T he most basic valuation problem is valuing
forecasts to present value at the opportunity
operations, or assets-in-place. O ften managers need to
cost of funds. T he opportunity cost is the
return a company (or its owners)
The Basic Logic of could
Discounted-Cash-Flow Valuation expect to earn on an alternative
investment
DCF valuation entailing the same risk.
methodologies The concept
are all built on a future value = present value (1 + interest rate)
Managers can get
simple relationship benchmarks for the appropriate
between present That concept produces
present value =
future value opportunity
value and this relationship: 1 + interest rate cost by observing how similar
future value.
risks are priced
To apply the fundamental DCF relationship to a business, we modify the relationship by capital markets, because such
so that the present value equals the sum of the future cash flows adjusted for timing markets are
and risk. a part of investors' set of
Cash Flow and Risk alternative
opportunities.
Future value corresponds to future business
cash flows, CF. But business cash flows are uncertain, so we O pportunity cost consists
discount expected cash flows: E(CF).
partly of time value the return
n
on a nominally risk-f ree
present value = (1E(CF)t
t=0
+ k)t
investment. T his is the return
you earn for being patient
without bearing any risk.
Timing
O pportunity cost also includes a
Because business cash Risk risk premium the extra return
flows occur over many
future periods, we locate Because business cash you can expect
them in time, then discount flows are risky, investors
demand a higher return: commensurate with the risk you
and add them all.
the discount rate, k, are willing to bear. T he cash-
contains a risk premium. flow forecasts and the
opportunity cost are combined
in the basic D C F relationship.
estimate the value of an ongoing business or of some
(See the exhibit, " T he Basic
part of one a particular product, market or line of
Logic of Discounted-Cash-Flow Valuation.")
business. O r they might be considering a new
equipment purchase, a change in suppliers, or an Today most companies execute
acquisition. I n each case, whether the operation in discounted-cash flow valuations using the
question is large or small, whether it is a whole following approach: First, they forecast
business or only a part of one, the corporation either business cash flows (such as revenues,

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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,

New Valuation Practices Are on the Way


Valuation practices are changing already. T he tree analysis. T he primary purpose of such
question is not whether companies will adapt, but evaluation will not be to arbitrate go-or-no-go
when. B usiness schools and textbooks continue to decisions (Should we invest or not?) but to make
teach the method based on the weighted-average more refined comparisons (Should we invest this way
cost of capital (WAC C) because it is the standard, or that way?) and to support line managers with
not because it per forms best. B ut some business more formal analyses ( H ow can we take further
schools already teach alternative methodologies. advantage of our position in this market?.
Consulting and professional firms are actively E nhanced analytical capabilities will reside inside
studying and modifying their approaches to corporations, not solely in fee-for-service
valuation. A nd new valuation books, software, and professional boutiques. T he power of valuation
seminars are appearing on the market. analyses is enhanced more by a deep understanding
H ere's some of what's coming: of the business than by general experience with
Companies will routinely use more than one valuation. I nsiders can learn valuation more readily
formal valuation methodology. T he primary than outsiders can learn the business.
purpose will not be redundancy (to get more G ood corporate capital-budgeting processes will
than one opinion about a project's value), but be less rigid and more adaptive. N ote mere
analytical tailoring (to use a methodology that systemizations of a single valuation approach,
fits the problem at hand). they will synthesize insights f rom different
Discounted cash flows will remain the approaches according to the business characteristics
foundation of most formal valuation analyses. of the project or opportunity. T his should comes as
B ut WAC C will be displaced as the D C F good news to line managers.
methodology of choice by adjusted present T he trend toward more active participation by
value or something very much like it. the C F O and other financial executives in
Many companies will routinely evaluate strategy formulation and business development
the opportunities inherent in such activities as (both of which precede capital budgeting)
R& D and marketing by using tools derived should continue. I n fact, it may accelerate.
f rom option pricing, simulation, and decision-

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B USIN ESS VALU ATI O N DIGEST 17

The Limitations of WACC


T he WAC C formula is a tax-adjusted discount rate. it? A ccordingly, some specialists customize their
T hat is, when used as a discount rate in a D C F estimates of WAC C with subtle adjustments.
calculation, WAC C is supposed to pick up the tax U n fortunately, the adjustments then are buried in
advantage associated with corporate bor rowing. For a an intimidating formula, one and a half lines long,
simple capital structure: in a single cell of a spreadsheet. E r rors and
WAC C = (debt/debt+equity)(cost of debt)(1- corporate assumptions, whatever they are, will probably
tax rate) + (equity/debt+equity)(cost of equity). remain hidden f rom view.
A nd er rors are indeed likely. T he "automatic"
T he cost of debt and the cost of equity are both feature of WAC C relies on fairly restrictive
opportunity costs, each consisting of time value and assumptions to get the value of interest tax shields
its own risk premium. B ut WAC C also contains capital just right. With non-plain-vanilla debt securities
structure ratios and an adjustment reflecting the term 1 (such as high-yield debt, floating-rate debt,
minus the corporate tax rate . Together, these have the effect original-issue-discount debt, convertible debt, tax-
of modestly lowering WAC C. exempt debt, and credit-enhanced debt), WAC C
T his in turn gives a higher present value than one would has an excellent chance of misvaluing the interest
obtain by discounting at a non-tax-adjusted opportunity tax shields or, which is probably worse, misvaluing
cost. W hen WAC C works as intended, the exact value of the other cash flows associated with the project or
interest shields is automatically included in the present its financing. I n general, companies with complex
value of the project. tax positions will be poorly served by WAC C. It is
N ote that to use WAC C in this fashion is to rely on even more unrealistic for the sort of complexity
one term - 1 minus the corporate tax rate - in this discount encountered in, for example, cross-border capital-
rate to automatically make all the adjustments required by budgeting problems.
a complex capital structure. H ow many corporations
inhabit a world so neat that one parameter can summarize

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

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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

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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

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considering whether to invest $1 million to pricing? T he value of the opportunity is positive,


modify an existing product for an emerging not negative. T hat is always true as long as time
market. A D C F analysis of the expected cash and uncertainty remain. T he company should not
flows shows them to be worth only about invest the $1 million now to do so would be to
$900,000. H owever, the market is volatile, so waste $100,000 but neither should it forget about
that value is likely to change. A combination ever investing. I n fact, the odds are pretty good
of patents and know-how will protect the that it will want to invest two years f rom now. I n
company's opportunity to make this the meantime, the product or country manager
investment at least two more years. A fter monitors developments. H e or she focuses not only
that, the opportunity may be gone. V iewed on N P V but also on the proper timing of an
conventionally, this proposal's N P V is investment. A lternatively, if the company doesn't
negative $100,000. B ut the opportunity to want to invest and doesn't want to wait and see, it
wait a couple of years to see what happens is can think about how to capture the value of the
valuable. I n effect, the company owns a two- opportunity now. T he option value gives it an idea
year call option with an exercise price of $1 of what someone might pay now for a license to
million on underlying assets worth $900,000. introduce the new product. I n the same way, the
We need only two more pieces of option value can help a company think about how
in formation to value this business much to pay to acquire such a license or to acquire
opportunity as a E uropean call option: the a small business whose most interesting asset is such
risk-f ree rate of return (this is the same as an opportunity.
the time value refer red to above - suppose Long-lived opportunities in volatile business
it's 7%); and some measure of how risky the environments are so poorly handled by D C F
cash flows are. For the latter, suppose that valuation methods than an option-pricing analysis
annual changes in the value of these cash does not have to be very sophisticated to produce
flows have a standard deviation of 30% per worthwhile insight. A pragmatic way to use option
year, a moderate figure for business cash pricing is as a supplement, not a replacement, for
flows. N ow, a simple option-pricing model, the valuation methodology already in use. T he
such as the Black-Scholes model, gives the extra insight may be enough to change, or least
value of this call as about $160,000. 3 seriously challenge, decisions implied by traditional
W hat did the company learn f rom option D C F analyses.

What Makes Opportunities different?


Assets-in-place looks like this: Opportunities look like this:

cash flow cash flow


good news invest

invest bad news cash flow good news dont invest cash flow

good news cash flow invest cash flow


dont invest bad news

bad news dont invest


cash flow 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.

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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.

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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.

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Taxanomy of Valuation Problems and Methods

What are the different types of valuation problems encountered?


Think of a stylized balanced sheet for the business.

Balance sheet
Assets Liabilities and equity

Past investment decisions 1. Operations (assets-in-place) Debt claims

Future investment decisions 2. opportunities (real options) 3. Equity claims Securities issued

Each type of problem calls for a different valuation method.

Companies use a broad range of valuation methodologies.

Problem types Recommended valuation sampling of alternate valuation methods


method less formal more formal

Sales multiples EBIT WACC-based


multiples DCF
1. Operations Adjusted present value
Book-value Cash-flow Monte Carlo
(assets-in-place)
multiples multiples simulation

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

Learning New Tools: sequence of good investments, and getting


even one of them wrong can be very
Costs and Benefits
expensive. O r consider industries with only a
As companies adopt valuation techniques made
few significant players that compete head-on
more power ful or accessible by desktop computers,
in nearly all aspects of their businesses.
the good news is that the tools a generalist needs
Companies able to take swift advantage of a
are not very hard to learn. T he time and effort
necessary before the techniques pay off naturally competitor's mistakes should expect the
will depend on a company's situation and its benefits of insightful analyses and the
cur rent finance capabilities. penalties for poor analyses to be
particularly high. Similarly, any company
Benefits will be high for companies that expect
working now to exploit a first mover
to invest heavily in the near future. For them, the
suboptimal execution of a large, multiyear advantage is highly dependent on the success
investment program will be costly. Consider, for of early investments.
example, an industry such as telecommunications, T he costs of upgrading capabilities are
in which capital intensity is coupled with rapid likely to be low for companies that meet one
growth and technological change. Success requires a or more of the following three criteria:

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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

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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

1. See Stewart C. Myers, "Interactions of Corporate Financing and


Investment Decisions - Implications for Capital Budgeting," Journal of
Finance, vol. 29, March 1974, pp. 1-25. APV is sometimes called valuation
in parts or valuation by components.
2. For a more formal and extended discussion of such options, see
Avinash K. Dixit and Robert S. Pindyck, "The Options Approach to Capital Reprinted with the permission from the Harvard
Investment," HBR May-June 1995, pp. 105-15. In particular, Dixit and
Business Review
Pindyck highlight the common, critically important characteristic of
irreversibility in capital investments. When a risky investment is both
irreversible and deferrable, common sense suggests waiting to invest. Timothy A. Luehrman is a visiting associate professor of
3. For the model, see Fischer Black and Myron Scholes, "The Pricing of finance at the Massachusetts Institute of Technology,
Options and Corporate Liabilities," Journal of Political Economy, vol. 81, Sloan School of Management in Cambridge.
May-June 1973, pp. 637-54.

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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.

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B USIN ESS VALU ATI O N DIGEST 27

T he data should not depend on arbitrary Exhibit 1. Life-Cycle Characteristics


decisions by anybody-not the U .S. SE C, Fledgling I ndustry Mature I ndustry
not the Financial A ccounting Standards Product concept evolving Product concept
Board, and certainly not the reporting rapidly stabilized
company. Size of market uncertain Market established
Process-centered Product-centered
Brand Franchise Power manufacturing manufacturing
T he key to the value of brand f ranchises lies in Fluid supplier relationships Stable supplier
relationships
consumer anxiety. T he Law of O ne Price asserts
that, in the absence of transportation and Q uality hard to control Q uality easy to
control
distribution costs, roughly simultaneous transactions
Consumer disappointments Consumer
in a given good or service will have the same price. common disappointments rare
T he law assumes, however, that the parties to the
transaction have what lawyers call a "meeting of the
Later, when the role of the product is
minds." I n actual transactions, the parties have their
well defined and potential demand is clearer,
own mental images of what is being transacted, and
manu facturers build production facilities
these two images are rarely the same.
dedicated to the new product (what B u ffa
For example, in many markets, the seller knows called "product-focused production"). Day in
more than the buyer. T his in formation asymmetry and day out, the same people per form the
is typical of the markets for used cars and second-
same steps in the manu facturing process.
hand watches, and even more characteristic of
T he source of quality problems is identified.
markets for consumables-headache remedies,
Learning takes place, and as production
toothpaste, corn flakes, ketchup, soup, and so on.
problems are solved, knowledge about
I n consumables, the manu facturer knows what raw
solutions circulates throughout the industry.
materials, what equipment, and what workers were
used in the product's manu facture. I n most cases, Consumers, however, cannot forget the
all the consumers can see at the point of purchase pain of the early disappointments. T hey are
is an opaque container. still anxious, which is what gives the power to
brand names. I ndeed, brands can continue to
T he result is anxiety in the mind of the
be important long after the industry has
consumer, which often has its origins in the way
solved its quality problems. T he day
the product is manu factured over its life cycle.
consumers do conquer the last of their
Exhibit 1 summarizes the differences between a
anxieties is the day the industry becomes a
fledgling and a mature industry. W hen an industry
commodity industry. F resh milk is an
is new, the very definition of the product is fluid
example. W hen pasteurization was new, the
and demand is low. So, using general-purpose
reputation of the dairy (e.g., Borden,
rather than dedicated machine shops, foundries,
Beatrice, H ood) was important. Today,
and heat-treating facilities makes economic sense
nobody wor ries about milk quality, and dairy
(what B u ffa [1984] called "process-focused"
production). Q uality at this stage is inevitably brands with their premium prices have
uneven and almost impossible to control. B ut it is largely disappeared.
precisely at this point in the life cycle of the Marketing is most important in the
product that consumers are having their first middle of the cycle, when brand identities
experiences with the product and forming first have been established in consumers' minds
impressions that will be as lasting as their first but consumers are still wor ried about quality:
impressions of people. " A lmost as good as a X erox." " N ot exactly like
H ertz." Marketing experts have known for
years that consumers deal with their anxiety

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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

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flow-back, z, satisfy the equation N ow, consider a single-variable regression of


z = - z, (1) z/z on z : T he suppressed explanatory
variable /z is plausibly uncor related with
where and are coefficients that express the
z, both across competitors and across
sensitivity of change in f ranchise to, respectively,
time. We use the resulting estimate of ^ to
marketing effort and initial f ranchise size.
compute values of for each data point (i.e.,
At every point in time, gains and losses in f ranchise for each competitor at each point in time).
share sum to zero; that is,
We can use this result to distinguish,
z = 0; (2)
competitor by competitor and period by
so, if we assume that , unlike , is the same for all period, between level of marketing effort and
competitors, then efficiency. A small gain in f ranchise share
0 = z, (3) achieved with high efficiency may represent a
with the result that better job of marketing management than a
large gain achieved with an exorbitant effort.

= . (4) We can make this useful distinction, however,
z only when fixed costs are little known or
O bviously, , even if it is the same for all unimportant.
competitors at a point in time, can vary across time.
The Economic Impact of Fixed Costs.
B ut the efficiency with which competitors
transform dollars of marketing effort into change in T he fixed costs of product development and
f ranchise (gross of the -related losses) is in a advertising represent the competitor's
certain sense relative to the other competitors. So, admission ticket to the variable-cost game. 2
then, an appropriately weighted average of the We can measure competitors' total marketing
individual efficiencies should be constant across efforts by the cash outflow u and their total
time-even if individual efficiencies or associated fixed marketing costs (assuming the costs can
weights are changing. Let that average be ^ . T hen, be measured) by F (all variable annual rates).
without any loss of generality, we can write T hen, the variable-cost portion of a
company's marketing effort is u - F . I n
= ^ , (5)
industries where fixed advertising and
and assert that ^ is constant across time.
development costs are important, change in
T he basic model then becomes f ranchise is
z = (u - F ) z. (8)
z = - ^ z , (6)
z T he value of z to investors is reduced by the
where the expression in parentheses, like , is marketing effort required to maintain the
observable. T he unknown coefficient is not company's market share. T he maintenance
necessarily constant across time for the same value of u (the value at which f ranchise gains
competitor. just offset f ranchise losses) can be termed u*;
Consider regression estimates of the undetermined substituting u* for u in the expression for
coefficients and ^ : I n the cross-section, large 's f ranchise change produces
are likely to be associated with large z's and, (u* F ) - z = 0,
therefore, with large values of (/z z. So, the

u* F = ,
two independent variables are highly cor related. z
Standard er rors of estimate will be cor respondingly and
large. We can minimize this problem by recasting

the regression in the form u* = z + F. (9)

z N et flow-back f rom the investment is gross
= - ^
( (7)
z z
z flow-back minus the maintenance level of

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effort, or
0 = ( *z ^ z . (15)

z u* =z [


z +F ] so
(10) ^

=z 1 F.

v* = z (
z
. (16)

T hen, net flow-back is

[ ( ]
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

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(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

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important to it than if it is big. T he large companies small-scale attempts at entry will


manu facturer will push output closer to the fail. 4 I f marketing expenditures entail significant
point at which the unit cost of producing on fixed costs space in national media, creative spots
the marginal capacity equals the price-that is, for ads good enough to justify the space,
behaving more like the economist's ideal. So, development of new products good enough to
the economist wor ries when, as a result of justify the ads it does not pay a company to have
business combinations or bar riers preventing a f ranchise unless it is a big f ranchise.
new entrants f rom starting small, an industry (I ntroductions of new brands into such an industry
is divided up among a few large firms. may be few and far between.) A big marketing
T he word "competition" has a different effort is needed to defend a big f ranchise. A nd if
meaning for marketing strategists than its the industry requires low-cost capacity to defend a
meaning for economists or accountants. T hey f ranchise, it takes a lot of low-cost capacity to
use it to refer to the battle for brand defend a big f ranchise. I n such industries, low
f ranchise. I n industries where such f ranchises production costs and big f ranchises tend to go
are valuable, companies often spend together.
hundreds of millions of dollars a year in the W hen competitor types are large, they have a
battle. (As in "competitive sports," one big stake in industry pricing. W hen competitors are
company's f ranchise gain is another's loss.) low cost, they have a big stake in output. Will they,
W hen the level of rivalry is high enough,
nevertheless, withhold some of their production? I f
however, it takes more money than the brand
a competitor produces less than its own f ranchise
itself can generate. At that point, competitors
demands, the competition benefits at the expense
turn to their other financial resources
of the competitor, which weakens the competitor's
scarcity rents on their plant capacity. B ut the
ability to defend its f ranchise. (Because marginal
only plant capacity with high scarcity rents is
producers will increase their output when a low-cost
capacity with a low variable unit cost of
competitor reduces its output, the net reduction in
producing, which, of course, is why the
industry output a competitor can achieve is never
valuable f ranchises end up in the hands of
more than half its gross reduction.)
low-cost producers.
E ntry into the battle for f ranchise is obviously
" Low" and "high" as they apply to cost,
daunting. B ut for a producer type, entry requires
however, are relative. H ow does the high-
only some plant with a high unit variable cost of
production-cost type survive in such an
producing and, hence, a low second-hand value.
industry? By not competing for f ranchise
Some industries have fixed costs of production, but
share. I nstead, their output is distributed as
even those costs are usually small compared with
off-brand, generic, or house brand products.
the fixed costs of marketing. So, in an industry
So, such industries have two types of
with high fixed marketing costs, producer types
companies competitors who battle for
f ranchise share and producers who do not tend to be small compared with competitor types.
and two kinds of entry.
Implications for Antitrust
T he producer type is critical to the
W hen high fixed costs in an industry are associated
industry's willingness to use its high-cost
with marketing rather than production, they put
capacity. Because producer types own that
capacity, they decide whether or not to use it, pressure on competitor types to become as large as
even though the decision affects selling prices possible, which discourages entry into the battle for
for all the companies in the industry, f ranchise and produces industries in which the low-
including the competitor types. cost companies are large and the high-cost
companies are small which is to say, industries in
I f the industry has important fixed costs
which the companies that own the marginal
that are the same for small companies as for
capacity have little incentive not to use it.

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H igh fixed costs may have discouraged entry


and competitive pricing in the commodity
industries-the railroads, steel companies, and oil
companies-that preoccupied trust busters in the
1890s. Trying to extrapolate that experience to the
kind of modern industries discussed here may lead
to con fusion between the two meanings of
"competition" with consequences that are
disappointing or even perverse.

Appendix A: Sunk Costs


versus Fixed Costs O ne kind of investment has social value;
A ntitrust lawyers have recently discovered the the original investor is merely the first of
what may ultimately be several owners. T he
concept of sunk costs. T he lawyers' discovery attests
sunk cost has value only to the original
to their recognition of industries in which
investor.
marketing, as well as production, is important in
which competitor types as well as producer types By this test, investment in capital goods
are important. in productive capacity is rarely a sunk cost.
I n particular, if the original buyer fails, the
A sunk cost is an investment that is certain to
plant still has potential value to other buyers.
be worthless if you change your mind. E xamples
( To be sure, most capital goods are not as
are
liquid as securities. T hey raise the same kind
leasehold improvements, of uncertainties in a potential buyer's mind
creative costs of a discarded advertising that a used car raises.)
program, By the same test, investment in a brand
investment in a discarded brand, and f ranchise is almost always a sunk cost:
abandoned new-product development It has no social value. I nstead, it merely
programs. transfers f ranchise f rom one competitor to
Sunk costs differ f rom simply making risky another.
investments. I f you make an investment in a liquid I f the owner abandons the brand, or an
security and change your mind, although you have acquiring firm replaces it with its own
no guarantee that you can recover the cost (so, the brand, all prior investment in that brand
investment is risky), you do have a chance to becomes worthless.
recover it. I f the buyer's expectations are T hese considerations suggest that if sunk
su fficiently rosy, you can sell the investment and costs pose a special problem for new entrants,
recover the cost. Sunk costs are gone with no it is the costs of marketing, rather than the
possibility of recovery. costs of production, that pose the problem.

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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.

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