Is Your Private Company Return On Investment Adequate-How To Correctly Measure Adn Significantly Improve ROI - Long Version
Is Your Private Company Return On Investment Adequate-How To Correctly Measure Adn Significantly Improve ROI - Long Version
Is Your Private Company Return On Investment Adequate-How To Correctly Measure Adn Significantly Improve ROI - Long Version
(Continued from page 1) For example, consider Microsoft. Its value today has nothing
represent costs incurred in the past that may or may not have to do with what people put into the company some years ago,
any relationship to value today. If these investments are low or the profits it re-invested, or whatever its tangible assets are
relative to value today, they generate a higher ROI; if they worth. The value of Microsoft stock trading in the market
are high relative to value today, they generate a lower ROI. today is solely a function of the future anticipated returns—
In either case, past investments are irrelevant (they are a dividends and stock appreciation—that shareholders expect
sunk cost) because the key measure for current decisions is to receive. This traditional model we use to value public
your investment value today. companies is the same one that should be used in valuing
profitable private companies.
The third choice listed above, the current value of the tangi-
ble assets used in your operations, is appropriate if your com- To summarize, as you consider your investment in your pri-
pany generates inadequate profits and no intangible value. In vate company, that investment is either limited to the current
an underperforming company with no intangible or goodwill market value of the tangible assets in the business, if it incurs
value, your investment consists primarily of the current value losses or if its profits are inadequate, or the investment is the
of the company’s tangible assets. From our experience work- present value of your future returns if the company’s opera-
ing in the middle market, over half of the private companies tions generate intangible value. For profitable companies,
we see fail to generate adequate profits and intangible value. this investment measure is harder to compute, but it is an
invaluable tool for owners making investment decisions.
An underperforming business is generally worth little or no
more to its current owners than its tangible asset value, even Return
though it may have valuable customers or technology and a Think of an investment you have made in a public company
good reputation. Because it fails to convert these qualities and what return you get from that investment. Obviously, it
into adequate profits, they create no intangible value for the is limited to dividends and appreciation in the stock value.
current owners unless they are sold to a buyer at a premium As an investor, you don’t get the company’s income, or its
price that reflects intangible value that buyer hopes to create. EBIT or EBITDA. If the company borrows money effec-
tively, the returns to investors include any benefits created by
If your business generates sufficient profits to create operat- this lower cost debt financing.
ing or goodwill value—that is, if you generate profits beyond
your required rate of return—your company possesses intan- Private company returns must be measured the same way.
gible value and your investment must be measured differ- The return that an investor in a private company should focus
ently. For companies that generate profits in excess of their on is the spendable cash that the company generates after
cost of capital, the owner’s investment in the business is the allowing for payment of all expenses and taxes and all re-
present value of the company’s anticipated future returns and investment requirements for working capital and capital ex-
the higher those anticipated returns are, the higher the penditures. This amount, which is sometimes called free cash
owner’s investment will be. flow, is the net cash flow on the capital invested in the busi-
ness. It is computed as follows:
EXECUTIVE SUMMARY
Net Cash Flow to Invested Capital
When private company owners and executives under- Net Income After Taxes
stand the proper way to calculate ROI—using numbers
not shown on traditional financial statements—they Add: Interest expense, net of income tax
greatly enhance their likelihood to achieve an adequate
ROI for their business. Add: Noncash charges—depreciation and amortization
The critical mechanics are investment, return, rate of Less: Capital expenditures
return and value. This issue of The Business Value Less: Increased investment in working capital
Manager is a primer on how to use them correctly, and (Continued on page 5)
how effective use of debt financing can improve ROI. = Net Cash Flow to Invested Capital
PAGE 3
(Continued from page 2) sources must be computed. Some companies can take on
Curiously, net cash flow to invested capital appears on no
more lower cost debt because they have greater collateral or
financial statements and private company owners almost
more reliable returns that enable creditors to lend more
never see it. But it represents the critical cash that can be
money. The relative amounts of debt and equity vary by
taken from the business by debt and equity capital providers
company and by industry and affect the company’s cost of
after all of the company’s needs have been met. It is the
capital. The quality of management, level of competition and
capital providers’ true return.
other competitive factors also affect the like-
“...net cash flow to invested lihood that a company will achieve a fore-
Note that in providing this explanation, we
capital appears on no financial casted revenue, income and cash flow and
are using the return to debt and equity capi-
statements and private company all of these factors also affect its cost of
tal providers. This is necessary because the
capital. A private company’s weighted aver-
equity in a business benefits from the avail- owners almost never see it, but
age cost of debt and equity capital—its
ability of debt capital and appropriate use of it is the capital providers’ true
weighted average cost of capital (WACC)–
debt can improve return on equity. There- return.” probably varies from about 10% to 20%
fore, the proper computation of “return” for
depending on the company’s risk profile.
strategic planning and value creation purposes should be the
This risk profile is quantified through an analysis of the econ-
net cash flow return to debt and equity capital rather than
omy, industry and company to assess its overall competitive
just equity capital.
position and likelihood of success. This process yields the
company’s rate of return or WACC, which is used to discount
Rate of Return
its future returns to compute its present value.
The third critical metric for ROI, rate of return, must be un- (Continued on page 4)
derstood because every investment carries a different level of
risk. Proper investment choices must consider the risk or Recognize the Limitations of Valuation Multiples
likelihood that the investment’s future return will be An alternative way to express risk, and to determine the re-
achieved. This rate of return is also known as a cost of capi- sulting value, is through use of a multiple of operating per-
tal, a required rate of return, or a discount rate, and it is used formance. The most common multiples are applied to reve-
to quantify the likelihood that future returns will be achieved. nue, EBITDA or EBIT. While simple to use, these multiples
Fundamental investment theory states that investors will only can and usually do distort value for several reasons:
accept higher risk in investments if they have an opportunity ♦ They are a combined measure of the company’s risk and
to earn a higher return. Therefore, the higher the perceived its future growth potential, and they fail to clearly meas-
risk in an investment, the higher the rate of return must be on ure each of these distinct parameters.
that investment. Mathematically, higher rates of return cause ♦ They are applied to gross measures of return that inves-
greater discounting of anticipated future returns, which re- tors do not receive. Investor’s real returns—net cash
duces their value. Thus, the greater the risk, the greater the flow—are far less than revenue, EBIT or EBITDA.
discount rate and the lower the value. Conversely, lower risk ♦ They reflect the performance of the company for a single
would carry a lower discount rate and a higher value. period—often its latest fiscal year—which may not re-
flect its long-term future potential.
Note the distinction between your company’s required rate of ♦ Multiples are notoriously unreliable, and are often based
return, which reflects its relative level of risk, and your com- on the price paid in a single transaction or a few transac-
pany’s actual rate of return which reflects your historical tion that may not remotely reflect current market condi-
performance. Your actual return may be above or below tions or the risk profile of the subject company.
what you should be earning based on your investment’s risk. ♦ Multiples ignore value reflected only on a company’s
The required rate of return is the benchmark you must balance sheet, such as a surplus or a deficiency in assets.
achieve to create value. Because companies employ both The conclusion here should be clear: Be very cautious of
debt capital and equity capital—and hybrids such as preferred values based on multiples.
stock or convertible debt—the cost of each of these capital
PAGE 4
EXHIBIT 1
Balance Sheet—Beginning of Current Year
Companies A & B Companies A & B
Book Value Market Value Book Value Market Value
(000) (000) (000) (000)
Cash 1,000 1,000 Accts Payable 2,000 2,000
Total Assets 10,000 12,000 Total Liab & Equ 10,000 12,000
Less: Accts Pay (2,000) (2,000) Less: Accts Pay (2,000) (2,000)
EXHIBIT 2 EXHIBIT 3
Forecasted Net Cash Flow for Current Year Weighted Average Cost of Capital
Company A Company B Capital After Weight Weighted
(000) (000) Source Tax Average Cost
Cost
EBITDA 2,700 3,300
Debt 4% 40% 1.6%
Depreciation (700) (700)
Interest (400) (600) Equity 24% 60% 14.4%
Income Tax (600) (800)
WACC Discount Rate 16.0%
Net Income 1,000 1,200
Less: Long-term Growth -6%
Add: Net Interest 200 300 Rate
Expense
WACC Capitalization 10%
Add: Depreciation 700 700 Rate
Less: Cap. Expend. (900) (800)
Less: Work. Capital (300) (200)
Net Cash Flow I/C 700 1,200
PAGE 6
PAGE 7
EXHIBIT 5
Calculation of ROI for Current Year for Company A and B
Based on each company’s actual performance in the current year, and their competitive position at year-end, Company A is expected to earn
$900 next year and Company B is expected to earn $1300, with both earnings expected to grow at 6% for the long-term. Each company had
net tangible assets worth $10.5 million at year-end. While Company A’s risk profile remains at 16% at year-end, Company B has strength-
ened its management and its balance sheet which reduced its risk and cost of capital from 16% to 15%. Using this information, the value of
each company at year-end is computed as follows:
Company A Company B
$900,000 $1,300,000
= $9,000,000 = $14,400,000
(16% - 6%) (15% -6%)
The total return to debt and equity capital providers for the current year is then computed as follows:
Company A Company B
Value of Investment at the End of the Year $10,500,000 $14,400,000
Value of the Investment at the Beginning of the Year $10,000,000 $12,000,000
Invested Capital Appreciation $ 500,000 $ 2,400,000
Add: Actual Net Cash Flow for Current Year $750,000 $1,100,000
EXHIBIT 6
Illustration of Operating Options to Enhance ROI
Building Private Company Value
Once the mechanics of private company ROI are understood, the next step is to devise a strategy to improve the company’s ROI. The key fac-
tors in ROI should now be clear: * Investment (current value) * Return (net cash flow) * Rate of Return (risk)
Option 1—Reduce the investment in net oper- Option 2—Increase forecasted net cash Option 3—Decrease the Company’s risk without
ating assets employed without causing returns flow returns without increasing the in- increasing shareholder investment or impairing net
to decrease or risk to increase. vestment in the Company or its risk. cash flow returns.
Conclusion: ROI can be enhanced through any combination of reduced investment, improved returns or lower risk. Wise shareholders constantly pur-
sue strategies to achieve these value enhancements. These shareholders also should recognize that a primary– if not the most important– contribution of
a company’s board and senior management is to devise and execute successful strategies to enhance ROI. These strategies should be presented and
reviewed annually as the centerpiece of the company’s strategic planning process.
(Continued from page 9) gence of a new strong competitor, or the loss of a key
person, affect value? When does
EXHIBIT 8
such a change occur? The value
Increased Volatility in Earnings Per Share Created by Variation in
of publicly traded stock moves up
Amount of Financial Leverage
and down every day based on
changing competitive factors and
30 the same thing actually occurs with
Earnings Per Share (EPS)
27
24 private companies. It simply is
21 noticed much less, or not at all,
18 A
15 because the value of private com-
B
12 panies is generally not monitored
9 C
on a regular basis. Changes in
6
3 stock value for public and private
0 companies occur as soon as inves-
-3 0 200 400 600 800 1000 1200 1400 1600 1800 2000 2200 2400 2600 2800
-6 tors are aware of new competitive
-9 information.
Earnings Before Interest and Taxes (EBIT) 5. When should shareholders
(000) focus on a company’s value to a
strategic buyer versus its fair
after borrowing rather than net cash flow to invested market value? Shareholders are wise to always moni-
capital, which is before borrowing. tor the interest strategic buyers may have in their com-
2. In valuing a company, how is the company’s discount pany and the price buyers would pay based on synergies
rate or rate of return determined? The discount rate they believe they could achieve through an acquisition.
reflects risk or the likelihood of achievement of fore- Shareholders should pay particular attention to the level
casted returns. It reflects the company’s competitive of interest expressed by strategic buyers when they be-
position, including general economic and industry condi- lieve their company’s strategic position, and therefore its
tions and the company’s internal strengths and weak- competitive advantages, are about to decline. At that
nesses. Determining this rate is a complex process that time, strategic buyers may be able to overcome this
takes substantial training and experience. weakness and pay an attractive price to do so.
3. How does a company’s actual performance versus 6. Since a lower cost of capital, which reflects lower
expectations affect value? As this article has explained, risk, generates a higher value, can investors create
anticipated future profits, if they are adequate, and the value by increasing debt to lower their company’s
likelihood of achieving them determine a company’s cost of capital or WACC? While this makes theoreti-
value. When a company’s actual performance is above cal sense, it fails a reality check. Value is a function of
or below anticipated performance, investors use this new what the market will pay for an asset and a property’s
information to determine their new expectations and current capital structure is generally of little interest to
ultimately the value of the company’s stock. So investors buyers because buyers brings their own capital. Thus,
continually monitor a company’s historical performance, buyers could independently bring the benefits of finan-
but generally make their investment decisions based on cial leverage that debt creates, so buyers should not be
anticipated future performance. This same continual expected to pay any premium to the seller for the debt
process of assessing actual versus anticipated perform- financing the seller possesses. While debt financing can-
ance occurs with public companies where actual profits not artificially raise a company’s value, it can increase
are always compared against the level that was expected. investor’s ROI as this article has explained.
4. Does a key change in a company’s competitive posi-
tion, such as a breakthrough in technology, the emer-
PAGE 11
The following exhibits connects important financial statement figures to their underlying activities in the business.
EXHIBIT A EXHIBIT B
Profit Margin Value Drivers Asset Turnover Value Drivers
Value Drivers Income Statement Value Drivers Balance Sheet
Accounts Accounts
Markets Sales Customer Base Accounts Receivable
Customers Industry Practices and Collection Period
Advertising and Marketing Policy Credit Policy
Volume Collection Procedures
Pricing Discounts and Allowances
Product Bundling Potential Credit Loss Exposure
Production Capacity Cost of Goods Sold Supplier Capabilities Inventory and Turnover
Production Efficiency Purchasing versus Handling versus
Product Design Carrying Costs
Raw Material Choices and Costs Customer Loyalty and Stock Out
Labor Costs Risks
Overhead Costs and Utilization Production Requirements
Distribution Capabilities
Warehousing and Distribution Operating Expenses
Obsolescence Threats
Costs and Efficiency
Marketing, Advertising, and Supplier Base and Purchasing Power Accounts Payable,
Selling Costs Industry Practices Accrued Payables, and
General Administration Policies Payment Policy Payment Period
and Costs Cash Flow Capacity
Discounts and Allowances
Attributes Income Taxes
Credit Availability
Strategies
Rates Current and Anticipated Capacity Fixed Assets and
Production and Scheduling Turnover
Source for Exhibits A & B: VALUATION FOR M&A: Building Value in Efficiency
Private Companies by Frank C. Evans and David M. Bishop, published by Warehousing and Distribution
John Wiley & Sons Efficiency
Capital Constraints
Conclusion Vendor/Supplier Capacity and
Reliability
The message here is that achievement of improved profit mar- Make or Buy Options
gins, asset utilization and cash flow results from improved exe-
cution in these operations. Holding managers accountable for performance of these activities will yield results on the financial
statements and in the investors’ ROI.
Summary
Private company owners and executives should focus everyday on maximizing shareholder value and ROI just as public compa-
nies do. Lack of sound information and processes is no longer justification for not driving and accurately tracking investor re-
turns. If you seriously want to build long-term value in your private company, call us to implement this process for your investors.
P.O. Box 655
One East State Street
Sharon, PA 16146
Frank C. Evans
ASA, CBA, CPA/ABV
[email protected]