by Tim Koller, Richard Dobbs and Bill Huyett; published 2011
Part I is about the four cornerstones of value. In a footnote in Chapter 1, authors Koller, Dobbs and Huyett define value as:
the sum of the present values of future expected cash flows– a point-in-time measure. Value creation is the change in value due to company performance… we use the market price of a company’s shares as a proxy for value and total return to shareholders as a proxy for value creation.
Further, they explain that the book explores the “four cornerstones of corporate finance” which are:
- companies create value by investing capital from investors to generate future cash flows at rates of return exceeding the cost of capital
- the combination of growth and return on invested capital (ROIC) drives value and value creation
- for businesses with high returns on capital, improvements in growth create the most value, but for businesses with low returns, improvements in ROIC provide the most value
- value is created for shareholders when companies generate higher cash flows, not by rearranging investors’ claims on those cash flows
- the expectations treadmill– a company’s performance in the stock market is driven by changes in the stock market’s expectations, not just the company’s actual performance; the higher the stock market’s expectations for a company’s share price become, the better a company has to perform just to keep up
- the value of a business depends on who is managing it and what strategy they pursue
For a real-life application of these principles, the authors highlight the recent housing bubble, namely, that the mortgage-securitization model violated the conservation-of-value principle because it rearranged risk without affecting the aggregate cash flows of home loans, while the belief that levering up these types of investments increased their value was similarly erroneous because “leverage doesn’t increase the cash flows from an investment.”
Chapter 2 explores return on invested capital (ROIC) which the authors define in simple terms in a footnote as:
return on capital is after-tax operating profit divided by invested capital (working capital plus fixed assets)
ROIC and revenue growth “determine how revenues get converted into cash flows.” Mathematically, growth, ROIC and cash flow (represented by the investment rate) look like this:
Investment Rate = Growth / ROIC
However, Growth and ROIC have an uneven relationship:
for any level of growth, value always increases with improvements in ROIC. When all else is equal, higher ROIC is always good.
When ROIC is high, faster growth increases value, but when ROIC is low, faster growth decreases value. The dividing line between whether growth creates or destroys value is when the return on capital equals the cost of capital. When returns are above the cost of capital, faster growth increases value.
The authors advise that “most often, a low ROIC indicates a flawed business model or an unattractive industry structure.” The growth-at-all-costs mentality is flawed.
high-return companies should focus on growth, while low-return companies should focus on improving returns before growing.
In Chapter 3, the authors focus on the conservation of value, namely,
value is conserved when a company shifts the ownership of claims to its cash flows but doesn’t change the total available.
To see how managerial decisions affect the value of the business look for the cash flow impact.
On share buybacks,
when the likelihood of investing cash at low returns is high, share repurchases make sense as a tactic for avoiding value destruction.
Caution, however, because
studies of share repurchases have shown that companies aren’t very good at timing share repurchases, often buying when their share prices are high, not low.
And why should they be any better at timing their purchases than any other market timer?
As far as acquisitions are concerned, they
create value only when the combined cash flows of the two companies increase due to accelerated revenue growth, cost reductions or better use of fixed and working capital.
In Chapter 4, the authors discuss the expectations treadmill, stating that
smart investors often prefer weaker-performing companies because they have more upside potential, as the expectations are easier to beat.
The key seems to be finding companies with a high ROIC and a low P/E ratio.
Chapter 5 discusses the best owner principle. For example, some owners add value:
- linkages with other activities in their portfolio
- by replicating such distinctive skills as operational or marketing excellence
- by providing better governance and incentives for the management team
- through distinctive relationships they hold with governments, regulators or customers
Further, there is a “best owner lifecycle”, meaning that most owners are only the “best” at a given stage in a business’s development. Some excel at the start-up stage, others the growth, others still the maintenance of empire and finally a group is best at the terminal stage where a business is dismantled and its assets are sold off to other enterprises, each owner finding unique ways to increase cash flows at each stage. The implication of this is that
executives need to continually look for acquisitions of which they could be the best owner; they also need to continually examine opportunities for divesting businesses of which they might no longer be the best owner.
Empirically, “the stock market consistently reacts positively to divestitures, both sales and spin-offs.”
Part II is about the stock market. Chapter 6 explores who the stock market is. There are a lot of different participants with differing aims, skill sets and knowledge levels but the authors conclude that ultimately
professional investors–whether they manage hedge funds, mutual funds, or pension funds– are the real drivers of share prices, accounting for virtually all large trades.
The authors estimate that “intrinsic” investors hold 20% of US assets and contribute 10% of the trading volume in the U.S. market. “Intrinsic investors ultimately drive share price, because when they buy, they buy in much larger quantities.”
intrinsic investors are resources for executives, providing an objective, circumspect view of their companies, industries, and competitors by virtue of their buying and selling decisions.
Chapter 7 is about the stock market and the real economy. Here are some aggregate observations:
- much of the stock market’s stellar performance between 1983 and 1996 was driven by the decline in interest rates and inflation, and the resultant increase in P/E ratios engineered by Federal Reserve Chairman Paul Volcker
- by 1996, if executives understood what was driving shareholder returns, they would have known returns had to revert to normal levels
- adjusted for inflation, large U.S. equities have earned returns to shareholders of about 6.5 to 7 percent annually, over the last 100 years
- this number is derived from the long-term performance of companies in the aggregate, and the relationship between valuation and performance as described by the core-of-value principle
- over the longer term, shareholder returns are unlikely to deviate much from this number unless there are radical changes in investor risk preferences or radical changes in the performance of the economy
- long-term GDP growth would have to increase or decrease significantly, or the ratio of corporate profits to GDP would need to change (it has been constant for at least 75 years)
If, as the authors state, “high interest rates increase the nominal cost of capital, while high inflation increases the proportion of earnings that must be invested for growth”, then the implications for the coming period in the markets where we might finally face a high interest rate environment with simultaneously accelerated money printing spells falling P/E ratios across the broad market.
This means that the market as a whole has a more narrow band of longer-term performance than many realize, and that exceptional bull markets will usually be followed by a down market, and vice versa
Chapter 9 deals with earnings management. The authors state that “excessive smoothness raises concerns” that earnings are being actively managed by company leaders. Further, “consensus forecasts aren’t very good” and “analysts’ earnings estimates are not accurate; they tend to be too optimistic, and they almost never identify inflection points.” Importantly, “there is no meaningful relationship between earnings variability and TRS or valuation multiples.”
Part III deals with managing value creation. Chapter 10 is about return on capital.
A company that has a competitive advantage earns a higher ROIC because it either charges a price premium or it produces its products more efficiently (having lower costs or capital per unit) — or both. Price premiums offer the greatest opportunity to achieve an attractive ROIC, but are more difficult to achieve than cost efficiencies.
Low ROIC industries are those with undifferentiated products, high capital intensity and fewer opportunities for innovation.
There are 5 major ways to get a price premium:
- innovative products
- customer lock-on
- rational price discipline
There are 4 major ways to get cost/capital efficiency:
- innovative business methods
- unique resources
- economies of scale
Ultimately, the longer a company can sustain a high ROIC the more value it will create.
ROIC excluding goodwill reflects the underlying economics of an industry or company. ROIC including goodwill reflects whether management has been able to extract value from acquisitions.
Therefore, it might be useful to study both metrics to get a better understanding of management’s competence.
Chapter 11 is about growth.
growth from creating whole new product categories tends to create more value than growth from pricing and promotion tactics to gain market share from peers.
This intuitively makes sense because the former requires the bringing into the production system of previously untapped resources, while the former simply represents the freeing up of existing resources.
There are 4 sources of revenue growth:
- market-share increase
- price increase
- growth in underlying market
The limits to the pursuit of growth:
- sustaining high growth is much more difficult than sustaining high ROIC.
- history suggests that many mature firms will shrink in real terms
- U.S. companies have been globalizing, which is responsible for faster sustained growth rates of some U.S. companies than the growth of the economy as a whole
- portfolio treadmill effect: for each product that matures and declines in revenues, the company needs to find a similar-sized replacement product to stay level in revenues, and even more to keep growing
Chapter 12 examines business portfolios. One study found that “it was better to have a competitive advantage (horse) than to have a good management team (jockey).” Another study found that “companies with a passive portfolio approach underperformed companies with an active portfolio approach.” This means “buy and hold” is a flawed strategy in the long-run, because the value of businesses change according to predictable cycles of birth, growth, flat-lining and death.
The ideal multibusiness company [think, investment portfolio] is one in which each business earns an attractive ROIC with good growth prospects, where the company helps each business achieve its potential, and where executives are continually developing or acquiring similarly high-ROIC businesses and disposing of businesses that are in decline.
To avoid depressed exit prices,
a simple rule of thumb can improve a company’s timing considerably: sell sooner
“When companies do divest, they almost always do so too late, reacting to some kind of pressure.” And a process suggestion for active portfolio management:
hold regular, dedicated business exit review meetings, ensuring in the process that the topic remains on the executive agenda and that each unit receives a date stamp, or estimated time of exit
As far as diversification is concerned:
- diversification is neither good nor bad; it depends on whether the parent company adds more value to the businesses it owns than any other potential owner could, making it the best owner of those businesses under the circumstances
- no evidence that diversified companies generate smoother cash flows
- there is no evidence that investors pay higher prices for less volatile companies
- diversified companies tend to respond to opportunities more slowly than less diversified companies
- the business units of diversified companies often don’t perform as well as those of more focused peers, partly because of added complexity and bureaucracy
I noted in the margins that “even for investors, diversification raises transaction costs and provides more opportunities to make errors in decision process.”
Chapter 13 is about M&A. A few points about M&A value creation:
- strong operators are more successful
- low transaction premiums are better
- being the sole bidder helps
Chapter 15 explores capital structure.
large amounts of debt reduce a company’s flexibility to make value-creating investments, including capital expenditures, acquisitions, R&D, and sales and marketing.
Before assuming debt, an investor or business owner needs to ask:
- what are my expected cash flows?
- what could go wrong?
- what unexpected opportunities could arise?
Then, “set your debt level so that you can live through bad times in your industry while having the capacity to take advantage of unexpected opportunities.”
With complex structures and financial engineering, always identify the impact on a company’s operating cash flows and the distribution of cash flows among investors.
Finally, Chapter 17 addresses managing for value.
the only way to continually grow earnings faster than revenues is to cut necessary costs for growing the business, or to not invest in new markets that will have low or negative margins for several years