Valuation in FED
The document is a summary of key topics from a book on valuation. It discusses the foundations of valuation including why companies create value by investing capital to generate future cash flows above their cost of capital. The two main drivers of value are growth and return on invested capital (ROIC) relative to the cost of capital. While acquisitions can create value, new products typically create more value for shareholders. The principle of conservation of value states that anything that does not increase cash flows does not create value.
3. Contents
• Part1 Foundations of Value
• Part2 Core Valuation Techniques
• Part3 Intrinsic Value and the Stock Market
• Part4 Managing for Value
• Part5 Advanced Valuations Issues
• Part6 Special Situations
3
4. Part1 Foundations of Value
4th Edition
5th Edition
第1章企業価値の最大化
Why Maximize Value?
1. Why Value Value?
第2章企業価値を創造する経営者
The Value Manager
2.Fundamental Principles of Value Creation
第3章価値創造の本質
Fundamental Principles of Value Creation
3.The Expectations Treadmill
第4章株式市場は何で動くのか
Do Fundamentals Really Drive the stock Market?
4.Return on Invested Capital
5.Growth
4
5. Part1 Foundations of Value
1. Why Value Value?
2. Fundamental Principles of Value Creation
3. The Expectations Treadmill
4. Return on Invested Capital
5. Growth
5
7. What is Value?
• Value is defining dimension of measurement in a market
economy.
• Value is a particularly helpful measure of performance because
it takes into account the long-term interests of all the
stakeholders in a company,not just shareholders.
• Competition among value-focused companies also helps to
ensure that capital,human capital,and natural resources are
used efficiency across the economy,leading to higher living
standards for everyone.
7
(P3)
8. Fundamental principles of corporate finance
Companies create value by investing capital to
generate future cash flow at rate of return that
exceed their cost of capital. (P17)
8
9. Two core principles of value creation
• The combination of growth and return on invested
capital(ROIC) relative to its cost is what drives
value.
– Companies can sustain strong growth and high returns
on invested capital only if they have a well-defined
competitive advantage.
• Conservation of value
– Anything that doesn't increase cash flow doesn't create
value.
– M・M
theory
9
(P4)
10. The economics and process of value creation
• the economics of value creation
– how competitive advantage enables some companies to
earn higher returns on invested capital than others.
• the process of measuring value
– how to calculate return on invested capital from a
company's accounting statements.
10
(P4)
11. Consequences of forgetting to value value
Market bubbles
Many executives and investors either forgot or
threw out fundamental rules of economics in the
rarefied air of the Internet revolution(P6).
Financial Crises
Securitizaing risky home made the loans more
valuable because it reduced the risk of the
assets and this violates the conservation of
value rule(P7).
Financial Crises and
excessive
Using leverage to make an investment in itself
creates value(P8).
11
12. Benefits of focusing on long-term value
• Pursuing the creation of long-term shareholder value does
not cause stake holders to suffer.
• Value-creating companies also create more jobs.
• A strong positive correlation between long-term shareholder
returns and investment in research and development
• Companies that create also tend to show a greater
commitment to meeting their social responsibilities.
12
(P11-P12)
17. Bowing
vs
Facebook
17
The
number
of
employees
Market
capitalizaOon
Bowing
Facebook
$ 64,137MM
$61,292 MM
171,700
(Dec,31, 2011)
3,200
18. Part1 Foundations of Value
1. Why Value Value?
2. Fundamental Principles of Value Creation
3. The Expectations Treadmill
4. Return on Invested Capital
5. Growth
18
19. Growth and ROIC:Drives of Value
19
Return on
investment capital
Revenue growth
Cash flow
Cost of of Capital
Value
21. Relationship of Growth,ROIC,and Cash Flow
• Growth,ROIC,and Cash flow(as represented by the investment rate)are
tied together mathematically in the following relationship.
21
Investment Rate
=Growth ÷ Return on Invested Capital
Value Inc
:25%=5%÷20%
Volume Inc
:50%=5%÷10%
22. Translating Growth and ROIC into value
3%
800
1,100
1,400
1,600
6%
600
1,100
1,600
2,100
9%
400
1,100
1,900
2,700
7%
9%
13%
25%
ROIC
22
Growth
Exhibit2.4(P21)
23. Impact of higher growth and ROIC
• High-ROIC companies should focus on growth
• Low-ROIC companies should focus on improving returns
before growing
23
Exhibit2.5(P24)
6%
10%
1%
higher
ROIC
1% higher
growth
High-ROIC company
Typical packaged-goods company
15%
5%
1%
higher
ROIC
1% higher
growth
Moderate-ROIC company
Typical retailer
25. Value Creation of type of Growth
25
Exhibit2.6(P25)
The most important implication of this chart is the rank order.
New products typically create more value for shareholders,
while acquisitions typically create the least.
Acquire
business
Compete
for
share
in
a
stable
market
Increase
share
in
a
growing
market
Expand
an
exsiOng
market
Introduce
new
products
to
market
1.75-2.00
0.30-0.75
0.10-0.50
-0.25-0.40
0.-0.20
Type of growth
27. ConservaOon
of
Value
• Anything
that
doesn’t
increase
cash
flows
doesn’t
create
value.
• Value
is
conserved,
or
unchanged,
when
a
company
changes
the
ownership
of
claims
to
its
cash
flows
but
doesn’t
change
the
total
available
cash
flows.
• In
every
circumstance,
execuOves
should
focus
on
increasing
cash
flows
rather
than
finding
gimmicks
that
merely
redistribute
value
among
investors
or
make
reported
results
look
be]er.
27
29. Application for
the conservation of value principle
• Share repurchases
– To
determine
whether
share
purchases
create
value,
you
must
compare
them
with
some
other
use
of
the
cahs.
• Acquisition
– acquisitions create value only when the combined cash flows of the
two companies increase due to cost reductions,accelerated revenue
growth,or better use of fixed and working capital
• Financial engineering
– The total cash flows received by the CDO investors cannot be more
than they would receive if they directly owned the loans and
securities.
29
30. Cash
flows
related
to
Collateralized
Debt
ObligaOons
30
Exhibit2.8(P33)
31. Risk and Value Creation
• A company's future cash flows are unknown and therefore
risky.
• Risk enters into valuation both through the company's cost
of capital,which is the price of risk,and in the uncertainty
surrounding future cash flows.
• The cost of capital to a company equals the minimum return
that investors expect to earn from investing in the company.
31
P35
32. Growth and ROIC:Drives of Value
32
Return on
investment capital
Revenue growth
Cash flow
Cost of of Capital
Value
33. Volatility of Portfolio Return
: Declining with Diversification
33
Market volatility
Volatility of portfolio return
Number of stock portfolio
Total Risk
0
• The total risk declines because companies’ cash flow are not
correlated. Some will increase when others decline.
• Investors require compensation only for risks they cannot diversify.
34. Terms for Valuation
Net operating profit less adjusted taxes
(NOPLAT)
the profit generateed from the company's core operations after
subtracting the income taxes related to the core operations.
Invested Capital
the cumulative amount the business has invested in its core
operations-primarily property,plant, and equipment and working
capital.
Net investment
the increase in invested capital from one year to the next.
Free Cash Flow
(FCF)
the cash flow generated by the core operations of the business
after deducting investments in new capital.
Return on invested capital
(ROIC=NOPLAT/Invested Capital)
the return on the company earns on each dollar invested in the
business.
Invested rate
(IR=Net Investment/NOPLAT)
the portion of NOPLAT invested back into the business.
Weighted average cost of capital
(WACC)
the rate of return that investors expect to earn from investing in
the company and therefore the appropriate discount rate for the
free cash flow.
Growth(g)
the rate at which the company's NOPLAT and cash flow grow
each year
34
35. DCF approach to valuation
gWACC
ROIC
g
NOPLAT
Value
ROIC
g
NOPLATFCF
ROIC
g
IR
IRROICg
IRNOPLAT
IRNOPLATNOPLAT
InvestmentNetNOPLATFCF
gWACC
FCF
Value
t
t
−
⎟
⎠
⎞
⎜
⎝
⎛
−
=
−=
=
×=
−=
×−=
−=
−
=
=
=
1
)1(
1
)(
1
1
)(
35
37. Growth and ROIC:Drives of Value
37
Return on
investment capital
Revenue growth
Cash flow
Cost of of Capital
Value
38. Part1 Foundations of Value
1. Why Value Value?
2. Fundamental Principles of Value Creation
3. The Expectations Treadmill
4. Return on Invested Capital
5. Growth
38
39. What
roll
do
expectaOons
have
in
stock
market?
39
40. Return to the shareholders(TRS)
• The performance of a company and that of its management
are frequently measured by total returns to shareholders(TRS).
• TRS measure combines the amount shareholders gain through
any increase in the share price over a given period with the
sum of dividends paid to them over the period.
• Managers have to pull off herculean feats of real performance
improvement to satisfy investors's expectations and continue
improving TRS.
– “expectations treadmill”(期待との際限なき戦い)
40
41. • Managers have to pull off herculean feats of real
performance improvement to satisfy investors's
expectations and continue improving TRS.
• この期待に応えて株主に対するリターンを向上させ続けるた
めには、経営者は、英雄的な偉業ともいえる成果を挙げる必
要があるのだ。
41
42. Decomposing TRS
(TradiOonal
way)
TRS=% change in share price + dividend yield
=% Increase in Earnings + % change in P/E
+ dividend yield
42
※assuming P=E/r , we get the following equation by using
z=xy , z+△z=(x+△x)+(y+△y)
P+△P = (E+△E) + (r+△R)
% change in share price =% Increase in Earnings + % change in P/E,
P:Price
E:Earnings
r:discount rate(P/E)
(P50)
43. A
few
problems
with
expressing
TRS
• Manager
might
assume
that
all
forms
if
earnings
growth
create
an
equal
amount
of
value.
(ex.
AcquisiOon)
• The
dividend
yield
can
be
increased
without
affecOng
future
earnings,
as
if
dividends
themselves
create
value.
• The
tradiOonal
expression
if
TRS
fails
account
for
the
impact
of
financial
leverage.
43
44. Break up the TRS equation into four parts
(Enhanced
way)
1. The value generated from revenue growth net of the capital
required to grow.
2. What TRS would have been without any of the growth
measured in part1
3. Changes in shareholder's expectations about the company's
performance , measured by the change in its P/E or other
earnings multiple.
4. The impact of financial leverage on TRS.
44
45. Wal-Mart vs Target:
Wal-‐Mart
ahead
in
Growth,
ROIC,
Not
TRS
45
Exhibit3.1 (P49)
46. Wal-Mart vs Target:
P/E
increase
helps
Target’s
TRS
46
11
15
Target
Wal-‐Mart
1995
18
16
Target
Wal-‐Mart
2006
Exhibit3.2(P50)
• Relative to Wal-Mart, Target was starting from a position of low
shareholder expectations.
• Target eventually sold its Mevyn’s and Marshall Field’s brands, after
which it beat expectations.- thereby raising expectations of its future
performance.
47. Wal-Mart vs Target:
TRS decomposition
Target
Wal-mart
Difference
Revenue growth
9
13
-4
Investment for growth
-5
-3
-2
Change in margin
4
0
4
TRS from performance
8
10
-2
Zero-growth return
6
4
2
Change in P/E
5
0
5
Impact of financial leverage
5
2
3
other
0
-1
1
Sum
24
15
9
47
1995-2005,percent annualized
Exhibit3.5 (P53)
• Better performance in one domain by one company was offset by better
performance in another domain by the other company.
• We can conclude that the TRS differentiators for the two companies over the
next several years will mostly be underlying growth and returns on capital.
48. Understanding
expectaitons
• We
have
reverse
engineered
hundreds
of
companies’
share
prices
over
the
years
using
discounted
cash
flows.
• With
the
excepOon
of
the
Internet
bubble
era,
at
least
80%
of
the
companies
have
had
performance
expectaOons
built
into
their
share
prices
that
are
in
line
with
industry
expectaOons
and
returns
on
capital.
• The
other
20%
should
brace
themselves
for
a
significantly
faster
or
slower
ride
on
the
treadmill.
48
49. Managerial Implication
• The board will take a long-term view and continue to
support management's value creating priorities, even if
these do not imemediatley strengthen the share price.
• The expectations treadmill is virtually impossible to escape,
and we don't know any easy way to manage expectations
down.
49
50. Part1 Foundations of Value
1. Why Value Value?
2. Fundamental Principles of Value Creation
3. The Expectations Treadmill
4. Return on Invested Capital
5. Growth
50
51. The
fundamental
principles
of
value
creaOon
• The
value
of
a
business
depends
on
its
return
on
invested
capital(ROIC)
and
growth.
51
52. Growth and ROIC:Drives of Value
52
Return on
investment capital
Revenue growth
Cash flow
Cost of of Capital
Value
53. Why
do
some
companies
develop
and
sustain
much
higher
ROICs
than
others?
54. Drivers of ROIC
ROIC = (1− Tax rate)
Price per Unit - Cost per Unit
Invested Capital per Unit
54
If a company has a competitive advantage,it earns a higher
ROIC,because it either charges a price premium or produces its
products more efficiency.
55. Definition of ROIC
from valuation in practice
ROIC=NOPLAT/投下資産
NOPLAT:EBITDA-EBITDAにかかる税金
投下資産:運転資本(ワーキングキャピタル)
+事業用有形固定資産
+その他(事業用)資産
55
鈴木一功(2004)「企業価値評価 実践編」ダイヤモンド社
56. Five
forces
56
Threat
of
new
entry
Bargaining
power
of
suppliers
The
degree
of
rivalry
among
exisOng
compeOtors
Pressure
from
subsOtute
products
Bargaining
power
of
buyers
Because the five forces differ by industry and because companies within the
same industry can pursue different strategies, there can be significant
variation in ROIC across and within industries.
57. Company Profitability:Industry Matters
57
The reason for this difference in the industries' performance lies mainly in
differences between their competitive structures.
Exhibit4.1 (P61)
Consumer goods
Commodities
Pharmaceutical and biotech
58. Sources of Competitive Advantage
Price premium
Innovative products
Difficult-to-copy or patented products, services or
technologies
Quality
Customers willing to pay a premium for a real or
perceived difference quality over and above competing
products or services.
Brand
Customers willing to pay a premium based on brand ,
even if there is no clear quality difference.
Customer lock in
Customers unwilling or unable to replace product or
service they use with a competing product or service.
Rational price discipline
Lower bound on prices established by large industry
leaders through price signaling or capacity
management.
58
Exhibit4.2(P62)
59. Sources of Competitive Advantage
59
Cost and capital efficiency
Exhibit4.2(P62)
Innovative business method
Difficult to copy business method that contrasts with
established industry practice.
Unique resources
Advantage resulting from inherent geological
characteristics or unique access to raw
Economies of scale
Efficient scale or size for the relevant market
Scalable product/process
Ability to add customers and capacity at negligible
marginal cost
60. Empirical
results
of
ROIC
• The
median
ROIC
between
1963
and
2008
was
around
10%
and
remained
relaOvely
constant
thought
the
period.
• ROICs
differ
by
industry
but
not
by
company
size.
• There
are
large
variaOon
in
rates
of
ROIC
between
and
within
industries.
• Rates
of
ROIC
tend
to
remain
fairly
stable-‐
especially
compared
with
rates
of
growth.
60
62. Distribution of ROIC:Shifting to Right
62
There has been a recent shift toward more companies
earning very high returns on capital.
(P73)
Exhibit4.5
63. ROIC Variation across and within Industries
63
Industries where companies build identifiable sustainable advantages,
such as patent-protected innovations and brands,tend to generate higher returns.
Exhibit4.6 (P74)
Top 5 industries
1. Software
2. Pharmaceuticals
3. IT services
4. Broadcasting
5. Household and personal
products
64. Persistence of Industry ROICs
64
Persistently high
・Household and personal product
・Beverages
・Pharmaceuticals
・Software
Persistently medium
・Machinery
・Auto components
・Electrical equipment
・Restaurants
Cyclical
・Chemicals
・Semiconductors
・Oil and gas
・Metals and mining
Persistently low
・Paper and forest products
・Railroads
・Utilities
・Department stores
Trending down
・Trucking
・Advertising
・Health-care-facilities
・Automobiles
Trending up
・Health care equipment
・Aerospace and defence
Exhibit4.7 (P75)
Most
industries
stayed
in
the
same
group
over
the
period.
65. Non financial Companies
:ROIC Decay Analysis
65
High performing companies are in general remarkably capable of sustaining
a competitive advantage in their businesses and/ or finding new business where
they continue or rebuild such advantages.
Exhibit4.8 (P77)
67. Can
companies
keep
their
compeOOve
advantages
over
Ome?
67
The image of traditional sustainable competitive advantage
The image of a succession of temporal competitive advantage
入山章栄(2012)『世界の経営学者はいま何を考えているのか』英治出版 P71
68. Summary of
ROIC
• Returns
on
invested
capital
are
driven
by
compeOOve
advantages
that
enable
companies
to
realize
price
premiums,
cost
and
capital
efficiencies,
or
some
combinaOon
of
these.
• Industry
structure
is
an
important
but
not
exclusive
determinant
of
ROIC.
• If
a
company
finds
a
formula
or
strategy
that
earns
an
a]racOve
ROIC,
there
is
a
good
chance
it
can
sustain
that
a]racOve
return
over
Ome
and
through
changing
economic,
industry,
and
company
condiOons.
68
69. Part1 Foundations of Value
1. Why Value Value?
2. Fundamental Principles of Value Creation
3. The Expectations Treadmill
4. Return on Invested Capital
5. Growth
69
70. Growth and ROIC:Drives of Value
70
Return on
investment capital
Revenue growth
Cash flow
Cost of of Capital
Value
72. Considerable variation in revenue growth
72
Average industry revenue growth varies considerably across industries,
and there are also big differences in growth rates among companies.
Exhibit5.1 (P83)
Top 5 industries
1. Construction materials
2. Energy equipment and services
3. Integrated oil and gas
4. Software
5. Pharmaceuticals
73. Drivers of revenue growth
1. Portfolio momentum(属する業界自体の成長)
• overall expansion in the market segments
2. Market share performance
• gaining or losing share in any particular market.
3. Mergers and acquisitions
• company buys or sells revenues through acquisitions or
divestment.
73
74. Components of Growth
74
Portfolio momentum and M&A explain far more of the differences in the growth
of large companies than growth in market share does.
Exhibit5.2 (P84)
Total
growth
Market
share
performance
M&A
Por`olio
momentum
6.6
3.1
0.4
10.1
Average growth by component
75. Value of Major types of Growth
Value created
Type of growth
Rationale
Above average
・Create new markets through new
products
・Convince exciting customers to buy
more of a product
・Attract new customer to the market
・No established competitors; divert
customer spending
・All competitors benefit; low risk of
retaliation
・All competitors benefit; low risk of
retaliation
Average
・Gain market share in fast-growing
market
・make bolt-on acquisitions to
accelerate product growth
・Competitors can still grow despite
losing share,moderate risk of retaliation
・Modest acquisition premium relative to
upside potential
Below average
・Gain share from rivals through
incremental innovation
・Gain share from rivals through
product promotion and pricing
・Make large acquisitions
・Competitors can replicate and take
back
・Competitors can retaliate quickly.
・High premium to pay; most value
diverted to selling shareholders
75
Exhibit5.3(P86)
76. Variation in growth over product life cycle
76
Sustaining growth is difficult because most product markets have natural life cycles.
Exhibit5.4 (P90)
77. 77
Exhibit 5.9
Unstable Growth for Industries
(P96)
Top 5 industries 1967−1977
1. IT services
2. Software services
3. Broadcasting
4. Computers and peripherals
5. Paper Packaging
Top 5 industries 1997−2007
1. Integrated oil and gas
2. Health-care equipment
3. Energy equipment and services
4. Movies and entertainment
78. Revenue growth decay analysis
78
Growth decays very quickly;high is not sustainable for the typical company.
Exhibit5.10 (P97)
79. Non financial Companies
:ROIC Decay Analysis
79
Companies'rates of ROIC generally remain fairly stable over time.
Exhibit4.8 (P77)
80. Revenue growth transition probability
80
High growth is very difficult to sustain-much more difficult than high ROIC.
Exhibit5.12 (P99)
81. Summary of growth
• Long term revenue growth for large companies is almost
exclusively driven by the growth of the markets they
operate in and by the acquisitions they undertake.
• Attracting new customers to an existing products or
persuading existing customers to buy more of it also can
create substantial value,because direct competitions in the
same market tend to benefit as well.
• The only way to achieve lasting high growth is to continue
introducing new products at an increasing rate-which is just
about impossible.
81