THE PRIVATE COMPANY DISCOUNT

When appraisers or investment bankers value privately held companies by making comparisons to otherwise similar public companies, they typically apply a discount. Most practitioners attribute this discount mainly to the relative illiquidity of private companies; and, for this reason, they value private companies based on empirical studies designed to measure illiquidity discounts. But this assumption and the valuations based upon it are likely to be unreliable because private companies are valued differently than public companies owing to a variety of other, more "fundamental" factors that have caused the firm to stay private rather than choosing to list on an exchange.
This article presents an alternative framework to estimate the discount for private companies that computes four separate valuation multiples for a set of private transactions and a comparable set of public transactions. After comparing these four sets of multiples for both domestic and foreign firms, the authors reach the following conclusions:

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   Domestic private companies are acquired at an average 20–30% discount relative to similar public companies when using earnings (more precisely, EBIT and EBITDA) multiples as the basis for valuing the transactions. The average discount measured using price- to-book value multiples are somewhat lower, and there are no significant differences between the revenue multiples of acquired private and public companies.

       
  
  

Performance Measures in Earnings‐Based Financial Covenants in Debt Contracts

This paper examines how performance measures are defined in major earnings‐based financial covenants in loan contracts to shed light on the economic rationales underlying the contractual use of performance measures. I find an earnings‐based covenant is typically based on a performance measure close to earnings before interest, tax, amortization, and depreciation expenses (EBITDA). However, my empirical analyses show that EBITDA is less useful in explaining credit risk than earnings before interest and tax expenses (EBIT) and even the bottom‐line net income. Thus, measuring credit risk cannot fully explain the choice of accounting performance measures in earnings‐based covenants. I conjecture that contracting parties choose an EBITDA‐related measure, instead of a measure calculated after depreciation and amortization expenses (e.g., EBIT), to make the performance measure less sensitive to investment activities, which can be controlled through other contractual terms, such as a restriction on capital expenditure, and provide empirical evidence consistent with this conjecture.     

Drivers of Shareholder Returns in Tech Industries (or How to Make Sense of Amazon's Market Value)

Earnings according to GAAP do a notoriously poor job of explaining the current values of the most successful high‐tech companies, which in recent years have experienced remarkable growth in revenues and market capitalizations. But if GAAP earnings fail to account for the values of such companies, are there other measures that do better? The authors address this question in two main ways. They begin by summarizing the findings of their recent study of both the operating and the stock‐market performance of 169 publicly traded tech companies (with market caps of at least $1 billion). The aim of the study was to identify which of the many indicators of corporate operating performance—including growth in revenues, EBITDA margins, and returns on equity—have had the strongest correlation with shareholder returns over a relatively long period of time. The study's main conclusion is that investors appear to be looking for signs of neither growth nor efficiency in using capital alone, but for an optimal mix or balancing of those goals. And that mix, as the study also suggests, is captured in a cash‐flow‐based variant of “residual income” the authors call “residual cash earnings,” or RCE. In the second part of their article, the authors show how and why RCE does a much better job than reported net income or EPS of explaining the current market value of Amazon.com , one of the best‐performing tech companies in the world. Mainly by treating R&D spending as an investment of capital rather than an expense, RCE reveals the value of a company that is distinguished by both the amount and the productivity of its ongoing investment—both of which have been obscured by GAAP.     

EVA,not EBITDA: A New Financial Paradigm for Private Equity Firms

Private equity firms have boomed on the back of EBITDA. Most PE firms use it as their primary measure of value, and ask the managers of their portfolio companies to increase it. Many public companies have decided to emulate the PE firms by using EBITDA to review performance with investors, and even as a basis for determining incentive pay. But is the emphasis on EBITDA warranted? In this article, the co‐founder of Stern Stewart & Co. argues that EVA offers a better way. He discusses blind spots and distortions that make EBITDA highly unreliable and misleading as a measure of normalized, ongoing profitability. By comparing EBITDA with EVA, or Economic Value Added, a measure of economic profit net of a full cost‐of‐capital charge, Stewart demonstrates EVA's ability to provide managers and investors with much more clarity into the levers that are driving corporate performance and determining intrinsic market value. And in support of his demonstration, Stewart reports the finding of his analysis of Russell 3000 public companies that EVA explains almost 20% more than EBITDA of their changes in value, while at the same time providing far more insight into how to improve those values.     

Buyout Transactions in the German‐speaking Region: Determinants of Abnormal Performance and Unlevered Returns

This is one of the first comprehensive studies of drivers of private equity performance in the German‐speaking region known as the DACH, made up of Germany, Austria, and Switzerland. It contributes three things to private equity research: First, it explains how operational value drivers affect operational performance (operational alpha) and unlevered rates of return. Second, it whether the same relationships hold across different kinds of private equity business models (those with either organic or inorganic growth strategies; or whether PE investments are small‐cap or mid‐to‐large‐cap). Third, it distinguished between the periods before and after the global financial crisis of 2008. The authors found that (1) annualised benchmark‐adjusted EBITDA margin growth (i.e. improvement in EBITDA margin) is the most significant determinant in abnormal operational performance and unlevered returns, regardless of the business model; (2) private equity firms executing a buy‐and‐build strategy generate lower unlevered returns than those executing an organic growth strategy when the benchmark company is clearly outperformed, most likely because of limited PE managerial resources; (3) mid‐to‐large‐cap private equity firms generate higher unlevered returns and operational alphas than small‐cap private equity firms when the benchmark company is clearly outperformed, because, we believe, larger companies have a higher fixed cost leverage than smaller ones; and we have found that (4) buyout transactions exited during or after the financial crisis yield higher operational alphas but lower unlevered returns compared to buyout transactions exited before the crisis, when the portfolio company underperforms its benchmark company.     

An Investment Management Methodology for Publicly Held Property/Casualty Insurers

Investment officers of publicly held property/casualty companies wrestle with the question of how best to contribute to shareholder value. Should they view themselves as managers of a closed‐end investment company that happens to be funded by insurance underwriting? Or should they instead be investing funds primarily to defease the firm's liabilities and thus support the operations of a company whose principal value derives from its insurance activities? The authors of this article suggest that the investment policy of most insurance companies should have two primary objectives: (1) immunizing insurance reserves with a fixed‐income portfolio and (2) earning “abnormal returns” on surplus in “a responsible and disciplined” way. The latter means adhering to an asset allocation approach that takes account of the risk‐reward tradeoffs presented by a broad variety of investment types as well as the accounting treatment of investment income. Both accounting and economic considerations lead the authors to suggest that after‐tax net investment income (“NII”), as defined by U.S. GAAP, is the best benchmark of performance. While focusing mainly on the fixed income part of the portfolio, the authors suggest active management and portfolio approaches that aim to produce a growing, but relatively stable NII. Consistent with GAAP's treatment of NII (which includes interest income but excludes most capital gains) as “recurring income,” the authors argue that the market appears to assign significantly higher multiples to NII than to other sources of reported income.     

Improving the Health of Healthcare Companies

The healthcare sector has been extremely effective in improving human health while at the same time delivering outstanding returns to shareholders, at least on average. But averages can hide a lot of poor performance, and careful examination of the sector shows a sizable disparity between the long‐run productivity and value added of the top companies and the rest. To better understand the reasons for this disparity, the authors undertook a comprehensive study of how differences in capital deployment strategies, financial policies, and measures of corporate operating performance such as sales growth and return on capital are associated with returns to shareholders. Perhaps the most striking finding is the strong positive correlation in the healthcare industry between higher rates of reinvestment, especially in the form of spending on R&D and acquisitions, and stock price performance. And given the importance of such reinvestment, it is not surprising that maintaining financial flexibility by paying down net debt and otherwise limiting corporate leverage—and even issuing significant equity—are all associated with higher stock returns. When it comes to operating performance, moreover, it's not enough just to be good; it takes growth and improvement in cash flow and earnings to drive share prices higher. Measures of changes in performance such as increases in EBIT and ROIC, and high rates of growth in sales, all show consistently strong and positive relationships with stock returns while measures of levels of performance, especially EBIT margins and EBITDA margins, demonstrate relationships that are weak and in some cases even negative. Last, and consistent with the findings reported above, despite often vocal investor demands to pay dividends and buy back shares, in the case of healthcare as a whole such distributions have a clearly inverse relationship with share price performance. That is to say, the larger the payouts to shareholders, the lower the shareholder returns.     

Evidence from German Companies of Effects of Corporate Risk Management on Capital Structure Decisions

The author investigates the interaction between risk management and capital structure among publicly listed German companies. By surveying executives at these companies, she computes a risk management score for each company indicating the extent of risk management practices. The scores reflect not only the companies' use of derivatives and “at‐risk” ratios, but also the respondents' assessments of how well risk management has been integrated into existing corporate processes. Some results, though not all, are consistent with finance theory. Most important, companies with more extensive risk management activities have higher debt ratios and lower interest coverage ratios. At the same time, such companies also exhibit lower volatility of cash flow, sales, EBIT, and net income, which helps explain their ability to service more debt. And, finally, companies with more extensive—and, according to their responding executives, more effective—risk management also tend to be larger, have longer debt maturities, lower average costs of debt, and have more tangible assets.     

会计信息可比性与劳动收入份额北大核心

利用2006-2019年沪深A股数据,本文考察了会计信息可比性对企业劳动收入份额的影响。研究发现,会计信息可比性的增强显著提高了企业的劳动收入份额,表明会计信息质量的提高有助于员工更好地分享企业的发展成果。进一步研究结果表明,(1)降低资本成本及增大自主研发强度是会计信息可比性提高企业劳动收入份额的两大作用路径;(2)会计信息可比性的增强主要提高了普通雇员的劳动收入份额,对高管劳动收入份额的影响并不显著;(3)会计信息可比性对劳动收入份额的影响存在一定异质性,当企业自身融资约束程度较高、信息透明度较低,或可比公司的会计盈余质量较强时,会计信息可比性与劳动收入份额的正相关关系更强;(4)会计信息可比性通过提高劳动收入份额,提升了企业的价值创造能力。     

有效预警上市公司违规的递延所得税异动指标和人工智能模型

2000-2017年,3434家A股上市公司样本中的47.79%至少有一次违规记录,每年平均有17%的公司违规,而监管机构平均需要2.7年查证并通告违规行为。我们用当年数据构建递延所得税异动指标,可有效预判违规,并发现监管机构未能识别这一指标的警示作用,实际激励了违规公司通过操纵递延所得税提高财务指标以规避稽查。进一步构建决策树模型,对违规事件实现样本外精准判别。本文揭示了A股公司大面积违规而稽查过程冗长迟缓这一重要现象,并分析了违规机制,指出了所得税数据在稽查违规中可以发挥的预警作用,为监管者和投资者提供有效预警上市公司违规行为的新指标和方法。     

Toward Real‐Time Financial Reporting: How to Reduce Investors' Information Gap and the Cost of Capital

Public companies are struggling to provide detailed and accurate guidance in a turbulent world. Many have dropped guidance altogether, or substantially reduced the precision of their guidance. However, they pay a price for the resulting increase in investor uncertainty in the form of a higher cost of capital and reduced equity valuations. This article provides evidence that improving investors' information can help to reduce the cost of capital of public companies. A look at market data for the years 2007 through 2009 for German DAX 30 companies suggests that investor uncertainty stemming from current financial reporting practices appears to be amplifying the expected association between increases in the beta coefficient and the volatility of fundamentals such as revenues and income, which in turn could be increasing the cost of equity capital. The article explores ways for both individual companies and financial regulators to improve investor information and reduce the cost of capital. For individual companies, the proposed solution is more frequent and voluntary provision of information about actual performance in lieu of more extensive financial guidance. A look at market data for the years 2007 through 2009 for German DAX 30 companies suggests that investor uncertainty stemming from current financial reporting practices appears to be amplifying the expected association between increases in the beta coefficient and the volatility of fundamentals such as revenues and income, which in turn could be increasing the cost of equity capital. Quarterly reporting is a matter of tradition while today's information technology could easily provide investors with real‐time, or close to real‐time, financial information. Internal financial controls, the quality of financial reporting, and the cost of capital might all be improved by mandating faster reporting cycles.     

Innovation in Stock Exchanges: Driving ESG Disclosure and Performance

Stock exchanges are in a unique position to promote ESG transparency and leverage their institutional capacity to build more sustainable capital markets. To facilitate the quick uptake of material ESG disclosure and raise the quality and comparability of the data, the Athens Stock Exchange has created ESG guidelines for listed companies that will be published in the summer of 2019. One important feature of the guidelines is their degree of sectoral specificity and emphasis on materiality. The guidelines and supporting metrics they propose are based on reporting practices endorsed by international sustainability standards like the SASB's industry standards. This materiality‐oriented approach will help issuers focus on the sustainability value drivers inherent in their business, and so ensure that corporate ESG disclosures satisfy the demand of investors for comparable quantitative and accounting metrics that help companies communicate their commitment to long‐term value creation.     

董事会报告可读性、制度环境与股权资本成本

依据2007-2016年中国上市公司数据,考量上市公司董事会报告的可读性、制度环境与股权资本成本之间的关系。结果发现：董事会报告更好的可读性、制度环境更完善有助于降低公司股权资本成本;制度环境越完善,公司股权资本成本越少受到董事会报告可读性的影响。鉴此,应完善公司非财务信息披露和外部制度环境,促进企业有效信息的对外传递,降低企业融资成本。     

Reputation and its risks

Regulators, industry groups, consultants, and individual companies have developed elaborate guidelines over the years for assessing and managing risks in a wide range of areas, from commodity prices to natural disasters. Yet they have all but ignored reputational risk, mostly because they aren't sure how to define or measure it. That's a big problem, say the authors. Because so much market value comes from hard-to-assess intangible assets like brand equity and intellectual capital, organizations are especially vulnerable to anything that damages their reputations. Moreover, companies with strong positive reputations attract better talent and are perceived as providing more value in their products and services, which often allows them to charge a premium. Their customers are more loyal and buy broader ranges of products and services. Since the market believes that such companies will deliver sustained earnings and future growth, they have higher price-earnings multiples and market values and lower costs of capital. Most companies, however, do an inadequate job of managing their reputations in general and the risks to their reputations in particular. They tend to focus their energies on handling the threats to their reputations that have already surfaced. That is not risk management; it is crisis management--a reactive approach aimed at limiting the damage.The authors provide a framework for actively managing reputational risk. They introduce three factors (the reputation-reality gap, changing beliefs and expectations, and weak internal coordination) that affect the level of such risks and then explore several ways to sufficiently quantify and control those factors. The process outlined in this article will help managers do a better job of assessing existing and potential threats to their companies' reputations and deciding whether to accept a particular risk or take actions to avoid or mitigate it.     

Do auditors constrain intertemporal income shifting in private companies?*

This study investigates the association between private company auditing and intertemporal income shifting. Using a large reduction in the Finnish corporate tax rate as a strong incentive for income shifting and financial statement data coupled with proprietary information from the tax authorities, we analyse accruals and cost stickiness of small private companies. Our results reveal significant differences in accrual income shifting between audited and unaudited companies, but only among companies that on average could anticipate the tax reduction the most. Further, we find auditors to restrict sticky selling, general, and administrative cost behaviour that we hypothesise is associated with illegal actions. Additional tests expose a nontrivial number of incorrectly unaudited companies which are the ones mostly associated with income shifting. Taken together, our study highlights the effects of audit exemption and the importance of enforcement while also suggesting that the audit process is value adding for the tax authorities.     

The Value-Relevance of Financial and Nonfinancial Information—Evidence from Taiwan’s Information Electronics Industry

This study integrates general measurements of the information electronics industry based on the concepts of the balanced scorecard, intellectual capital, and intangible assets. The reasons for the difference between the corporate market value and book value are also analyzed, and the impacts of both financial and nonfinancial perspectives on the corporate value are explored. The component items of net income are found to be more effective in explaining the value of a company than merely looking at the bottom line. It is concluded that RI and EVA have significant and similar explanatory power in terms of evaluating the performance of the information electronics industry. Moreover, a review of the nonfinancial performance of information electronics companies on the basis of segmented samples reveals significant results in terms of explaining the value of the upstream, midstream, and downstream companies.     

Voluntary disclosure of corporate venture capital investments

In this paper, we investigate drivers of corporate venture capital investment announcements. Consistent with voluntary information disclosure theories, we find that a public announcement is less likely to be made when the start-up firm is in the seed stage but more likely when the parent company is large, active in concentrated markets and in non-high-tech industries; spends heavily on internal R&D and capital expenditures; has low leverage ratio; and faces more information asymmetry problems. In addition, corporate venture capital programs managed externally disclose more often than internal programs. We find that parent companies facing more severe asymmetric information problems enjoy the highest abnormal returns in response to announcements. This study contributes to the literature on voluntary information disclosure in that it evidences that larger corporations use disclosure of some of their investments in innovative startups strategically as a way to convey valuable information to the market.     

University of Texas Roundtable on The State of the U.S. Private Equity Market

In this discussion that took place at the 2017 University of Texas Private Equity conference, the moderator began by noting that since 2000, the fraction of the U.S. GDP produced by companies that are owned or controlled by global private equity firms has increased from 7% to 15%. What's more, today's PE firms have raised an estimated $1.5 trillion of capital that is now available for investing. And thanks in part to this abundance of capital, the prices of PE transactions have increased sharply, with EBITDA pricing multiples rising from about 8.8X in 2012 to 11.5X at the beginning of 2017. Partly as a consequence of such abundant capital and high transaction prices, the aggregate returns to U.S. private equity funds during this four‐year period have fallen below the returns to the stockholders of U.S. public companies. Nevertheless, the good news for private equity investors is that the best‐performing PE firms have continued their long history of outperforming the market. And the consistency of their performance goes a long way toward explaining why the overwhelming majority of the capital contributed by limited partners continues to be allocated to funds put together by these top‐tier PE firms. In this roundtable, a representative of one of these top‐tier firms joins the founder of a relatively new firm with a middle‐market focus in discussing the core competencies and approaches that have enabled the best PE firms to increase the productivity and value of their portfolio companies. Effective financial management—the ability to manage leveraged capital structures and the process of readying their companies for sale to potential strategic or financial investors—is clearly part of the story. But more fundamental and critical to their success has been their ability to find undervalued or undermanaged assets—and either retain or recruit operating managements that, when effectively monitored and motivated, are able to realize the potential value of those assets through changes in strategy and increases in operating efficiency.     

EVA AND THE "NEW ECONOMY"

Some have observed that the new economy means the end of the EVA performance measurement and incentive compensation system. They claim that although the EVA system is useful for oldline companies with heavy investments in fixed assets, the efficient management of investor capital is no longer an imperative for newage firms that operate largely without buildings and machinery–and, in some cases, with negative working capital. This article argues that EVA is not only suitable for the emerging companies that lead the new economy, but even more important for such firms than for their “rust belt” predecessors. While there may be a new economy in terms of trade in new products and services, there is no new economics– the principles of economic valuation remain the same. As in the past, companies will create value in the future only insofar as they promise to produce returns on investor capital that exceed the cost of capital. It has made for sensational journalism to speak of companies with high valuations and no earnings, but this is in large part the result of an accounting framework that is systematically flawed. New economy companies spend much of their capital on R&D, marketing, and advertising. By treating these outlays as expenses against current profits, GAAP accounting presents a grossly distorted picture of both current and future profitability. By contrast, an EVA system capitalizes such investments and amortizes them over their expected useful life. For new economy companies, the effect of such adjustments on profitability can be significant. For example, in applying EVA accounting to Real Networks, Inc., the author shows that although the company reported increasing losses in recent years, its EVA has been steadily rising–a pattern of profitability that corresponds much more directly to the change in the company's market value over the same period. Thus, for stock analysts that follow new economy companies, the use of EVA will get you closer to current market values than GAAP accounting. And for companies intent on ensuring the right level of investment in intangibles– neither too much nor too little– EVA is likely to send the right message to managers and employees. The recent decline in the Nasdaq suggests that stock market investors are starting to look for the kind of capital efficiency encouraged by an EVA system.     

Size effects and economies of scale in European real estate companies

This study investigates scale economies in European real estate companies. We examine the effects of size on revenue, expense, profitability ratios and capital costs using panel data regression. We find that larger real estate companies in Europe are able to generate higher revenue per unit of company size, incur lower costs and produce higher returns. Net Operating Income ratios and return ratios increase while Selling, General and Administrative expense ratios decrease with the size of a company. However, we do not find evidence that larger companies have lower cost of debt or lower weighted average cost of capital. From our analysis, it is evident that particularly small firms can reap substantial economies of scale as they grow. However, the benefits of further growth tend to be much more modest for larger companies. Given REITs are on average larger than comparable non-REITs this may explain why REITs have lower economies of scale in expenses and revenues than Non-REIT real estate companies.