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January
2004 / No. 27 |
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Trade &
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How Much Cash Does Your Company Need? |
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The value of intangible assets is highly dependent on
a company’s own ability to fund those assets, while the value of
tangible assets is independent of the company. |
More than you think—a lot more—if yours
is a knowledge-based corporation. That’s because you need to provide for
intangible liabilities—the investments a company has to make to realize the
benefits of its knowledge.
After its merger with rival
Warner-Lambert in 2000, New York-based pharmaceutical giant Pfizer found
itself sitting on a net cash position approaching $6 billion. That seemed
extraordinarily conservative for a company whose products generated close to
$30 billion in revenues. Those products included some of the world’s
best-selling drugs. The anti-cholesterol blockbuster Lipitor alone generated
worldwide revenues in excess of $7 billion in 2001.
Most large companies with revenues that
healthy would increase their leverage, or the amount of debt they carry,
thereby unlocking tremendous value for their shareholders, both from tax
benefits and from the market’s well-documented perception that managers with
less money to spend will spend it more wisely. Consider Bank of America. Its
capital structure, like that of most banks, relies heavily on debt. The value
of the tax shields alone accounts for approximately one-third of the
company’s $120 billion market capitalization. But is this kind of strategy
appropriate for a knowledge-based company like Pfizer? To answer that
question, Tim Opler of Credit Suisse First Boston and Richard Passov undertook
an in-depth study of the knowledge-based businesses that were most closely
comparable to Pfizer. There, we saw a rather different picture: The world’s
largest and most successful technology and life sciences companies were
consistently holding significant net cash positions.
Like Pfizer, these companies had market
valuations that were much greater than the value attributable to their
ongoing businesses, a premium that reflects these companies’ ability to
create new products through R&D. And like Pfizer’s, these companies’ assets
were very risky—a fact often obscured by the companies’ balance sheet
structure. Pfizer shares, for example, had approximately the same price
volatility (30%) as those of Bank of America in 2001. But Pfizer had a
negative leverage ratio of 0.3:1 where Bank of America had a ratio approaching
10:1. If the equity volatilities are adjusted to eliminate the effect of the
two companies’ balance sheet structures—treating both companies as if they
were wholly equity financed and had no cash—we see that Pfizer has an
underlying asset volatility of close to 30% while Bank of America has a
volatility closer to 5%. Because of this higher underlying volatility, Pfizer
and the other knowledge companies we looked at were in a group apart from
other large corporations.
We believe that these companies’
decisions to run large cash balances is one of the key factors in sustaining
the value of their intangible assets—which typically comprise a substantial
portion of overall valuations for knowledge companies. Only by consistently
investing in their intangible assets can knowledge companies hope to
preserve the value of those assets. A company that finds itself unable to meet
such commitments because unfavorable market conditions reduce its operating
cash flows will find its share price suffering almost as much as if it were to
default on its debts. By the same token, with the right balance sheet,
knowledge companies can profitably insure against the risk of failing to
sustain value-added investments in difficult times. An optimal capital
structure that calls for significant cash balances is at odds with the results
of a traditional capital structure analysis but explains the financial
policies of many well-run knowledge companies.
Funding the Intangible:
To see why knowledge companies
aren’t suited to traditional capital structures, consider again Pfizer. In
mid-2001, the company’s market valuation was in excess of $200 billion. Of
that amount, Wall Street analysts estimated that more than 30% was derived
from the company’s R&D pipeline and its worldwide branding and marketing
capabilities. A large portion of the drug pipeline was in advanced stages of
development, but significant investment and risks were still associated with
realizing the potential value. Furthermore, a great deal of value was
attributed to early-stage development projects. Indeed, looking forward,
Pfizer’s anticipated revenue stream relied more and more on products yet to
be developed and less on those already being marketed.
Pfizer’s intangible assets are the
product of heavy ongoing investment. The company’s R&D alone consumes about
$7 billion a year. What’s more, the productivity of the company’s research
scientists depends on maintaining a vast, interconnected IT infrastructure.
Such investments are not treated as liabilities in a traditional capital
structure analysis. To see why that’s a problem, consider what would happen if
Pfizer found itself in a situation where internally generated funds could no
longer sustain R&D. Finance theory maintains that the market will always be
willing to provide funds for a good investment opportunity. Based on that
reasoning, companies with promising pipelines should always be able to find
funding for R&D. History has shown, however, that in times of need, external
financing can be exorbitantly expensive or simply unavailable for knowledge
companies.
Intel experienced just such a funding
crisis in the early 1980s. At that time, the company’s 80286 microprocessor
chip had just emerged as the key hardware component for IBM’s burgeoning
personal computer business. Unfortunately, Intel was at the same time
involved in producing DRAM memory chips, which were becoming commoditized
due to competition from Japanese manufacturers. Intel’s cash position dwindled
and its debt rose to the point where the company was unable to make the
capital expenditures necessary to complete the development of its
microprocessors. Intel was forced to raise new equity capital from its
primary business partner, IBM, which purchased 12% of the company for $250
million. The capital infusion allowed Intel to continue its R&D program and
build manufacturing plants for new microprocessors while simultaneously
sustaining a costly transition away from the DRAM market.
Arguably, Intel’s inability to meet its
R&D commitment cost its shareholders as much as a debt default would have.
Like a debt crisis, the funding crisis had forced the company into financial
distress. Had Intel not shrewdly repurchased the stake in the late 1980s, by
2001, IBM would have earned a 100-fold increase on its initial investment.
Of course, Intel and Pfizer are not the
only companies that have large capital commitments. Oil companies, for
example, spend huge amounts of money on exploration and development. Yet they
often use more leverage and seem less vulnerable to the whims of the capital
markets. The difference in financial strategies seems to lie in two important
distinctions between tangible and intangible assets. These factors also
explain the relatively high asset volatility of Intel, Pfizer, and other
successful knowledge-based companies.
Intangible assets are company
dependent. The value of tangible assets—even those that require considerable
investments to exploit—is usually widely recognized by outside investors. An
oil reserve, for example, has a generally agreed-upon value, regardless of the
company that owns it. Energy giant ChevronTexaco has to spend billions to
exploit its reserves. But because the value of those reserves can be estimated
and easily communicated, the company usually can find the money to fund
development regardless of the state of its finances. By contrast, the value
of a company’s intangible assets is typically understood only by the company
itself or its close partners. If the company fails to invest in maintaining
the value of its intangible assets, no one else is likely to volunteer. In
other words, the value of intangible assets is highly dependent on a company’s
own ability to fund those assets, while the value of tangible assets is
independent of the company. In Intel’s case, nobody had any idea in 1983 what
a huge market microprocessors would become, which explains why the company
could obtain funding only on expensive terms from IBM. This experience cast
into sharp relief the value of holding cash reserves, and Intel went on to
build a strong balance sheet to provide insurance against potential future
funding needs.
Intangible liabilities cannot be hedged.
The second reason intangible assets are different from tangible ones is that
the risk that a company will be unable to meet commitments on intangible
assets cannot be easily hedged. The value of an oil company’s exploration and
development budget is subject to the variable market pricing of oil; a sharp
fall in oil prices reduces the value of those projects. However, the risk of a
fall in oil prices can be hedged in the financial markets, which allows the
company to preserve the value of its exploration and development projects
even when business conditions deteriorate. Even if it decides not to protect
its exploration and development projects in this way, the company enjoys a
natural hedge because the price of oil is highly correlated with cash flows.
When the firm’s cash flows are low, so is the expected value of exploration
and development. That means the company is most likely to be short on funds
when it least needs to spend the money on the asset. By contrast, a knowledge
company’s primary risk—whether or not the various molecular compounds in its
pipeline will react as hoped, for example—is impossible to hedge in the
financial markets. That risk is also unlikely to be correlated with the
company’s cash flows. A particular molecule may react as planned, but the
company may run out of funds before discovering that. Unlike an oil company,
therefore, a pharmaceutical company may face a funding crisis just when the
value of continuing its research is highest. The only way to manage that risk
is to ensure that the company always has on hand enough liquid
assets—essentially, cash—to meet its R&D liabilities.
If the defining characteristic of a
liability is that the company’s inability to meet it triggers financial
distress, then it is only logical that R&D expenditures of Intel, Pfizer, and
their peer companies should be considered liabilities—just as inescapable a
commitment as if they were a debt obligation. Companies do not currently treat
R&D and comparable investments in intangible assets as balance sheet items.
But from an economic perspective, they probably should. After all, if the
market is placing a value on the promise of future success in drug discovery,
for example, it is also expecting that the resources necessary to discover
these drugs will be available to spend as needed.
Reoptimizing the Balance Sheet:
Once a company’s intangible
assets—and the unhedgeable liability associated with them—are recognized as
being capable of causing financial distress, a key input variable into the
calculation of optimal capital structure changes. Traditionally, companies
determine the optimal capital structure by calculating the point at which the
expected costs of financial distress from the likelihood of defaulting on debt
begin to outweigh the tax benefits of debt—unlike dividends, debt interest
payments are tax deductible.
Let’s look at the numbers in more
detail. The tax benefit, or tax shield as it is usually called, is determined
by the corporate tax rate: Simply multiply the amount of debt by the marginal
corporate tax rate. Arriving at the cost of defaulting on debt is a bit more
complicated: The probability that the company will not be able to meet its
debt obligations is multiplied by the likely impact of that default, should
it happen, on the company’s value. One practical way to estimate the
probability of default is to look at the historical volatility of a company’s
cash flows. From that, you can determine through statistical analysis how
frequently a company’s cash flows are likely to be less than the level of
interest payable for a given level of debt. Obviously, the greater the size
of the interest bill, the higher that probability. If a company’s historical
cash flows are not available, analysts can use industry data or empirical
studies that provide default rates. Debts rated Aaa by Moody’s, for instance,
have historically had a 0.1% chance of defaulting within five years, a Baa
rating a 1.8% chance, and a B rating a 32% chance. A more ambitious analyst
could also use default rates implied by an analysis of spreads ort corporate
bonds or credit derivatives.
The impact of default can be estimated
by looking at the empirical data. Research shows that a typical company will
lose roughly 20% of its enterprise value (market value of the company’s shares
plus the value of its debt less cash) in times of financial distress.
Multiplying this number by the probability of default determined above
produces the expected cost of default, or the amount a company would want to
insure itself for, if it could. So for an average company with a default
probability of 5% over a five-year horizon, the expected cost of default,
over that same time period, would be 1% of the firm’s enterprise value.
The underlying assumption in using this
method of calculating optimal capital structure is that a company’s debt
level is the principal determinant of whether or not a company will suffer
financial distress. But as we’ve argued, a company can lose just as much
value, if not more, if it cannot fund the intangible liabilities associated
with its intangible assets. In other words, financial distress costs can kick
in even while a company has a net-cash position. On that basis, the
calculation needs to be adjusted. First, the probability of default must be
adjusted to encompass the probability of distress: It should be determined not
by the probability of interest costs exceeding cash flow but by the
probability of interest costs plus R&D expenses (or other capital
expenditures) exceeding cash flow. Similarly, the impact of default must be
adjusted to reflect the fact that the value of intangible assets tends to be
much more volatile than that of tangible ones and their higher volatility
exposes the company to greater financial risk.
Recalculating Distress Probability:
The adjustment for this is quite simple, since all you are doing is raising
the cash flow bar. In effect, you’re increasing interest costs by the size of
your R&D budget, or at least that portion of it for which it would be
difficult to obtain external financing on reasonable terms. Applying
historical cash flow volatility to this new number gives you the probability
of distress due to default on intangible liabilities.
Companies may wish to make even more
precise estimates. At Pfizer, for instance, an analysis of our historical cash
flows allows us to quantify the impact of losing patent protection on
currently marketed products. Another key risk we consider is the possibility
that a drug might be withdrawn from the market due to safety concerns. To
account for that, we use industry data to model the likelihood of an approved
drug being pulled from the market.
Recalculating Distress Impact:
Intangible assets tend to be more volatile than tangible ones, so we would
expect companies with substantial intangible assets to suffer more in
financial distress than companies whose assets were largely tangible. Our own
empirical research confirms this. We found that the extent of value loss
during a period of financial difficulty is positively correlated to a
company’s underlying business risk—that is, its asset volatility. When
calculating the impact of distress costs, companies must take this higher
volatility into account.
Running the numbers for Pfizer, we found
that the company’s optimal capital structure—the structure that maximized
the company’s value—called for holding a positive net financial balance, as
shown in the exhibit "Pfizer’s Optimal Capital Structure." That stands in
sharp contrast with the optimal capital structure predicted by a conventional
approach—a net debt position entirely inadequate to maintain the value of
Pfizer’s intangible assets.
Beyond Pfizer:
Our model does not apply only to
knowledge-based firms; it can be used to calculate the optimal capital
structure of all types of firms. Consider again ChevronTexaco, which has $99
billion in annual revenues, nearly $10 billion in cash flow from operations,
and annual capital expenditures approaching $8 billion in 2002. While the
company has comparable capital outlays to those of Pfizer, it does not rely
nearly as heavily on intangible assets.
The bulk of ChevronTexaco’s capital
commitments consist of exploration and development expenditures. As we have
pointed out, development costs can be easily hedged. Exploration, however,
counts as a true liability. To calculate the probability of distress at
various levels of leverage, therefore, we looked at the volatility of
ChevronTexaco’s cash flows and applied that to the combined average historical
interest and exploration costs. To estimate the impact of financial distress,
we looked at our empirical data, which showed that oil companies typically
lose about 20% of their enterprise value in times of distress. Our analysis
indicated an optimal net debt level of approximately $10 billion for the
company. This compares with ChevronTexaco’s actual net debt position of $12
billion as of year-end 2002.
A conventional model based on the
weighted average cost of capital approach would suggest that ChevronTexaco
should have debt in excess of $20 billion. Clearly, our model does a better
job of explaining this well-run company’s financial policy.
Does our model always find that
traditional firms can operate with leverage while knowledge-based firms
shouldn’t? Not necessarily. Consider the case of Oracle, the enterprise
software giant that had nearly $9.7 billion in revenues in 2002. Approximately
60% of Oracle’s revenues come from licenses associated with its software,
while nearly 40% come from product support and consulting services. To counter
fierce competition from giants like Microsoft and IBM, as well as newer
competitors like SAP, Siebel, and PeopleSoft, Oracle invests considerable sums
in R&D, marketing, and training. More than 10% of annual revenues are
committed to the research and development of new products. In 200l and 2002,
the company spent over $1.4 billion each year on capital expenditures and R&D.
To determine the probability of default for various net cash-to-debt
scenarios, we used historical cash flow volatility, analysts’ projections
for the company’s future debt, and R&D expenditures. To estimate the impact
of default, we looked at the cost for companies with asset volatility
comparable to Oracle’s.
Our analysis suggested an optimal net
cash position of approximately $1 billion, which contrasts with Oracle’s
actual net cash position of around $6 billion. This finding raises some
strategic questions. If current predictions about the slowing growth potential
in the software industry come to pass, then there may come a time when even
Oracle shareholders would fare better with a nice, steady dividend and
leverage in the company’s capital structure. (It is interesting to note that
Oracle’s move to acquire PeopleSoft, were it funded by debt, would bring its
net cash position much closer to the optimal level predicted by our model.)
Business strategy and financial
strategy are inextricably linked. Therefore, companies must develop capital
policies in light of their business risks. Indeed, balance sheet management
is best viewed as a form of risk management to be coordinated with the other
ways in which companies manage business and financial risks. Johnson &
Johnson’s consumer products business, for example, has had strong and stable
operating cash flows, which tend to buffer the potential liquidity
requirements of the company’s riskier pharmaceutical business. As a result,
Johnson & Johnson can afford to have a smaller financial asset position than
would a pure-play pharmaceutical company.
Intangible assets are the "dark matter"
of the business universe. Since we can only observe them by their effects,
it’s difficult to understand and catalog them, which is precisely why the
accounting balance sheet differs from the economic one. Accountants like to
deal in concrete fact, while economists are happy enough with theory. But even
accountants cannot deny that the effects of intangible assets are
far-reaching. The ability of intangible assets to influence the likelihood and
degree of financial distress through the liabilities they create is not the
least important of those effects. By suggesting ways to measure the effects,
we hope to have made a small contribution toward incorporating intangible
assets into capital structure analysis.
Courtesy of Harvard Business Review, December 2003 |
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CURRENT ISSUE |
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Jan. 2004 / No. 27 |
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