Value Attribution in Private Equity Analysis
Value Attribution in Private Equity Analysis
In response to the increasing need for investors to ascertain how value is created in private equity
investments and ultimately identify General Partners (“GPs”) that create sustainable value-add and
“build better businesses,” Duff & Phelps has developed a conceptual and analytical framework to
measure and attribute created value to its sources. While the framework was created for the analysis
of private equity investments, it is suitable for analyzing value creation for many asset classes and
strategies including activist investing and public companies. The Duff & Phelps Created Value
Attribution (“CVA”) Framework builds on industry convention by drilling down to fundamental
market, industry, and company specific value change factors, including organic and acquired, and
then quantitatively maps created value to four fundamental sources: Industry/Sector, Capital Markets
(“Beta”), Deleveraging, and Unique (“Alpha”).
2
Created Value Attribution
This approach quantifies the impact of the change in each number of GPs and limited partners (LPs) we believe that the
of these variables while holding each of the other two factors significant majority of firms in the industry utilize this
constant. While we have identified a few firms that perform convention.
more sophisticated analyses, based on our discussion with a
3
Created Value Attribution
2000 $679
$(768)
$262 $1869
$1,684
($ in millions)
1,500
1,000
500
Initial Investment Value EBITDA Impacts Multiple Impact Net Debt Impact Investment Value as of
(USD) the Analysis Date
(USD)
In order to focus in on the changes in value and not to have the changes obscured by the starting and
ending values, the changes in value can also be presented using a tornado diagram, as shown below.
$0
Total Change in
($77)
Total Enterprise
Value
TEV at June 30, 2011: $3,923
4
Created Value Attribution
Analyzing these factors can be useful in assessing what is An increase in the multiple can reflect higher market and/or
apparently1 driving changes in value from one time period to company expectations, or reduced trailing performance.2
another. In fact this conventional analysis should be an essential Similarly, a lower multiple can reflect good or bad news,
tool in assessing how and why a fair value estimate has changed for instance, as market expectations decline or as trailing
from the prior period and thus serves as a reasonableness check performance improves. In addition to macro factors beyond
for fair value estimates for unrealized investments. While such the control or influence of the GP or the portfolio company
analysis of the above three drivers of value change is useful in management team, a decline in the multiple could result from
identifying, from a mathematical perspective, components of declining growth prospects or from a successful execution of
value change, these value drivers alone do not provide much a growth strategy implemented at acquisition, in addition to
insight as to how value is being created. other potential causes. Without detail and context, changes
in the multiple provide very little, if any, insight into how value
In the example above, the change in EBITDA provides a positive is created and whether the factors are industry or sector driven,
contribution to value change, while significant negative impact company specific, related to changing capital market
from the change in multiple more than offset it, resulting in a slight rates of return, or some combination thereof.
decline in enterprise value. Further, the decline in net debt
provides a positive contribution to value change, resulting in Similarly, changes in net debt can reflect positive and negative
an overall increase in the reported fair value. But each of these cash flows from operations, but historical cash flows can also be
factors may or may not actually reflect value creation, as obscured by financial engineering or the financing of acquisitions.
explained below.
We concluded that the current industry convention of looking
Increases in EBITDA, for example, would suggest a positive result, simply at changes in EBITDA, the multiple and net debt to assess
as this increase is typically viewed as representing an improvement and attribute value creation is inadequate to effectively identify
in the operations of a business. However, if EBITDA increases evidence of operational or strategic value-add that results from
solely as a result of an acquisition, the increase in value was not GP competencies and leadership.
created, but rather purchased. In fact there could be, at least in
theory, situations where increases in EBITDA are a detriment to
value as a result of the buyer paying too much (e.g., for overstated The Duff & Phelps created value
expectations and synergies). Changes in EBITDA may point to
where and how value change takes place, but do not necessarily
attribution framework
Responding to the need to better assess how value is
directly provide any insight into how value was created.
created, Duff & Phelps has developed a more robust
With respect to multiple expansion, increases in value that attribution framework, based on discussions with clients
are manifest through an increase in the multiple are typically and others in the GP and LP communities as well as our own
viewed as value creation driven by market, industry or other experience and core competencies in the valuation of private
macro factors and thus may be viewed with at least some level equity portfolio companies. While we concluded that the
of skepticism by investors with respect to assertions of GP conventional approachto value attribution was inadequate,
value-add. Ascertaining any insight into the value creation we also determined that it was a logical and practical starting
process based on movement of the valuation multiple is point, given the familiarity that GPs and LPs have with it and
difficult as multiples increase and decrease for reasons that as well its alignment with the multiple-based approach to
may be positive, negative, or neither. Additionally, changes in valuation that has been a staple of the private equity industry.
multiples may be related or unrelated to the subject company.
The Duff & Phelps Framework builds on the conventional approach
Multiple expansion in the context of a broad bull market, for
and is comprised of three essential components:
example, is often not seen as justifying the 2% and 20% fee
structure and illiquidity associated with private equity 1. Primary deconstruction (of the components of the
investment. Multiples can change due to movement in the conventional analysis);
numerator (level of risk and/or expected growth) and/or the 2. Integration of portfolio-company-level performance
denominator (cash flow or earnings), and therefore can reflect benchmarking; and
both changes in expectations and past performance. 3. Isolation and segregation of acquisition-related
transaction impacts.
1. We use the word “apparently” as this conventional analysis suggests areas of value creation and destruction but may obscure actual value creation and
destruction as explained in the following paragraphs.
2. Company specific reasons leading to an increase in the multiple could stem from many factors, such as an increase in expected growth stemming from new
market initiatives or poor recent performance (but with the expectation of recovery).
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Created Value Attribution
After drilling down to fundamental market, industry, and company the change in the cost of capital (i.e., required market rates
specific factors, including both organic and acquired growth, we of return at the enterprise level) and the changes in market
then map the ensuing value change drivers to four fundamental expectations relative to past performance, or what we refer
sources: Industry/Sector, Capital Markets (“Beta”), Deleveraging, to as “growth profile.” The term “growth profile” refers to
and Unique (“Alpha”). the overall expectations of growth, in terms of the rate, extent,
and timing of expected cash flows that is reflected in the
valuation multiple.3
Primary deconstruction
Primary deconstruction involves disaggregating the value Net Debt:
change impact of each of the factors of the conventional approach
In addition to the pay down of debt and/or a build-up of cash,
(EBITDA, multiples, and net debt) into their
the change in “net debt” may also reflect changes in a number
primary constituents.
of balance sheet and capital structure items that are often not
separately identified. These include dilution resulting from
EBITDA: management equity plan related stock and option issuance as
The impact of the change in EBITDA is deconstructed into well as other transactions. Other potential items in the category
the component attributable to the change in revenue and the include the capital structure effects of platform acquisitions and
component attributable to the change in margin. This first level divestitures, dividends, and capital infusions.
of deconstruction of the change in EBITDA can add some
Primary deconstruction results in identifying and measuring
clearly meaningful information. Specifically identified is value
the impacts of at least five separate value creation drivers:
creation attributable to top line revenue growth versus that
attributable to improved profitability. Likewise, decreases 1. Change in Revenue;
in value may be quantified and attributed to revenue and/or
2. Change in Margin;
profitability declines, and changes in value can also represent
a mix of positive and negative changes in revenue and margin. 3. Change in Cost of Capital;
Net Debt
EBITDA Multiple Balance Sheet /
Capital Structure Impacts
After applying Primary Deconstruction to our previously introduced followed by a relatively modest contribution from capital
illustrative example (see below), more detail emerges. In this structure/balance sheet impacts (of which the change in net debt
example, the most significant positive contributing factor to is one factor – a more detailed discussion follows below). All other
value change is the impact attributable to the change in margin, value change drivers contribute negatively to value change.
3. The change in multiples can be calculated either on an industry or company specific basis. We believe that it is important to calculate and understand the change
in multiples both ways, as explained in the next section which discusses the integration industry benchmarking. As a result, we also ultimately calculate growth
profile on both an industry and company specific basis.
6
Created Value Attribution
Total Change in
$185
Investment Value
In assessing the potential contributions, if any, to value Value creation driven by enhanced profitability at the enterprise
creation (or destruction) attributable to GP actions and level in excess of that achieved from the overall industry level
decisions, it is then logical to examine the portion of the indicates, all else being equal, outperformance that could
specific impacts above driven by industry/sector factors provide evidence of GP value-add (i.e., resulting from GP-driven
versus the portion that is company specific. initiatives). This value creation attributable to GP actions would
not be available through making a benchmark or industry-based
In the case of our illustrative example, one of the primary questions
investment comprised of a basket of public securities
to ask and answer is “How much of the margin improvement
representative of the industry (e.g., an industry ETF).
can be explained by industry/sector trends and how much is
specific to the portfolio company?” The next step or component The integration of performance benchmarking into the analysis of
of the Duff & Phelps CVA analysis below therefore provides a value created, results in further deconstruction and in a finer level
standardized framework with which to answer this question. of detail, providing visibility into a number of industry, sector and
company specific value change drivers. Specifically:
Integration of portfolio- 1. The change in revenue is deconstructed into (a) the
company–level performance change in market size and (b) the change in market share;
7
Created Value Attribution
EBITDA Multiple
Cost of Growth
Revenue Margin
Capital Profile
Revenue Impacts resulting in a lower cost of capital. The Duff & Phelps Framework
We first examine the revenue growth rate exhibited by the addresses this by deconstructing the change in the cost of capital
portfolio company relative to that of an industry benchmark.4 to arrive at an industry change in the cost of capital and the change
This analysis separates the created value due to the change in attributable to the portfolio company on an incremental basis.
market size from the created value due to the change in market
The change in the cost of capital can be deconstructed in
share. In most cases one would consider the change in market
(g) the industry cost of capital change and (h) the change
size to be the result of macro factors, as opposed to enterprise-
in the incremental company specific cost of capital.
level factors. In contrast, the change in market share speaks to
performance of the enterprise.
Margin Impacts
Determining industry benchmarks
A critical component of the integration of performance
Similarly, the change in margin can be separated into the change in
benchmarking is the determination of the industry benchmark,
industry margin and the change in the portfolio company’s margin
and there is no simple one-size-fits-all method to benchmark
relative to that of the industry (i.e., the incremental company-
industry performance. Sometimes a single proxy or group of
specific change in margin).
publicly traded competitors is used for benchmarking but this
Growth Profile Impacts approach often suffers from “pure-play” and size issues, and may
therefore present a very limited or distorted view of the industry.
Just as the change in the portfolio company’s growth profile can
Additionally, a single proxy is not necessarily representative
be derived from the change in the company’s implied valuation
of the industry as a whole. It is generally preferable to create
multiple, the change in the industry’s growth profile can be
a comparable company group, as is used to determine fair
ascertained from the change in the industry benchmark multiple
value using a market approach. In the valuation process, the
(e.g., weighted average multiple of comparable companies). This
comparable company group is utilized to benchmark value
analysis allows the impact from the change in growth profile to be
based on historical and expected performance while normalizing
deconstructed into the change in industry growth profile and the
exposure to comparable risk and opportunity. Within the Framework,
change in the incremental company-specific growth profile.
a comparable company group can be used as a proxy for the
industry or that part of the industry in which the portfolio
Cost of Capital Impacts
company operates in order to assess relative performance.
Cost of capital impacts can also be separated into industry In order to reflect the contribution of all of the comparables to
and company specific components. GPs often maintain that industry performance, a weighted average of the performance
as a portfolio company grows and/or becomes more diversified of the comparable companies is utilized rather than relying on a
in its product and customers, the portfolio company’s cost of
median or mean figure. A weighted comparable company group
capital decreases relative to what it otherwise would have been.
can also be thought of as a readily investible alternative to the
In cases like these it may be appropriate to give credit to the GP for
portfolio company and thus represents an investable measure of
value created as a result of lowering the riskiness of the business,
industry performance. The comparable group therefore
4. Note that the industry benchmark (explained further below) is a portfolio company benchmark of firms operating in the same industry. It is not a benchmark of
private equity performance or returns
8
Created Value Attribution
provides a real view of the opportunity cost of investing in Adjustment factors, to reflect degree of product/service relevancy
the portfolio company rather than an “industry index” of as well as geographic relevancy, are applied to each individual
public comparable companies. While it can be outright company within the benchmark. The adjusted results are then
challenging to identify a group of public comparable companies, weighted based on relative contribution. While this approach
particularly for niche portfolio companies, a market comparable may be less transparent in terms of the companies included in
group represents, in theory, a readily investible alternative to the the composite (necessary in order to keep the private company
specific portfolio company, reflecting industry risk and return data confidential), it can provide a more complete and refined
profiles, and thus serves as a logical benchmark of performance. view of industry performance.
We have also developed and utilized proprietary industry Returning to our illustrative example, the integration of
composites (“Duff & Phelps Industry Composites”), which performance benchmarking reveals significant additional detail into
expand on the comparable company groups, in order to provide the value creation process.
a more complete view of industry performance for benchmarking.
This approach takes comparable public company benchmarks
and combines them with private company performance data.
In this example, the negative contribution to value stemming Based on a real life case study, the margin improvement
from the loss of revenue was essentially driven by the loss of outperformance in this illustrative example was the result of
market share, partially offset by an increase in market size. The a number of GP-led initiatives, including those relating to cost
company had fewer customers as of the analysis date than it savings and changes in customer and product mix. In fact, the
did as of the date the investment was made. While the change company terminated relationships with unprofitable customers,
in the industry margin provided a positive contribution to value, which reduced market share but which was more than made
incremental company-specific margin improvement drove the up for by the value created through improved profitability.
majority of overall value creation and more than offset the
value eroded from the loss of market share.
9
Created Value Attribution
Purchased vs. created value Segregating the impact of acquisitions can be difficult, but
the Framework addresses this “bought” vs. “built” EBITDA
As mentioned above, generally EBITDA increases are seen question through a similar approach to the attribution
as a positive. But a question arises as to how much of the methodology described above. It utilizes an algorithm that
increase is organic in nature (i.e., created) and how much identifies, for each material acquisition, how much revenue,
was obtained through acquisitions. If a follow-on acquisition margin and growth were acquired. Utilizing the portfolio company’s
is purchased at fair value, there is no real value created at valuation metrics as of the date of the add-on acquisition as
the time of acquisition. But as the follow-on acquisition is benchmarks, the initial value impacts for each acquisition can be
integrated onto the platform and revenue, margin, and other identified and segregated. Any subsequent or post-acquisition
synergies are obtained, there is potential for significant value growth of the combined entity is then represented in the
creation to occur. In order to measure this value creation, it is Framework as true organic value creation. We label this total
necessary to pull out what was actually acquired at the time organic company-specific value creation as:
of the follow-on acquisition, as well as how much additional
capital was required to complete the transaction. • Revenue Change Alpha
• Margin Change Alpha
• Growth Profile Change Alpha
EBITDA Multiple
Incremental Incremental
Industry Growth
Market Size Market Share Industry Margin Company Specific Company Specific
Profile
Margin Growth Profile
Growth
Acquired Revenue Revenue Acquired Margin Acquired Profile Change
Change Alpha Margin Change Alpha Growth Profile Alpha
Note: Cost of capital impacts can also be segregated into industry, acquisition, and alpha impacts
As an example, consider value created under “arbitrage” While this may not necessarily appear intuitive, without
strategies. A GP may seek to acquire targets with a lower representing lower margin of the acquired business as an
margin than the platform company and then, through any offset, the lower margin would obscure, at least in part, any
number of initiatives, seek to bring the margins of the actual organic change in margin and would therefore serve
acquired businesses more in line with that of the platform to understate or even hide any real improvement in margin.
company. Value may not be created at the time of each Without separating the acquisition impacts it might appear that
follow-on acquisition, but it is created if the margins move there is weak or even negative margin growth, but if we fully
toward that of the platform company. reflect the lower margins of the added business the true value
creation can be revealed.
For the acquisition of a business with a margin less than that of
the platform, though the revenue would be reflected as positive Once the value change impacts attributable to acquisitions
value purchased, the margin impact would reflect an offset to are quantified, then the true amounts of organic value change
purchased value within the Framework. or created value can be determined.
10
Created Value Attribution
It is also important to re-emphasize that within the As seen in Figure 9, the separation of acquisition impacts reveals
Framework, value created through successful acquisitions an even more granular level of detail. The value created from
(e.g., post-acquisition growth, realization of synergies, or other margin improvement outperformance, for example, is more
increases in the value of the combined entity after acquisition) pronounced because the acquisition of a lower margin business
is considered organic value change (i.e., created value). had obscured some of the margin improvement. Similar
refinement of the other estimates of company specific value
Returning to our illustrative example, the full Framework creation can be observed, including a lower revenue change
with acquisition impacts reveals additional detail into the alpha, relative to the previous company specific revenue value
value creation process. change, and a higher growth profile change alpha relative to the
company specific growth profile change.
Balance sheet and capital structure In line with what may be expected, the most significant
capital structure/balance sheet impact is that of deleveraging.
impacts (including deleveraging) The Framework quantifies actual deleveraging in contrast to
at this point we have addressed the value change drivers at the just changes in net debt. Deleveraging is a function of cash flow
enterprise (i.e., operations) level. To fully and appropriately generated by the enterprise in the period between measurement
attribute value creation at the investment/security level, changes dates. Other factors in addition to deleveraging that determine
in what is referred to as “change in net debt” in the conventional the amount of net debt include newly issued and/or assumed
attribution framework need to be taken into account. Going from debt related to add-on acquisitions, borrowings related
the conventional framework to the Duff & Phelps Framework, to new capital investments, as well as new debt related
“change in net debt” is deconstructed into a number of changes to dividend/recapitalization transactions. For example, in
in capital structure and balance sheet impacts. a dividend/recapitalization transaction, the newly issued
debt increases the net debt and therefore, re-leveraging
may obscure actual deleveraging.
11
Created Value Attribution
5. It is possible, especially in the venture capital arena, for a new investor to provide stability and recognition to the portfolio company that is more than the sum of
the pre-money value and the new investment. Where appropriate, this can be reflected in the analysis.
12
Created Value Attribution
Deleveraging Unique
Deleveraging is a very important source of returns. As noted Unique, or “Alpha,” value creation represents the aggregate of the
above, deleveraging is a function of cash flow generation several value change alphas discussed above. Alpha here is thus
during the interim period. Deleveraging is manifest through value creation unique to the three other value creation sources
a reduction in debt, an increase in cash balances, or some above. We believe that a key aspect of this source of value creation
combination thereof. is that it is NOT derived from interim cash flows (i.e., deleveraging)
and is a function of the beginning and ending enterprise values,
The performance of the portfolio company in the interim period and thus addresses the question as to whether a better business
is unequivocally the ultimate determining factor in deleveraging is being built. Alpha here represents value created organically
and can take different paths between the date that created through company-specific factors on an outperformance basis
value is being measured and analyzed. In addition to cash flow and may very well be indicative of the fundamental GP value-add
from operations, excess working capital reductions and other which is operational and/or strategic in nature. The unique or
asset utilization efficiency improvements, as well as the sale of alpha value creation may also (depending on how broadly or
assets (including liquidations), would be expected to contribute narrowly the benchmark industry is defined) reflect the ability
to interim cash flows. of the company and/or GP to identify and target specific industry
segments within a given industry that represent exceptional
Deleveraging is not inherently financial engineering and often
opportunities.
simply represents the build-up of cash or reduction of debt due
to cash from operations. But to the extent financial engineering Returning to our illustrative example, we observe large negative
does create value (e.g., by reducing the company-specific cost impacts from industry and capital market factors and positive
of capital), it may be reflected both in past and future results, and impacts from deleveraging and unique/alpha factors.
could therefore be captured both in Deleveraging and in the Unique
category below.
Industry/Sector $(139)
Deleveraging $371
Unique/Alpha $380
$185
Total
Industry/sector and capital market trends had a clear negative Thus when we aggregate the value creation for our example,
effect on value over this period, reducing value by $139 million we see a simple but compelling picture of value creation, as
and $428 million respectively. Other than selecting the initial well as preservation, during a difficult market period. Unlike
timing of the investment and the industry of the portfolio the conventional framework, which showed value creation from
company, the GP had no impact on the change in value related EBITDA growth and value destruction from lower multiples but
to these components. Yet significant value was created through provided no way to provide insight as to how much if any was
both deleveraging ($371 million) and unique company specific related to outperformance or underperformance, the Duff & Phelps
factors ($380 million), which managed to turn the overall Framework does provide a clear indication that value creation was
investment slightly positive over a rather challenging timeframe. far ahead of industry performance and primarily attributable about
equally to deleveraging and initiatives under GP leadership.
13
Created Value Attribution
14
Created Value Attribution
Portfolio Co. A Portfolio Co. B Portfolio Co. C Portfolio Co. D Total Fund
Industry/Sector $ (100) $ 88 $ 106 $ (253) $ 198
Capital Market/Beta $ (428) $ (38) $ (54) $ (121) $ (636)
Deleveraging $ 371 $ 52 $ (10) $ (3) $ 410
Unique Alpha $ 380 $ 188 $ 96 $ 58 $ 722
Total Value Creation $ 185 $ 295 $ 138 $ (319) $ 299
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CONTACTS
About Kroll
Kroll is the world’s premier provider of services and digital products related M& A advisory, capital raising and secondary market advisory services
to valuation, governance, risk and transparency. We work with clients across in the United States are provided by Duff & Phelps Securities, LLC. Member
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security, corporate finance, restructuring, legal and business solutions, data M&A advisory, capital raising and secondary market advisory services in the
analytics and regulatory compliance. Our firm has nearly 5,000 professionals United Kingdom are provided by Duff & Phelps Securities Ltd. (DPSL), which
in 30 countries and territories around the world. For more information, is authorized and regulated by the Financial Conduct Authority. Valuation
visit www.kroll.com. Advisory Services in India are provided by Duff & Phelps India Private Limited
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Exchange Board of India.