The Economic Analysis of Real Option Value Robert P

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Thought Leadership The Economic Analysis of Real Option Value Robert P. Schweihs

The discounted cash flow method does not always completely capture the uncertainty of the future financial performance of a business, business ownership interest, or security that is the subject of a valuation analysis. In those instances, when the valuation purpose should take into consideration the owner/operator’s ability to influence the future financial performance of the subject investment, then real option valuation (ROV) theory is a powerful analytical tool. ROV analysis is often used by corporate acquirers—and by other investors— who are more interested in the question “what is this investment worth to me?” than they are in the question “what is the market value of this investment?”

ntroduction be justified by the intrinsic valuation of the subject I investment. These investors are admired (particu- The current market price of a publicly traded secu- larly if they are successful) as risk takers who invest rity may be inconsistent with the net present value perhaps on a “hunch.” cash-flow-based intrinsic valuation of that security’s This discussion considers how ROV theory may price. That is, the intrinsic valuation of the security explain some of that intuition. This discussion con- (based on a discounted cash flow valuation analysis) siders how investment risk takers can better handle may simply not support the apparently excessive uncertainty when they have the right—but not the public stock price of that security. obligation—to take some action in the future. In such instances, some market analysts have argued that the generally accepted economic theory of business valuation and security analysis is flawed. Such market analysts would observe that the price Discussion of Real Option at which a security changes hands is the best indica- Value Theory tor of its market value. ROV theory applies option pricing theory more So, when an Internet services company goes broadly than does the typical application of finan- public at a stock price that cannot be reasonably cial option valuation (i.e., in the valuation of public explained by the present value of its expected future company or private company stock options, war- cash flow, the question arises: what is wrong with rants, grants, or rights). ROV theory is often used as generally accepted business valuation and security an investment strategic tool. analysis pricing theory? Buyers of businesses or business ownership Real option value (ROV) theory is a management interests (including equity securities) may use ROV (or investor) strategic planning tool that may be theory to justify their acquisition/investment pric- used to explain the “unreasonable” or “irrational” ing (or “overpricing”) decisions. pricing that is observed in certain situations in the The objective of this discussion is to introduce capital markets. ROV theory and to proffer ROV theory as a pos- There have always been situations where inves- sible explanation for certain capital market pricing tors have made investments at prices that cannot phenomena.

www .willamette .com INSIGHTS • AUTUMN 2016 3 When acquisition/investment prices cannot be nvestment alue versus air rationally explained, it is not the generally accepted I V F business valuation theory or approaches that should Market Value be challenged. The concept that is really under chal- The various forms of the efficient market hypothesis lenge is the definition of economic value. Investors essentially assume the following: who pay a price greater than intrinsic value—that 1. All appropriate information is available to is, the price that is can rationally be justified by the investors. present value of expected future cash flow—may be paying what valuation analysts define as “invest- 2. Investors use that information when mak- ment value” rather than “fair market value.” ing their investment pricing decisions. That is, an “irrational” price may include components of the value that are brought to the subject The price that an investor pays for any security investment by the particular investor/buyer. investment incorporates the security holder’s right ROV theory has obvious implications to the valu- to (1) invest, (2) wait, or (3) divest. ation analyst or the transactional financial adviser: These are the “reactive” attributes of most 1. when using empirical transactional pricing financial instruments, including both publicly trad- evidence as a guideline indicator of invested company and privately held company stock ment fair market value, options. 2. when advising buyers/investors in the devel- However, ROV theory also involves “proactive” opment of potential acquisition candidates, attributes of stock options, with which the security and holder actually takes action to increase the value of the option itself. 3. when pricing and structuring proposed acquisition/investment transactions. With regard to virtually any investment decision, investors have the following choices: 1. Invest now ROV theory also has obvious implications to the valuation, transactional fairness, and other invest- 2. Take preliminary steps to invest later ment analysis of: 3. Divest now 1. merger and acquisition transaction pricing; 4. Take preliminary steps to divest later 2. initial public offering pricing; 5. Do nothing 3. capital budget investment decision making; 4. capital market investment decision making; Each investment choice creates a set of eco- and nomic payoffs linked to further choices at a later 5. lost profit analysis and other economic time. This is the premise behind the proposition damages analysis related to securities fraud, that all management investment, financing, and lack of public disclosure, expropriations dividend decisions can be analyzed in terms of and condemnations, and other securities- option pricing. related litigation claims. As one may expect, the Black-Scholes option pricing model is where ROV theory conceptually begins. Table 1 Consideration of the Black- Financial Option Pricing Models versus ROV Analyses Scholes option pricing Parallels in the Component Economic Variables model helps to explain these otherwise inexplica- Black-Scholes Option Pricing Model Real Option Valuation Analysis ble “irrational” investment Economic Variables Economic Variables pricing decisions. Time to expiration Time to expiration There are direct parallels in the economic vari- Risk-free interest rate Risk-free interest rate ables of ROV theory and Exercise price Present value of fixed costs the six economic variables encompassed in the Black- Stock price Present value of expected cash flow Scholes option pricing for- Uncertainty of stock price movements Uncertainty of expected cash flow mula. These economic variable parallels are presented Dividends Value lost during decision period in Table 1.

4 INSIGHTS • AUTUMN 2016 www .willamette .com ROV theorists refer to this phenomenon as “flex- As a comparison, the holder of the financial ibility value.” This is where the “investment value” option is not in a position to influence the value of standard of value—versus the “fair market value” the security that underlies the subject option. standard of value—appears to come into play in In addition, apparently “irrational” acquisition ROV theory. prices may be explained by the application of ROV Investment value is often defined as “the value to theory. For example, these irrational prices may a particular investor based on individual investment relate to investments that are made in social media requirements and expectations.”1 companies at a significant premium over what the ROV theory seems to fit certain situations that expected net present value of future cash flow would are characterized by: indicate. 1. high levels of investment research and Corporate acquirers often expect that post- acquisition economic synergies will develop. Such 2. high levels of investment development, expected post-acquisition synergies help to ratio- manufacturing, and/or marketing. nalize the significant price premium that is paid over the expected net present value of the target For example, an investor may pay today’s “irra- company’s cash flow. tional” price for the investment—and then the Some of the recent social media company initial option buyer may use his/her influence to improve public offerings (IPOs) indicate that enough inves- the economic value of the subject investment. tors share this expected synergy explanation that this investment value may have become market value. If and when the economic benefits of the Financial Options versus Real expected synergies are not realized, these investors will presumably divest (probably selling at a more Options rational price than they bought it at). For example, as of the Tuesday, August 16, 2016, the stock market closing price of Facebook common stock was priced at $123.30. The publicly traded eal ption alue lexibility option (but not the obligation) to buy one share of R O V “F Facebook common stock before January 20, 2017, Value” for $110.00 per share was priced at $17.50. ROV theory encompasses both expected net present In this case, the investor of the financial option value plus “flexibility value”—the change in expect- on that day would receive a payoff of $13.30. ed net present value over the option’s life. However, that investor, having spent $17.50 on the The application of expected net present value option, would be “out of pocket” a total of $4.20. sensitivity analysis—with the best-case, worst-case, That $4.20 is the amount of the premium price and most-likely-case scenarios—does not incor- charged for the right to wait to exercise the stock porate the variance across different scenarios. purchase option—if and when the Facebook share Generally accepted sensitivity analysis procedures price increases. recognize the uncertainty with regard to economic “Real options” are not traded on organized stock outcome exists. However, such procedures do not market exchanges the way that financial options capture the “flexibility value” inherent in the situ- are. Real options are more analogous to a “valuation ation. premise.” The “flexibility value” is something that company management can capture. This is how ROV For example, real options may be applicable theory can become a management strategic tool—as when valuing oil exploration licenses, mining pat- well as a possible explanation for certain capital ent claims, and other rights that are expected to be market price dislocations. exercised later—after more information becomes available about the price of that economic right. Reactive flexibility, or the ability to quickly buy After buying the license, the license holder can or sell an option, is encompassed in the typical increase the value of that option several ways. financial option’s market value. This real option is different from the typical Proactive flexibility, where the value of an option financial option. This is because the holder of the can be increased while the option is owned by real option can take several actions that influence directly affecting the option price before exercising the value of the security that underlies the subject the option, is part of real option value. option. Both with financial options and with real options, the investor decides both:

www .willamette .com INSIGHTS • AUTUMN 2016 5 1. whether to invest and Table 2 presents numerous examples of strate- 2. when to invest. gies and tactics that company management could employ that may directly affect the economic value of real options. However, with real options, the investor also has In order to illustrate the influence that such other decisions. The investor in real options has the management actions may have on real option ability to directly influence the “levers” that affect valuation, Table 2 lists such management actions the value of the option. In this way, real option in categories according to the corresponding Black- holders operate under the investment value pricing Scholes financial option pricing model valuation premise—more than under the typical market value variables. pricing premise. Management can increase the subject company As an example, a pharmaceutical company can value by improving the value of the company’s real increase the option value of a new drug product by options. For instance, company management can obtaining a patent on the drug (and thereby affect- take action to: ing the expected life of the drug product’s cash flow generation). Or, the pharmaceutical company can n increase expected operating cash inflow, increase the value of the drug by increasing market- n decrease expected operating cash outflow, ing expenditures related to the drug’s rollout (and n increase the uncertainty of expected cash thereby affecting the expected revenue component flow, of the drug product’s cash flow generation). n extend a business opportunity’s expected These actions by the corporate owner/investor in remaining useful life, the drug would also positively affect the value of the n reduce the value that may be lost while equity positions of the other stakeholder/investors waiting to exercise the real option, and in the pharmaceutical company itself. n increase the risk-free interest rate. Going back to the social media company example, let’s assume that a certain strategic buyer pays an irrational price for a social medial company con- The subject company cash flow can be increased trolling (but less than 100 percent) ownership inter- by: est in the social media company’s equity. 1. increasing the average selling price per unit Then, the strategic buyer may use its influence through increasing the number of units sold to directly improve the value of its investment in the or social media company. This direct influence serves 2. commercializing complementary business to increase the economic value of the investment for opportunities. all of the social media company’s other stockholder/ investors. The subject company cash outflow can be Those other company stockholder/investors may reduced by: realize that increase in the economic value of their 1. lowering the operating costs per unit ownership interest: through economies of scale or 1. when the strategic buyer tenders for the bal- 2. combining either operating or selling, gen- ance of the social media company equity, eral, and administrative expenses with 2. when another buyer acquires the entire expenses already being incurred for other social media company (and buys out both business operations. the strategic buyer and the noncontrolling investors), or Greater uncertainty of expected cash flow 3. when some other liquidity event occurs. increases the real option value. In contrast, greater uncertainty would have a negative effect on the expected net present value of cash flow. Therefore, The Value of Management on why would a rational company manager encourage uncertainty? Net present value investment analysis Real Options assumes the following: This attribute of ROV theory is an indication of the 1. That the subject investor is fully invested ability of company management to use its skill and/ or its operational control to improve the value of an 2. That the economic value of the company’s option—before that time at which management has cash flow simply fluctuates based upon its to exercise that option. expected cash flow and its cost of capital

6 INSIGHTS • AUTUMN 2016 www .willamette .com Table 2 The Impact of Management Actions On the Value of Real Options

Black-Scholes Option Pricing Model Management Actions That May Valuation Variables Influence Real Option Value Time to expiration Extend the duration of the option Maintain any regulatory barriers Signal its ability to exercise Innovate to hold on to a technology lead Risk-free interest rate Monitor the impact of changes in the risk-free interest rate Exercise price Reduce the present value of fixed costs Leverage economies of scale Leverage economies of scope Leverage economies of learning Stock price Increase the expected present value of future cash flow Develop new marketing strategies Develop new alliances with low cost suppliers Uncertainty of stock price movements Increase the uncertainty of expected cash flow Extend a business opportunity into related markets Encourage complementary products, product innovations, and product bundling Dividends Reduce the value lost by waiting to exercise Create implementation hurdles for competition Lock up key resources

However, when a company manager/investor has pany’s competitors may be encouraged. Then, the bought an option, the manager is not fully invested. manager/investor either (1) exercises at the top The manager can always exercise when the com- (i.e., at the maximum value) or (2) gets out (i.e., pany’s value increases, but the manager’s exposure doesn’t exercise the option) after the new market to the downside is limited. information is collected. As a result, the manager/investor option holder The option’s exercise period can be extended wants to increase uncertainty—and then the by, for example, relaxing the terms of the company manager/investor will either: ownership structure, by obtaining an advantageous 1. exercise the option at the maximum value or government license (e.g., a patent) or regulation, and by raising or extending barriers to entry. 2. not exercise the option at all. Long-term customer contracts, long-term favor- able supplier contracts, domination of distribution Management could implement an option-based channels, or the acquisition of other intangible strategy that could increase the uncertainty of the assets can also extend the option’s life. investment’s expected future cash flow. An example would be: The value lost while waiting to exercise the option is limited when the subject investment is not 1. to make a limited strategic investment in a paying dividends during the option holding period. new market (i.e., to make a “bet” on a new In financial options, value is lost during the holding market) and then period when dividends are paid to the owners of the 2. to wait for the company’s competition to underlying security but not to owners of the deriva- better define that market. tive security—that is, the option holder. The real option holder is economically advan- In a situation where the market potential appears taged when dividends aren’t expected to be paid attractive but is undefined, investment by the com- until after the exercise of the option. The structure

www .willamette .com INSIGHTS • AUTUMN 2016 7 of preferred stock instruments held by venture cost of keeping the option active, and the deferred capitalists have characteristics consistent with ROV dividend payout all become part of the ROV of the theory. This is because the preferred stock agree- investment. ments specifically limit the payment of dividends We can apply the Black-Scholes financial option before the rights conveyed to the preferred stock- pricing model to this illustrative oil field investment holders are exercised. opportunity, as follows: Further, value lost to business competitors can -rt be increased when the early market entrant effec- Call value = S Í N(d1) – Ee Í N(d2) tively pays “dividends” by: 1. expanding market share, where: 2. locking up key customers, or S = Stock price 3. lobbying for regulatory constraints. E = Exercise price N() = Value of cumulative normal distribution at the time point () While any particular manager/investor cannot 2 increase the risk-free rate, any increase in the risk- d1 = [ln(S/E) + (r + 0.5σ )t] / σ√t free rate negatively affects the expected present d2 = d1 – σ√t value of future cash flow. However, an increase in ln = Natural logarithm the risk-free rate positively affects the option value. This is because such a rate increase reduces the r = Short-term risk-free rate (continuously present value of the option exercise price. compounded) t = time to expiration, in years e = Base of natural logarithms Sensitivity Analysis of Real σ = Annual standard deviation of return Option Value (usually referred to as volatility) The issue of where management should devote its attention to real option investments can be explored Using an assumed 30 percent standard deviation by the application of a sensitivity analysis. By using around the expected growth rate of the value of the following example, the effect on the option value operating cash inflow, a $15 million per year invest- of a 10 percent increase in each of the six variables ment to keep the option open (i.e., a 3 percent divi- indicates where management’s attention should be dend payout during holding period), and a 5 percent focused. risk-free rate, the ROV of the oil field investment is positive $100 million. This ROV is calculated as In our example, an oil company has the oppor- follows: tunity to acquire from the government a five-year license on an oil field exploration. Let’s assume that {(500e-0.03Í5) Í (0.58)} – {(600e-0.05Í5) Í (0.32)} the present value of the expected cash flow gener- ated from the oil field production is $500 million. In the case of the Facebook financial option And, the present value of the cost to develop the oil price situation introduced earlier, the present value field is $600 million. of the financial option investment was negative The net present value of the investment opportu- $4.20. And, the investor was paying for the privilege nity is calculated as follows: of waiting until more complete information became available. $500 million – $600 million = negative $100 million In this somewhat analogous oil field investment example, the $200 million spread (between negative Based on this simple net present value analysis, $100 million and positive $100 million) is the price the company obviously would not make this oil field premium associated with waiting for more complete investment. information. Under ROV theory, however, the value of uncer- In ROV theory, the results of a net present tainty is recognized. When analyzing the investment value analysis may be misleading. This is because as if it were an option, other valuation factors should the holder of the real option has the “flexibility” to be considered. influence the components of value. Therefore, the The variability of oil prices, the improvement ROV begins to bear a resemblance to the investment of field development and exploration methods, the value premise of value.

8 INSIGHTS • AUTUMN 2016 www .willamette .com eal ption alue mplications behind the generally accepted net present value R O V I method of investment valuation. This is because, for Management unlike an ROV analysis, the net present value meth- When evaluating the oil field investment as a real od relies on the fixed, multiyear investment period option, changes in the life of the lease, the value lost model at a fixed cost of capital. during the holding period, and an increase in the Under the fair market value standard of value, risk-free rate have less effect than the other valua- the value indication is typically based upon static tion variables. investment plans. That method may provide one If management could influence the variables by, indication of value at a certain point in time. say, 10 percent, the immediately obvious choices However, that value does not necessarily incorpo- would be to increase the expected cash inflow, to rate the full vision of the owner/operator manage- reduce the fixed costs, and to increase the level ment. of uncertainty. This conclusion can be reached by Using ROV theory, it is possible for manage- quantifying the percentage impact on the estimate ment to analyze—and to affect—private investment ROV valuation as management changes each ROV opportunities more dynamically. valuation variable by 10 percent. Management can, after consideration of subse- This analysis is summarized in Table 3. quent information, change the course of an invest- Therefore, in this example (as in many situa- ment or even abandon a project after it has been tions), it is more important for management to focus launched. Managers who rely on a static long-term on increasing revenue than on decreasing costs. investment projection may find it more difficult to However, even when there are other management change course quickly. activities that appear to be more powerful, manage- ROV strategies are distinguished from the net ment’s ability to influence the other variables should present value methods because they encourage not be overlooked. uncertainty and, therefore, risk. Management’s out- For example, a significant 10 percent combined look shifts from fear of uncertainty to gain from return can be achieved by: uncertainty. A wider range of possible management actions based upon learning from new information 1. extending the duration plus is translated into value. 2. limiting the costs to hold the option. Information that is not yet available at the time of the investment makes ROV more of a strategic management tool than an investment valuation Real Option Value as a tool. Strategic Management Tool ROV theory takes the shackles off of manage- The importance of ROV theory is that it introduces ment which is typically motivated to only make a mechanism to systematically think through the incremental investments. For example, under ROV components of an investment’s value. ROV theory theory, management would not be obligated to use may provide a means to challenge the premise the same low cost of capital appropriate to analyze an incremental investment in the option value

Table 3 Real Option Value Percentage Change

Black-Scholes Option Value % Change Option Pricing Model Real Option Value Due to a 10% Valuation Variables Valuation Variables Change in Each Variable Time to expiration Time to expiration 6 Risk-free interest rate Risk-free interest rate 4 Exercise price Present value of fixed costs 16 Stock price Present value of expected 26 Uncertainty of stock price movements Uncertainty of expected cash flow 11 Dividends Value lost during decision period 4

www .willamette .com INSIGHTS • AUTUMN 2016 9 analysis of a newer, less entrenched investment mplications of eal ption opportunity. I R O ROV theory tries to correct the subjective bias Value Theory toward incremental investment in established proj- ROV theory has at least three important implica- ects by justifying an objective bias toward the tions for valuation analysts, for transactional par- advantages available from new information. For ticipants, and for investors: example, ROV theory may help company manage- 1. Guideline security purchase/business acqui- ment to justify an investment that just keeps the sition transactions that are used to estimate company “in the game.” market value indications may have been Multistage investment policies become more consummated based on ROV theory valua- attractive when the project is uncertain and expen- tions. sive to pursue. Management can make simultaneous 2. In the negotiation and pricing of acquisition investments in multiple opportunities. Even though or divestiture opportunities, it is appropri- this investment strategy reduces the upside, it also ate to consider simultaneous, multistage minimizes the downside. investment analyses—where the buyer can This kind of leverage distinguishes ROV strate- influence the value at a later point in time. gies from the more common risk-reduction diversi- This perspective may allow the buyer to fication strategies. compete for the investment opportunity at higher bid prices. ROV theory provides some financial structure to help management follow the old rule: maximize the 3. The analysis of the pricing and structur- opportunity while minimizing the obligation. ing of acquisitive investment transactions may benefit from the consideration of real The Facebook financial option buyer has pro- option variables, thereby: tected the right to buy that share even if the price skyrockets, but the option buyer is protected if the a. giving the investors proprietary rights price falls below the exercise price. and ROV strategies incorporate the feature of options b. escalating financial obligations with into real market investments. They discourage the expiration dates. use of static net present value measures for “go/ no-go” investment business decisions. Summary and Conclusion ROV theory includes a noteworthy departure from Real Option Value Analysis the typical net present value investment analysis. This is the power of real options: ROV theory versus Net Present Value encourages uncertainty and risk. ROV theory Analysis changes the way that investment opportunities are valued by—and are influenced by—manager/ ROV theory challenges the validity of net present investors. In summary, ROV theory changes the way value investment valuation methodology. According in which value is created. to ROV theory, the net present value methodology does not adequately capture the expected future cash flow and the cost of capital of many investment Footnote: opportunities. 1. International Glossary of Business Valuation For the valuation analyst, ROV theory includes Terms (http://bvfls.aicpa.org/Resources/ elements of investment value as distinguished from Business+Valuation/Tools+and+Aids/ fair market value. This is because, to a great extent, Definitions+and+Terms/International+Glossa ROV theory is based upon the opportunity that ry+of+Business+Valuation+Terms.htm). the option holder has to influence the value of the option after acquiring it. ROV theory may provide insights into the tra- Bob Schweihs is a managing direc- tor of the firm and is resident in the ditional interpretation of the alternative levels of Chicago office. Bob can be reached at value and into the alternative definitions of invest- (773) 399-4320 or at rpschweihs@ ment value, fair market value, and fair value. willamette.com.

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