EXPLORING VALUE C REATION THROUGH INTANGIBLES: MANAGERS' DECISIONS VS INVESTORS' EXPECTATIONS Elena Shakina Mariia Molodchik Angel Barajas ABSTRACT Purpose – This study explores the value creation and agent conflict in a company which employs intangibles. It is stated that intangibles bring extra information asymmetry in a company and make managers’ and investors’ goals less aligned. Design/methodology/approach – Taking for granted that managers seek to make a company competitive and attractive for investors simultaneous, the theoretical model is elaborated and empirically tested. We use the conceptual model of value creation to test how the intangibles affect outperforming of the company and simultaneously provoke the expectations of investors. The research is carried out on a sample of more than 1650 European companies covering the period from 2004 to 2011. Structural equation modelling is applied for empirical analysis. Findings – We reveal the diverse impact of intangibles on outperforming of a company by Economic Value Added (EVA) and its ability to create market value (MVA). The study discovers that managers are prone to set positive signals for investors rather than create sustainable competitive advantages. Practical implications – This research emphasizes a particular importance of the awareness of policy makers, namely companies’ top-managers, about the outcomes of their decisions. Decision-making in public companies should be as much deliberated as possible in considering all potential effects they might bring. Originality/value – This work contributes primarily to the field of corporate governance in companies which employ intangibles. The issues to be considered when designing rules and incentives for a proper communication between managers and investors and drive both outperforming and sustainable value creation are emphasised. Keywords - value drivers, intangibles, investment attractiveness, SEM THEORETICAL BACKGROUND The increasing information asymmetry in companies which employ intangibles is one of the persistent problems that corporate governance faces. This problem mostly arises as a result of the additional uncertainty brought by intangibles and enhances agency problem among different stakeholders (Aboody & Lev, 2000). In this study we consider the principal-agent conflict between managers and shareholders of companies. As stated by Tirole (2001) the increasing role of intangibles in the new economy challenges the traditional corporate governance and requires new mechanisms toward an alignment of the decision-making with the interests of investors. The origins of the exacerbated agent conflict lies in the insufficient or influenced disclosure of intangibles in the traditional corporate reporting (Orens et al., 2009). Managers are more aware about the real effectiveness of intangibles. For this reason, they are prone to handle information related to intangibles setting signals for shareholders. Meanwhile shareholders are not involved in the quotidian activities of companies. So, they perceive the information and create their expectation towards the future of companies. The expectations of shareholders generate the market value of companies. An information asymmetry puts the CEOs of companies before the following problem: how to manage resources, which they find reasonable to invest in, following shareholders preferences (Holmstrom & Milgrom, 1991; Tirole, 2001). Basically, both goals are equally important for managers that are making investment decisions. If these goals are not aligned, managers have to accept challenges of principal-agent conflict. In case of controversial goals managers either should not invest in potentially profitable intangibles or ignore the expectations investors. The first decision would deprive a company of the outperforming and the second decision leads to destroy market value and influences on the availability of the capital. This conflict is even more aggravated by an inadequate motivation system, including compensations for managers and shortening the cycle of their employment (Bebchuk & Fried, 2003; Edmans et al, 2012). All that requires an in-depth study for understanding how the agency problem is actualized in conditions of new economy. The present study is founded on the value-based concept, introduced in studies of O’Byrne (1997), Stewart (1991) and Copeland et al (2000). This paper considers Economic Value Added (EVA©) as an indicator of outperforming which reflects that a particular company is better off compared with the industry benchmark. The attractiveness of a specific company for its investors results in an increase of the market value of this firm above its book value. This spread is measured here by the market value added (MVA). Intangibles are positively recognized by investors and make the company attractive for them. They are considered in this research as “value drivers”. Apparently, EVA is one of the main indicators of the performance of companies for investors since it reflects the overall capability of a company to succeed. That is reason for considering EVA as one of the key value drivers of MVA. This idea is introduced in a number of studies, like those by Chen and Lin (2006) or Kyriazis and Anastassis (2007). Thereby a sophisticated relation between the intangibles of a company, EVA and MVA exists. Despite the transformation of intangibles in outperforming and value creation is a widely discussed issue, there is a gap in the literature regarding the topic presented here. This article emphasises that managers contribute simultaneously to EVA and MVA making decisions on intangibles. Meanwhile EVA gears intangibles into MVA. The objective of this paper is to explore the process of value creation through intangibles in order to shed some light on the agency problem in a company which employs intangibles. On this framework a theoretical model is elaborated. This model will explain the interrelations between the decisions of managers on intangibles, outperforming and investment attractiveness. It proposes a comprehensive approach to value creation analysis. The theoretical model will be tested on a wide database of listed European companies employing structural equation modeling. Moreover according to the supposition put forward in this study, it is expected to reveal the markers of agency problem drawing a line between the decisions of managers on intangibles addressed to outperforming and those to meet the expectations of investors. THE TRIANGLE MODEL OF VALUE CREATION The research framework of this study addresses to the outcomes of managers’ decisions in public companies. Two outcomes are suggested here to consider: ο· The contribution to the creation of competitive advantages, which lead to the outperforming; and ο· The contribution to the investment attractiveness, which enables value creation. Corporate value is the key benefit that attracts strategic investors to companies. Top-managers of companies meanwhile have to meet investor requirements and anticipate their expectations in order to bring the capital into firms. They simultaneously have to create competitive advantages and assuring shareholders and potential investors that the company is likely to succeed. In terms of the framework of this research, managers should provide both EVA and MVA growth. However as stated in some empirical studies like those by Biddle et al. (1999) and Fernandez (2002) and could be theoretically explained, a simultaneous increase in EVA and MVA is not always possible. According to the reasons explained earlier, this problem is particularly relevant in companies with a higher level of information asymmetry related to intangibles. One principal advantage of the framework of this study is related to the self-sufficiency and consistency of EVA model for the research purpose here. EVA indicates the outperforming of a company and at the same time drives value creation (MVA). EVA is moreover an indicator, which is very closely associated with the intangibles of companies. Shareholders consider all available information when they have to decide about their capital allocation. EVA as an indicator of the outperforming is one of the most important factor for the decisions on investment. At the same time EVA mainly reflects a historical trend of a company. This information is not always sufficient. Investors take into account those drivers that can potentially provide a company with competitive advantages. Intangibles are regarded by investors as key drivers of the future success (Yang and Chen, 2010; Colak, 2010; Huang and Wang, 2008). The above-described framework is represented by the triangle model of value creation. This is the model suggested in this research (figure 1). External factors EVA MVA Intangibles Managers' decisions direct impact consideration Figure 1. The triangle model of value creation Investors’ expectations As stated on the figure 1, managers consider goals of outperforming and attractiveness for investors making decisions towards intangibles. These decisions have influence on EVA. It is also important that investors analyse EVA and decisions about intangibles. Considering the information that they extract from both elements, they will have direct influence on MVA. Moreover there are several external factors that have an impact on EVA and MVA. This model, which arises from the theoretical reasoning, is tested in the present research. It should be noted that in this study explores only those relationships that are observed (solid arrows). Dashed lines are unobservable but influence the relationships, which are examined in our study. One of most arguable issues, which have to be challenged in this research, is the identification and measurement of the intangibles resources. This study applies a slightly modified typology elaborated and introduced in previous studies. Molodchik et al (2014) introduce six elements of intangibles. It is established there that intangibles due to their sophisticated nature are hardly to be expressed in one indicator. A multiple-factor measurement model was applied to establish relations between elements within each of the components of intangibles. As stated in the quoted paper each construct of intangible resources of companies is described by a number of variables, which separately reflect different features of companies’ intangibles. This approach takes as an advantage the use of data generally available in the annual reports of companies, their web sites, information bureaus, rating agencies. The triangle model suggested requires the estimation of the following simultaneous equation system: πΈππ΄ = π(π»πΆ, πΆπΏ, ππΆ, πΌππΆ, π΅ππΆ, πππ, π¦πππ2008 , π¦πππ2009 ) πππ΄ = π(πΈππ΄, π»πΆ, πΆπΏ, ππΆ, π΅ππΆ, πΌππΆ, π¦πππ2008 , π¦πππ2009 ) π»πΆ πΆπΏ ππΆ = π(πΌππ, πππ) πΌππΆ { (π΅ππΆ ) EVA – economic value added; MVA – market value added; HC – human resources capability (cost of employees, productivity, qualification of board of directors, human brand); CL – clients’ loyalty and reputation (brand, citation in search engines, advertising expenditures); NC – networking capability (associations, foreign capital employment, subsidiaries); InC- innovation capability (R&D expenditures, patents, awards for innovation, intangible assets); BPC- business processes capability (strategy implementation, ERP system, knowledge management); Opp –spatial opportunities (location in capital, proximity of universities, labour market development according to Global Competitiveness Index) Ind – industry METHODOLOGY AND DATA ANALYSIS The triangle value creation model requires the estimation of a number of latent constructs and their relationships with endogenous observed variables as can be seen looking at the introduced system of equations. For that purpose, the study applies a structural equation modelling (SEM). This methodology enables simultaneous estimation of the relationship between MVA, EVA and the intangibles of companies. STATA 12 is used to calculate both formative and reflective constructs of the latent constructs and structural relationships. The analysis has been conducted using the data of more than 1650 European public companies during the 8-year period from 2004 to 2011. The empirical part of this research aims to test the theoretical model presented in the previous section (figure 1). The information has been collected from companies located in five European countries: United Kingdom (44%), Germany (24%), France (25%), Spain (5%) and Italy (2%). The entire GDP of these countries covers more than 70% of the European GDP. The composition of this database represents the European market according to a country criterion. It also accurately represents these countries in relation with the industry structure of the European economy. The Statistical Classification of Economic Activities in European Community (NACE) has been applied and the following sectors are included in the database: “Management of Companies and Enterprises” (25%), “Manufacturing” (20%), “Professional, Scientific and Technical Services” (12%), “Finance and Insurance” (10%) and “other industries” (33%). The representative rate of SME and large enterprises in the database is 36% and 64% respectively. The dataset for this study has been collected from a combination of detailed longitudinal databases, namely Bureau Van Dijk (Amadeus) and Bloomberg. The database consists of financial and non-financial indicators underlying the variables which reflect several quantitative and qualitative characteristics of IC. The database includes figures from annual statistics and financial reports. Other information has been collected from publicly available sources like company websites, patent and information bureaus, and rating agencies. RESULTS AND CONCLUSIONS SEM estimates the system of simultaneous equations introduced in the previous section. The SEM employs covariation analysis applying maximum likelihood technique. The level of root mean square error of approximation (RMSEA) of the estimated model in this study is equal 0.087 and reflects reasonably good fit between the sample and the theoretical model, accounting for degrees of freedom (Browne & Cudeck, 1993). Table 2 and figure 2 present the results of modelling the simultaneous economic and market value creation process driven by intangibles. Table 2. Results of SEM. Observed endogenous variables: External factors Economic Value Added Spatial Opportunit ies 2009 Latent variables: Human Resources Capabilities 2008 Innovation Capabilities Business Process Capabilities EVA MVA Customer Loyalty Networking Capabilities Opportunities Human Capital Innovation Capabilities Control (time-effect) variables: 2008 year 2009 year Constant Customer Loyalty Business Process Capabilities MVA EVA 0.172*** (0.012) 0.137*** (0.028) 0.035** (0.018) 0.088*** (0.011) 0.539*** (0.018) 0.488*** (0.023) - 0.097*** (0.029) -0.080*** (0.020) 0.025** (0.015) 0.011 (0.020) -0.120*** (0.028) 0.018 (0.015) -0.405*** (0.010) -0.007 (0.010) 1.290 (0.060) 0.005 (0.012) -0.059*** (0.012) 0.924 (0.026) *** significance level < 0.01 ** significance level < 0.05 Sig. positive Sig. negative Networking Capabilities Not sig Figure 2. Results of SEM. First of all, the study reveals the empirical evidence of the triangle model of value creation. The significant links between intangibles, EVA and MVA presented in the system of equations have been proved. Secondly, as seen in the table 2, there are differences in the influence of intangibles on EVA and MVA. Human resource capabilities and Business process capabilities introduce positive significant impact both on EVA and MVA. At the same time, Innovation and Networking Capabilities have significant but opposite effect on outperforming and value creation. These intangibles are positive signals for shareholders while decreasing company’s competitiveness. Customer Loyalty increases the investment attractiveness and has no significance for outperforming. The apparent discrepancy established in this research is that managers tend to accumulate intangible resources that are positively recognized by investors. These empirical results justify the presence of the agency problem the value creation process driven by intangibles. Thirdly, the external factors were taken into account by modelling the value creation. The factors associated with the spatial opportunities did not show significant impact on the activities of companies. It also should be noted that markets reacted very quickly on the financial crisis. This is reflected in the significant negative influence of year 2008 on companies’ attractiveness for investors. However these corporations eventually did not go down until 2009. Only in 2009 the impact of the crisis was palpable. This study aimed to explore the process of value creation driven by intangibles taking into account the agency problem. It provided an empirical research that contributes primarily to the field of corporate governance; and supports the proposed idea that management decisions towards intangibles have not only direct impact on outperforming of companies and also generate certain signals for strategic investors. This paper doesn’t imply any particular mechanisms for the improvement of corporate governance. However the aspects to be considered when designing rules and incentives allowing a proper communication between managers and investors and drive both outperforming and sustainable value creation are emphasized. This research emphasizes the particular importance of the awareness of policy makers, namely the top-managers of companies, about the outcomes of their decisions. The decision-making process in public companies should be as much deliberated as possible considering all the potential effects that they might bring. REFERENCES Aboody, D. and Lev, B. (2000), Information Asymmetry, R&D, and Insider Gains. The Journal of Finance, 55: 2747– 2766. Bebchuk, Lucian Arye and Jesse M. Fried. "Executive Compensation As An Agency Problem," Journal of Economic Perspectives, 2003, v17 (3,Summer), 71-92. Biddle, Gary C., Bowen, Robert M. and Wallace, James S., Evidence on EVA. Journal of Applied Corporate Finance, Vol. 12, No. 2, Summer 1999. Available at SSRN: http://ssrn.com/abstract=178168 or http://dx.doi.org/10.2139/ssrn.178168 Browne, M. W., & Cudeck, R. (1993). Alternative ways of assessing model fit. In: K. A. Bollen & J. S. Long (Eds.), Testing structural equation models (pp. 136-162). Beverly Hills, CA: Sage. Chen, Y. M., and F. J. Lin (2006). "Regional development and sources of superior performance across textile and IT sectors in Taiwan," Entrepreneurship and Regional Development, 18 (3), 227-248 Colak, G. (2010). Diversification, Refocusing, and Firm Value. European Financial Management, 16, 422-448. Retrieved from http://onlinelibrary.wiley.com/doi/10.1111/j.1468-036X.2008.00472.x/full Copeland, T., Koller, T., and Murrin, J. (2000) Valuation: Measuring and Managing the Value of Companies. John Wiley &And Sons, Inc., Mc Kinsey and Company, Inc., 3rd ed., New Jersey. Fernandez P. (2002) EVA, Economic profit and Cash value added do not measure shareholders value. IESE Research paper #452 (Fernandez, Pablo, EVA and Cash Value Added Do Not Measure Shareholder Value Creation (May 22, 2001). Available at SSRN: http://ssrn.com/abstract=270799 or http://dx.doi.org/10.2139/ssrn.270799) Edmans, A., Gabaix, X., Sadzik, T. and Sannikov, Y. (2012), Dynamic CEO Compensation. The Journal of Finance, 67: 1603–1647. doi: 10.1111/j.1540-6261.2012.01768.x Holmstrom B., Milgrom P. (1991) Multitask Principal-Agent Analyses: Incentive Contracts, Asset Ownership, and Job Design. Journal of Law, Economics, & Organization, Vol. 7, pp. 24-52 Huang C., Wang M (2008) The Effects of Economic Value Added and Intellectual. Capital on the Market Value of Kyriazis, D. & Anastassis, Ch. (2007). The Validity of the Economic Value Added Model: an Empirical Application, European Financial Management, 13, (1) : 71-100. Molodchik M., Barajas A., Shakina E. (2014) Metrics for the elements of Intellectual Capital in an economy driven by knowledge. Journal of intellectual capital O’Byrne, S. (1996) EVA and market value, Journal of Applied Corporate Finance, Vol. 9, Orens R., Aerts W., Lybaert N. (2009) Intellectual capital disclosure, cost of finance and firm value. Management Decision, Vol. 47 No. 10, 2009 pp. 1536-1554 Stewart III, G.B., (1991) The Quest for Value: a guide for senior managers, New York, Harper Business. Tirole, J. (2001), Corporate Governance. Econometrica, Iss. 69, pp. 1–35. Yang, Ch., Chen, T. (2010) “Evaluating the efficiency of intellectual capital management for Taiwan IC design industry”. African Journal of Business Management Vol. 4, β15, pp. 3366-3373