Financialized accounts: Restructuring and return on capital employed in the S&P 500
In “The Modern Corporation and Private Property” (1932) Bearle and Means observed how, over the period 1880–1930, US owner-managed corporate capital had become increasingly concentrated. Corporate growth had generated a need for substantial additional external financing making it increasingly difficult for owners to retain their majority stockholdings and the ownership of share capital becomes increasingly dispersed. In these circumstances stockholders retain beneficial ownership which includes the right to dividends and capital gains from selling shares in a second hand market but delegate control to a cadré of professional managers thus separating ownership from control. This divorce raised concerns about the principal–agent relationship between investors and managers when the motivations of managers may not coincide with those of stockholders, for example, managers may prefer to retain cash and profit for expansion at the expense of dividend distribution. In effect managers become less accountable to stockholders and Bearle and Means cite that by 1929, out of the top 200 US non-financial corporations, 44% of managers had stockholding interests of less than 20% a level which Bearle and Means deemed to be a controlling interest.
When share ownership is dispersed management is able to assume strategic corporate control employing appropriate organization structures to manage strategy (Chandler, 1962). The decision, for example, whether to outsource or internalise production acknowledges a positive role for management (Chandler, 1977). As such management strategy texts are concerned with how management moves can transform corporate fortunes and sustain competitive advantage (see, for example, Drucker, 1954 and Porter, 1985; Prahalad & Hamel, 1990). Stockhammer observes that a central feature of managerial capitalism of the post war period has been the relative autonomy of management but that:
A key feature of the post-war period has been that individual stockholders progressively ceded responsibility for managing their share capital and this, coupled with the growth in occupational pension schemes, has led to a pooling of assets under management. Investment banks such as JP Morgan Chase, Merrill Lynch and Goldman Sachs manage large blocks of corporate share capital, for example, JP Morgan Chase manages over $1 trillion dollars of equity funds (see Annual Report, 2005). Asset management is concentrated in a few large companies and their fund managers are paid generous bonuses if their portfolios perform well. This is an industry which is dependent on raising fee income which is calculated as a percentage of the aggregate MV of funds under management (FUM). In a highly competitive market where fee structures have eroded (McKinsey, 2003) there is additional pressure on the corporate sector to increase return on capital which, it is generally argued, will strengthen share prices and aggregate MV of FUM.
Financial incentives and the threat of corporate takeover focus managerial attention on the objective of increasing return on capital employed (ROCE) for shareholder value (SV). Rather than rely solely on managerial competence(s) what is required are mechanisms, monitoring systems and incentives around the metrics of SV that serve to align management behaviour with investor interests. Managers are encouraged to deliver SV and are paid bonuses or are allocated share options when they increase return on investor capital (see Fama & Jensen, 1983; Jensen & Meckling, 1976). If managers do not secure increased return on capital for investors there is an active market for corporate control that will discipline poorly performing management (Jensen, 1986 and Manne, 1965).
During the 1990s consulting companies played an important function advising companies on how to wrap SV performance metrics into corporate governance and executive remuneration packages (Boston Consulting Group, 1994; Stern Stuart EVA™, Holt Associates and CFROI). According to Froud, Johal and Williams (2002) strategy is financialized because management behaviour is consistent with the interests of shareholders and this is made possible because:
“On the side of investors, the necessary conditions are large scale investment in equities and bonds, traded in liquid markets which allow value investors (whether householders or professional fund managers) to exercise choice on the basis of performance as reflected (and constructed) in financial accounting data”
“From the corporate side, managers must have the power to exercise choice over patterns of merger, acquisition and organizational restructuring in an attempt to meet shareholder requirements; and finally there must be the development of senior management compensation schemes and career hierarchies which reward managers who pursue the interests of shareholders (which may not fully coincide with their own)”
In a productionist generic model of capitalism the capital market functions as unproblematic intermediary between firms requiring funds for investment and households a return on their savings. An alternative financialized model of capitalism suggests that financial intermediaries become regulators of firm behaviour (Froud, Johal et al., 2002). The priorities of managerial strategy are increasingly financialized resulting in “the engagement of non-financial businesses in financial markets” (Stockhammer, 2004) with possible negative consequences for investment and growth because strategy shifts from ‘retain and invest’ to ‘downsize and distribute (Lazonic & O’Sullivan, 2000).
In this paper we are concerned with how financialized accounts can be constructed to reveal a shift in the spectra of corporate financial calculation towards transactions that square the interests of investors and managers. Specifically how this might be “accounted” for at a meso-level; that is, for all firms in the S&P 500 and at a micro level within individual firms. Shareholder value is concerned with return on capital employed (ROCE) because both the numerator (profit) and denominator (capital employed) figure in shareholder value metrics. We start by describing the accounting framework employed in this paper and its purpose which is to reveal the financial elements that contribute to the bottom line ROCE. This account deconstructs the ROCE to reveal how financial diffusion and trade off’s impact on the bottom line ROCE.
In the second section of the paper we apply this framework to deconstruct ROCE performance of S&P 500 constituent firms and S&P 500 survivor firms over the period 1980–2003. Managers of S&P 500 companies have been relatively successful in delivering cost reduction and boosting cash residuals but this did not translate into higher ROCE. After a period active corporate restructuring during the 1990s we find that average ROCE remains untransformed because the value of capital employed inflates relative to earnings acting to put a brake on the ROCE. Our account also reveals a recent step-wise increase in capital employed in the balance sheets of the S&P 500 coincident with a change in way US firms account for business combinations.
The Financial Accounting Standards Board (FASB) Summary Statement No. 141 now instructs US firms to employ one approach the “purchase method” when they account for business combinations. This approach requires that US firms consolidate the market value of any “purchase” made into their balance sheets. Significantly FASB mandated changes are deployed to improve the efficiency of capital market allocations and reflect investor interests. US firms cannot now avoid absorbing the market value of business combinations into their balance sheets at a time when, we argue, it has become expensive to purchase another companies earnings. This change in the way US firms now account for business combinations presents an opportunity to construct financialized accounts. Specifically where the purchase cost of the deal significantly inflates the acquiring company’s balance sheet and the price to earnings (P/E) ratio of the purchased company is also relatively high.
In the final section of this paper we employ two cases: Pfizer’s recent acquisition of Pharmacia and Procter and Gamble’s purchase of Gillette to describe the accounting associated with the purchase method. They also demonstrate the consequences of consolidating a large additional lump of MV into corporate balance sheets when deals are expensive and P/E ratios relatively high. When each deal is completed balance sheet capitalization runs ahead of earnings reducing ROCE and forcing a financialized ratchet which activates further waves of cost cutting in combination with significant realignment of balance sheet capitalization. Cost reduction is needed to boost cash which, in turn, is needed to underwrite the financing charges associated with balance sheet restructuring. Of particular importance, in Pfizer and P&G, are share buy-backs which are accounted for as a reduction in shareholder funds, and thus capital employed, helping to improve post acquisition ROCE. Share buy-backs also distribute cash to shareholders and provide treasury stock which is used to reward managers who deliver cost reduction and shareholder value.
Tags: Capital employed
