Kroll 创建价值归因白皮书系列：附加收购幻觉：为何传统归因分析失准

The Add-On Illusion:Why Traditional AttributionAnalysis Misses the Mark By George Pushner, Ph.D., and P.J. Viscio The Kroll Created Value Attribution Whitepaper Series:The Add-On Illusion: Why TraditionalAttribution Analysis Misses the Mark By George Pushner, Ph.D., and P.J. Viscio In today’s private equity environment, add-on acquisitions(“add-ons”) have become more than tacticalenhancements—they are often central to how value is builtand scaled. As buy-and-build strategies become prevalentif not dominant, the line between acquired and createdvalue is increasingly blurred. While top-line growth mayappear robust, it often masks more nuanced questions:How much of that growth is organic? Have margins trulyimproved, or is it distorted by the integration of higher-margin targets? Without a clear method to isolate theseeffects, attribution analysis risks overstating valuecreation and understating the role of capital deployment.This paper introduces a structured approach for separatingthe purchased from the earned, enabling a more accurateassessment of true operational and strategic value-add. But as the add-on is integrated and improved, andrevenue, margin and other synergies are obtained,there is potential for significant value creation to occur.To measure this value creation, it is necessary to identifyand isolate what was actually acquired at the time of thefollow-on acquisition(s). Attribution analysis addresses the critical question of howvalue is created and can ultimately help identify generalpartners (GPs) who provide sustainable value-add through“building better businesses.” Unfortunately, the industryconvention for value attribution provides a very narrowview of how value is created, as it is limited by a lack ofquantification of industry performance and add-onacquisitions. The conventional framework does notmeasure Alpha and is therefore of limited value inidentifying GPs who consistently provide operationaland or strategic value-add.1 In particular, we focus on how add-on acquisitions shouldbe reflected in created value attribution (CVA) analysis.While EBITDA increases are generally viewed as positive,they often raise critical questions: How much of thatgrowth is organic and how much stems from acquisition?And what is the alpha (“Alpha”), defined as organic valuecreation on an outperformance basis, after accounting forwhat is purchased? A robust attribution analysis should seek to quantify Alphavalue creation by measuring performance of the portfoliocompany relative to that of an appropriate industrybenchmark, separating the impact of add-on acquisitionsand isolating true deleveraging.2This paper addresses thechallenges of adjusting for add-on acquisitions in order toseparate organic value creation. If an add-on acquisition is purchased at fair value, there isprobably no real value created at the time of acquisition. Separating Organic Value Creation The Kroll Created Value Attribution (CVA) Framework(formerly known as The Duff & Phelps CVA Frameworkand also known as the Viscio-Pushner Model) addressesthe “bought vs. built” question through an extension of ourfundamental value driver analysis. We begin with thehistorical approach to value attribution and add a processwe call primary deconstruction, which separates revenueand margin impacts, cost of capital and expected futuregrowth impacts, and the various potential balance sheetimpacts. We then add benchmarking at the portfoliocompany level, which identifies company-specificoutperformance of the factors above. Finally, we isolate theimpact of add-ons or divestures on each of the impacts toidentify organic company-specific outperformance or Alpha. A critical component of the attribution process is tosegregate growth from add-on acquisitions whereapplicable. Though sometimes challenging, it is importantto estimate organic value creation after adjusting foradd-on acquisitions and divestitures. In most cases, add-onacquisitions are initially neutral in terms of value creation(the gains in revenue, margin and expected future growthare normally offset by the acquisition cost). But if notproperly accounted for, the subsequent improvements,including “multiple arbitrage” and synergies beyond thosereflected in the acquisition price, will not be properlyreflected as organic value creation, and any estimationof Alpha will be biased or distorted. intuitive, without representing lower margin of theacquired business as an offset, the lower margin wouldskew any actual organic change in margin and wouldtherefore serve to understate or even obscure any realimprovement in margin. Without separating theacquisition impacts it might appear that there is weak oreven negative margin growth, but the true value creationis revealed if we fully reflect the lower margins of theadded business. The last row, the final step, uses an algorithm thatidentifies how much revenue (“Acquired Revenue”),margin (“Acquired Margin”) and expected growth(“Acquired Growth Profile”)