Showing posts with label Private Equity Firms. Show all posts
Showing posts with label Private Equity Firms. Show all posts

Thursday, February 13, 2014

Strategic Planning Analogy #521: Abdication


THE STORY
There’s an old science tricks kids love. First, you take a glass bottle and put a lit piece of paper in it. Then you place a peeled hard-boiled egg on top of the bottle.

Eventually, the flame will go out on the paper in the bottle. Shortly thereafter, the egg will get sucked into the bottle.

The kids are amazed because the mouth of the bottle is so much smaller than the egg. They can’t push the egg through the hole, so how did it get in there?


THE ANALOGY
The science experiment works on the principle of air pressure. The flame on the piece of paper uses up the oxygen in the bottle. This causes the air pressure in the bottle to be so low in comparison to the air pressure outside the bottle that the vacuum inside sucks the egg into bottle.

Businesses seem to be creating a vacuum as well. It is caused by not spending enough time working on strategy. The lack of strategy effort creates a “strategy vacuum” within the business. This vacuum then sucks in strategic alternatives offered from the outside. Like the egg that doesn’t fit but still finds a way in, alternative strategies from the outside often do not fit the company, yet still find a way in.

And then you are stuck with a strategy that doesn’t belong and hard to get rid of, like that egg in the bottle.  


THE PRINCIPLE
The principle here has to do with abdication. If you abdicate your responsibility for developing and implementing a strategy, someone from the outside will fill the vacuum and supply a strategy for you. Sometimes it will come from an activist investor like Carl Icahn, Bill Ackman or Nelson Peltz. Sometimes it will come from another company which starts a hostile acquisition of your firm. Other times, a big private equity firm will decide to step in and make a lot of changes. Or maybe your debt holders step in with a strategy if your strategy vacuum causes you to break your debt covenants.

Many times their strategic suggestions make about as much sense to you as having an egg trapped in a bottle. But there it is…that egg is in the bottle anyway. And with these outside strategists, once they start filling your strategic vacuum, they are hard to get rid of—like that egg. And now you suffer the consequences.

Narrow Perspective
So what’s wrong with getting strategic help from outsiders? Isn’t help a good thing?
The problem is that these outsiders tend to be more interested in what is best for them than what is best long-term for the business. Occasionally, what they perceive as best for the outsider is also best for the company long-term. But in most cases, it is not.

For example, activist investors and private equity funds are usually looking for a very quick way to take a lot more money out of a business than they put in. All that money they take out has to come from somewhere. Often, it comes out of the balance sheet. They suck out the cash and fill the balance sheet with tons of debt.

Then the outsiders leave with their cash and you are stuck trying to move the company forward with all the debt. Rarely is a company’s strategic position improved when overburdened with high risk debt.

Remember, all that cash the outsiders suck out had to come from somewhere, and the cash they take out is cash no longer available to invest in a strategy for the future (once the outsiders leave). Yes, the company may temporarily get a bump in its stock price during the outside intervention. But once the dust settles, the price usually falls back (and then some).

And the debt holders tend to be even worse. They really don’t want to run the business and don’t care that much if the business continues to run. They are not even necessarily looking for a big profit. They just want to find enough cash to settle what’s owed them. This can lead to selling off and liquidating whatever is salable, no matter what the strategic implications. The result is that the company is often left as a hollow shell of only the properties that were difficult to sell because they aren’t worth much. How’s that for a strategy?

Just ask TWA how that type of dismantling worked for them. Oh, that’s right. You can’t ask them because they no longer exist.

Who is the Customer?
These outsiders also have a different opinion about who the customer is. For example, activist investors see themselves as the company’s customer—the one the company should focus on pleasing.

Private equity funds tend to see the next investor in the company (the one the private equity fund wants to eventually sell its equity to when it leaves) as the customer. They dress the company up for resale rather than invest in strategic projects with long paybacks. These private investors are like the people who “flip” houses for a living. They buy distressed homes and fix up only the cosmetic things most pleasing to the next one to buy the home—their customer—and ignore the structural issues.

The bankers tend to see the customer as whoever will take an asset off their hands and put money in their pocket.

As you can see, most outsiders never give much attention to the customer of the on-going business strategy—the one buying the goods and services being offered by the business model. I don’t see how ignoring or downplaying this customer improves one’s strategy.

Solution
So what is the solution? How do we keep these bad eggs from getting sucked into our bottle? How do we keep good strategies in place? There are three things one can do.

First, don’t abdicate your responsibility for designing and executing a great strategy. If you don’t create a strategy vacuum, then those eggs can’t be sucked in. Make having a great strategy a high priority. That way, you will be so successful that outsiders will be hard pressed to find excuses for why your strategy should be replaced with theirs. Even if you don’t like doing strategy, think of it as the lesser of two evils when compared to outside intervention.

Second, target the right partners. Not all investors are created equal. Some want a quick grab and run. Others want to be associated with enduring companies over the long term. Seek out the second type and court them. Make them your primary investor.

It can be done. There are people like Warren Buffett who invest for the long term. Amazon has cultivated an investor base which is willing to forego near-term profit bursts and instead prefer a longer-term strategic perspective. If you surround yourself with partners who want your long-term strategy to win, then they are less likely to try to replace your strategy.

Third, if you are a professional strategist, perhaps you should consider spending more time working with these outside private equity people. After all, if companies are willing to abdicate their responsibility for strategy and let it fall into the hands of outsiders, then the best way to influence strategy is by working with the outsiders.

One of the largest sources of income in my strategy consulting practice comes from the private equity sector. They often seem more interested in talking strategy than the companies. I try to help them see the bigger picture better. My desire is to help them see that they are better off if they help build enduring businesses rather than just grab and go.


SUMMARY
If a company abdicates its responsibility for strategy then an outsider will step in and provide one. In most cases, you will not like the strategy imposed upon you. Therefore, keep them out by doing it right in first place.


FINAL THOUGHTS
There’s an old saying that “Nature Abhors a Vacuum.” You should, too, especially when it comes to strategy.

Saturday, August 18, 2007

X-Ray the Balance Sheet



THE STORY
Imagine that you were asked to judge a beauty pageant. However, after you accepted, you were told that you would not be able to see any of the women in the pageant. Instead, all you would be able to see were X-rays of their skeletons.

Well, there’s a few things you can tell about beauty from looking at the X-rays. For example, you can check the spine for good posture. In addition, beauty pageant winners tend to be tall and have high cheek bones. You can check for those on the X-rays as well.

However, there are many things the X-rays cannot tell you, such as skin tone and the amount of fat on the contestant. Even more important, X-rays cannot tell you if the contestant has a winsome personality, poise, or a winning smile. You cannot hear them speak or see them walk. It is all of these subtleties which create a true pageant winner.

So the X-rays may be able to eliminate obvious losers, but by themselves are inadequate to determine who the best winner should be. At some point, you have to just narrow the choices and guess.

THE ANALOGY
A lot of business strategy these days revolves around buying and selling companies. In many ways, these courtings between buyers and sellers are a lot like beauty pageants. This has been especially true lately with all of the activity by private equity funds, hedge funds, and the like. These funds look at thousands of companies to find who they want to crown as that beauty they then try to purchase.

How do many of these firms find the time to look at so many different companies? In part, it is done by narrowing the focus to published financials. They pour over hundreds of thousands of numbers, looking for patterns that could lead to easy profits.

Finding the right takeover target just by looking at financials is similar to trying to determine who should win a beauty pageant by only looking at their X-rays. Sure, a balance sheet can tell you how strong an underlying business structure is, just as an examination of a skeleton can tell you how well a person is structured. But true beauty is more than just structure.

The subtleties of a smile, a personality and a walk can overcome a slightly less than perfect skeleton. Similarly, if a balance sheet is examined without looking at the subtleties of the business, you can miss a lot of the features which can truly make a company great (or truly ugly).

THE PRINCIPLE
The principle here is the risk of an over-reliance on numbers. Over the last year, I have had the opportunity to interact with some of those private equity funds and hedge funds. They all seem to have some of those quantitative geniuses in their organizations—people who are experts at dealing with numbers. It is scary how smart some of these people are, at least when it comes to looking at financials.

When they look at a set of numbers, they can see all sorts of business issues, just like a medical expert can see all sorts of things when looking at an X-Ray. Unfortunately, to many of these quantitative experts, the numbers are really nothing more than abstract concepts. They really do not understand the subtleties behind how the numbers are created. They can see a bad gross margin, but have no idea how to turn it into a good gross margin.

Because they look at so many different kinds of businesses, they often become experts in none of them. It’s all just a bunch of numbers and the trick is to find a combination of numbers which can be easily tweaked for profit, regardless of the industry.

After these firms get done looking at the numbers, some of them then go to management to get “comfort” with all of the subtleties behind the numbers. To me, this is a lot like asking a sleazy used car salesman to give you comfort that his promises about the car he is trying to sell you are true. There is a reason why my wife always takes a used car she is considering purchasing to an auto mechanic she has known and trusted for years. This mechanic has pointed out things the used car dealer was trying to hide, saving my wife from making several mistakes.

Why go to all the trouble to do your numerical homework and then drop the ball on the other aspects of success? This is like getting your act together on how to haggle over price on the used car without knowing whether the engine is in good shape.

In the beginning of the current rush to private equity, knowing just the numbers may have been enough. However, times have changed. There are many more firms bidding up the price and it has gotten a lot harder to find cheap money with which to do a deal. The margin for error has gotten less favorable. It is riskier. Now you cannot “manufacture” enough profits just through clever financials. You also have to “earn” them through superior execution of a sound operating plan.

There are many firms out there that “get it,” including firms like Cerberus. Cerberus employs a lot of operational experts full-time, people who in the past have been successful CEOs of large companies, or bring other types of operational expertise. This allows Cerberus to see beyond just the X-ray of the balance sheet and get to know the full personality of the beauty they are courting.

A similar problem exists in the firms which build those massive mathematical models for stock trading, typically referred to as quant funds. The reasoning was that if you churned through enough numbers quickly enough, you could beat the system. However, as the Wall Street Journal pointed out last Tuesday, these funds have done poorly in the volatility in the market of recent weeks.

According to the WSJ column Ahead of the Tape, the quant funds were playing with some of the same math as the private equity and LBO firms. This doubled the riskiness of what was going on, so that when the credit crunch squeezed the LBO gang, it also busted the math of the quant funds. What the columnist found particularly amazing was that the quant funds were so focused on just the numbers, that they missed the whole concept of how their fate was tied to the LBO boom, something easily seen by those with their heads out of the spreadsheets.

To quote Ahead of the Tape columnist Scott Patterson, “Many quant fund managers now seem to think that their models will start working again soon enough. But if the models proved flawed this time, who’s to say they won’t be proved flawed again?”

SUMMARY
Understanding numbers is critical to success in forming business strategy, particularly as it relates to buying and selling companies. However, if one only looks at numbers, one can be deceived about what is going on behind the numbers. A more balanced approach is needed which looks into the subtleties of success. Just as beauty queens are more than just a good skeleton, great strategic deals need to rely on more than just number manipulation.

FINAL THOUGHTS
Mergers typically do not fail because the number gathering was flawed. It isn’t because of a glitch in a formula on a spreadsheet. Instead, mergers typically fail due to people issues, cultural integration issues or an insufficient understanding of the nuances of business acquired. It is the very things that are hard to place on a spreadsheet which can make or break the deal. Why don’t we spend as much time on these other issues as we do on the number gathering?