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August 19, 2008

Conglomerate's Day in the Sun

714 449 1040     www.mixnerstrategy.com

The conglomerate's founder figured he would just name the firm after himself and be done with it. That would be all well and good, but for one crucial fact: his last name was Slick. Slick Corporation, with it's slight tinge of larceny in its name, epitomized the go-go years of the sixties when conglomerates were created, rose to huge wealth, and, sometimes, blew up - all in the same year, or certainly, five years (Brooks, 174). 

Larceny is a pretty crucial word in that last paragraph. Because of inappropriate or inadequate accounting systems, owners of single companies figured out that by buying other companies and combining them with their current companies a crucial thing happened, at least for one year: the price of their stock compared with the earnings generated by the combined firms, rose substantially. This gave them enough new capital (the stock rose on the reportedly higher P/E ratio) to buy another company to add to the two already owned. This became a shell game in a way. All the purchases were predicated on a higher P/E and a higher stock price. A pretty cool way to make money, all in all.

This all worked marvelously, until the market, and the government, figured out what was going on and changed the accounting rules. It also didn't help when a couple conglomerates fizzled out. When investors (namely, folks who could do only one thing in finance, namely, divide the price of a stock by its earnings to figure out if it was a good stock to buy) finally figured out that all was a house of cards, the cards, indeed, came tumbling down.

Brooks book reads like a crime thriller. You can't put it down, especially Chapter VII entitled "The Conglomerateurs."

Let's say you were a CEO considering selling your business and you wanted to increase its value poste haste. Forming a conglomerate might have been the way to go as the accounting methodology at the time allowed to to almost instantaneously increase your paper valuation with no effort at all.

Do it today? Now we're getting to the real meat of it all. Conglomerate was the word for the sixties and early seventies. Synergy might be the word of the nineties and maybe the early two thousands. It still might apply. If the merger has attributes of synergy - namely, things work better because they are combined - maybe it makes sense.

My read on all this is that synergy, just like conglomerate long ago, is a risky reason to combine two companies.

Yes, this might be a good strategy to increase the value of your company short term. Longer term, it makes less sense. Maybe an exiting CEO is interested in the very short term until he or she sells and retires. If you are going to do that, be very careful and make sure you get cash for your business, as the likelihood of success of two combined companies is not very good, especially if you remember what really happened in the sixties.

Reference

Brooks, John. The Go-Go Years. Weybright and Talley. 1973.

April 20, 2008

Case Study: Rationale for a Strategic Alliance

714 449 1040     www.mixnerstrategy.com

Another consultant tells me about one of his friend's company. It's a contractor, owned by four partners, all of whom seem to be getting a little older, and one of whom (the friend) wants to cash out. We got talking about how to proceed. Normally, we'd be talking about how to increase valuation, especially in a company dominated by a single shareholder. The partnership makes things a little bit trickier.

Why trickier? Consider the problems of negotiating the valuation of the company, an agreement between the partners to sell, and the likelihood that all four of them won't agree to the valuation or the final deal, even after a lot of wrangling.

What to do? Let's think through the valuation first. A single partner selling his shares probably won't get full market value, as the other shareholders will retain control. So he'll get something less that his full twenty-five per cent of the company, maybe substantially less. That's the source of the wrangling I mentioned.

It is not clear if the other partners want to sell their portion of the company right now. If we assume they don't, my friend's friend probably isn't going to be satisfied with the offer from his partners.

There is an alternative. Construction companies are possibilities for sale to a larger entity. If they can find a true strategic alliance, the price for the company may increase, perhaps substantially, maybe even very substantially.

That's what the partners should try to do, find a strategic buyer, who, once it combines all the companies, finds true economies of scale and is willing to pay more because, ultimately, the net profit from the combined entities will greatly exceed the profit from the two entities standing alone. As a consultant, I hear a lot about the benefits of synergies. I always discount those discussion because it is a rare occasion when synergies actually produce increased profits.

I am thinking that, in this case, there may actually be synergies for a strategic buyer if it doesn't overpay and is capable of carefully managing the combined entities.

We'll see. 

January 08, 2008

Sell Strategy

714 449 1040     www.mixnerstrategy.com

All ready to sell your business?

Things to do first (Dale, B6):

  • Audited financial records make a lot of sense. Start years before you want to sell.
  • Cut expenses earlier than you might expect to improve profitability and cash flow. 

As usual, there are not quick solutions, especially if you want to get your price.

Dale, Arden. Want To Sell A Business? You May Not Be Ready. Wall Street Journal. 8 January 2008. B6. http://online.wsj.com/article/SB119976212555274017.html?mod=SmallBusinessMain_feature_articles

October 01, 2007

Putting a Value on Synergies

Copyright Jack Mixner.    714 449 1040.     www.mixnerstrategy.com

EBay buys Skype for $2.6 billion in 2005. It just paid an additional $530 million based upon performance. Claims initially said EBay would profit by increasing fees for services and additional traffic its auction and payments services (Hansell). Synergy was supposed to pay.

Skype hasn't grown. No way is it worth more than $3 billion.

What went wrong?

  • New revenues weren't there.
  • The synergies just didn't pan out.

The message? Be very careful what you buy, especially when it supposed to result in synergies and increased revenues.

References

Hansell, Saul. EBay's $4 Billion Lession in the Value of Hype. New York Times. 1 October 2007. http://bits.blogs.nytimes.com/2007/10/01/ebays-4-billion-lesson-in-the-value-of-hype/index.html?hp

September 06, 2007

Assessment Tools

Copyright Jack Mixner.     714 449 1040.     www.mixnerstrategy.com

Assessment tools sometimes lend light on murky decision making situations. While we don't rely on them to give the "final" answer, they can be useful to get things started, especially when you have to convince an over-burdened management team that spending any time at all on planning is not a waste of time.

Below are some useful tools that may help you get things started.

Reference

Baldrige National Quality Program. Self-assessment and Action Planning: Using the Baldrige Organizational Profile for Business/Nonprofit. NIST.  http://patapsco.nist.gov/eBaldrige/Business_Profile.cfm

Baldrige National Quality Program. Criteria for Performance Excellence. NIST. http://www.quality.nist.gov/PDF_files/2007_Business_Nonprofit_Criteria.pdf

Bristol Quality Center. The Business Driver. A self Assessment Business Review Program. 1999. http://www.calexcellence.org/programdriver.html

National Quality Housing Program. Total Quality Self-Assessment. National Association of Home Builders. 2000. http://www.toolbase.org/PDF/BestPractices/Total_quality_self_assessment.pdf

Sloma, Richard S. How to Measure Managerial Performance. Macmillan Publishing Co., Inc. 1980.

September 01, 2007

Patent Rulings Change for the Better

Copyright Jack Mixner.    714 449 1040.    www.mixnerstrategy.com

One of the best ways to increase the value of your company? Patent something.

Problems have emerged in recent years when "patent trolls" make improper claims on a patent and demand a "damages" payment that is less than the probable legal costs - and get away with it.

The courts, in decisions over the last year, have fixed some of the problems (Feldman):

  • An positive eBay case ended the practice of courts granting injunctions against the use of a patent by allowing courts to use a "traditional test" before granting the injunction.
  • Counterclaims are now allowed in the court where the company resides.
  • Courts are now allowed to decide whether a patent should have been issued in the first place.

Patents were once an asset of a company. Newer hassles had limited their usefulness. Recent rulings seem to reduce the hassles and will probably increase company valuations.

That's good for everybody. 

Reference

Feldman, Scott. Patent Law Gets Saner. The Supreme Court sent a message to "patent trolls": your days are numbered. Technology Review. September/October 2007. http://www.technologyreview.com/Biztech/19180/

August 31, 2007

End-Game Strategy Moves Upstream

Copyright Jack Mixner.     714 449 1040.    www.mixnerstrategy.com

Last year this time we wrote an article on speeding up the pace at the end of a game to confuse the defense and win a game (Mixner). Things are becoming even more speedy.

Video game experiences of young college quarterbacks is applied now universally. Multiple screens, filming practices from multiple cameras, and practicing using all sorts of technology enablers are making the practice field - and film room - a whole new experience. The result? Universities are applying the new technology to speed up the game, not just in the final three minutes, but across all four quarters. Texas Tech and Hawaii did it last year. Expect everyone to do it this year.

The result we should expect to see this year?

  • Higher scoring.
  • Faster games, and
  • More excitement, hopefully.

What's that got to do with your company?

Nothing has changed from last year.

Planning is nice. However, the real focus is on execution. Without it, you've got a boring, unprofitable game.

Reference

Mixner, Jack. Applying End Game Strategy: Speed Up the Pace. http://mixnerstrategy.com/blog/2006/08/applying_end_game_strategy_foc.html

Weinback, Jon. On Sports: Making the First Three Seconds Count. Wall Street Journal. 31 August 2007. W1.

August 27, 2007

Maximizing Valuation

Copyright Jack Mixner.    714 449 1040.     www.mixnerstrategy.com

Two key points (from a list of twelve) on maximizing valuation (Davidson, A-41):

  • Demonstrate growth.
  • Explain financial performance.

A sales process takes time. During the process make sure that your company continues to grow. If something is going wrong, and growth isn't occuring as you would like, have an explanation.

One less than obvious trap (Davidson, A-41): spending too much time selling your company and not enough time selling your product or service.

Have a plan. Work your plan - even while you are trying to unload your company.

Reference

Davidson, Joe M. Maximizing Value in a Sale of the Company Transaction. Orange County Business Journal. 27 August 2007. A-41. jdavidson@allenmatkins.com

August 25, 2007

Impact Business Value

Copyright Jack Mixner.    714 449 1040.    www.mixnerstrategy.com

Strategies for Implementation Today That Help You Long Term

Key Points 

  • Form Teams 
  • Focus on Customers
  • Focus on Suppliers
  • Focus on Technology
  • Actually Implement
  • Confidentiality
  • FORM BOARDS as quickly as possible in the process of increasing the value of your company. There are three of them, advisory board, board of directors and your planning team. Some of them you will already have up and running. Maybe you need to create one. Creating boards starts you down the road of creating new value for your company.

    A potential buyer for your company is looking very closely to see if your company is capable of creating the cash flow to pay for itself. Sometimes, there may be a contract to keep you around for a while either in a management position or in a consulting role. That is fine for you, but the buyer is looking for the team to run smoothly, without you. Thus, form the teams.

    The advisory board is a very special group. Many times, especially in entrepreneurial ventures, they are not paid. Other times companies about to go public may pay with cash or stock. It doesn’t matter. The folks you entice onto your advisory board have “been there, done that” in your industry.

    Since your revenues may exceed $5 million, you do not need an advisory board to address start-up issues. Focus on the crucial issues for your company like landing large clients, dealing with a highly compensated sales team or preparing to raise capital. Find someone in your industry who has already sold his or her company. Bring them aboard to give you advice. The advisory board is perfect for them, as it usually retains no fiduciary responsibility. A past CEO is not going to be interested in joining your team if it will put her personal wealth at risk in some sort legal battle. Make this clear in a written a written agreement if necessary.

    Sometimes, you do not actually meet with your advisory board, although most times it makes sense to have a face-to-face meeting at least quarterly. Use the team for advice as often as it makes sense.
     

    The board of directors is different. Depending on how you set up your company, they may retain fiduciary responsibility. [Always, consult with proper legal counsel.] That might mean that you have a committee structure and reporting requirements. It also means that you will need to provide compensation, including insurance for errors and omissions and maybe directors and officer’s insurance coverage as well. What does this do for you in terms of increasing your company’s value? It shows that you are serious about taking your company to the next level. In these days of close examination of CEO performance and Sarbanes-Oxley, make a clear signal to buyers that performance comes first.

    The planning team is the most important group so far. They focus on implementation strategies that increase the value of the company. There are tactical plans as well, all normally reviewed with the approval of the planning team. While we will talk about confidentiality later, it is important to note that many strategies when successfully implemented increase the value of the company. Keep the focus on increasing value. You do not have to belabor your other goal of selling the company at this point. It makes sense that the objectives, as they are set, address financial issues in addition to other goals like selling the company.

    The planning team is composed of the senior management of the company. It might also include consultants, customers and maybe even competitors or industry experts. Having everyone in the room in these days of personal digital assistants, sales people located all around the world, and 24/7 responsiveness is tough, but crucial.

    It is always a pleasure to watch a team work together until they experience what I call a “crystalline moment” where suddenly, for the first time, every one understands what they need to do and how to do it. Sometimes the moment occurs, literally, in a second of recognition for everyone. Creating the plan and communicating it to the entire company is easy after the “moment.”

    You do not need to bring up the sale of the company in the planning sessions, especially if there is some time before a sale occurs. You use the sessions for an annual review of current strategy and for quarterly updates to specific strategies. Annual planning should start with a clean slate. Perform a situation analysis using new information each time to make sure your planning is relevant to the current period.

    Another group, the scientific advisory board, is special, normally reserved for pharmaceutical and medical device companies. I have watched it be most useful for finding hospitals and doctors to perform clinical trials. Usually, management teams in biotech or medical device companies already understand how to manage scientific advisory panels. Done correctly, a scientific advisory board will ultimately increase the value of your company.

    FOCUS ON CUSTOMERS, especially if you have but one single large customer.

    I met up with a CEO friend recently in the Dallas-Fort Worth airport. He was lamenting the fact that his company had a single large customer at the same time that raw material costs were rising. He spoke to his customer about the need to increase prices. The customer’s immediate response was to suggest that they take the product out to bid with other suppliers in the mix. That was the last time the CEO brought up price increases. He is now focusing on decreasing manufacturing costs, while trying to find additional customers. I hope that the customer will not take the product out to bid, as off-shore companies might be able to provide the product a better price.

    Early on in my consulting practice, I had a client that sold many of its services to the State of California. That was fine for most of the year. My client could price its services properly and provision of services was easy. There was only one problem. Come June of just about every year, the State of California goes through a budget crisis and stops paying bills until things are resolved. That was not such a good deal for my client, as its margins were relatively small and its payroll large. Finally, we got a line of credit to bridge the gap between budget approvals each year. The single large customer was profitable as long as it paid its bills. It was a disaster when it did not pay its bills. The single large customer “syndrome” is a red flag to anyone looking to buy your company.

    Involve customers in your annual strategic planning to help you decide where to spend your product/service development budget. There are some interesting discussions going on in the business press about whether it is better to spend scarce dollars on product development or marketing. Interestingly, at least for now, the focus is on product development. Having customers in the loop as you create new products makes a lot of sense.

    ONE LARGE SUPPLIER is just as bad as having but a single customer. The supplier has you in an awkward position on price, certainly, and delivery, possibly, if there are other parties interested in purchasing what you were buying. A local flashlight designer made a strategic alliance with a local plastic molding company. The plastics company made the molds, the designer did the marketing and they split the profits. A sole source agreement worked in this instance. It is not always that easy. The injection molding company had a lot of power in marketing decisions that would normally fall to the distributor. I have not seen the product in the markets lately, probably because its price was higher than the competition.

    Involving suppliers in your planning is tricky, especially if you are planning to sell your company. It is not unheard of for a supplier to consider investing in your company with better terms or lower prices when they understand that your planning forecasts higher volumes. Occasionally, suppliers can help generate larger sales with their own contacts.

    Going to market with a company with a single large supplier does not make a lot of sense if you want the highest price for your company. Diversify your supplier base just as you would diversify your customer base.

    FOCUSING ON TECHNOLOGY can help you increase your valuation in all sorts of ways. Upgrade inbound and outbound logistics, manufacturing, sales and product service with technology. Web based sales support programs make sense for middle market companies. Warehousing costs along with inventory control are also areas with great potential. Burying technology in your products also makes sense. Electronic products are obvious places to invest in technology. Even agricultural processes are having major technological impacts from GPS out in the field to branding apples instead of individually labeling them. It all comes back to return on investment. An investment in technology, while helping the income statement, probably increases net worth at the same time, especially if payback periods are short.

    Making your reporting processes work better is a perfect use of technology to increase your valuation. Casinos managing cash are an easy example. Installing rapid cash counting might ultimately reduce the amount of cash needed to “float” all the games in a casino. New slot machines are electronic in order change the game and the size of the bet instantaneously according to the time of day and the crowd expected.  Hourly profit and loss statements and cash flow statements in real time are easy to prepare, and very useful.

    Figuring out new ways to price your technology-based product is a possibility. A friend recently told me about reworking a folding machine for a laundry company to reduce labor investment. We talked about pricing the machine by the “click” instead of selling the machine outright. Technology could handle the click counting and reporting in real time. The new folding technology expands the profitability of both the hotel and the inventor. My guess was that the inventor could give away the machine while charging the customer for each single use. This is the way the Japanese copier makers entered the American marketplace way back in the 1980s. They would give away the copier to sell toner, paper and service. HP is basically giving away their printers in order to have us hooked buying proprietary ink cartridges. 

    STRATEGIES FAIL in implementation frequently. The excuses I hear would fill a book. Most times, they are about things that “intervened.” Not enough time to implement. A major account got away. The CEO had to spend time somewhere else. Who is in charge of making things happen? Work the teams together, have them continue to meet together, report together, and hold each other accountable. An implemented plan will increase your valuation. The CEO is involved. He just is not the cop. Working together will make everything work faster and easier. It is a win for everyone.

    One last planning topic needs discussion. What is the role of the business plan? We used to call them “show” plans. You made a business plan with the intent of raising money. Many times, a company would receive new money and immediately forget to follow their plan.

    Times have changed. The business plan is now the “go” plan used to launch a new business or increase the valuation of an old business.

    Remember that an effective plan spends as much time on the marketing of a new product or service as it spends on the technology involved. It lists the early adopters as well as the market segments likely to buy your product later on along with a road map for approaching each buyer group. The best use of a business plan for a going concern is first to convince some entity to invest in your company. Then it is used increase sales.

    From the point of view of someone buying your company, the business plan shows commitment to success, to actually implementing the plan. It also lays out the marketing plan enough that the prospective owner understands where you are going to get new sales the week after he buys your company, and the year after. It is crucial to showing how committed you are to success of your company, either in your hands, or his.

    CONFIDENTIALITY is crucial in all types of planning. We have given you all sorts of reasons to entice employees, customers, suppliers and maybe competitors (well, maybe not) to join your planning team. You do not want to show your hand to quickly, especially with the competition, as they are likely to hatch a strategy to steal a portion of your clientele. What do you do in the interim? Focus on growing the business. Do not create a public strategy focusing on selling the company, at least not in real terms. Bring trusted employees into your confidence slowly, entice them to stay with your company and continue to focus on building value.

    With John Bates, Avalon Advisors, Inc.

     

August 24, 2007

The Art of Management Failure

Copyright Jack Mixner.     714 449 1040.     www.mixnerstrategy.com

Here is a bibliography on business failure (Shuchman, 19):

Goldhammer, John. The Save Your Business Book: A Survival Manual for Small Business Owners. Lexington Books. 1993.

Goldston, Mark R. Thr Turnaround Prescription: Reposition Troubled Companies. Free Press. 1992.

Silver, A. David. The Turnaround Survival Guide: Strategies for the Company in Crisis. Dearborn Financial Publishing. 1992.

Sloma, Richard. The Turanaround Managers Handbook. Free Press. 1985.

Reference

Shuchman, Matthew L. and Jerry S. White. The Art of the Turnaround. How to Rescue Your Troubled Business From Creditors, Predators, and Competitors. AMACOM. 1995.

Silver Lining in Subprime Meltdown?

Copyright Jack Mixner.    714 449 1040.     www.mixnerstrategy.com

The company VMware went public on 14 Aug and has continued to rise (Richtel). VCs are using it as evidence that the meltdown market bodes well for them. They see their market as a sort of safe harbor from the turmoil in the market.

VCs haven't changed at all. They are still looking for good people with protected technologies in markets that have the ability to grow substantially enough to repay VC investments at ridiculously (seemingly) high rates of return.

Other data points: The Baltic Exchange Dry Index continues to rise "a good indicator that demand's not going away (Davis)".

What's it all mean? While we always run the weakness list first during strategy sessions (because it is so easy to complete), the opportunity list is where the money is to be made.

Looks to me like there are still opportunities for growth.

We'll see.

Reference

Richtel, Matt. V. C. Nation. Subprime Fallout Could Help Venture Capitalists. New York Times. 24 August 2007. http://www.nytimes.com/2007/08/24/business/24venture.html?_r=1&ref=business&oref=slogin

Davis, Ann. Growth Gauge: Offbeat Indexes On Commodities. Wall Street Journal. 24 Aug 2007. C1.

August 23, 2007

Two Types of M&A Deal Breakers

Copyright Jack Mixner.     714 449 1040.     www.mixnerstrategy.com

Want to de-rail your deal to sell your company?

Here's how (Silver, 148):

  • Don't disclose all your liabilities. That's pretty straight forward. While it seems obvious that a complete balance sheet is part of the equation, missing it will ultimately derail your deal.
  • Accept back-end payments (some kind of back end financing) cause problems. Examples: 
    • Royalties as a portion of future earnings
    • A non-compete agreement
    • Subordinated note.

What are the possible times to take a note? It might make sense to take a note from the buyer  when your company is losing money.

How to avoid problems? Involve a lawyer who gets the process and, at the same time, wants the deal to happen.

Always get the best professional advice possible as part of your negotiation. Include tax advisors and legal representation.

Reference

Silver, David A. Cashing Out. How to Value & Sell the Provately Held Company. EnterpriseDearborn. 1993.

August 07, 2007

Begin With the End In Mind

Copyright Jack Mixner.     714 449 1040.     www.mixnerstrategy.com

Kevin Long joined the Yankees this year as batting coach. He has performed remarkably as the Yankee hitters have improved greatly.

Among Long's recommendations for any hitter (Barra, D6):

  1. "Practice a compact swing ...
  2. ... go up to the plate with a clear idea of what you're going to do ...
  3. assume he's going to throw you a fastball and be ready for that ..."

In strategic terms:

  1. Practice in advance. Make sure your team is trained - and is willing to change at a moments notice.
  2. Have a plan. For big plans, have alternate scenarios already mapped out.
  3. If you don't know what going to happen, make sure your plan allows for fall back positions. However, your main plan represents the most likely scenario that you are willing to support.

Reference

Barra, Allen. Long Ball: Yankees' New Hitting Coach Has A-Rod and Team Back in Top Form. Wall Street Journal. 7 August 2007. D6.

August 02, 2007

Battle of the Synergies

Copyright Jack Mixner.     714 449 1040.     www.mixnerstrategy.com

The dot.com boom brought us one of the marriages of the century founded on the convergence of print and electronic media and reliant on synergies in marketing. AOL and TimeWarner were supposed to be perfect for each other. What went wrong?

AOL assumed there were synergies. Jerry Levin, CEO at Time Warner, apparently bought Steve Case's case for the merger (and synergies) hook, line, and sinker.

AOL's head of sales Robert Pittman assumed that on the day of the merger, entree to TimeWarners trove of main-line advertisers would be automatic. AOL's sales operation was a boiler room operation focusing on the "dregs of advertising" (Munk, 231) while TimeWarner focused on a long sales process trolling long term for "high-class, major advertisers". Pittman assumed that TimeWarner would be forced to share their 100 top clients and that they were all perfect for incorporation into the AOL way.

Everybody was wrong. AOL shortly imploded - the dot.com bust didn't help - and TimeWarner was left holding the bag.

Synergy is tricky. It assumes that, at a minimum, folks can just get along. Levin had negotiated in secrecy. His team, when it found out about the imminent merger, was totally unconvinced. Things went downhill from there.

Keys to success? Openness. Communication. Involving customers. Bigger things like including the whole management team in decision making and keeping the Board informed and on your side would have helped, as well.

Reference

Munk, Nina. Fools Rush In. Steve Case, Jerry Levin, and the Unmaking of AOL Time Warner. HarperBusiness. 2004.

July 09, 2007

Build a Good Name - Increase Stock Price

Copyright Jack Mixner.     714 449 1040.    www.mixnerstrategy.com

How about a way to increase your stock price twenty-seven percent by pointing out the good things your company does like environmental responsibility, innovation, and employee training? UTC did precisely that and, indeed, increased its stock price (Engardio, 70).

Symptoms

  1. You worry about your image only when things are going wrong.
  2. PR focuses on your charity work or green initiatives.

Opportunities

  1. Fix your problems first. Bad press? Don't hire PR. Look to causes.
  2. Got a good story to tell? Figure out what it is and communicate the gradual changes to the press.
  3. Consider the specifics of your good story before you begin your PR.

Southwest shifted its story from low price fares to extensive routes and schedules. Its share price is down 5% since the campaign began, yes. The industry, however, is down 15% (Engardio, 79). Correlation? You decide.

Reference

Engardio, Pete and Michael Arndt. What Price Reputation? Many savvy companies are starting to realize that a good name can be their most important asset-and actually boost the stock price. BusinessWeek. 9 & 16 July 2007. http://www.businessweek.com/magazine/content/07_28/b4042050.htm?chan=search

June 13, 2007

The Case for Building a Bench

Copyright Jack Mixner.     714 449 1040.     www.mixnerstrategy.com

Stars cost money, at least in baseball. Everyone wants to watch the stars play. Something has to give somewhere, as baseball teams don't have unlimited funds to spend. So where are expenses being cut?

The farm system is hurting, along with all the support staff that goes with it, including scouts (Kennedy, 32). Traditionally stringers, scouts are a rare breed today, as are trainers for each of the skills in baseball like pitching, hitting, catching, etc.

It is hard to say if overall play is being hurt at this instant, but it appears that ultimately, not providing a trained pool of new players will hurt baseball.

Training also includes strategizing about what to do when a ball is hit to a specific place in the in-field with someone on base. Decisions - the correct ones - have to be made instantly, almost by reflex, or perhaps by rote training before. 

Why bother, you say? Stars will make up for everything. Maybe not. Building a team takes time. They have to play together and share experiences. The best way to do that is not in a major league stadium but back in the minors at a near sandlot in the middle of nowhere. The experiences and maturity gained back in the minors has another effect: players don't burn out as fast, they become stronger, and have more utility because the are better prepared.

What's this got to do with modern management? There is something to be said for hiring team players and then training them over time. They'll stay with you longer, be more grateful, and help you grow your company over time.

How to start? Human resources is not just about hiring. Have a plan for training your team in the skills that matter most for your organization. In Orange County right now, it is very hard to hire medical device engineers, for instance. Successful companies are hiring engineers before they graduate, helping them complete school, then keeping them around. Do it right and their enthusiasm and willingness to stick around will help you grow your company. Do it wrong, and they'll leave quickly for the highest bidder.

Give it some thought.

Reference

Kennedy, Kevin with Bill Gutman. Twice Around the Bases. The Thinking Fan's Inside Look at Baseball. William Morrow. 2005.

April 07, 2007

Intellectual Property - As a Bond

Copyright Jack Mixner.     714 449 1040.     www.mixnerstrategy.com

I have a series of Craftsman tool sets in the garage, remnants of the old days when I had to maintain my Triumph Spitfire on a weekly basis. I used to have a Diehard battery in the Spitfire, mainly because it was one of the first to come with a long-term warranty. Finally, the washer/dryer sitting there in the garage came from Kenmore. All were trusted Sears brands.

As we all know, K-Mart and Sears have merged as a result of bankruptcies into a new firm, Sears Holdings Corp.

Most interesting new fact about Sears? They've taken all those old classic brands and sold them off to the insurance branch of the company (Berner, 60). If the retail side goes bankrupt again, the brands will stay with Sears. The valuation on the deal? A cool $1.8 billion. They are held in security form, that could be sold for capital to do something else. The current buzz is that Sears will use the value in the securities to buy Gap Inc.

We all know that protecting intellectual property makes sense, especially for tech firms. This points to the possibility that there may be other important reasons to protect IP, especially when it can increase your company's valuation.

Reference

Berner, Robert. The New Alchemy At Sears. BusinessWeek. 16 April 2007. 58. http://www.businessweek.com/magazine/content/07_16/b4030071.htm?chan=search

 

April 06, 2007

Catastrophe Planning 2.0

Copyright Jack Mixner.    714 449 1040.     www.mixnerstrategy.com

An old professional friend of mine, Bill Furlow, wrote a - the, perhaps - book on what to do when something goes wrong at your company. He had a step-by-step methodology to follow to head off huge problems.

Times have evolved. Now the bigger threat is the web, namely, responding when someone attacks your company in some electronic manner.

Conlin lays out a useful five-step Playbook (Conlin, page 56).

  1. Engage Critics - have a blog up and running, with the comments turned on.
  2. Be Vigilant - have a team looking for dirt on the web.
  3. Jump In and Open Up - Transparency replaces the once-standard "No Comment."
  4. Don't Overreact - have a thicker skin and ignor some of what gets said.
  5. Stay Professional - respond for strategic reasons, not personal ones.

Others are working to establish rules of etiquitte for the web. Tim O'Reilly, coiner of the words "Web 2.0" and Jimmy Wales of Wikipedia are in the midst of creating a set of rules for their blogs. The chief recommendation? Ban anonymous comments (Stone). One of the rules, still open to debate on the web, is that whoever owns the website is responsible for what get posted on it. Web veterans claim that editing or deleting comments isn't correct.

Sometimes you have to go off-message. Sometimes you have to open up more than you feel comfortable with. Sometimes folks respond in ways you hadn't expected.

Welcome to the new economy. 

Reference

Conlin, Michelle. Web Attack. BusinessWeek. 16 April 2007. 54. http://www.businessweek.com/magazine/content/07_16/b4030068.htm?chan=search

Furlow, Bill. http://www.furlowcommunications.com/index.htm

Stone, Brad. A Call for Manners in the World of Nasty Blogs. The New York Times. 9 April 2007. http://www.nytimes.com/2007/04/09/technology/09blog.html?_r=1&hp&oref=slogin

March 04, 2007

Reverse Merger - Chinese Style

Copyright Jack Mixner.     714 449 1040.     www.mixnerstrategy.com

Every now and then, I hear a passionate discussion about reverse mergers. Speaking usually is an entrepreneurial CEO who desperately needs cash to speed growth of her business. I listen for a while and ask a couple questions like:

  • "Are you aware of the accounting costs related to owning a public company?" or
  • "Why can't you grow your company using cash flow instead of merging with an essentially failed and empty shell in order to have the abilty to issue (read that, sell) stock to the public?"

It looks the like the latest round of reverse mergers are originating in China (Einhorn). Smaller companies, starved for cash, are looking for any way to raise capital. To them, the risks of a reverse merger make sense.

Whether they will ever raise any capital is another whole question.

Looking at a reverse merger to make your company eligible to raise capital? Ask two questions:

  • Who is going to make more out of the merger, you or the broker/lawyer involved?
  • Will you ever be able to raise enough capital this way?

My advice? Look hard at your marketing plan. Increase revenues in order to generate capital for expansion.

Reference

Einhorn, Bruce and Frederik Balfour. Going Public, Chinese Style. BusinessWeek. 5 March 2007. Page 40. http://www.businessweek.com/magazine/content/07_10/b4024067.htm?chan=search

January 25, 2007

Planning to Succeed at Acquisition

Copyright Jack Mixner.     714 449 1040.     www.mixnerstrategy.com

Fifty-three per cent of a recent group of mergers failed. Besides being a horrendous waste of money, they were also a waste of time. Here are ten suggested ten key points to consider in order to make your acquisition – or sale – succeed (Adolph, page 30).

  1. Setting strategic intent
  2. Building stakeholder enthusiasm
  3. Gaining internal understanding
  4. Forming "one company"
  5. Capturing value
  6. Energizing the team
  7. Stabilizing operations
  8. Closing the deal
  9. Facing moments of truth
  10. Identifying intgeation leadership and line management 

Let's look at the first two points.

Setting Strategic Intent

Why will they acquire you? Industry consolidation, vertical integration, adjacent market entry might be logical reasons. And are you to be absorbed, transformed, or simply attached independently (Adolph, page 31)? 

I sat with a CEO recently who had created a new division to take advantage of a new invention. Volume wasn’t high enough yet to make it a likely acquisition candidate, but the CEO realized that in a couple years and about forty per cent revenue growth he would have a profitable, saleable organization. One of his suppliers has told him his invention was useful across the industry. He was selling to ten or twenty of the Fortune 100. A couple of them might ultimately be interested in extending their lines by purchasing his company. For now, it was all about one invention. But he was selling into at least ten different niches, all with different applications and a lot of custom engineering. Ultimately, he won’t need to do so much engineering as many of the needs will be completely engineered and ready to go. Lot of possibilities. We only talked for about an hour. I’ll bet he has a lot of other ideas.

Building Stakeholder Enthusiasm

I used to work in a regulated industry. The Food and Drug Administration as well as the Nuclear Regulatory Commission inspected us. We telegraphed everything we were planning to them far in advance. Hard experience taught us that postponing updates with the regulators only slowed things down, sometimes greatly.

Your company may have other regulatory issues, especially if either you or the potential buyer – or the combined companies - have a large market share. Wouldn’t it be nice if you even attracted Federal Trade Commission’s interest?

If yours is a union shop, they need to be in the loop, although, of course, this can be very tricky.

The biggest problems I have experienced here, however, have been with family businesses. It seems that there is always an uninvolved cousin who pipes up at the wrong time. A little forethought and planning might just save a sale down the road.

References

Adolph, Geral, J. Neely, and Karla Elrod. Delivering on the Promise: 10 Merger Imperatives. Sisk, Michael and Andrew Sambrook, editors. The Whole Deal Fulfilling the Promise of Acquisitions and Mergers. Booz Allen Hamilton. 2006.

 

Mergers and Acquisitions: Of Two Points of View, One REALLY Matters

Copyright Jack Mixner.     714 449 1040.     www.mixnerstrategy.com

In a perfect world, you have realized for some time that there is a perfect acquirer for your company, you have discussed with them the possibilities, they agree with you, they have offered you a fair deal and, finally, they are ready to pay you cash now with no requirement for you to stick around to make things work. Not likely to happen, is it? There are things you should do now that will make things more advantageous for an acquirer down the road.

Spending some time thinking through an acquirer's point of view long in advance of a sale will probably help increase the value of your company. In their mind there should be two prime questions:

  1. Is the deal commercially attractive?
  2. Are we capable of realizing the targeted value (Adolph, page 21)?

Let's assume you are in the same market as your acquirer. One big question for them is estimating the combined competitive position of the two companies sometime in the future. They need to take into account customers, competitors and overall market dynamics.

Another question is, internally, after the two firms combined, does the management team have the capability to realize the targeted value within the targeted time frame?

Key words so far:

  • Competitive position
  • Customers
  • Competitors
  • Market dynamics
  • Management team
  • Targeted value
  • Targeted time frame.

Some Questions to Consider:

Competitive Position

  1. What is your competitive position right now?
  2. Are you a leader in your field?
  3. Follower?
  4. Relative market share?
  5. Relative market growth rate?
  6. Are you selling off-the-shelf products or are they custom? Does that impact competitive position?

Customers

  1. Business concentrated in a single large customer?
  2. Do you know who your customers are?
  3. Are you geographically constrained? By design?
  4. Are there related sectors you could approach now to increase sales?

Competitors

  1. Where do you stand in your industry? Number one or two in the industry, or among the multitudes?
  2. With a little effort, could you increase you market standing?
  3. Do your prime competitors have deep pockets?
  4. How does your marketing compare to theirs?

Market Dynamics

  1. Is yours a growing marketplace across the board, or in specific segments?
  2. What do the next three years hold for your market? Ten years?
  3. Is the market leader at risk? Could you lead a charge against it?
  4. If you are number two, what would it take to become number one?
  5. If you are a minor competitor, how could you increase share? Would you have to grow the market to do it, or could you steal share from someone else?
  6. What are the long term prospects for your industry?

Management Team

  1. How would an acquirer rate your management team?
  2. How much does your team depend upon you for direction?
  3. Are you ready to give up control of your company to professional management? Have you done it already?
  4. What slots remain unfilled, waiting for growth to afford to fill them?

Target Value

  1. Without you on board, is your company capable of generating enough income to make a sensible investment return for your acquirer?
  2. How long will it take to change things for that revenue stream to kick in?

Targeted Time-frame

  1. How long do you reckon an acquirer will give a consolidation strategy to work?
  2. Is that enough time for you to create adequate return for the investor?
  3. Standing back, have you considered if your estimates are realistic? If you were acquiring your company, would you believe your own estimates?

As you prepare to sell your company, your point of view is crucial. Practice "walking in the shoes" of an acquirer. That new point of view should generate questions the answers to which will increase the likelihood of your eventual sale, and your valuation.

Reference

Adolph, Gerald, Simon Gillies  and Joerg Krings. Strategic Due Diligence: A Foundation for M&A Success. Sisk, Michael and Andrew Sambrook, editors. The Whole Deal Fulfilling the Promise of Acquisitions and Mergers. Booz Allen Hamilton. 2006.

January 24, 2007

One Big Supplier

Copyright Jack Mixner.     714 449 1040.     www.mixnerstrategy.com

Way back when I worked for a  manufacturer of radiopharmaceuticals. We had our raw materials shipped in from a Northern Californian reactor facility. We got timely deliveries of very high quality isotopes. However, that facility had a problem. It was situated on an earthquake fault. Not near an earthquake fault. On an earthquake fault. The regulatory folks heard about that and immediately closed the facility down.

We had a problem. Now where were we going to get our basic raw ingredient? After a delay, we got it from a mid-western facility that made good product. We had to put up with weather effects on the delivery schedule but the price was OK and the quality was there. That worked for a while, until our direct competitor bought the reactor. Now we had a real problem. You can figure it out. Things didn't really go so well after that. Finally, they closed our facility and moved manufacturing back east.

We knew we had a problem all along. The division was a small one in a very large company. We made our products mainly to extend the size of the catalogue for selling everything from vitamins to penicillin into hospitals. Our prices were probably high, and, although quality was top notch, ours probably never became a hugely profitable product line.

You've heard the message. If you are going to manufacture a product, make sure you have multiple suppliers. If your ultimate exit strategy is to sell your company, having a single supplier will reduce its value, as well.

 

One Big Customer

Copyright Jack Mixner.    714 449 1040.     www.mixnerstrategy.com

Tech companies have a problem. Producing the first-off of a new product is prohibitively expensive. Or, sometimes, engineering isn't really done on the great new product, but it needs testing in a customer environment. A good way to do that is to form a relationship with a buyer, preferably with deep pockets, who will work with you to finish engineering and produce the first prototype. It might also be nice if the buyer of the new product paid on very good terms - read that, paid immediately on receipt, a very unusual relationship.

Why would a buyer agree to such a relationship? Access to a new technology that will help it keep ahead of its own competitors might be one reason. And what sort of relationship might be formed? Philips Electronics bought a small stake in Improv Systems, Inc. Why would Improv do it? Having one customer was easier to handle early on. Additionally, Improve didn't need a sales force until it was ready to expand (Winokur Munk).

Early on, a single large customer may make sense.

Later on, concentration of revenues with one large customer is a red flag. Intuitively, we all know that it is a problem. When we start work to increase the value of a company, we find that the concentration doesn't help at all. It is a weakness that reduces the value of the company and may prevent its sale down the road.

References

Winokur Munk, Cheryl. The Big Customer. Dow Jones & Company. 28 October 2002. http://www.improvsys.com/News/articles/big_customer.cfm

January 06, 2007

Succession - and Frank Gehry

Copyright Jack Mixner.     714 449 1040.     www.mixnerstrategy.com

Sharma makes a key point about Frank Gehry. It seems that Gehry is proud of at least two thing in his long and hugely successful architectural practice. The first, obviously, is the continued acceptance of his designs. The second is the strenght of his practice. No one is working for nothing. Everyone loves his or her job. Gehry has created a true team.

There is a simple problem, a problem recognized by any successful entrepreneur: succession.

Once Gehry retires, it is not clear how successful the practice will be without his name.

Strategic Implication

Sometimes it pays to share the spotlight early in a big name practice.  

Reference

Sharma, Akhil. The Architect. Wall Street Journal. 23 December 2006.

November 24, 2006

Selling Your Company: Earnouts

By Jack Mixner     714 449 1040     www.mixnerstrategy.com

Mulroy makes a crucial point. "While an earn-out may seem like an expedient means to bridge a value gap in a private company sale, it should be used only as a last resort (Mulroy, page A25.)"

Strategic Implications

Increasing the value of a company after the close of a sale may not be as easy as it seems. Take the time to make sure that an earnout is in everyone's-including both the old owner's, and the new owner's-best interests.

Reference

Mulroy, Michael. Considerations in Selling a Company. Orange County Business Journal. 20-26 November 2006. Page A-25. Mulroy is a shareholder of Stradling Yocca Carlson & Rauth.

Planning the Business Sale

By Jack Mixner     714 449 1040     www.mixnerstrategy.com

Keligian raises five key issues for long range planning before the sale of your firm. They are:

  1. Build your management team,
  2. Build business systems,
  3. Document key contacts and agreements,
  4. Manage business trends, including sales and profits, and remember
  5. Common tax issues like form of the corporation and residency.

Strategic Implications

You have a choice. Accept less for your firm when you are ready to sell or plan in advance to increase the ultimate value of your company. Some issues, when properly addressed, may in fact make an unsalable company salable.

Planning pays in the long run.

References

Keligian, David L. Passing the Torch Planning Issues in the Business Sale. Speech handouts to Bear Stearns Professional Discussion, Costa Mesa, CA, 16 November 2006. www.buschfirm.com http://www.buschfirm.com/pdf/Outline%20-%20Planning%20for%20Business%20Sales.pdf

September 20, 2006

Tech Coast Angel's Eleven Must Have Slides

Copyright Jack Mixner.     714 449 1040.    www.mixnerstrategy.com

Some time ago the Tech Coast Angels put out a powerpoint slide show on how to present to them in your initial requests for financing. The crucial eleven slides:

  1. Cover - business positioning statement
  2. Market - the need and what customers have it
  3. Solution - product, core benefit, protectable technology (ies)
  4. Competitive position - who they are and your defenses
  5. Marketing / Sales / Support - channels and skills
  6. Business strategy - how you plan to grow beyond launch
  7. Financial projections - the usual spreadsheets
  8. Funding sought - amount, comparables, use of funds
  9. Management - relevant experience
  10. Milestones - e.g. product launch, next funding, breakeven
  11. Exit strategy - IPO / acquisition (who?)

Strategic Implications

We used to say you had ten minutes to present ten slides. These are the slides. Practice. Practice. Practice.

And, yes, you probably do have to figure out a valuation for your company. It would probably go on the eighth slide.

3.References

Tech Coast Angels. Presentation Guidelines. 2005.

Where Finance and Strategy Work Together

Copyright Jack Mixner.     714 449 1040.     www.mixnerstrategy.com

Porter compares strategic advantages of uniqueness perceived by the customer and low cost position with strategic targets which are industrywide or which focus on a particular segment only. When advantage and target are summed, he creates three generic strategies, differentiation, overall cost leadership and focus (Porter, Competitive Strategy, page 39).  

Michael Dell started Dell Computer by selling computers out of his now familiar dorm room. He differentiated himself in Porter terms by selling direct to customers computers assembled from readily available parts only after the order was placed. He kept no inventory of parts or completed computers. Remember, early on, he didn't even have a warehouse. Delivery was very fast. Financially, this meant Dell was able to grow rapidly with only his initial $1 thousand outlay.

Allegiant Airlines has an interesting strategy of focusing on smaller airports with direct flights to Las Vegas and Orlando using workhorse, inexpensive MD-80 aircraft. Scheduled to go public in the next weeks, Allegiant is profitable, a rarity in the airline business today (Bailey).

Porter's value chain approach came next. Linking inbound logistics, operations, outbound logistics, marketing & sales, service and support functions of infrastructure, human resource management, technology development and procurement, he linked cost drivers to the ultimate financial margins they produced (Porter, Competitive Advantage, page 37).

As Dell matured as a company, its foray into retail distrubution of computers failed early on in the 1990s because of horrendous overstocks in the channel of computers that became obsolete and dropped in price as they sat in warehouses, unsold (Dell, page 79). By refocusing on margin produced from each sale, Dell turned the problem around by ditching retail sales and retreating to direct sales. The sales team was incentivized not on sales alone, but on the profitability of each unit sold. Sales people actually had software on their screens as they interacted with customers that generated unit profitability on the fly.

Strategic Implications

Dell survived at the initial launch of the company by producing without any overhead attributed to inventory. Then, it transformed itself using profitability measures and incentives tied directly to each sale.

Finance interfaces differently with successive phases of company evolution.

The interesting question? How will Dell survive in the future when customers apparently demand to touch the goods instead of order direct.

Reference

Bailey, Jeff. Flying Where Bi Airlines Aren't. New York Times. 21 September 2006. http://www.nytimes.com/2006/09/21/business/21air.html?ref=business 

Dell, Michael with Catherine Fredman. Direct From Dell Strategies That Revolutionized an Industry. HarperBusiness. 1999. 

Porter, Michael E. Competitive Strategy Techniques for analyzing Industries and Competitors. Free Press. 1980.

Porter, Michael E. Competitive Advantage Creating and Sustaining Superior Performance. Free Press. 1985.

August 30, 2006

'Differentiation Curve'

Copyright Jack Mixner     714 449 1040     www.mixnerstrategy.com

End game strategy is about speeding up the pace, practicing in advance, and hiring the right people. When you talk about people, one person always comes to mind, Jack Welch. In his book, Welch talks about all the different charts and curves they used to evaluate senior managers over the years. They finally settled on a chart they called the "Differentiation Vitality Curve (Welch, page 159)." Basically, the curve broke a management team into three quadrants, the Top 20 (people filled with passion), the Vital 70 and the Bottom 10. Let's just say you didn't want to be in the Bottom 10.

Strategic Implication

Over the years, Welch has gotten a lot of bad press about the Vitality Curve. Dividing personnel according to a curve sounds mechanistic. Let's look at GE's definition of a "passionate" leader:

  • High energy levels
  • Ability to energize others
  • Edge to make tough go / no go decisions and, finally,
  • Ability to execute and deliver on their promises (Welch's four E's of GE leadership, page 158).

Not a bad list. I use it to evaluate new hires. The list and the methodology point to why end game strategy takes a while. Start early on when you hire people by looking how they will work out not just now, but later on when things really matter.

References

Welch, Jack with John A. Byrne. Jack Straight From the Gut. Warner Business Books. 2001.

August 29, 2006

Applying End Game Strategy: Speed Up the Pace

Compyright Jack Mixner.    714 449 1040.     www.mixnerstrategy.com

On 1 April 1981 Jack Welch became Chairman and CEO of General Electric. On 2 April 1981, Welch announced that GE would "manufacture and sell an industrial robot as the first product of its new factory automation business (Slater, page 70)."

Strategic Implication

Welch's goal was to make things happen at GE in order to increase the share price and margin. He did it by speeding up the pace.

He began a restructuring process to dominate a business line, or leave it. Using the 1-2 mantra (have a market share of either one or two in your business, fix it quickly, or leave it), GE left many businesses, many of them that had been part of GE for years.

Where to focus at your company? Porter's value chain approach shows where to look - infrastructure, HR management, technology development, procurement, inbound and outbound logistics, operations, marketing/sales and service round out his list (Porter, page 37).

The first step is analysis, OK. But don't let it take to time. Implementation is the key, not planning. Make it happen.

Building upon a mainline company that needed to be stronger, Welch started immediately to increase profits and share price. The rest is history.

Speed up the pace.

References

Porter, Michael E. Competitive Advantage Creating and Sustaining Superior Performance. Free Press. 1985.

Slater, Robert. The New GE How Jack Welch Revived an American Institution. Irwin. 1993.

August 28, 2006

Too Much Practice Makes Imperfect

Copyright Jack Mixner.     714 449 1040     www.mixnerstrategy.com

One statistic tells it all:

Before Carlos Ghosn arrived at Nissan, middle management spent approximately sixty per cent of their time planning. After he arrived, the ratio changed to five per cent planning and ninety five per cent implementing (Magee, page 102).

Strategic Implication

On the day of his arrival at Nissan, Ghosn formed nine planning teams to figure out what was wrong with Nissan. They had two months - later changed to three months - to create plans for Nissan's turnaround. That was the easy part.

The hard part was implementing. Ghosn held the planning teams accountable for actually implementing their plan. The rest is history. 

Nissan closed plants in Japan (think about that), created a passel of new cars, simplified the management structure, changed compensation and advancement (read that, performance raises and promotion only), drastically reduced the number of suppliers, and tied employee bonuses to global results (Magee, page 94).

No more talking about implementing. Now they implemented. The pay-off was huge.

Planning stalled at your company? Focus on implementation, not strategy.

References

Magee, David. Turnaround: How Carlos Ghosn Rescued Nissan. HarperCollins. 2003.