Chrysler and Daimler’s divorce Tuesday, May 15 2007 

By any standards the news that Chrysler Group will be bought by Cerberus Capital Management is astonishing. Most commentators seem to emphasize the fact that Daimler is not having to put as much money into the deal as was feared, in order to persuade someone to take Chrysler off their hands. The Daimler share of the tab, according to reports, is around $678M. The larger picture is that Daimler consummated a $36M merger in 1998 that they are now paying to get out of, having destroyed an almost unimaginable amount of value in the intervening period. That Daimler considers this to be a bargain is a testament to how badly things have departed from the script.

An aspect that I don’t hear mentioned much is the impact this disaster appears to have had on Daimler. Many commentators have remarked on how Daimler’s quality and design have deteriorated in recent years. This is hardly a coincidence, since managing a huge integration that went seriously awry must have consumed vast quantities of management attention as well as, recently, lots of cash.

Meanwhile Audi has resurrected itself and BMW has consolidated its already very strong position. The interesting question will be whether Daimler can retake its former position when the albatross is no longer around its neck.

Can Dow Jones attract a White Knight? Thursday, May 3 2007 

Rupert Murdoch’s $5bn bid for Dow Jones Inc. places the Bancroft family, which owns 52% of the voting stock in an interesting position. They have a proprietorial relationship with the company, especially with the flagship newspaper, the Wall Street Journal, yet the offer must be arresting. They must know that they are sitting on a melting iceberg, and it is unlikely that a similar valuation will come along any time soon if they simply ignore it.   

Dow Jones has hired Goldman Sachs to advise it, and the Bancrofts have hired Merril Lynch. This is a tacit recognition that a transaction of some sort is on the horizon. Both have also retained high-powered law firms, recognizing that they face some serious litigation risk from the other shareholders if this falls through.   

If a white knight emerges, who will it be?  If nobody appears I suspect Murdoch wins, but my bet is that someone will. I doubt that private equity will look at this because it isn’t a deal that makes any sense on its own at this price. The premium places it firmly is the area of a strategic buyer, and there are not too many companies that can command the resources to accomplish a $5bn media deal. No print-only newspaper will be very excited about this kind of premium, and the deal only has a rationale if you couple the Journal and its online content with another similar entity. So it’s either the online news content providers, the major Internet companies or Mr. Murdoch.   

What do companies do with their cash? Tuesday, May 1 2007 

One of the responsibilities of the CFO is to decide what to do with the cash flowing in. Presumably he or she is sufficiently lucky that disposition of cash is the worry instead of staving off Chapter 11. What do companies do with their cash? It seems obvious but it is actually an interesting question and the answer goes some way towards addressing how the economy works, more particularly why certain business phenomena come in waves.

First of all the CFO pays his bills like the rest of us. The first tab that the operating divisions will leave him to pick up is interest on the company’s debt. After that he pays the tax bill on what is left – typically around 34% – 36%. What remains is net income after tax, but he also has the cash that came from the divisions in the form of depreciation, which isn’t taxable profit of the company. The next claim on the pot is debt repayment. A balance sheet will show as short-term or current debt, the proportion of the long-term debt that becomes due in the current year, so he knows what he has to pay. Having satisfied the external claims he starts to look internally. First of all, he looks at capital spending. No company can live indefinitely off depreciation, without eventually rebuilding its capital stock. This will have been budgeted in advance, often as a percentage of revenue so he has a good idea what needs to be put aside for capex. If the company is expanding capacity capex will likely be a bit more than the depreciation inflow, so he is now down to some level a little below his income after tax. If the company is growing rapidly he probably has to fund an increase in working capital, to cover larger receivables and inventory.

Now he, his CEO and the board have some tricky decisions. How much should they distribute to shareholders? Some companies with very rapid growth records have never issued a dividend, while others have a long history of distributions to shareholders. If there is a historic pattern of dividends the company would be wise to continue this, as markets get excited and upset by dividend reductions. Let’s say the CFO is directed by the board to release a modestly increased dividend, since profits are up this year.

Many companies will have issued shares to fund options and will use cash to buy back the equivalent amount to avoid dilution. The CFO might wish to pay down the company’s debt ahead of the payment schedule if the debt-to-equity ratio is a bit high. Often getting debt down from high levels supports the stock price. However, let’s assume this isn’t the case, and that there is now a few hundred million in cash left over.

Our trusty CFO has run out of good ideas for using cash, and moves seamlessly on to the remaining options, all of which are, to varying degrees, bad.

One idea is to repurchase additional stock to try to send a signal to the market that the board thinks the stock is undervalued. I discussed this recently in somewhat unenthusiastic terms. It has the downside of revealing that he hasn’t any better uses for the money. He might simply elect to keep the cash on deposit, but there will surely be moaning at the next AGM from some local college professor who sees this as a sign of “lack of imagination” or “poor investment practices” on the part of the company. He considers calling up the division heads and asking them to spend more money on capital (which they will usually do without a murmur), or even more on R&D. The problem is that he isn’t sure that there will be the same surplus next year and he doesn’t want to have to commit to patterns of spending for a long period. Many big capex projects take years to complete. R&D costs would be charged against next year’s operating income, so that isn’t so good. Better not to say anything, especially since he gave everyone a really tough time over their capital budgets this year, and he would look foolish asking them to let rip at this stage. He could always buy some other company’s stock or corporate bonds and get a better yield than a deposit rate. The problem is that anything he buys could equally well go down in value and then there will be hell to pay. He is starting to realize that a company doesn’t have too many good places to park its cash.

After a few weeks of earnest thought, our CFO comes to a decision. One Monday morning he walks into the CEO’s office and says “You know, maybe this is the right time to make an acquisition.” Suddenly, his problem is solved.

Google millionaires opting out… Monday, Apr 30 2007 

An article in today’s Guardian newspaper, Money can’t buy you loyalty, discusses problems Google is apparently having retaining employees who joined the company via acquisitions. Often these individuals make a lot of money on the transaction and subsequently find it hard to adapt to a different culture and their new subordinate status.

It is no surprise that Google is subject to this, because the problem affects every company that makes acquisitions. Entrepreneurs accustomed to calling their own tune usually find it hard to accept the role of employee. A typical complaint is that the acquirer is not giving enough priority to the acquired business. This comes across as more high-minded than “After five years as a CEO, I didn’t enjoy having a boss”. It usually occurs to the new employee that he has sufficient money in the bank to avoid having to put up with this grief. Similarly, the acquirer finds that frequent unsolicited advice on how to run his business grows tedious. A parting of the ways occurs and another prospective baseball team owner joins the workforce.

Acquisitions I Sunday, Apr 22 2007 

Everyone is doing acquisitions these days. Some companies actually say to senior executives “To achieve this portion of your bonus you must close x number of transactions by year end”. This is silly beyond words. At the very least it fuels the tendency to overpay and is bound to result in some poorly thought-out deals. In many cases the author of an acquisition doesn’t have to live with the consequences. The average corporate executive is in any position for four or five years, often less, and will most likely not to have to endure the bad consequences of any acquisition made towards the end of his or her tenure. Urging a person in this position to make an acquisition is like a parent urging marriage on his heir, “oh, and by the way, you can move on after a few years and someone else will have to make the relationship work”. Many of us have had to try to make bad deals work after the fact, usually fruitlessly, and one can think bitter thoughts about the architects of these deals, who typically basking at that time in the success of other peoples’ wisdom in their new positions.

Acquisitions II Sunday, Apr 22 2007 

Organizations who do acquisitions effectively usually have a disciplined framework. To avoid painful outcomes most have a few ground rules for approaching the market. Here are mine:

  • Develop a strategy that will drive your initial selection criteria. You are, I hope, looking for more than just revenue. If so, you have to develop some kind of framework that describes the sort of acquisitions you should be interested in. This will help give you criteria for walking from a proposition.

  • Work out your valuation model in advance and the thresholds that you consider acceptable – don’t be trying to decide valuation ground rules in the thick of a negotiation.

  • Avoid orchestrated divestitures. Investment bankers are extremely good at managing the circus of a sale. Unless the target is a company that is absolutely central to your strategy (which means that you should be prepared to pay more than anyone else), you should recognize that an orchestrated feeding frenzy will probably result in an unrealistic valuation
  • Don’t reply to every teaser. Responding to prospectuses that you aren’t really interested in, and going along to every management presentation will get you a reputation for lack of seriousness, but more importantly it wastes a hell of a lot of time.
  • Make your own deals. It follows from the previous two rules that if you want good deals you are going to have to search them out. If they come looking for you, then you should probably walk in the opposite direction.