Tag Archives: entrepreneurialism

Notes – Stanford Graduate School of Business Search Fund Primer (#searchfund, #business, #investing)

Notes on “A Primer On Search Funds” produced by the Stanford Graduate School of Business

“The Search Fund”

  • Greater than 20% of search funds have not acquired a company
  • Stages of the Search Fund model:
  • Raise initial capital (2-6mos)
  • Search for acquisition (1-30mos)
  • Raise acquisition capital and close transaction (6mos)
  • Operation and value creation (4-7+ years)
  • Exit (6mos)
  • SFs target industries not subject to rapid tech change, easy to understand, fragmented geographic or product markets, growing
  • Highest quality deals are found outside broker network/open market due to lack of auction dynamics
  • Research shows that partnerships are more likely to complete an acquisition and have a successful outcome than solo searchers (71% yielded positive return, 15 of top 20 performing funds were partnerships)
  • Principals budget a salary of $80,000-120,000 per year w/ median amount raised per principal $300,000~
  • Majority of the economic benefit of SF comes through principal’s earned equity; entrepreneur/partners receive 15-30% equity stake in acquired company in three tranches
  • Investors typically receive preference over the SFer, ensuring investment is repaid, with return attached, before SFer receives equity value
  • Individual IRR from 2003-2011 median was not meaningful, heavily skewed toward 75th percentile where median was 26% in 2011; 57% of individual IRRs were not meaningful in 2011; the median fund destroyed capital in 2009 (0.5x) and 2011 (0.8x); 58% in 2011 broke even or lost money
  • Half of the funds that represent a total or partial loss were funds that did not acquire a company; biggest risk is in not acquiring a company at all
  • Median acquisition multiples: 1.1x revenues; 5.1x EBITDA
  • Median deal size, $8.5M

“Raising a Fund”

  • Search fund capital should come from investors with the ability and willingness to participate in the acquisition round of capital raising

“Search Fund Economics”

  • Search fund investors often participate at a stepped up rate of 150% of original investment in acquired company securities

“Setting Criteria and Evaluating Industries”

  • Desirable characteristics for a target industry: fragmented, growing, sizable in terms of revenues and number of companies, straightforward operations, early in industry lifecycle, high number of companies in target size range
  • Desirable characteristics for a target company: healthy and sustainable profit margins (>15% EBIT), competitive advantage, recurring revenue model, history of cash flow generation, motivated seller for non-business reasons, fits financial criteria ($10-30M in revs, >$1.5M EBITDA), multiple avenues for growth, solid middle management, available financing, reasonable valuation, realistic liquidity options in 3-6 years
  • Key challenge is “know when to take the train” lest a SF never leaves the station waiting for the perfect opportunity
  • Ideally, seller is ready to transition out of the business for retirement or personal circumstances or has something else they’d like to do professionally
  • Experience shows it is better to pay full price for a good company than a “bargain” for a bad one
  • Idea generation: SIC and NAICS codes, Yahoo! Finance, Thomson Financial industry listings, Inc. 5000 companies, public stock OTC and NASDAQ lists and even the Yellow Pages; generate a list of 75 potential industries to start
  • Target industries buoyed by a mega-trend
  • Can also target an industry in which the SFer has worked and possesses an established knowledge base and network
  • Some focus on 2-3 “super priority” industry criteria (eg, recurring revenues, ability to scale, min # of potential targets, etc.)
  • Objective is to pare down the industry target list to 5-10 most promising
  • Basic industry analysis (Porter’s five forces, etc.) is then used to narrow from 10 to 3; SFers use public equity research and annual reports for market size, growth, margin benchmarks; also Capital IQ, Hoover’s, Dun & Bradstreet and One Source
  • Industry insiders (business owners, trade association members, sales or business development professionals) and industry trade associations or affiliated ibanks and advisory firms are primary methods of research and often have general industry research or white papers available
  • Next step is to create a thesis to codify accumulated knowledge and compare opportunities across common metric set in order to make go/no-go decision
  • In order to become an industry insider, SFers typically attend tradeshows, meet with business owners, interview customers and suppliers and develop “River Guides”

“The Search”

  • Median # of months spent searching, 19
  • 54% spend less than 20 months searching, 25% spend 21-30 months, 21% spend 30+ months
  • Track acquisition targets with CRM software such as Salesforce, Zoho, Sugar CRM
  • Bring up financial criteria and valuation ranges as early as possible when speaking to potential acquisition targets to save everyone time
  • A company that is too large or too small as an acquisition target may still be worth talking to for information
  • You must immediately sound useful, credible or relevant to the owner; deep industry analysis should already have been performed at this stage
  • Tradeshows can be a critical source of dealflow
  • If a particular owner is not willing to sell, ask if he knows others who are
  • “River Guides” are typically compensated with a deal success fee, usually .5-1% of total deal size
  • Boutique investment banks, accounting firms and legal practices specializing in the industry in question are also a good source of deals
  • The business broker community itself is extremely large and fragmented; could be a good rollup target?
  • Often, brokered deals are only shown if a private equity investor with committed capital has already passed on the deal, presenting an adverse selection problem
  • Involve your financing sources (such as lenders and investors) early in the deal process to ensure their commitment and familiarity

“Evaluating Target Businesses”

  • Principles of time management: clarify goals of each stage of evaluation and structure work to meet those goals; recognize that perfect information is an unrealistic goal; keep a list of prioritized items impacting the go/no-go decision
  • Stages: first pass, valuation/LOI, comprehensive due diligence
  • It is in the best interest of the SFer to tackle core business issues personally during due diligence as it is the best way to learn the details of the business being taken over
  • Adding back the expenses of a failed product launch rewards the seller for a bad business decision; adding back growth expenses gives the seller the double benefit of capturing the growth without reflecting its true cost
  • Due diligence may also uncover deductions to EBITDA or unrealized expenses that reduce the “normalized” level of earnings (undermarket rents, inadequate insurance coverage, costs to upgrade existing systems, etc.)

“Transitioning Ownership and Management”

  • Create a detailed “Transition Services Agreement” with the seller, a legal contract where specific roles, responsibilities, defined time commitments and compensation are agreed prior to the transaction close
  • The first 100 days should be dedicated to learning the business
  • Businesses consist of people, and people need communication; great leaders are always great communicators
  • “Don’t listen to complaints about your predecessor, this can lead to a swamp and you don’t want to be mired there.”
  • The goal is to learn, not to make immediate changes
  • Outwork everyone; be the first person in and the last to leave
  • Many SFers insert themselves into the cash management process during the transition period by reviewing daily sales, invoices and receipts and signing every check/payment made by the company
  • The company’s board should be a mix of deep operational experience, specific industry or business model experience and financial expertise
  • The seeds of destruction for new senior leaders are often sown in the first 100 days

Entrepreneurial Opportunity Cost (#socialism, #bureaucracy, #freemarket)

I am wondering out loud here: when people attempt to do some kind of modeling of the various opportunity costs of having government provide X, versus having “the market” provide X, do they factor in the opportunity cost of lost entrepreneurial progress inherent in bureaucratic provisioning?

For example, if someone was arguing that the government should control automobile production, is there any calculus attempted that examines the present value of foregone future improvements in automobile production and design that will inherently be included in bureaucratic provisioning?

A further example– the roads and highways we drive on, which have been provisioned by government for decades, haven’t changed all that much. But cars have made huge technological leaps in terms of how they’re designed and built. Cars have entrepreneurs behind them, roads and highways have bureaucrats behind them.

I’m not sure I am articulating my inquiry as coherently as I might like to but there it is nonetheless!

Reminder On The Death Of “Fugitive” Marc Rich (#MarcRich, #capitalist)

Marc Rich died today in Switzerland at age 78 (Bloomberg.com).

Marc Rich, even in death, is remembered for being a “fugitive.” While his exile to Switzerland may have been self-imposed and motivated by avoiding legal entrapment in the United States, he is better remembered for being an outstanding trader of commodities, with a creative knack for getting around arbitrary political boundaries and conflicts to connect buyers and sellers of desired goods.

This aspect of Marc Rich’s life, along with his legal prosecution and other items of interest, were discussed at length in my review of The King of Oil, the official biography of Marc Rich published in 2010, three years before his death.

This Just Blew My Mind: The Moneyball Secret & Warren Buffett (#valueinvesting, #baseball, #success)

I read Michael Lewis’s Moneyball a few months ago after having seen the film. I would’ve preferred to do it in the other order (if I had ended up seeing the film at all) but I hadn’t gotten to the book yet on my reading list and an opportunity to see the movie presented itself that I decided not to turn down.

As I understood the story, the basic premise was the principles of Grahamite value investing in baseball– buy cheap things rather quality things and wait for reversion to the mean to kick in. These cheap things may not be worth much, but you can buy them at such a discount it doesn’t matter as they’d have to be truly worthless for you to have made a mistake in the aggregate.

Specifically, Billy Bean, the GM of the Oakland Athletics at the time, was recruiting players with no star power and no salary-negotiation power that could fill his roster with an above-average on base percentage. In contrast, all the big teams with the big budgets were buying the massive stars who were known for their RBIs and home run percentages. Billy Bean’s motto was “don’t make mistakes”, like a value investor who looks for a margin of safety. The other big teams with their massive budgets were operating with the motto “Aim for the stands, hit it out of the park”, like the huge mutual funds with their marketing machines and their reliance on investor expectations to add super fuel to the market.

That’s the story I thought I read, anyway, and it made a lot of sense. Inspiring stuff for a little value investor guy like me.

Today, I sat in a marketing presentation from a vendor who used Moneyball as a metaphor and he threw this image up on the projector during his slide show:

oakland_asThis is a picture of the Oakland A’s stadium. It is a shared stadium meaning it is not dedicated to the A’s but also serves as the Oakland Raiders football team home field. As a result, the baseball diamond has a lot of extra foul zone on the first and home base lines, which you might be able to see if you get real close to your monitor and squint.

I had never seen the A’s stadium before. I had no idea it had extra large foul zones. I didn’t realize that in a 160-odd game series the As would play around half, or nearly 80 games, at a stadium that had extra large foul zones.

I had no idea that a lot of players who had high on-base percentages got there because they hit balls that would normally end up in the stands at most other stadiums, but at the A’s home field it’d end up in the extra large foul zone. I had no idea that this meant those kinds of players would be extra valuable only on the Oakland A’s baseball team. I didn’t realize, as the demonstrator told us, Billy Bean was building a “pitching team”, not just a cheap on-base team (whatever that means).

This blew my mind. Maybe I just missed this in the book, and the movie. I am not a sports fan so maybe Lewis mentioned it and it wasn’t a detail that stuck out to me (which is actually another important lesson from all of this, but I digress…). Or maybe he didn’t. Maybe Lewis, the consummate story-teller, focused on the point he wanted to make from the story even though the reality, while related, was really determined by something else– the extra large foul zone at the Oakland A’s home stadium.

It reminded me of one of those situations with Warren Buffett. The first time you read Buffett’s biography and learn about his investments, you get the hokey “Just buy good businesses at fair prices!” schtick and you think, “Hey, that sounds simple, makes sense, that’s all there is to it!” Then you learn a few years later that what he was ACTUALLY doing was gaming the tax system, or creating synthetic leverage for himself, or whatever. You find the REAL angle, and it’s a bit more sophisticated and a bit harder for the average Joe to replicate by following the “invert, always invert” mantra of Charlie Munger.

What I took away from this is that people tell the stories they want to tell and you should never, ever take something at face value that involves a story of a person becoming wildly successful, wealthy, etc., just by figuring out some seemingly obvious, simple trick like buying cheap baseball stats.

There’s always an angle, like, he was buying cheap baseball stats that worked especially well in his home stadium.

That’s still genius, no doubt, but there’s less there that anyone operating outside that specific context can learn from it.

 

Review – How To Get Rich (@FelixDennis, #wealth, #entrepreneurialism)

How To Get Rich: The Distilled Wisdom of One of Britain’s Wealthiest Self-Made Entrepreneurs (buy on Amazon.com)

by Felix Dennis, published 2009

A “valueprax” review always serves two purposes: to inform the reader, and to remind the writer. Find more reviews by visiting the Virtual Library.

This will likely be one of the shortest reviews on record here. One reason is because I don’t want to spoil too much of this book for anyone else who might be interested in it; I do think it has to be fully read by oneself for it’s message to be understood.

Another reason is that I am not rich myself, so I don’t know how valuable my critical impressions of Dennis’s logic and experience will be and I don’t have any real opportunity to run a controlled experiment and find out. I’m going to take his thesis into mind and live my life as I see fit and maybe I’ll end up rich, or at least quite wealthy.

When Dennis says “rich” he means “filthy” rich. As in, it’d take several generations of slouches to piss through it all. This is the kind of rich he’s talking about. He’s not talking about retiring with a pension. And this book is psychological in that Dennis spends a lot of time detailing the mindset and motivations of people who are rich, not just particular strategies or actions to achieve this level of wealth (though he discusses that, too).

Besides the survey of rich life and rich worldviews, the book provides numerous general lessons on business, business management and entrepreneurial practices which are all valuable in their own right even if one doesn’t want to be rich, but doesn’t feel like being poor, either.

This book’s strongest point is honesty. And now, Felix Dennis’s “Eight Secrets to Getting Rich”:

  1. Analyze your need. Desire is insufficient. Compulsion is mandatory.
  2. Cut loose from negative influences. Never give in. Stay the course.
  3. Ignore ‘great ideas’. Concentrate on great execution.
  4. Focus. Keep your eye on the ball marked ‘The Money Is Here’/
  5. Hire talent smarter than you. Delegate. Share the annual pie.
  6. Ownership is the real ‘secret’. Hold on to every percentage point you can.
  7. Sell before you need to, or when bored. Empty your mind when negotiating.
  8. Fear nothing and no one. Get rich. Remember to give it all away.