Tag Archives: reference

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

Review – Deep Value Investing (#contrarian, #investing, @HarrimanHouse)

Deep Value Investing: Finding bargain shares with big potential (buy on Amazon.com)

by Jeroen Bos, published 2013

A “valueprax” review always serves two purposes: to inform the reader, and to remind the writer. Find more reviews by visiting the Virtual Library. Please note, I received a copy of this book for review from the publisher, Harriman House, on a complimentary basis.

Benjamin Graham’s Principles Applied

Although it provides a summary introduction to the theory of Benjamin Graham’s classic deep value (net-net and discount-to-book value) strategy, Bos’s “Deep Value Investing” is decidedly a practitioner’s guide, not a philosophical work. More accurately, it’s a collection of case studies for observation and analysis– what did and didn’t work in various key examples from Bos’s own investment portfolio.

This is the book’s strength, and weakness. It is a strength because any opportunity to peer into the portfolio of a working money manager and see not only what he’s done, but why he has done it, is often worth the price of admission. Bos gets hands on with the reader and provides the relevant information in each case study, including the start and end date and price of each trade, the relevant balance sheet information and per share calculations and a helpful chart of price movements over time to put it in perspective.

Most importantly, though, Bos provides a lot of qualitative detail that helps to flesh out the simple quantitative analysis. Many curious students of value investing will be happy to see Bos not only explains what piqued his initial interest in each security, but that he also talks about how long and why he waited to get involved in each opportunity and how he interpreted business developments in each case (positive and negative) along the way. He also provides an explanation as to why and how he exited each investment, whether it was a winner or a loser.

This is something that’s missing in most investment case study discussions and it’s a real value add with this book. Another value add is the online support materials for the book, including a record of all relevant publicly available information for each investment that Bos used in his analysis (so you can follow along and see if you can see what he saw), as well as a free eBook version of the title accessible with a special link.

As mentioned, the weakness of the book lies in the fact that it’s mostly a collection of case studies with little else to structure it. In that sense, while the material is approachable and certainly not technical or difficult by any means to comprehend, this is not a “beginner’s book” but better for a reader who has already read a more philosophical work such as Graham’s “The Intelligent Investor” or “Security Analysis”. After reading those, revisiting Bos’s “Deep Value Investing” should yield many profitable insights and appreciation for what he has managed to accomplish.

Additionally, a bit of information that is normally found in these “how I do what I do” guides, that being whether or not the author supports diversification or concentration of portfolio positions and how he sizes his positions and manages his portfolio as a whole in general, are noticeably absent. The mere addition of this insightful information might have pushed this book into the “4-star” range in terms of usefulness and candor. As it is, it’s a “3-star”, though a strong 3-star candidate. A good read, but not essential in any library and by no means a classic like “Security Analysis”, though of course it has no pretensions of being so.

If you’re “deep” into deep value strategies, or want to watch over the shoulder of a talented operator, Jeroen Bos’s “Deep Value Investing” is well worth picking up! Even veteran value guys have something to learn from Bos’s “qualitative-quantitative” combined approach and especially his criteria for exiting a successful investment as it “transforms” over time from a balance sheet to earnings play.

Other Notes

Some of my other favorite observations worth noting:

1.) Liquid assets are what we’re really interested in, for the strongest margin of safety

2.) Share prices tend to be volatile, but book values tend to be stable over time

3.) Service companies tend to offer good value opportunities because they’re light on fixed assets and heavy on current assets; they also have flexible business models that can quickly scale up or down depending on business conditions

4.) Cyclical stocks always look cheapest on an earnings basis at the top of their cycle and most expensive at the bottom of their cycle (which is ironically when they’e a best buy)

5.) To better understanding accounting statement terms, compare treatment of confusing items across different companies in the same industry

6.) When evaluating trade receivables, it’s important to understand who the company’s clients are

7.) Check lists of new 52-week lows for good value investment candidates

Review – Oglivy On Advertising (#advertising)

Oglivy On Advertising (buy on Amazon.com)

by David Oglivy, published 1985

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

How to produce advertising that sells

  • Advertising doesn’t need to be “creative”, it needs to be so interesting that a person is compelled to buy the product
  • When Aeschines spoke, they said, “How well he speaks.” But when Demosthenes spoke, they said, “Let us march against Philip.”
  • The wrong advertising can actually reduce the sales of a product
  • Study the product you are going to advertise and look for a “big idea” that can sell it (a big idea whose genesis is found in your research of the product itself)
  • Find out what kind of advertising your competitors have been doing for similar products, and with what success, to get your bearings
  • Consumer research: investigate how they think about your kind of product, what language they use when they discuss the subject, what attributes are important to them and what promises would be most likely to make them buy your brand
  • Product positioning: what the product does, and who it is for
  • Decide what image (personality) you want for your brand
  • Your advertising should consistently project the same image, year after year
  • People don’t pick products, they pick images; few customers try all products within a space and compare before picking one they like best
  • Unless your advertising contains a big idea, it will pass like a ship in the night
  • When researching: stuff your conscious mind with information and then unhook your rational thought process and see what creative ideas flow in
  • Questions to ask about a potential “big idea”: did it make me gasp when I first saw it? do I wish I had thought of it myself? is it unique? does it fit the strategy to perfection? could it be used for 30 years?
  • Make the product itself the hero of your advertising
  • Just say what’s good about your product, and do a clearer, more honest, more informative job of saying it
  • If you are lucky enough to write a good advertisement, repeat it until it stops selling
  • A good advertisement can be thought of as a radar sweep, constantly hunting new prospects as they enter the market
  • Lessons from direct response: use 2-minute commercials (not 30-seconds), there are more sales late at night (not during prime time), use long copy (not short copy)
  • Do your homework, avoid committees, learn from research, watch what the direct-response advertisers do

How to run an advertising agency

  • If each of us hires people who are smaller than us, we will become a company of dwarfs; but if each of us hires people who are taller than us, we will become a company of giants
  • Everytime I give someone a title, I make a hundred people angry and one person ungrateful
  • Even a mature agency with a pool of potential leaders does well to refresh its blood occasionally by hiring partners from outside
  • Don’t hire: your friends, partners’ children, your own children, or clients’ children (ambitious people won’t stay in organizations following nepotism)
  • It is suicide to settle for second-rate performance
  • It is a good idea to start the year by writing down exactly what you want to accomplish, and end it by measuring how much you accomplished (you can pay people bonuses based on something like this)
  • Companies cannot grow without innovation
  • Be ruthless and let all the “chefs” feel that they work in the “best kitchen in the world”
  • The more centers of leadership you create, the stronger your agency will become
  • The final test of a leader is the feeling you have after you leave his presence after a conference; have you a feeling of uplift and confidence?
  • Every company should have a written list of principles and purpose
  • Agencies are seldom for sale unless they’re in some kind of trouble
  • Retirement planning: buy the building that houses your office with your excess capital
  • Never allow two people to do a job that could be handled by one
  • Never summon people to your office, go to see them in their offices, unannounced
  • If you want to get action, communicate verbally

How to get clients/how to find an agency

  • Only first-class business, and that in a first-class kind of way
  • What you should worry about is not the price of your agency, but the selling power of its advertisements
  • Tear out the advertisements you envy, and find out which agency did them
  • Pick the agency whose campaign interests you the most
  • Don’t haggle over price and if anything, offer to pay more to ensure extra attention and service
  • Don’t keep a dog and then bark yourself

Print advertising

  • Five times as many people read the headlines as read the body copy
  • Unless your headline sells your product, you have wasted 90% of your money
  • Promise the reader a benefit
  • Headlines which contain news are sure-fire
  • Headlines that offer the reader helpful information attract above-average readership
  • Include the brand name in your headline
  • In local advertising, including the name of the city in the headline attracts better readership
  • The silliest thing of all is to run an ad without a headline
  • On illustrations: have a remarkable idea; the reader should ask, “What goes on here?” at a glance; illustrate the end-result of using your product; crowd scenes don’t pull; don’t show the human face scaled larger-than-life; babies, animals and sex catch the most attention; when you use photographs of a woman, men ignore the advertisement and vice versa
  • Remember: when people read your copy, they are alone
  • Copy should be written in a language people use everyday
  • Avoid analogies, stay away from superlatives, include a testimonial
  • An ad’s chance of success is directly proportional to the number of pertinent merchandise facts included in the copy
  • Until you have a better answer, copy others
  • Illustration at the top, headline underneath illustration, copy under headline
  • Capitals retard easy reading; don’t place periods at the end of headlines; use serifed fonts as they aid easy reading

How to make TV commercials that sell

  • The more amateurish the performance, the more credible
  • Commercials which name competing brands are less believable and more confusing
  • Provided they are relevant to your product, characters are above average in their ability to change brand-preference
  • Cartoons can sell things to children but they are below average in selling to adults
  • Use the name within the first ten seconds
  • Play games with the name
  • Open with the fire, you only have 30 seconds
  • Sound effects can make a positive difference
  • It is better to have the actors talk on camera
  • Show the viewer something she has never seen before
  • The only limit is your imagination
  • Make your commercials crystal clear
  • Because radio is a high-frequency medium, people get tired quickly of the same commercial so make several

Competing with Procter & Gamble

  • They use research to determine the most effective strategy, and they never change a successful strategy
  • They always promise the customer one important benefit
  • They believe that the first duty of advertising is to communicate effectively
  • All their commercials include a ‘moment of confirmation’
  • In 60% of commercials, they use demonstrations
  • Their commercials talk directly to the consumer, using language and situations which are familiar to her
  • They communicate the brand name, always within the first 10 seconds and an average of 3 times in addition thereafter
  • Their commercials deliver the promise verbally and reinforce it with supers
  • They show consumers what the product will do for them
  • They show the users of their products deriving some emotional benefit
  • They use slices of life, user testimonials and talking heads, all proven ad techniques
  • They do not spend their money naming competing brands
  • Continually test new executions of ongoing strategies
  • Continually test higher levels of expenditure
  • Almost all brands are advertised throughout the year

Miracles of research

  • Research lets you measure the reputation of your company
  • Research can estimate the sales of new products and the advertising expenditures necessary to earn maximum profits
  • Research can help you determine optimum positioning of your product
  • Research can define your target audience
  • Research can find out what factors are most important in the purchase decision and what vocab consumers use when talking about your kind of product
  • Research can save you time and money by ‘reading’ your competitor’s test markets
  • Research can determine the most persuasive promise; advertising which promises no benefit to the consumer does not sell, yet the majority of campaigns contain no promise; the selection of the promise is the most valuable contribution that research can make to the advertising process; try to find a process that is not only persuasive, but unique
  • Research can tell you which of several premiums work best
  • Use research to measure a commercial’s ability to change brand preferences; recall testing is a waste of time

What little I know about marketing

  • You can judge the vitality of a company by the number of new products it brings to market
  • Concentrate your time, your brains and your advertising money on your successes
  • In the long run, the manufacturer who dedicates his advertising to building the most sharply defined image for his product gets the largest market share
  • Sales are a function of product-value and advertising. Promotions can not produce more than a temporary kink in the sales curve
  • Regard advertising as part of the product, to be treated as a production cost, not a selling cost
  • The task of advertising is not primarily one of conversion but rather of reinforcement and assurance

Notes – The Art Of Profitability: Time Profit (#profitability, #business, @CreditBubbleStocks)

(A multi-part co-blog series with CreditBubbleStocks.com about the book The Art of Profitability, by Adrian Slywotzky)

Chapter 5, Time Profit

Many of guru David Zhao’s profit models come with simple illustrations which capture the essential ingredient of the profit model. The image of the Time Profit model is an X-Y axis with “$/unit” on the Y-axis and “time” on the X-axis. Plotted across this chart is one line, which runs from the top left corner toward the bottom right corner at a 45-degree angle reading “Price”, and another line below that labeled “Cost” at a more mild angle, eventually intersecting with the “Price” line near the right side of the chart and then overtaking it.

The concept is simple: Time Profit is generated by being the first to market a new product or service because over time imitators will compete and eventually drive price toward cost. Time, therefore, is of the essence.

In TAOP, Zhao and Steve discuss Time Profit models in the context of firms without special legal protections (such as patents or copyrights) on their works which serve to shield them from competition. However, whether such legal protections are permanent or limited in duration, the Time Profit model principle is the same– only by being first to market would you even be afforded such legal protections in the first place, so there is an incentive to be first else you finish last.

Zhao and Steve discuss the Time Profit model within the context of an investment bank constantly innovating with new financial products. But this model could also easily apply to pharmaceutical and software development companies (which enjoy legal protections on their products), as well as a tech product manufacturer, such as a smartphone manufacturer, whose core product features are likely not subject to legal protections. Here, the Time Profit model is essential as the first firm to get a product to market with a valuable innovation that creates a consumer craze can capture a premium for their products while competing firms figure out how to duplicate this technology and make it standard in their follow-up product offerings. These “second place” firms are doomed to earn commodity returns on their products, only the first-mover gets to enjoy a profit premium.

Like the Customer Solution Profit model, the Time Profit model is more than just a specific business model, it is something of an essential feature to the competitive conditions of any firm in any industry facing innovative development which, practically speaking, is all firms in all industries. Whether a new product, a new service or a new internal or customer-facing process, all businesses seek to adopt one another’s best practices to save costs and increase profitability. The first firm to innovate something that is eventually imitable by others gets a profit advantage during the period of time between innovation and imitation by others. Time Profit models can be thought of as temporary competitive advantages due to periodic innovation.

As David Zhao teaches, a key component of the Time Profit model that is often overlooked is the role diligence in the innovative process plays:

Tedium is the single greatest challenge for a business that’s built on innovation

The first act of innovation is thinking, the arriving at of a brilliant new idea. The second act, and far more important, is the doing, the translation of an innovative idea into an innovative product, service or process. This part requires the same rigmarole of standard business practice: making phone calls, sending emails, training people, holding meetings, crunching numbers, keeping people on task and pulling in the same direction, etc.

Innovating, idea-making, is sexy and fun. But turning innovative ideas into real profit is often boring, common and time-consuming. The people and firms that are able to apply energy and determination to this part of the process are the ones who can most consistently capture the Time Profit. As innovator Paul Cook says, “What separates the winners and losers in innovation is who can master the drudgery.”

Ancillary Notes

Chapter 5 had a few other points worth mentioning, some of which were connected to carryover discussions from earlier chapters.

The first point concerns the power of critical numerical thinking. When working through a number problem, Zhao advises,

Getting the order of magnitude right is what matters, not the details

This is similar to Buffett and Munger’s “approximately right versus precisely wrong” dictum. Zhao also talks about using the numbers to ask and answer critical questions; the numbers of business (assumptions, projections, actual results, etc.) can tell us a story, but we have to be curious about the numbers. It’s not enough to wonder, “Why are the numbers what they are?” we have to be able to put forth some effort to attempt to answer such questions ourselves. As Zhao says,

Being able to take the measure of the world is one of the most crucial skills we can develop

The second point, which is arrived at in a discussion of business innovation, is the “paradox” Zhao observes in the semiconductor industry, which is that the firms involved “copy each other’s chips, but not each other’s business models.” It is the business model which is responsible for mastering the Time Profit concept and other models discussed in TAOP– why don’t more managements focus on copying successful business models rather than imitating successful products and services?

It brings to mind a question for potential investors, too. Which businesses could see their value dramatically improved by focusing the company’s efforts on copying the leading business model in the industry rather than engaging in the rat race of perpetual product innovation/imitation?

The final point has to do with the nature of learning. Steve the student asks Zhao for a copy of his notes from a previous meeting. Steve wants to see how Zhao solved a problem they both worked on. Zhao suggests,

you’ve got to learn how to solve these problems in your own way

the idea being that true knowledge means being able to solve a problem in your own way, not by imitating somebody else. This is why some firms are innovators while the rest are imitators. Innovators are capable of solving problems their own way; imitators just copy the innovator’s solution. But it’s a lesson that’s important to the budding business analyst, as well. How will you solve problems when there is no guru there to teach you? You have to find your own path and do your own thinking.

Until you can do that, though, as Steve says, copying a few “Picassos” to practice a known master technique can be helpful.

Notes – Walter Schloss 1989 Interview With OID (#valueinvesting)

A couple weeks ago I found the 1989 Outstanding Investor’s Digest interview with Walter and Edwin Schloss on Scribd and took a few notes as I read, which I reproduce below for later reference:

  • In The Merchant Bankers, the story is told of the Warburg family giving up their fortune to flee Nazi Germany, providing two lessons: be contrarian; and a family should lose its wealth every 3rd generation to ensure descendants don’t become lazy and entitled
  • When father and son can get along in a business venture, they can benefit from “compound interest” of accumulated knowledge and technique within the family
  • During the “first ten years you get acquainted with what you’re doing” so don’t expect to smash it out of the park the moment you set out in a new concentration
  • Companies will avoid LBO takeovers by levering up and acquiring other businesses (such as competitors) themselves
  • “Lot’s of times when you buy a cheap stock for one reason, that reason doesn’t pan out, but another one does because it’s a cheap stock.”
  • “Sometimes you have to sue just to keep your self-respect.”
  • “It’s easier to know when something’s cheap than when it’s overvalued.”
  • “Concentrate on what you know and forget about everything else.”
  • According to Buffett, “If you’re not disciplined in the little things, you can’t be disciplined in the big things.”
  • “Partners, it seems to me, should have somewhat the same point of view” Schloss says about the value of corporate culture
  • Focus on working capital stocks, then 50% of BV stocks, then 66% of BV stocks and then 1x BV stocks w/ franchises or special situations
  • Look out for managers in it for themselves, even when the stock is cheap