Stop obsessing about the next black swan and innovate

This post was written with Sónia Pereira Coutinho and published in the M&A Portal.  

Financial models have been hailed as the ultimate investor and management tools for decades but may have lost some of their shine following the unpredicted crisis and the onset of an “innovate or die trying” paradigm.

 Financial modelling is done by companies, investors and financial intermediaries in the context of investment projects. Financial forecasts are used by management teams to ensure that a project’s returns are adequate and that all the critical aspects have been covered.  Financial intermediaries use financial models to decide whether, for instance, a loan should be extended to finance a project or an acquisition.

 The popularity of financial models has grown in line with the increase and easier access to data. Modelling the complex reality of an investment project (or an acquisition) makes it easy for everyone involved to understand the critical drivers. In doing this, the analysts behind the models use a minimum number of assumptions that are supposed to capture the key elements of the project or the company being analysed. This is an appealing concept which often leads to dangerous simplifications.

 In the case of innovative projects, there are various drawbacks to building financial models and forecasts to support an investment decision. Innovation (and in particular disruptive innovation) is tough to measure. Either the market does not exist or the company’s cost structure is changed in a profound way. Models usually lack the flexibility to reflect the changes that take place when a company innovates. Many innovative projects are abandoned due to the inability to show their benefits in a financial model.

 Financial models can also give a false sense of stability to a company’s management team. Even in the absence of innovation, the current economic and even political conditions make it difficult to use financial models as a tool to predict future developments. What happened in Europe since 2007 was unprecedented and strategies that assume that market conditions will be stable in coming years may be a recipe for disaster. Reality will be more volatile and the conclusions that result from a financial model always depend on the validity of assumptions (often time series). If these are wrong or change over the projection period, conclusions will no longer hold.

 In reality, few companies manage to build perfect forecasts or make steady profits over a number of years. Even established companies experience unexpected changes in their markets. Strategy must take into account these fluctuations, which can result from demography, technology, competition or any other market factor. Addressing innovation – whether on an incremental or disruptive level, looking for it in-house or on the market – is increasingly a matter of survival.

 This has obvious implications for M&A situations. Acquisitions can happen for a number of reasons. Usually the acquirer is looking to increase size, obtain synergies and economies of scale. In other cases, the target company is an innovative firm acquired by a larger rival. The chart below shows that acquisitions of small and mid-sized European companies in the Telecom, Media and Technology sectors (by larger acquirers) have been steady since 2009, which confirms that we are dealing with a long-term trend which has proven resilient to the crisis. Larger businesses are interested in smaller, innovative companies which provide the top line growth which they often lack.

 

Source: Bureau van Dijk Zephyr, March 2012.
(1) Data for all targets located in Western Europe in the technology, media and telecommunications sectors with revenues < EUR100 M acquired by companies with revenues > EUR500 M, between 1 January 2009 and 31 December 2011

 Acquiring smaller innovative companies offers various advantages from the perspective of larger, more established companies: breaking into a new market, gaining access to new technology. In these cases, the financial model that supports the decision to acquire should include not only the returns from the transaction but also the positive impact of the target’s integration. These aspects are difficult to measure and a number of acquisitions do not reach a conclusion as a result of the acquirer’s inability to quantify these positive outcomes.

 Management teams, banks and investors may have relied too much on soothing financial models and management metrics and taking unintended risk as a result. No-one questions the importance of using good numbers to take business decisions, but it can be argued that complicated quantitative models did not prevent European banks from taking substantial and unwanted risks in the years that preceded the financial crisis.

 What the crisis has shown is that European companies need to innovate to thrive. Investors and banks can benefit from supporting innovative companies (as their US counterparts already do) and while financial models provide a good basis for discussion, overall their credibility is questionable. We can only hope that innovative companies will find a way to finance themselves without being too constrained by spreadsheets.

[Updated May 2012 by Hugo Mendes Domingos]

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An obvious disruptive innovation case: razor blades [hack]

If I am not mistaken, Gillette razor blades just increased in price again. A pack of 6 blades now costs around 14 euros. Aside from the obvious implication (switched to supermarket brands long ago) I now believe that Gillette razor blades are now one of the most obvious case of disruptive innovation waiting to happen.

Anyone looking at a pack of Gillette razor blades reaches a quick conclusion: 6 blades are not that price. There is the patent and the R&D that went into the design. Mach 3 blades are better than the competition – but that does not mean that I am willing to pay the price.

Gillette was acquired by Procter & Gamble for $57 billion about 7 years ago. Their marketing budgets must be substantial and feature football and tennis stars. Meanwhile, DollarShaveClub.com in the US will post blades to your door for as low as $1 per month. How can they achieve such low prices? Blades are manufactured in Asia and sold online.

Supermarkets (at least here in Portugal) have launched their own brands, including LIDL, the German discount chain. I use the LIDL system (as well as other “white brand” alternatives) and my conclusion is that, while not offering the same quality, the result is acceptable (at least to my standards!)

Here is my forecast: supermarkets will continue to push lower-priced blades as they have in the past and will gradually improve their systems to match Gillette’s quality. While the marketing budgets will allow P&G to defend Gillette’s market share for some time, the position will become unsustainable. Razor blades are another product where the combination of economic crisis and disruptive innovation will dislodge the incumbent. I am curious to find out how long P&G can hold their ground.

More generally, every management team should consider whether their product is, in fact, the next Gillette.

[Updated Apr '12 by Hugo Mendes Domingos]

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Venture Capital investment during downturns [hack]

I this post, I analyse some of the reasons why both Corporate Venture Capital and private Venture Capital investment continues to make sense during a downturn.

I was in San Diego back in 2009 to visit a start-up IT company called HealthFusion. The CEO told me about a new tablet that was being developed by Apple and how it would change the technology and healthcare world. His aim was to develop healthcare software for the iPad, his major priority at the time. Are you sure, I asked… Tablets have been around for years. He was sure, and he was right. Most importantly, he was right before everybody else. This was a company backed by Corporate Venture Capital and a privately-run VC fund.

What is behind California’s entrepreneurial spirit? What leads a large number of people on the West Coast to invest their time and energy in start-up companies? Some argue that Hollywood’s influence, that of a highly competitive, creative and innovative industry, has created a positive spill-over effect in California. Others point to Californian universities, that create a large pool of talent. Whatever the causes, the combination of venture capital funds and technology firms in California have created a number of clusters which produce recurring growth and profitability. Which takes us to the subject Corporate Venture Capital and privately run VC funds.

What can we learn from the venture capital funds behind successful technology companies? What makes these funds so resilient?

Why do those venture capital guys keep getting it right?!?

For years, venture capital funds have studied and sponsored disruptive innovation, with good results: after emerging in the middle of the twentieth century, venture capital investing has grown to the stage where venture-backed companies correspond to over 20% of US GDP today.

Larger firms have tried to emulate this success by organising their own Corporate Venture Capital funds. While this appears to make good sense, if we recall the mad times before the dot.com bubble burst in 2000, Corporate VC investments start to lose their appeal. In the late ’90s, Corporate Venture Capital was all the rage. Yet nearly one-third of the companies investing corporate funds in start-ups in September 2000 has stopped making such investments 12 months later. It is unclear, at least to me, whether a similar decline in Corporate Venture Capital activity has happened after the 2008 crisis. There is however evidence that Corporate Venture Capital continues to play a major role in the healthcare industry, at least in the US. The chart below (which was taken from a Forbes article) illustrates the substantial funds that can be deployed at present, by the main corporates investing in healthcare start-ups – north of US$2.5 billion:

Corporate Venture Capital continues to play a major role in healthcare

In any case, it also appears that venture capital investment run by private funds continues to make sense during downturns and may actually be a less volatile and ultimately safer form of investment. Why are privately run venture capital funds better positioned to handle change and adversity than most organisations?

Private venture capital funds are typically small places. This gives them an advantage over larger corporations: the ability to take risks and move quickly. While consensus and alignment can be difficult to reach in large firms, privately run venture capital firms benefit from being flat and nimble, with the ability to deploy capital fast. Even the largest VCs only have a few dozen investment professionals. What determines the VC’s profitability is the ability of these people to spot disruptive investment opportunities.By contrast, Corporate Venture Capital organisations still need to run their investment decisions past internal and sometimes external stakeholders. This could result in a comparative disadvantage in situations when a target company is growing fast and needs capital to carry out a decisive strategic move.

Investment professionals working in a private venture capital fund are usually involved in the management of portfolio companies. The fund’s strategy is tied to the strategy and success of its portfolio companies. This also means that investment professionals usually have the sufficient authority to make decisions, which may not always be the case in larger organisations.

For larger firms, investing in new technology and developing internal competencies makes sense even during a downturn. Yet, due to the internal dynamics of larger organisations, new investments are often seen as too risky in tough times. This is a dangerous path, as any company that closes the door to innovation may find out too late that it lacks the competencies to achieve profitable growth further down the road. The more optimistic companies that continue to invest in Corporate Venture Capital even in difficult times may be better positioned for future growth than their more risk averse competitors.

[Updated Apr 2012 by Hugo Mendes Domingos]

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Tinker Tailor Soldier Spy

Saw the film about a month ago and really liked it.

Tinker Tailor Soldier Spy

 

Innovation and Portuguese film production [barrier]

The Portuguese film industry is an example of the difference between creativity and innovation. Portuguese films fail to attract audiences even in their home market, let alone internationally. With dwindling public funds to finance productions and fierce competition, prospects are not bright to say the least.

A total of 23 films were produced in Portugal in 2011. Ten of those had fewer than 500 viewers. The others typically achieved less than 10,000 and only a couple managed to attract audiences around 20,000. This is a dismal track record by any standard. Why were these pictures unsuccessful?

There are four stages in the innovation process: ideas, insights, invention and innovation. Everyone has ideas. If you share your idea, it may become an insight. If your insight is turned into a product (or service) it becomes an invention. Finally, if that invention is successful in the market, this makes up innovation.

"Innovation means selling tickets"

Films (or documentaries) are often based on new ideas and insights and original scripts – a product of creativity. In my opinion, the right measure for judging whether a film is innovative (not just creative) is public acceptance. If a film is creative and manages to attract large audiences, this is an innovation. Having good reviews is not enough.

Note that the reverse is not necessarily true: public acceptance does not always stem from innovation. Most Hollywood blockbusters are not innovative at all. Instead, they are based on small, incremental variations on a well-known genre. Looking at 2011 global box office results, the top 7 films are sequels.

Back to Portuguese film production, I am willing to accept that at least part of the 23 films produced in 2011 involved some creativity, new insights or original scripts. What prevented these films from reaching larger audiences? I confess that have not seen any of them, but I am willing to take a guess.

The first potential barrier is that Portuguese cinema production is State-financed, to a large extent. Both State and local authorities spend a considerable amount of cash to finance films and promote them. Financing films using public funds has various drawbacks. Among others, a committee has to decide which films are worthy of support. Decision by committee is a known innovation killer.

Another barrier is viewer education. The Portuguese population has a relatively low-level of education compared to most European countries and to draw audiences, films have to be simple – perhaps too simple. Lack of education acts as a constraint on innovation.

Foreign markets could give additional audiences but in fact, Portuguese-spoken films do not seem to be easily exportable. Brazilian audiences have to make an effort to understand the language as it is spoken in Portugal.

Hollywood studios are the dominant force in the industry, shaping audience preferences. Hollywood has developed an ability around simple films, based on familiar genres.

The difficult economic conditions and large State deficit will create more difficulties. The Government’s budget for 2012 specifically identifies cinema as one of the areas where the State will review its policy. This will almost certainly involve spending cuts.

Is there any way to overcome these barriers?

The obvious choice would be to produce films for mass consumption. However, cinema production and direction is a complex eco-system. It is questionable whether directors working in Portugal are interested in reaching large audiences. In fact, the most successful film of 2011 (in terms of audiences) was João Canijo‘s “Sangue do meu sangue“, describing the harsh realities of a family living in a slum in the outskirts of Lisbon. Tough subjects seem to be the norm.

With limited audience acceptance, reduced State budgets and strong competition, the future does not look too good for Portuguese cinema production. Yet it is essential that the industry continues to exist as it encourages pluralism, creativity and diversity.

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Qui bono?

An important chart on the so-called fiscal irresponsibility of countries in Southern Europe. From Paul Krugman’s blog. 

Why are acquisition multiples a taboo subject in Portugal? (2)

In a previous post on the subject of transaction multiples, it was argued that lack of information and analysis in the Portuguese press acts as a barrier to innovation. If the media does not report adequately on the value of businesses and no one really understands what a company is worth, is there any incentive to develop a new product, break into a new market or even start your own business?

The latest instalment in this series is the EDP privatisation. We are now used to silly headlines however “Christmas sale: the German, Brazilian and Chinese all want EDP as a present” is hard to beat (source: Jornal I).

Here is a basic question on the privatisation: Are taxpayers getting a fair deal?

There are various ways to determine the value of a company. The media are obsessed about market values however, other methods such as discounted cash flow valuation are more reliable.

A simple way to answer the question without going into the detail of cash flow estimation is to use relative valuation. If you calculate EDP’s value in relative terms and compare it to similar quoted companies, you will gain a better understanding about the offers on the table.

The Enterprise Value (EV) is the sum of a company’s market value and its net debt. EV is a measure of value which can be compared to EBITDA (an approximation of the annual cash flow) and this provides a valuation multiple. So the question is: what is EDP’s EV/EBITDA multiple?

Bloomberg estimates that EDP’s Enterprise Value at current market prices is EUR 28.8 billion and its EV/EBITDA is equal to 7.9x. That should be a good enough approximation.

In the case of the privatisation, acquirers are not offering market prices for the stake being sold. Instead, a premium is being offered, relative to current market prices. The resulting EV/EBITDA taking into account reported offer values is around 8.3x.

How does that compare to EDP’s competitors? These trade at around 6.5x – 7.0x EV/EBITDA so from this perspective, it looks like Portuguese taxpayers are in fact getting a reasonable deal. As a taxpayer, I feel that I am entitled to know whether the company is being sold at a fair price, which appears to be the case.

All the other aspects of the transaction, such as the corporate governance and in particular whether the current CEO will keep his job are analysed with a great amount of detail in the press, but would it not make sense to answer basic questions first?

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Innovation in Portugal – 1957

From the proceeds of the II Congress of the Industry and Economists, which took place in 1957, we learn that “it is crucial that initiatives which are useful to the country’s industrial development, are not constrained in any way, as this would refrain the dynamics of creative enthusiasm” (the translation is my own).

Lesson learned?

Hard work

Shellfish fisherman in the Algarve.

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Morals and the takeover code do not always mix

This post originally appeared on Bureau van Dijk’s M&A Portal.

CMVM, the Portuguese equity market regulator, has recently opened a  public consultation period (which is now over) for proposed changes to the takeover code. At present, the code allows the use of so-called defensive measures during takeovers. In practice, if an acquirer launches a takeover offer for a company quoted on Euronext Lisbon without the prior approval or the company’s core shareholders, chances are that the offer will not be successful. Most quoted companies are controlled either by families or core shareholders, whose rights are protected by shareholder agreements and other locking mechanisms.

The proposal, in short, consists in removing voting rights limitations and defence mechanisms.

It is safe to say that, in larger European exchanges and in the US, shareholders’ rights are respected. Take the UK as an example: if a foreign or UK investor, be it a corporate or an investment fund, decides to launch a credible takeover offer for a company listed on the London Stock Exchange, offers a suitable premium and convinces more than 75% of shareholders to accept the offer, it will achieve control over the target. It is as simple (and powerful) as that.

In Portugal, if an investor launches a public takeover without gaining prior approval from core shareholders, the target’s Board will likely block the offer before it even gets to a stage where other shareholders can vote on it. 

 
Also consider the following facts:
  • So far, no one has found a way to convince core shareholders to let go of their control rights over quoted companies.
  • It is widely accepted that most Portuguese quoted companies would be taken over by larger, foreign competitors, if such shareholders did not exist.
  • Most Portuguese consider that, if foreign competitors acquired the leading Portuguese quoted companies, this would be a disgrace. International investors (investment funds, pension funds) already own the majority of shares of those companies, which makes it hard to understand this belief. Yet most politicians appear to share this view.
  • A large number of investors buy equities purely for financial purposes. These investors will usually hold on to a stock for less than a year. Large volumes of equities are also traded as part of derivatives trades.
  • The State and the State-owned bank, Caixa Geral de Depósitos, are under increased pressure to sell non-core assets in order to reduce the public deficit.
  • A number of companies quoted on Euronext Lisbon are former State-owned companies that were privatised during the 90s.
I went through the regulator’s consultation document and what caught my attention was the emphasis on principles and moral values. At a certain stage, the regulator attempts to justify the reason why changes to the code are necessary. Reference is made to principles including “shareholder sovereign rights” and “the proportional rule” according to which “capital and voting rights should be proportional”, as if those principles were part of some sort of universal declaration.
 
Why is it so hard to recognise the following?
  • The State, directly or indirectly, contributed to create a system in which most quoted companies are controlled by Portuguese core shareholders.
  • Some (but not all) of these shareholders depend on the State or State-owned banks for financing. In other cases, the acquisition of the shares was partly debt financed and shareholders will need to reduce their leverage in the short term.
The Status Quo is no longer sustainable and the takeover code simply needs to be amended in order to reflect the new reality. Why call on principles, moral values or use emotionally charged words to justify these changes? As with most policy decisions which result from the financial crisis, this one is pragmatic and owes little to principles. 
 
Still, the proposed changes are a step in the right direction. The regulator had to refer to some principles in order to justify this initiative, which is fine by me.
 
I can understand the reasons why a number of people would oppose these changes – as well as why others will back the reform. One side will defend that the budget needs to be balanced and that the country needs to attract foreign investors. Others will defend the need to preserve the independence of quoted companies and fend off attacks from larger international competitors. The positions of the protagonists will depend on their political allegiances and professional interests.

My view is that the benefits of change are far greater than the disadvantages. Advantages would include improved efficiency: while quoted companies will be more vulnerable to being taken over by larger competitors, this could result in improved management practices as management teams develop competitive advantages in order to retain their independence. Another benefit could be improved access to equity markets, which is crucial at this stage when companies need to deleverage.

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