Reduce Risk Without Adding Time
In today’s competitive M+A market, the push to close deals quickly is stronger than ever. Fewer proprietary deals are on the table and more firms are bidding on each opportunity. As a result, a lightning-fast but still effective buy-side diligence, complete with a vetted 100-day plan, is critical to a successful investment.
100-day plans drive immediate value creation, and put the company on the right track for long-term success. Whether it is designed to change strategic direction or accelerate the current strategy, this plan has several characteristics:
- Based on a solid assessment of the company rooted in direct observation
- Customized to the company
- Integrated with diligence and completed before deal close
- Created in collaboration (or not) with current management
- Aligned with investment thesis
From these ideas, a detailed, formal document that includes achievable initiatives and appropriate incentives is created. Loughlin Management Partners’ five-part process outlines a practical guide to operational diligence and development of a successful 100-day plan.
Part 1: Preparation
Prior to visiting the company, potential buyers should make thorough data requests. In addition to financials, request operational metrics, dashboards, key contracts and organizational charts. Companies that are either reluctant or unable to provide data should draw extra skepticism. While this is a potential risk, it is also an opportunity: a firm succeeding despite a lack of information availability likely has significant upside.
Looking at the provided information, ensure that you compare to the industry standards. How are their KPIs performing compared to peers? Is their inventory turning faster than the industry? Is SG+A twice that of a similar company? Often, broad market performance hides company-specific deficiencies and can lead to a poorly performing investment.
Labor, a much maligned expense, is likely not an issue. Unless overtime is greater than 25%, or there is excessive headcount (again, compare to competitors), direct labor (especially wage rates) is rarely the problem.
Better bellwethers for labor inefficiency are in two areas: organizational structure and variable pay. If the organizational chart has more than three layers of management, or if there are many managers with only one or two reports, there is likely a problem.
Comparing fixed to variable compensation also provides a barometer of efficiency: sales functions should have a minimum of 50% variable pay, and management should have a minimum of 10%, with higher levels having more of their pay on the line. Alignment to performance, especially in a growing middle-market company, is critical for success.
Part 2: People
Ensuring the right management team is in place is a primary goal for any 100-day plan. Without the right people, the best processes or newest technology will make little difference.
When meeting with senior management, focus on three things:
- Involvement with Operations
- Relationships (familial and otherwise)
The best management teams establish a visible presence without interfering in day-to-day operations. If the C-suite is constantly putting out fires, they are likely not focusing on long-term growth. This is often an indication that middle management is underperforming, or do not trust their subordinates. Conversely, complete disconnection from the front line business generally results in cost inefficiency (working capital is typically the most obvious area) and poor decision-making.
Especially with rapidly-growing lower to middle market companies, personal relationships between senior management and employees can be sources of risk. The appearance of nepotism can be as damaging as actual nepotism. Informal relationships often create back channel communication pathways, undermining middle management.
Lastly, and perhaps most importantly, is determining if this is the team that can execute your strategic vision for the company. Middle market CEOs are usually entrepreneurs, strong at launching a company, but not necessarily good at scaling. Alternatively, they may be strong in a single function, like business development, but have little idea how the product is manufactured. In that situation, have they built a competent team around them to complement their weaknesses? If not, that problem likely trickles down to middle management as well.
Often some of the best insights come from middle management, line supervisors and employees. Is there a strong middle management layer? Or does the COO, for example, have 20 direct reports? Investigate how deeply data drives day-to-day decisions. If dashboards or KPI reports are hard to come by, they are probably not using them. Finally, are the employees happy, with a strong sense of job satisfaction? It sounds like a simple question, but dissatisfaction is a symptom of deeper, business related issues that can undermine profit.
Part 3: Process
The first indicators of strong process are robust safety programs and tidy workspaces. During facility walkthroughs, make a point of investigating off the tour path. If cleanliness is lacking, it’s likely that more complicated processes are being shortcut as well.
Pay particularly close attention to inventory. What are the dates listed on materials and product labels? Is there a layer of dust on the boxes? Is there inventory sitting between each process step? These are indicators of poor production planning and scheduling processes.
Beyond production, one of the most critical processes to investigate is customer and product profitability. Simplistic pricing models often hold significant opportunity for easy top line growth, and incomplete or out of date costing can hide weak products or unprofitable customers.
Part 4: Technology
After the right people and processes are in place, technology may help you wring the last 20% of value out of an organization. In fact, technology tends to be a scapegoat, clouding root causes, which are more likely related to process.
When looking at systems, hardware is the first area to investigate: are there robust disaster recovery and business continuity protocols in place? Is the data center cold and well maintained? How old is the hardware? Server hardware older than five years and personal devices older than three years will likely require replacement.
Second, look at software. Is the ERP up to date? If not, why? If customization is causing the delay, there may be an issue. How accessible is data? All levels of the organization should have simple access to information appropriate to their roles.
Last, and often overlooked, review the security program. Did you have to sign in to get in the building? Were you issued a visitor badge and escorted? Who can access the data center? Does the ERP have role-based security enabled? Or can anyone see all of the data? Security is a critical component in risk management and, depending on the industry, it could also be a legal requirement.
Part 5: Conclusion
Often in the push to finalize a bid, bias to close quickly can result in unmitigated or unknown risk. As a result, many firms use third party advisors as a way of independently verifying the deal thesis as well as expediting the process. LM+Co’s deep operational and financial knowledge, as well as our fast turnaround time, have made us a natural choice for conducting middle market diligences, developing 100-day plans and leading project execution.
A 100-day plan addresses the risks and opportunities identified during diligence, and is developed prior to deal close. It is a detailed document, tailored to the company and suitable for high-level project planning.
To begin, separate the items into logical initiatives, and then quantify the effects. If there is no financial impact, it is likely not a value creating project. Once the list of initiatives is final, arrange them into a reasonable timeline, and add a buffer period to account for delays. 100-day plans are not bound to this timeframe; it’s more important to establish an achievable deadline. Finally, assign the right talent and incentivize them appropriately. Many project plans fail because improvement initiatives take a back seat to customer demands.
A well-architected 100-day plan serves as a common vision between you and senior management, minimizing investment risk and maximizing value creation. And there’s no downside: it can be incorporated into your diligence process without added time and, given the potential return, at minimal expense. With a strong 100-day plan in place, your investment can immediately start to build value.