Train Wreck

My last post - Don't be a sucker when it comes to stocks - ruffled quite a few feathers among investors of a certain stock. There were comments and emails - mostly calling into question my journalistic integrity - but a few of them also told detailed stories about the company's situation. That's today's topic.

Just like people, every company, every stock, has a story, and everybody tells it differently. In each story there are facts, an anecdote or two, and of course, opinions. Some of them are so fascinating that people write articles, entire blogs, or even books about them.

But when you're considering joining or investing in a company, or buying a product, how do you know which stories to believe? Everybody's famous in the Internet age, so how do you know what information to base your decision on. It's harder than you think. ... Read more

It can happen at any time: market bubbles burst, companies crash and burn, investment portfolios become worthless overnight. The common denominator in these events is overconfidence, irrational exuberance, call it what you want, it all comes down to lots and lots of people taking risks they shouldn't take.

Why do we do this to ourselves, in spite of all logic to the contrary?

We even have age-old sayings we choose to ignore all the time: What goes up, must come down; the bigger they are, the harder they fall; don't put all your eggs in one basket. Jerry Garcia of The Grateful Dead sang, "'Cause when life looks like easy street there is danger at your door."

Do we listen? Nope. ... Read more

Note: I wrote this on Thursday before Microsoft's latest bid for Yahoo; it's a follow-up to a post I wrote six months ago. I have two comments on Microsoft's offer: 1) It's aggressive and it's a sweetheart deal for Yahoo's shareholders; I think Yahoo's board will accept it; and 2) nevertheless, the issues I present are the same; it just becomes Microsoft's problem.

It's been seven months or so since Yahoo chief and co-founder Jerry Yang replaced Terry Semel at the helm of the ailing internet giant. At the time, I pondered the obvious question: Can Yang fix Yahoo?

For the record, I thought the board acted rashly in appointing Yang--a relatively inexperienced executive--to perform what would clearly be a challenging turnaround. I didn't think he had the experience to pull it off.

At the time, I thought that Yang--a visionary--wasn't what Yahoo needed. I thought Yahoo's problem was largely failed execution and missed opportunities in search advertising that allowed Google to leapfrog its more mature rival.

At this point, I'm even more convinced that Yang was the wrong choice. But I think the problem is bigger than missed opportunity and failed execution. The company does indeed need a new vision. And it needs a CEO who's capable of articulating and selling that vision down through the ranks and ensuring everybody's goals are aligned.

That's a tall order, but it can be done. Lou Gerstner did it at IBM, and that was no walk in the park. But Jerry Yang is no Lou Gerstner. ... Read more

On March 21, 1983, AMD went public. Adjusted for splits, the stock closed at $9.00 that day. Today, shares of AMD closed at $7.95. That means if you invested $10,000.00 in AMD's IPO, today you'd have $8,833.33. Adjusted for 25 years of inflation, that would be about a buck and a half.

Just to calibrate that, the same investment in Intel would have gotten you about a half a million dollars, Texas Instruments about $150,000, both the NASDAQ and S&P 500 about $100,000; even National Semiconductor and LSI beat AMD, although not by much.

Of course, some investors have figured out that you can make a fortune playing the AMD roller coaster. Except for the tech bubble and a brief spike two years ago, the stock has traded in a relatively narrow range. Seems like a nerve-wracking way to invest, but I know people who swear by it. ... Read more

Mergers and acquisitions, M&A, business development, strategic development, corporate development, there are lots of names for the business of acquiring companies. They all sound important, even exciting. But whoever said, "may you live in exciting times," didn't necessarily mean that to be a prophecy of good things to come.

On the contrary, if you're like most investors, employees or executives, it's more of a curse. You see, in the corporate world, exciting usually means risky. And there's probably nothing riskier or more prone to failure than merging with another company.

I can cite lots of studies, but anyone in the business knows that most big mergers fail. Moreover, companies that have demonstrated a competency for acquiring companies--like Cisco and Broadcom, for example--are few and far between.

Just to be clear, for purposes of this post, we'll use the terms merger and acquisition interchangeably. The difference is primarily related to accounting, and nobody gives two beans about that...except the accountants.

So, what exactly is a failed merger? I define it two ways. Qualitatively, whatever the companies had in mind that caused them to merge in the first place doesn't work out that way in the end. Quantitatively, shareholders suffer because operating results deteriorate instead of improve.

Here's a list of 10 notorious failed mergers that I've evaluated in one way or another: AOL/Time Warner, HP/Compaq, Alcatel/Lucent, Daimler Benz/Chrysler, Excite/@Home, JDS Uniphase/SDL, Mattel/The Learning Company, Borland/Ashton Tate, Novell/WordPerfect, and National Semiconductor/Fairchild Semiconductor.

Some failed so spectacularly that the combined company went down the tubes, others resulted in the demise of the executive(s) that masterminded them, some later reversed themselves, and others were just plain dumb ideas that were doomed from the start.

In my mind, the two big questions are: Why merge to begin with? Why do mergers fail?

Companies merge when, for one reason or another, their strategic plans indicate they should. I know that sounds trite, but there are too many permutations to go any deeper.

That being the case, there must also be operating synergies between the two companies. In a nutshell, that means the whole will be financially healthier than the sum of the parts. Said differently, at some point after the merger is complete and the companies are integrated with redundant functions eliminated, shareholder value should increase. It's as simple as that...theoretically.

I experienced one merger firsthand: National Semiconductor's acquisition of Cyrix. On the surface, the deal seemed to make sense. National needed Cyrix's microprocessor technology to realize its strategic vision of becoming a system-on-a-chip company. Cyrix needed National's manufacturing technology to effectively compete with Intel.

However, once you got down beneath the surface, well, let's just say there were holes in the strategy so big you could drive a truckload of MBAs through them. This is in hindsight, mind you. Some of it I saw coming, some of it I didn't.

First, National's own strategy was flawed, merger or not. The market for its Cyrix-based system-on-a-chip products never really materialized.

Second, National didn't anticipate what competing head-on with Intel would do to its own operating results.

Third, when Cyrix's designs were produced in National's fabs, the chips didn't perform as hoped. That's about the most even-handed way I can put it.

As if that wasn't enough, National was probably too heavy-handed with its integration strategy. The two companies were culturally incompatible, and most of Cyrix's top engineers quit when their retention agreements expired.

The result was ugly. National's operating results went from black to red immediately following the merger, and the combined company continued to hemorrhage red ink until National sold most of Cyrix. A year and a half and more than $1 billion in cumulative losses and write-offs later, National was back to normal.

It's important to note that the usual three-month due diligence process didn't uncover any of the potential flaws in the deal. That's because merger due diligence processes typically have only one goal--to shield executives and directors from shareholder litigation. That, the companies did successfully. Shareholders lost their class action suit.

In summary, the planets have to align for a merger to be successful. In other words, for every way to do a merger right, there are probably 10 ways to do it wrong.

Here are my top 10 most common, preventable merger failure modes. One is enough to spell doom, but the more the merrier the train wreck:

1. Flawed corporate strategy for either or both companies
2. One company sugarcoats the truth, the other buys a PowerPoint pitch
3. Sub-optimum integration strategy for the situation
4. Cultural misfit, loss of key employees after retention agreements are up
5. Acquiring company's management team inexperienced at M&A
6. Flawed assumptions in synergies calculation
7. Ineffective corporate governance, plain and simple
8. Two desperate companies merge to form one big desperate company
9. CEO of one or both companies sells board and shareholders a bill of goods
10. An impulse buy or panic sell gets shoved down the board's throat

Last word
From a corporate governance standpoint, all significant mergers should be scrutinized by some really smart, experienced and disinterested (and therefore objective--this is key) people. Why boards don't do that as a matter of course I have no idea.

The burden of proof for mergers to make sense should be as high as their risk, their failure rate and the pain they inevitably cost shareholders.

No man (or woman) is an island, but I think some CEOs behave as if they're God's gift to corporate America. And what do we do to discourage that perception? Not much, I'm afraid. You don't think they get way up on those pedestals all by themselves, do you?

Lest we forget, CEOs are hired by their boards to lead a staff of highly qualified individuals in managing an enterprise. Yes, they are ultimately responsible for corporate performance--for which they are typically well compensated--but by no means are they solely responsible.

In fact, most CEOs have little or no direct or line responsibility for operating or administrative functions; those are typically handled by other executive officers. Exceptions are either temporary or dysfunctional, in my opinion.

In any case, this post is not about culpability and I don't wish to confuse the issue with facts. Dysfunctional behavior runs rampant in the executive ranks. Rather than try to be a shrink, I thought I'd provide some much needed feedback and unsolicited, practical advice to help CEOs cope...also to help us cope with them. ... Read more

CEO compensation. That's all you have to say to get some people jumping up and down, screaming, and sputtering like raving lunatics. Me, I'm not sure how I feel about executive pay. After all, I was an executive, even a CEO, however briefly. But don't hold that against me.

In any case, I'll try to come up with an objective position by the end of the post.

In the meantime, let's take a look at some CEOs of high-profile, publicly traded technology companies. To be sure, these folks have some things in common. They shoulder a great deal of responsibility and risk; they have really tough jobs; and like it or not, they make tons of dough.

Do shareholders always get their money's worth? Well, not exactly.

Let's start with Mark Hurd of Hewlett-Packard. In fiscal 2006, Mark's total compensation--including equity-based compensation--was at least $19 million. That's a lot of money, right? Let's reserve judgment for the moment.

HP's performance during that time frame was $92 billion in revenue, $6 billion in net income, and $2.18 earnings per share. The stock responded accordingly; shareholders were treated to a market cap gain of $28 billion. For every dollar earned, Hurd returned roughly $1,500 to shareholders. I'd say he earned his keep. ... Read more

As reported, Dell recently concluded a year-long internal investigation into its accounting practices. As a result, the company will restate its financials for four fiscal years (2003 through 2006) plus the first quarter of fiscal 2007. The good news is that the cumulative decrease in net income will be between $50 and $150 million - peanuts compared with Dell's reported profit of $12 billion during the restatement period.

The bad news, however, is contained in a rather heavily wordsmithed paragraph of Dell's press release:

"The investigation identified evidence that certain adjustments appear to have been motivated by the objective of attaining financial targets. According to the investigation, these activities typically occurred at the close of a quarter. The investigation found evidence that, in that timeframe, account balances were reviewed, sometimes at the request or with the knowledge of senior executives, with the goal of seeking adjustments so that quarterly performance objectives could be met."

It appears that certain senior executives had a chronic case of end of quarter madness, a relatively common disease among executives of publicly traded companies.

Confirming what was evident from Dell's announcement, CFO Don Carty said in a conference call with investors, "We did find evidence of fraud." But neither Carty nor Michael Dell - who reclaimed the CEO role in January - would divulge the identities of the senior executives referenced in the company's release. ... Read more

Rambus needs more controversy and scandal like the Internet needs more bloggers and porn. As mired in legal trouble as this company is, you've really got to do something egregious to get noticed.

According to a story by The Recorder, a California legal paper, the wife of Rambus CEO Harold Hughes did just that. Nancy Hughes anonymously posted 170 messages on a popular investor message board over a 10-month period. In her posts, clarissamehitable--alias Nancy Hughes--vigorously defended her embattled husband, and criticized current and former members of the company's management team.

Nancy's posts were so obviously those of a Rambus insider that they aroused not only the suspicion of other posters on the board, but company officials, as well. Rambus brought in outside legal counsel to head up an investigation, which ultimately turned up none other than Hughes' wife.

According to a company spokeswoman, Rambus' board of directors concluded that there was no wrongdoing on the part of either Hughes.

What's troubling is that Nancy was pegged as an insider for good reason. If some of her posts were not inside information, they certainly appear to come razor close to crossing the line. And there's evidence that someone may have removed some of her posts from the message board.

Full disclosure:
I was an executive officer of Rambus from 2002 to 2003 and I am a shareholder. I have never posted on an investor message board and neither has my wife...as far as I know. ... Read more