Press Release: Punakaiki Fund extends offer period and lowers fees

Unfortunately we have not managed to achieve the total we require by today, the original close date for Punakaiki Fund. This is hard.

We have chosen therefore to both extend the offer period, and to amend the offer in favour of investors, in order to give people more time to consider the offer. The press release below summarises the changes.

We have registered an Instrument to Amend, which details the changes and is available here. The revised Offer Document which includes those changes is available on the PunikaikiFund.co.nz website

 

Punakaiki Fund extends offer period and lowers fees

Offer extended to 25 October, Director and Management fees lowered.

Auckland, 2 October 2013 – Punakaiki Fund today registered an Instrument to Amend the combined investment statement and prospectus (the “Offer Document”).

The changes to the Offer Document extend the offer period, which will now close on 25 October, and lower the minimum management fee and the fees payable to the independent directors.  The changes are intended to make the cost structure more favourable to investors where the total subscriptions are not far in excess of the minimum amount to be raised of $5 million.

The initial aggregated director fees have been reduced by 62.5% from $40,000 in cash and the issue of 80,000 shares (at $1 per share) to $15,000 and 30,000 shares respectively.

The minimum annual Management Fee has been halved, to $150,000.

“It’s important that we have a sustainable fund, even this small, to be able to invest in some of the many opportunities that we are seeing in the market”, said director Lance Wiggs. We are still unsure just how close to the $5 million minimum we will get to by the end of today, but we have made the decision to extend and to reduce the fees.”

Wiggs says the extended time will not be wasted. “I’ll be on the phone and on the road, meeting and talking to a long-list of potential investee companies. This is something we were aiming to do at this stage anyway, and our key problem will be to create a short-list of targets. Overall we continue to see that the demand for funding from quality early stage companies is very strong, and we will have some tough choices to make.”

“It was a lot harder to raise the fund that we anticipated, and our timing versus the Meridian offer was unfortunate, with brokers essentially dedicated to that process for a substantial period, especially over the critical last two weeks. We heard on our road trip around New Zealand that some investors wanted to see lower fees in the case of a smaller raise, and have provided that with these amendments.”

Wiggs is grateful for the support from investors so far, and notes that it is particularly pleasing to see a large number of members of the early stage community contributing alongside other members of the public.

The amended Offer Document can be downloaded at www.punakaikifund.co.nz. Investors can subscribe online, through their broker or by mail.

Ends.

The High Risks of Investing in Electricty

The government’s advertising for the Meridian Share Offer is remarkable for its blandness:

Aside from the pictures and the words underlined in red, all of the advertising is selling a deal. Invest $1 a share now, pay a maximum of $0.60 later and make an ‘implied gross dividend yield of 13.4% in the first twelve months”.

However as Martin Hawes reinforces in his article today, when you buy a share you are buying a share of the future profits of the company. You are not making a short term deal. 

The marketing emphasis on a short term deal for investors is perhaps a learning from the previous issue for Mighty River Power, which was a tough sell-in, and worse yet has still not made it back to the IPO price. And while financial literature is clear on the value of investing for the long term, many investors instead think in much shorter horizons.

Investing versus trading

A shorter investor horizon means that prospective investors may be indulging in trading, or speculation rather than long term investing. And while it’s possible to make good money out of speculation, and a vast amount of money is exchanged for this purpose, it’s a risky activity. It’s also expensive, as brokers collect 0.5-1% each time traders trade, and you are fighting full-time market professionals with very smart algorithms, better information and deep pockets.

The smart long term investor focusses very hard on assessing each investment up front, looking primarily at the risks of losing their money, as well as the potential for lasting returns from that investment. They, like Warren Buffet, periodically check that those initial assumptions are firm and they hold the investment for a long term.

Other, sometimes self-described long-term investors, are glued to Bloomberg screens or trading websites, and buy and sell shares frequently. This churn comes at brokerage and taxation costs that means traders have to earn tremendously higher returns from their efforts to match genuine long-term investors. The largest cost here is tax, as short term traders can have their investing gains classed as taxable income and long term investors do so tax-free. (See your accountant – I’m not one and I am not yours).

The above discussion on trading versus investing is there because the government’s headlines for the Meridian deal seem targeted at short term traders. Buy now, make a good yield for a year and worry about the rest of it later. As with Mighty River Power, the financial forecasts for Meridian are for only two years – less than that considering we are in the FY13 year already. All this, backed up by a strong sell-in campaign through brokers, is going to get a lot of short-term focussed investors on board. But it’s got a vicious sting in the tail.

That sting, and the real question with the Meridian and Mighty River Power businesses for me, is that there is no real long term growth story, and that there is significant potential for downside.

That’s not to take anything away from Meridian’s current business, which builds and operates a superb series of assets, as well as being the only player with any genuine innovation in the retail space, with Powershop. They also have, from my observations at Manapouri, a strong and improving safety culture, which always a strong indicator of business strength for me.

Growth is Limited

Any growth in Meridian’s future value, beyond that tied to population growth, will come from new asset builds and price increases.

New asset builds, by definition, are priced to sell electricity at the market price and make a reasonable, but not giant, return to investors. (If the returns were giant, then other players would build plants until the returns are normalised.) Meridian has executed on this well with recent solar plants. Most of the future demand may be focussed on renewables offshore, as we’ve seen reducing demand in four of the last five years (GFC, ChCh, Tiwai). However as I argue below, the long term demand for electricity from large power plants may be flat, or worse, softening. The offshore focus will be on commissioning plants based on renewable energy such as solar that can eventually substitute for high carbon emitting plants such as coal.

Any Price increases will be following on from years of price increases to NZ customers, and any increases in returns to shareholders will rely on the ability of the New Zealand public to absorb them. After years of increases that capacity is arguably near its maximum, and the Labour-Green opposition has clearly signalled its intention to work on the issue.

Medium to long term potential for downside is high

The risk section is alway worth a read in any Offer Document. Three of the short term risks are:

  • Tiwai point: The Tiwai Point contract to me is not a substantial risk, as even if the Tiwai aluminium plant does close the average price that Meridian receives for the power previously allocated to Tiwai will be much higher than under the current contract.
  • Regulation:  Labour-Greens market regulation is a genuine risk in the short to medium term. A Labour-Green government will be far more affected by and likely to react to high electricity prices, especially for the lower quartile of the population by income. Their potential responses include regulation as discussed previously, including  the imposition of some sort of price controls. This is how utilities are regulated in many other markets, and it limits the growth upside for investors. While I suspect that they are smart enough not to act to destroy shareholder value, investors should be aware that Labour and Greens have a lot of residual anger about the overall decision to start the asset sales and they may do something rash.
  • The Deal: The risk of the government’s pay-later investment deal not working feels significant to me, as investors are in essence borrowing money at no cost and repaying it in 18 months time. It is the same as buying a stock on margin, which only investors who are experienced or have sufficient liquid resources should be able to do. Above all, this leverage increases the impact of share price volatility at the lower end, and if the market or share price collapses then investors may lose significantly.

Long Term Risks

All of the above is well understood, and priced into the offer. It’s a great business.

However I believe there are two major underlying risks that are not explicitly mentioned in the summary risks section – the risks from climate change and the risk from micro-generation. Each of these, and they are related a little, are risks that are vast in scale. True long-term investors would be wise to look at them in a lot more detail. It would not take much to produce more detail on the risks, but I would like to see an independent player produce them.

Climate Change

The Intergovernmental Panel of Climate Change’s (IPCC) just released the summary for policymakers on their Fifth Assessment Report.  The overall headline is well-known and accepted:

“Warming of the climate system is unequivocal, and since the 1950s, many of the observed changes are unprecedented over decades to millennia. The atmosphere and ocean have warmed, the amounts of snow and ice have diminished, sea level has risen, and the concentrations of greenhouse gases have increased”

The first report in particular is worth reading – but of most importance to Meridian investors is the research behind the following finding:

“Changes in the global water cycle in response to the warming over the 21st century will not be uniform. The contrast in precipitation between wet and dry regions and between wet and dry seasons will increase, although there may be regional exceptions.”

The text thereafter says that dry areas will become drier, and wet areas wetter. Looking out the window (or looking at our statistics) points to plenty of water in the dams, but I am sure that there is more rigorous research available in New Zealand than my window gazing. The map below is from the report, and has the northern part of NZ near a dry patch – but that’s as much as we can really see.

I would expect that companies as exposed to these climate changes as Meridian and Mighty River Power would dedicate significant resources to understanding and declaring climate change risks. It’s surprising to find only two references to “Climate Change” (or just “climate”) in this document, and those only in relation to the regulatory environment. It also surprised me, given their safety culture and renewable focus that they had not put this at the centre of their values.

In contract Z Energy is fully aware of their position with respect to climate change, and is actively working on mitigation and preparing for change. I even received from them some questions and a request for source data (which I fulfilled) after a blog post on the rise of electric cars. (And I also heard from them that there was a lot of internal discussion after this post on safety in the Z Energy Offer Document, again a very professional response by Z Energy.)

The IPCC report is a reminder that climate change is a core issue for one half of a Labour-Greens government, and that option is currently ahead in the polls. It’s now a lot clearer that the risk of regulation (perhaps overdue) in favour of climate change reducing activity looms large. The impact of climate change and resulting regulation is across the board:

  • The biggest emitter of carbon in New Zealand is surely Tiwai Point, as the aluminium refining process is a major emitter. Any tax of carbon emissions will make it harder for the plant to stay competitive, and closure of the plant would reduce New Zealand’s emissions significantly.
  • Use of resources like water is likely to become more regulated as the Greens lead the charge to clean up farming and preserve ecologies. This may reduce also the ability to operate power stations as efficiently as Meridian would perhaps prefer.
  • Solar and Wind technology may be promoted, subsidised even, as the Greens lead efforts to reduce dependance on fossil fuels. This will accelerate the overall disruption of the electricity industry, discussed below.
  • We are more likely to see the introduction of a carbon tax of some kind, which may increase the price of fuel to Meridian when lake levels are low, but also reduce overall demand for power. Given the increased likelihood of extreme weather events, including droughts, this could make dry years extremely expensive for Meridian as they may have to supply their major customers at well under cost. Meridian has hedged some of this risk away, but it remains to be seen how effective this is.

The Technology risk

For me the major medium term risk to the electricity industry is technology-based, and driven in part by governments’ promoting a shift to green energy. It’s the combination of affordable home and business solar generation (distributed-solar), electric cars and smarter devices.

Now on page 96 the Meridian offer document does refer to this risk, stating:

“Demand can be affected by a number of factors, including level of activity in the industrial sector, competitor behaviour, regulatory changes, population growth, economic conditions, technological advances in the more efficient use and generation of electricity (including by customers, potentially as a consequence of regulatory subsidisation of competing technologies)

Those competing technologies are, in the main, distributed solar panels, and prices are steadily falling so that it is now often viable to invest in a system for the home. Return on investment is 5-10% says MySolarQuotes, and Meridian amusingly has a program that apparently delivers a much higher ROI of around 10%. (That’s higher than the after tax return on their shares, begging a question.) To be fair I know nothing about what’s behind those calculations, but I am starting to hear stories from people who are making the numbers work for themselves.

The key metric to watch is the cost of installing a home solar system per unit versus the cost of adding a new power station. The cost of a new large power station sets the overall price for electricity, and when homes can generate at a lower cost than this then power companies are unlikely to want to build. Finance companies will become very active in offering to install solar units and receiving monthly payments based on monthly solar generated electricity. That price per unit will be set significantly lower than the price of retail electricity, making it easy for householders to invest, and to pass on the system to the next home owner.

Solar will reduce the demand from the lower parts of the day, but do little to affect peak power requirements in the evenings, and that means the industry will still need to build plants, and set prices, to cope with that.

A very large number of companies are working hard on reducing the price of solar energy, so it’s just a matter of when this happens, not if. The so-called Swanson Law stipulates that the price of photovoltaic cells falls by 20% with each doubling of global manufacturing capacity, and capacity is expanding quickly. The chart below from The Economist in 2012 shows the plummet in prices of cells, in dollars per watt. The article also acknowledges that technology developments yet to emerge from labs will drive further cost reductions. It’s just a matter of time.

The cost of energy is only part of the electricity cost that households and businesses pay. A significant amount is spent on line fees, to companies that have a very cosy monopoly in each region and another one nationally. Thus there are two prices for the distributed solar systems to beat. The first is to substitute for householder demand at full retail prices, which include line fees. The second is to be able to sell excess electricity back to the grid, excluding the cost of line fees. That second option becomes very interesting in peak hours, when electricity prices are high.

Meridian, and other power companies, will find themselves doing financial models that include the impact of buying distributed solar power back from customers (excluding lines costs) during the day. That’s going to make it increasingly hard to justify new plants, as they can use less hydro during the day. However solar power is generated during the day, while peak demand is dinner and bath time at night, so that tilts the balance towards the generator-retailers who can buy cheap solar during the day and use hydro at night. 

The energy that distributed-solar generation supplies to the grid will also require the lines companies to significantly upgrade their own networks (lines and, especially, meters) to cope. This will be expensive, and that expense will drive their lines fees higher, and in turn the prices of our retail electricity will go higher, and in turn this will further promote the switch to micro-generation.

Finally, as hinted in the prospectus and investment statement, to accelerate the adoption of solar and wind power in the home a new Labour-Green dominated government could introduce legislation that required power retailers to buy back electricity generated by homes at a particular price. The higher the price, the faster the adoption will be, and the lower the future profits of the large electricity generator-retailers.

It’s a real issue for Meridian. This Yale Environment 360 article is a recommended read. It includes a quick survey of the US market, where prices are falling underneath retail in some states, and some utilities are fighting using government, while others are joining the rush to support distributed-solar. No prizes for guessing which ones will win in the long run. 

Enter Electric Cars and Big Batteries

I’ve written before about the rise of electric cars, starting with plug-in hybrids, but as the Tesla S is proving electric cars will be superior than internal combustion cars for many use cases. The relevant impact here is that they can be plugged in at work or home, and used to store that electricity generated from solar panels during the day, and to return the electricity to the house or grid at night during peak times. The electricity storage economics will help accelerate the switch to electric cars, and the end game is that many homes and offices will reduce their overall demand from the grid dramatically.

Meanwhile smart devices will increasingly be able to switch their own electricity use on or off based on the market price at the time, or signal to households to do the same. This all will help to smooth out peak demand, which means our ecosystem capacity is used more effectively and there is less need to build more plants.

If lines companies won’t provide reasonable access to sell back to the grid, then the distribution of electricity could be to neighbouring cars in an office park, or to households in an apartment block or similar – a building, street, suburb or industrial area. As battery prices fall, the installed solar systems will come with enough battery power to smooth demand over the day, with or without the car.

As the number and scale of the distributed-solar installations increase, the retail price of electricity will fall, until it is equal to the marginal cost per unit of the latest solar and battery kit. Meridian, as an all-renewable producer of electricity with superb dams and windmills, will almost always be the low cost generator-retailer and the last generator standing, and I expect them to win in this future scenario. However they will also have to work through a lot of disruption, and for example have to deal with the ever-increasing lines companies fees.

But surely this switch to distributed generation of electricity is far into the future? Well, as I’ve tried to explain above, the switch is already happening, and several companies in NZ are offering the service to homes. The number of installations is absolutely tiny, but the number to watch is the annual, or even monthly, growth rate for new solar installations. It’s going to be a classic disruptor growth curve.

Valuation

None of this takes away from the fact that Meridian is very good at what it does – building and operating generating assets, and retailing to consumers. It’s a very solid business. (And a nice hedge against rotten weather, as more rainfall means greater profits.) 

However the issue for valuation, as this analyst report from FNZC states, is that “The long life of electricity assets mean that most of the DCF value comes from years after 2017”, which in English means that the majority of the value of the company is ascribed to rising streams of profits into the future, driven in part by an assumed price rise.

Brian Gaynor, sees little growth story, stating that

“Analysts may argue that Meridian’s 21.8 prospective P/E fails to reflect the company’s higher “normal” earnings and strong cash flow but the fact of the matter is that an official prospective P/E in excess of 20 in the prospectus is extremely high for a company with low growth and significant political risk.”

I agree. P/E is the price/earnings, often stated per share. A forward P/E of 20 means that the share price is 20 times what the projected net profit after tax will be in a year’s time. It’s the same as giving the bank $20, and expecting (maybe) only $1 in interest after tax in a year’s time. The only reason you would do that is if you also expect the income from the $20 investment to sharply rise in the following years.

But this is not a growth stock per se. When Trade Me sold to Fairfax they had a prospective P/EBITDA of 15.6 times, which is an estimated P/E of about 20 after tax. Trade Me currently has a P/E of 23.5. So is Meridian really going to deliver the similar returns to shareholders as Trade Me did from 2006, or going forward? Given that Trade Me delivered to investors a 22% return per annum since 2006 I highly doubt it.

This means that the price seems very high versus the stated returns. But there is more:

The risk of complete loss – the disruptors are coming.

As discussed the impact of distributed-solar will be disruptive for the industry, and disruptive technologies can reinvent entire industries. Like essentially all disruptive technologies, the well-informed smart observer can see them coming from some way off, even if they at first appear like toys to the incumbents. And just like essentially all disruptive technologies, most of the incumbent players are culturally and structurally incapable of responding, and are knocked off their profitable perches as newer players take over. This can happen quickly, and even the 18 months between share instalments could be enough to show the emergence (but nothing like dominance) of disruptors.

Just as many of us saw the impact that the web was going to have on traditional media, many of us can also see the rising challenge for big power. The disruption will certainly mean a drop in profitability for the industry, but the real question is which companies are paralysed by the thought of reacting, and which ones will take advantage. And the other question is when will this happen? 

I back Meridian to respond well, as we see with their diversifying foothold into Australia with two new solar energy plants, and with Powershop, which is an asset that could take advantage of a fast moving retail field. But overall we should not downplay the medium to long term risks when investing in any traditional power company.

So the disrupters are here, but they are very very small and likely based on marginal economics. As an investor you’d likely look askance at a solar installer player. But then again many perhaps investing in early stage distributed-solar companies is the safer long-term play to go alongside an investment in big electricity generator-retailers? One thing is for sure, having a truly diversified portfolio never goes out of fashion.

Perhaps we will look back at this electricity asset sale process with the same attitude that we now look at Telecom’s huge deal to sell Yellow Pages. Is the government actually prescient in selling down electricity generator stocks? Only time will tell.

I’m not a financial advisor, and not your financial advisor, and not making a recommendation either way for any stock. Seek your own advice.

I am the majority shareholder for Powerkiwi, a company that was until recently a large supplier to Powershop, a Meridian subsidiary. This commercial relationship has now concluded.

Let’s focus on the prize – the $40 billion prize.

Following on from the previous posts on the America’s Cup theme, and how we should be taking advantage, I appeared on TV3′s The Nation this morning, sitting alongside Tim Smyth from Core Builders Composites. The show will eventually be found on The Nation’s on-demand page.

We had a good chat before, during and after the show, and he had read the post below (not the update) and agreed with the thesis that the greater race is how to step up the industry. His own company uses digital manufacturing techniques – automating the creation of the moulds and the manufacturing of  composites. Composites are what we know as carbon fibre, kevlar in things like bikes, boats and buildings, and the material can be lighter, stronger and cheaper for many applications. Moreover there is now accelerated local knowledge in aerodynamics that we can use.

Tim’s take on the automatic control foiling system is that is was there the whole time, and that the dramatic improvements can be put down to the normal (hyper fast) continuous improvement processes with a large contributing fact to the tuning of the wing sail. That does make sense to me as  recall that the commentators said that the Oracle USA wing sail was using a less advanced technique than Team NZ’s – at least near the beginning of the regatta.

We also talked about the frustration with finding money to invest in business and buy capital plant – their business cost just $7 million to set up here – versus the ease of finding money for beach houses and electricity company IPOs. We both agree, for instance, that the electricity industry is nearing the point where it will be disrupted. More on that point at some stage.

Overall let’s maintain focus on the prize – the $40 billion in exports

Did Oracle USA cheat to win? Should our businesses do so as well?

(I’ve also updated the original post with the below) 


As expected, Oracle USA stormed home to win the last race and the cup, and well done to them, and to everyone in the regatta.

However. A big word that, However it seems that emerging although unverified news is that that Oracle may have been using an illegal weapon, a “special foil adjuster system” that allowed then to gain control over their foiling. Time will tell and I would not want to pass judgement, but perhaps the changes made were not under the rules.

It is well recognised that Oracle was having serious foiling stability difficulties at the outset of the regatta and that their performance could not match that of ETNZ. Half way through the series it was acknowledged that Oracle had fitted an automatic control to their hydrofoil trim, and that this modification was approved by the measurement authorities.

Since this modification Oracle’s performance has almost unbelievably improved.

The ‘legality’ of this device has been justified and accepted on the basis that it does not actually ‘drive’ the trim of the foils…..this is still performed by the muscle power of the crew, via hydraulic linkages. That may be so, but the device, using its sensing and directives, has been described as ‘automatic’. This implies that the trim of the foils is determined by what can only be described as ‘superhuman’ technology.

So we shall see what passes, but it appears that the America’s Cup may once again end up in a court.

New Zealand, as one of the top three least corrupt countries in the world, finds that breaking the rules is beyond the pale, and it would be far away from Team NZ’s culture to do so. However if Oracle USA are found out then this country will be horrified – and it may be seen as a major scandal with implications well beyond sport.

To draw out the business analogy, New Zealand companies in my observations, will tend to play by the rules when competing offshore, and many lose business as they are not aggressive enough to bend or break the rules. We do, I hazard, draw the line too early sometimes, and should be a lot less afraid of creating our own rules, within reason, where we can.

But cheating? That’s not us, and we should promote trust-based ways of doing business through-out the world by the best way possible, through the success of our own companies.

New Zealand’s annual $2.1 billion funding gap

Hi Lance, $22.5m of angel investment in last 6 months – and that’s just the deals captured by YCF.  Throw in Pioneer’s new VIF $150m fund and things aren’t too moribund.

That’s a comment I received via email after a comment I made about the poor amount of funding in New Zealand on the Nine to Noon radio show yesterday. The comment refers to a press release by the NZ Venture Investment Fund (VIF) that headlines “Angel Investment bounced back“, with 95 angel deals last year to June and $36 million invested.

The $36 million quoted is an average of $384,00 per investment, but as an aside only $3.3 million of the last 6 months’ $22.5 million invested was for first rounds. I noted also that the 95 deals in the last year includes 24 quick follow-on deals with companies already in the list, and that they are often tranches, so in reality it’s 71 companies for an average of just over $512,000.

That’s nice, but it’s not enough. In fact the funding situation is woefully inadequate, so let’s walk through why I think so.

1: Anecdotes: The founders are not getting funding

I’ve spoken to hundreds of founders over the last few years, but it took Southgate Labs to come up with some better evidence for the number of opportunities out there.

They launched Rabble.co.nz on the 2nd of September, targeting early stage and high growth kiwi software companies who are “most likely to create the future“. Two weeks later and the number of companies listed is 242. The list is not exhaustive by any means, and excludes technology, biotech and other companies. (I’m not affiliated with the site at all)

Turning to the line by line Young Company Finance (YCF) reports issued by VIF, we see that the matching category for the rabble is “software and services“, and that 21 of the 71 companies that received funding in the last year were in that category. So there is room for more a lot more Rabble categories.

As I write this, the Rabble includes just 7 of those 21 companies, which is evidence that the Rabble is under-reporting the size of the community, as indeed you think it would be after only 2 weeks.

But that’s not the story. Many of the companies on the Rabble site are far too large for angel funding, and they need more substantial dollars. Perhaps they have never needed early stage funding as they used lean startup techniques or self-funded, or perhaps they obtained funding from elsewhere.

So we turn to our Venture Capital sector. However that’s not coming to the rescue very quickly, as there were only with a handful of deals delivered in the last year. I know of two from Movac.

Overall the word I hear from founders is that we have a genuine market gap in the $500,000 to $5 million range. It’s getting better, but there is still plenty of scale required and many companies out there that are potentially investable that do not have access to funding. 

2: Facts: The funding gap versus the USA

US and NZ Angels

Angels are high net worth individuals investing into early stage deals. A quick search reveals, as expected, that USA Angel funding is huge, with this article from EquityNet quoting giant statistics:

U.S. Angels invest a total of around $20 billion per year in around 60,000 businesses.

This is verified by the Center for Venture Research’s 2012 report, showing $22.9 billion was placed into 67,030 investments by angels. (As with New Zealand, the formally tracked investments are suspected by many to be dwarfed by the informal market.) On a population-adjusted basis that would mean New Zealand angels would need to invest US$321 million (NZ$387 million)  into 940 companies each year to match the USA.

Given that even when we had “bounced back” to $36 million as measured by NZVIF, that’s a gap of $350 million in angel investment each year. Let’s make the assumption that this is consistent over the last five years, so that means we were missing $1.75 billion in angel funding over that period.

The average US angel investor, by the way, invested US$85,000 each last year, call it NZ$100,000. That’s a nice benchmark for considering whether someone is acting as an angel investor or not.

US Venture capital

The USA’s National Venture Capital Association shows 841 active firms with 1269 funds at the end of 2012, with $20 billion in funds raised during the year, and $200 billion in VC funds under management. 

On a per population basis New Zealand should have raised US$314 million each year, and have US$3.14 billion in VC funds under management from 12 active VC firms with 18 funds, averaging US$110 million per fund.

The reality is starkly different.

New Zealand Venture Capital

The NZ Private Equity and Venture Capital Association lists seven Venture Capital firms, but it’s not that simple, and we need to look at each member:

  • One of the list is NZVIF itself, which is a fund of funds, not a VC firm. So that reduced the 7 to 6.
  • The next is Cure Kids Venture, but on their website they clearly state that they are a small investor in the angel space attracting SCIF money, they don’t state their funds under management and their investments are listed in the YCF report, with all the other angels, so that’s 5.
  • The West Coast Development Trust is a member, but as far as I can tell is one of the regional trusts with a broad array of investments, and is not active in VC space. So that’s 4.
  • iGlobe Treasury has $31 million under management, however the fund was raised in 2003, but they show just 6 investments in their portfolio, the last news on their website is from 2003, are deemed inactive and so that’s down to 3.
  • BioPacific Ventures was founded in 2005 and operates in Australia and New Zealand, and “covers the spectrum from agriculture to food to health & wellness“. However they state “as BioPacificVentures approaches the end of its fund-cycle the portfolio now comprises only 6 companies“. Direct Capital, who it seems drive the fund, show seven BioPacific portfolio companies, with the last investment made in 2008, five years ago. They are inactive and so that’s 2.
  • Pioneer Capital raised a $150 million fund in July this year. Their previous fund invested into SLI Systems at the right time, as well as MOA and Orion Health. They invest into more mature companies in general, and raised money from institutions like the NZ Super Fund as well as NZVIF. As the NZ Super Fund press release states “Our investment capital, with a target range of $10 – $30 million per investment, is primarily designed to fund expansion, which may include acquisitions“. So while arguably Pioneer Capital Partners are not a VC fund as they are later stage, let’s leave them in the VC list.
  • Movac has a fully invested $20 million fund and raised a $42 million fund in July 2012 for early expansion. However in the year and a quarter since then they have made just two four investments, and one of them was a signalled follow-on investment from their previous fund. I expect one or two more to come soon. (Updated after a tweeted clarification from Movac’s Mark Vivian. The Movac website is out of date.)

So that’s just two VC firms in New Zealand. But NZVIF’s website also lists TMT, Valar and No. 8 Ventures.

  • TMT is another fund co-led by Direct Capital. TMT’s last investment was in April 2005, 8.5 years ago. I see it as inactive as an investor.
  • Direct Capital itself is a well regarded PE firm that raised $325 million in 2010, their fourth fund. They list 10 companies in their current portfolio, with the last investment in 2011. However they state that they have made 40 investments since 1994, and that they target investing between $10 and $60 million per deal for companies with over $30 million of revenue. This means they are playing well above the VC space and is not counted as a VC. Excluded.
  • Endeavour Capital self-identifies as a “leading private equity company”. They tried to raise a new fund in March 2009, but it seems this did not succeed. The latest investments I could find were from March 2008. Inactive.
  • Valar Ventures does not appear to be active in New Zealand at the moment – their website points to a global search. However they can well sit back well after investing twice into Xero, well before the recent valuations. NZVIF states that they are a $40 million fund. Inactive in NZ.
  • No. 8 Ventures is fully invested, and has been for some years, and are working through the four or so portfolio companies, including Martin Jet Pack. Inactive.

So with Movac ($42 million), Pioneer ($150 million) and let’s add Valar ($40 million) we have $232 million of active domestic VC funding, all raised in the last two years.

However to match the USA’s raise of $20 billion each year in population adjusted terms, New Zealand needs to raise US$314 million, or NZ$381 million, each year.

It seems like we are not doing too badly until we realise that there has been no other venture capital raised since 2007, and that Pioneer is mainly a private equity player. Including Pioneer we have an average of just over $80 million raised each year over the last five years, which $300 million short of the total required, or $1.5 billion missing in VC funding over the last five years. 

Private Equity

The NZVCA lists 20 private equity firms, but only a handful are based in New Zealand, including Maui (raised $250m in 2012), Direct Capital ($325m in 2010), Knox Partners (?), Waterman (last raise 2010, $125m total), Kinfolk (new, backed by several HNWI, ?), Pioneer ($150m in 2013) and Pencarrow ($124m in 2011). That’s a total of $964 million from 2010 to 2013, or let’s call it an average of $250 million per year.

Those numbers sound big, but compare them to the size of private equity funds raised in the USA, which totalled $43 billion last quarter, and over $100 billion for the last 12 months. In NZ terms that’s equivalent to NZ$1.7 billion of new funds each year. So as big as those private equity firms seem, there is a funding gap of $1.45 billion each year versus the population adjusted US equivalent, and if we assume that 2009 and 2008 were similar (although they were probably close to zero) then the overall five year funding gap is $7.25 billion.

Or to put it another way, over the last 5 years we are missing the creation of 22 extra Direct Capital’s.

Overall Funding Gap

So overall we have an estimated five year funding gap of:

Angel: $1.75 billion
Venture Capital: $1.5 billion
Private Equity: $7.25 billion
Total: $10.5 billion, or $2.1 billion per year

Each of the three categories is important, as each category can be used to grow companies. The most important issues to solve now though are the angel and venture capital funding gaps, a collective $3.25 billion, or $650 million per year. Access to this capital will help accelerate New Zealand’s economy dramatically, but it has to be wisely placed. Let’s make sure it comes from New Zealand as well, as that will have a far great overall impact on our economy.

Now there are a lot of caveats here in this very back of the envelope calculation. Please let me know where it is wrong. I’m sure, for example, to have missed out some key players, and the angel investments in particular are substantially undercounted. The collective statistics miss, for example, the $8 million that Vend raised this year, the emergence of Milford Asset Management in the private investor space and offshore investment into NZ.

However I would hazard that the USA has the same measurement problem, underreporting a vast unmeasured market for angel and private funding market, and even if not, the funding gap is still vast.

3: It’s trivial compared to what we need

The real issue at stake here is the size of the prize versus the size of the investment. Sir Paul Callaghan wrote and talked about the need for New Zealand to generate $40 billion of technology-led exports, and I believe this is an achievable goal.

The good news, in my opinion, is that many or most of the companies that will generate those export dollars in the future already exist. They will need to keep growing, and for a long time, and the challenge we all face is that they need funding and support as they do so.

To get there both as individual businesses and as a country we need to think at scale, and not be content with patting ourselves on the back at the small flow of small deals. We need to increase our ambition, our funding and our strategic playground.

We can start by addressing that $650 million annual early stage funding gap, and we are making a start with Punakaiki Fund, which closes on Wednesday 2nd October

Now the real race begins

Update Saturday 28th

I appeared on TV3’s The Nation this morning, sitting alongside Tim Smyth from Core Builders Composites. We had a good chat before, during and after the show, and he had read the post below (not the update) and agreed with the thesis that the greater race is how to step up the industry. His own company uses digital manufacturing techniques – automating the creation of the moulds and the manufacturing of  composites. Composites are what we know as carbon fibre, kevlar in things like bikes, boats and buildings, and the material can be lighter, stronger and cheaper for many applications. Moreover there is now accelerated local knowledge in aerodynamics that we can use.

Tim’s take on the automatic control is that is was there the whole time, and that the dramatic improvements can be put down to the normal (hyper fast) continuous improvement processes with a large contributing fact to the tuning of the wing sail. That does make sense to me as  recall that the commentators said that the Oracle USA wing sail was using a less advanced technique than Team NZ’s – at least near the beginning of the regatta.

We also talked about the frustration with finding money to invest in business and buy capital plant – their business cost just $7 million to set up here – versus the ease of finding money for beach houses and electricity company IPOs. We both agree, for instance, that the electricity industry is nearing the point where it will be disrupted.

Overall let’s maintain focus on the prize – the $40 billion in exports    

Update – Friday 27th.
As expected, Oracle USA stormed home to win the last race and the cup, and well done to them, and to everyone in the regatta.

However. A big word that, However it seems that emerging although unverified news is that that Oracle may have been using an illegal weapon, a “special foil adjuster system” that allowed then to gain control over their foiling. Time will tell and I would not want to pass judgement, but perhaps the changes made were not under the rules.

It is well recognised that Oracle was having serious foiling stability difficulties at the outset of the regatta and that their performance could not match that of ETNZ. Half way through the series it was acknowledged that Oracle had fitted an automatic control to their hydrofoil trim, and that this modification was approved by the measurement authorities.

Since this modification Oracle’s performance has almost unbelievably improved.

The ‘legality’ of this device has been justified and accepted on the basis that it does not actually ‘drive’ the trim of the foils…..this is still performed by the muscle power of the crew, via hydraulic linkages. That may be so, but the device, using its sensing and directives, has been described as ‘automatic’. This implies that the trim of the foils is determined by what can only be described as ‘superhuman’ technology.

So we shall see what passes, but it appears that the America’s Cup may once again end up in a court. New Zealand, as one of the top three least corrupt countries in the world, finds that breaking the rules is beyond the pale, and it would be far away from Team NZ’s culture to do so. However if Oracle USA are found out then this country will be horrified – and it would be seen as a major scandal with implications well beyond sport.

To draw out the business analogy, New Zealand companies in my observations, will tend to play by the rules when competing offshore, and many lose business as they are not aggressive enough to bend or break the rules. We do, I hazard, draw the line too early sometimes, and should be a lot less afraid of creating our own rules, within reason, where we can. But cheating? That’s not us, and we should promote trust-based ways of doing business through-out the world by the best way possible, through the success of our own companies.
End of update.

The moment I realised Emirates Team New Zealand was in trouble was when Oracle Team USA played their postponement card for Race 6, with the scores at 4 points to NZ and minus 1 to USA. That was the signal that Oracle USA was clear that they were slower than New Zealand, and that they had to radically improve.

“We feel they have an edge on us at the moment, especially upwind,” said Spithill. “We need to do a bit of work here and we’re going to play the card, strategically, and hopefully improve in time for the next race.”

How right he was. The time gave the shore team permission to design and implement major improvements, and over the ensuing days it was clear that the USA shore team were in afterburner mode, and the improvements in speed kept coming. Meanwhile the Oracle USA team’s sailors just kept getting better and better, to the point now, 12 races later and tied at 8 races each, including Oracles’ 2 point penalty, the Oracle boat is clearly faster in all modes, upwind and downwind.

How did this happen?

Team New Zealand ran an exemplary campaign, right up until the last few days when they ran out of resources. They were the first to foil, had the most time on the water, were the first to semi-foil upwind and had a clear advantage over all the other teams in crew work.

At 8 races to 1 ahead it seemed to many that the Americas Cup was all over, but for me two of those races we won by out-sailing a boat that looked a little faster than ours. Since then it’s become increasingly clear that the Oracle USA team had really woken up, and fuelled no doubt by a budget beyond belief, they took the steps, and perhaps risks, required to make their boat faster and faster.

Their boat was re-measured before each race, as they were improving it but also, it seems, customising it to the conditions. They, for example, they chopped the bowsprit off for races in high winds when a code zero sail was not required. They copied and improved upon the New Zealand boat design and the way the sailors handled the boat. As they became faster that gave their skipper and crew more confidence on the water, and results on the board.

We have heard little about what is happening behind the scenes, but I suspect that there a lot of the credit should go to the many smart people in front of computers, using video and sensor feeds to manipulate immense volumes of data, running major simulations and constantly improving things for the Oracle USA team.

New Zealand lost their chance to turn things around, their momentum and probably the regatta for me a few days ago, when they failed to ever play their postponement card. It was increasingly clear that the Oracle boat and crew were faster in all modes, but Team NZ were not prepared, or more likely able, to make the major changes required to keep up with Oracle. Was it money, team size or simply lack of creativity? Dean Barker’s quote from yesterday is telling, as he compared Team NZ with the Oracle USA team and their huge resources:

“We have little tweaks here and there, but there’s nothing major we can do. We don’t need to make massive changes. The boat is going well, we just need to sail it well.”

Team New Zealand had a clear advantage in their program of continuous improvement, but hats off to Oracle, who ran a poor campaign for many months, but got it together in the last few weeks. Their larger team and budget, more ambitious program and in the end high-performing team has delivered.

Take nothing away from either team, as this has been a stunning rate of development for boats that were never meant to be able to hydroplane on just one foil. The scale and speed of the races are right up there with Formula 1, and New Zealanders and New Zealand firms are across all of the teams and the competition itself. It’s been amazing, and the Wikipedia page on Hydrofoils does need some serious re-writing.

And we could still win, as I write this.

So this regatta must happen again, whether we win or lose, in some form or other, with radically fast boats like these. The great thing is that New Zealand technology will continue to play the key role in the regatta, as it has for this campaign for all teams.

The Lessons: be brave

As in business, it’s always been clear that in America’s Cup racing that standing still is not good enough to win, and companies must continuously improve their products, services and internal processes.

However sometimes that’s not enough, and a business can beheading in the wrong direction. In that case, as it when Oracle USA was heading for defeat, some major changes in strategy are required. The time to make these changes is as soon as you realise that the competitors have an advantage.

Arguably Team NZ needed to do the same a few races later, once it was clear Oracle UA was faster. That’s hard to do when you are one race away from winning, but, again, as in business, it’s all about the growth rates not the results today. That’s why the real competitors to watch out for are not the sleepy incumbents, but the rising stars whose growth rates will eventually lead to domination.

In the mobile phone industry the incumbent competitors, including Nokia, Blackberry, Motorola, and Microsoft, failed to change their approach radically enough to cope with the emergence of the iPhone, allowing Apple, Google and Samsung to dominate.

The newspaper industry had far longer to decide, with the very obvious rise first of free classified papers, and later of the internet-fuelled competitors like Trade Me in New Zealand and eBay and Craigslist elsewhere. It took a long time for them to wake up, and the only decent response I’ve seen was when an industry outsider, David Kirk as CEO of Fairfax Media, to buy up the major New Zealand online player, Trade Me. An inspired purchase that since then has delivered 22% annualised return to shareholders (Fairfax Media or not).

Oracle USA had essentially unlimited resources, and the same is required if a company is going to repurpose itself for a major strategic shift. Most large companies are simply incapable of doing so, with embedded bureaucracy, norms and people who believe in one version of the ecosystem. We sometimes see these companies forming internal innovation groups, but they generally fail as they are either staffed with people with the internal mindset, or are constrained by having to work for the same. A true shift in direction must be driven come from the top, who unleashes the folks at the very bottom who generally know the answer. This needs a strong CEO with the support of the board and shareholders. Sadly that support usually only comes when it is far too late, as the quarterly results have already plummeted.

There is a great Harvard Business School series of case studies on Team New Zealand’s earlier campaigns. The kiwi teams ran superb campaigns to win and hold the cup. The cases hold many valuable lessons in high performance leadership and teamwork, and in continuous improvement. This regatta demands a new case study.

Now the real race begins.

New Zealand has gained a lot from this  Americas Cup campaign, win or lose. The campaign was backed by our Government, and by a number of high profile sponsors. Less known is that behind the scenes were a number of high net worth individuals who put their own time, money and commitment into the team, receiving little in return. Our sincere thanks to them.

But the challenge now is whether we can we take advantage of our collective edge in understanding the technology behind this new dimension to sailing. From previous regattas we saw the formation or acceleration of companies like Southern Spars, Doyle NZ, Structurflex and a host of boat builders.

We have a chance to be the first to bring, somehow, the advanced technology back to more mainstream sailing as well as to other industries. Can a local firm become the first to bring semi-inflatable wing sails to the industry? Can we create computer-controlled rigs that can automatically find “the right mode” for yachts? Can we apply the hydrodynamics and aerodynamics lessons learned to bicycle building and other endeavours? Can we move beyond an elite sport to more mainstream products?

I suspect we can, and will certainly be looking closely for stories of companies who are doing so. Meanwhile we have a whole other race on here, the rce to meet Sir Paul Callghan’s vision of $40 billion per year in high tech driven exports. That’s a slower race, but the companies that will drive it are currently in formation and rapid growth stage.

Well done.

My congratulations to everyone involved – we’ve run an amazing campaign and as we head into tomorrow, win or lose, we can be proud of what we have achieved.

But let’s win – that would be much better.

A website with Attitude

Today saw the launch of AttitudeLive – a highly professional website by and for people living with disabilities. It’s the brainchild of Robyn Scott-Vincent, who with her team from Attitude TV have already transformed the way media portrays the sector.

Attitude TV and AttitudeLive bring the premise that they should be telling stories “for and about the disability community”. There are over 1,000 stories to see on the site, sourced from the AttitudeTV shows over the last few years.

AttitudeLive has global aspirations, and is addressing what they see as a large gap in a huge market. I’ve been a little involved in the process of putting this together (on a pro bono basis) and am watching with interest.

One thing the team has done very well is to work hard on accessibility, going well beyond the standard requirements to deliver something that works in practice, and is also up to date with the look and feel. That’s no mean trick. I’m sure they will have teething problems, but do consider checking them out next time you are considering design for all.

Reading Safety

Working safely, wherever you are, starts with identifying hazards. This is generally just before a job, more formally when planning a larger job or on a safety walk, or, ideally, just part of what you do day to day.

Those who have been through the recent earthquakes in Wellington are rapidly adopting, for example, the hazard recognition skills that Christchurch residents have also unfortunately had to acquire.

In industrial workplaces it’s common to use hazard report forms to capture hazards before a job or after observation. Here’s the result of a google image search: 

But what if 80% of  staff were not able to complete the hazard report form?

Sadly this is the case, at least for a sample of mainly frontline workers, predominantly from the manufacturing and warehousing industries. 

The survey was conducted by Workbase NZ, experts in workplace literacy. As part of the survey they asked workers to fill out their employer’s hazard identification forms. For a start 7% didn’t even attempt the task, while 19% failed to complete it, and 54% conveyed the essential ideas, but missed information and detail, and so the information could not be relied upon without further clarification. Just 20% completed the form properly.

Three quotes from the survey:

All industries’ workplace health and safety documents consistently used unfamiliar, specialist and formal vocabulary (e.g. spillage, adversely affected, orifices, designated place, eliminate).  This vocabulary caused difficulties for all employees.

Most employees (63% in the total sample and 73% in manufacturing and distribution companies) had limited knowledge and understanding of their company’s health and safety documents.

The 24% of employees with the lowest literacy skill levels could read basic texts but they did not know formal words such as: “sustain“; “maintenance“; “visible“; “appropriate: and unfamiliar words such as “horseplay” and “rough handling”.

A lot of these are ominously familiar. Next time you look at spreading your safety message (or other messages) throughout an organisation, it might pay to give Workbase a call.

(Disclaimer: Workbase were a workshop client in July 2013)

 

Punakaiki Fund announces IPO, lodges document with FMA

Today’s press release.

The Offer Documents are avaialble on the Punakaiki Fund website. They are lodged with the FMA and now visible on the Punakaiki Fund document page on the companies office website. 

Chris and I are going to be touring the country over the next few weeks – so look out for us. If you’d like me to speak to a group then please get in touch. I can talk about the fund, or about starting and growing businesses in general. 

Punakaiki Fund announces IPO to invest in emerging New Zealand technology companies

New company offers public access to early-stage private company investment

Auckland, 22nd August 2013 – Punakaiki Fund today registered its combined investment statement and prospectus (the “Offer Document”) for an initial public offering of ordinary shares, seeking to raise $20 million, with the ability to accept oversubscriptions of up to an additional $30 million, to invest in New Zealand’s vibrant internet and technology sectors.

The Offer Document can be downloaded at www.punakaikifund.co.nz

Punakaiki Fund intends to invest in early stage and emerging New Zealand internet, technology and design-led growth businesses, generally well before they reach the public markets.  The minimum investment for the offer is $2,000, making an investment in Punakaiki Fund accessible to a wide range of New Zealanders.

Lance Wiggs Capital Management (“LWCM”) will manage Punakaiki Fund’s investments.  Principals of LWCM, Lance Wiggs and Chris Humphreys, bring extensive experience of founding, investing and advising emerging technology, internet and design-based companies.

“We want Punakaiki Fund to be the investor of choice for founders of the next generation of innovation-led New Zealand companies,” says Lance Wiggs, a director of Punakaiki Fund, an early advisor to Trade Me and an investor in Vend. “We see ourselves as part of the start-up and growth stage business community, and we intend to work collaboratively with founders before, during and after investments. We expect to offer very fair and simple investment terms, and, like the greatest investors, are committed to investing for the long term and so are not looking for premature conversations about exit strategies.”

Punakaiki Fund has already received strong interest, with over 450 members of the public expressing an interest in investing over $7.7 million through the pre-registration website.

“We are confident in the number and quality of privately-held high growth companies in New Zealand. We also see that any well-diversified portfolio should have a mix of asset classes, and believe that Punakaiki Fund is essentially alone in this space for public investors,” said Lance Wiggs. “This is unashamedly a high risk, long term capital return investment category, and we are not offering short term dividend streams. We will aim to focus on investing where we can help founders and management teams steadily build toward the billion dollar businesses that the late Sir Paul Callaghan rightly identified that New Zealand needs.”

“The economic potential for New Zealand from innovation-based growth is exciting, and Punakaiki Fund aims to help accelerate that growth, and help write a new generation of business success stories”, says Wayne Hudson, one of Punakaiki Fund’s two independent directors.

Sandy Maier, also an independent director says, “Lance Wiggs and Chris Humphreys bring strong financial and business qualifications and experience, but, unusually, also have hands-on experience with early stage companies. Lance has been very actively involved as a founder, advisor and investor in the target internet, technology and design-led sectors, and his networks will drive Punakaiki Fund’s early investments.”

Punakaiki Fund has not sought assistance from the Government-backed Venture Investment Fund (NZVIF), with Wiggs adding, “We’ve therefore given ourselves the ability to operate far more effectively and simply, and see this as a strong competitive advantage when it comes to investing in what we think are the best companies.”

The offer will open for applications on the 30th August, or later if FMA extends the “consideration period”, and close on 2nd October. Investors must receive a copy of the Offer Document before subscribing under the offer.  After completion of the offer, Punakaiki Fund is not listing on the NZX, but will instead offer a share trading facility through Link Market Services. The directors note that there is no guarantee that a liquid market will be created through this facility. Potential investors are advised to read the Offer Document carefully before making any investment decision and to consult an authorised financial adviser for investment advice.  None of the persons named (nor any other person) guarantees the offer or the shares.

Merger and Acquisition led growth

One of the findings, back in 2001, from McKinsey’s Evergreen study, was that there are a niche of companies that successfully grew through making a series of acquisitions. We called them M&A-led-growth companies. (M&A stands for Mergers and Acquisitions)

There were a  few caveats.

Firstly, the pre-requisite was that the acquiring company was already a strong performer, doing the fundamentals of business well. The flip side of this was a clear result that lousy companies made for lousy acquirers. I’ve subsequently experienced this myself, and now observe that selling to a dysfunctional player should be considered an admission of defeat, lack of choice, or a purchase price that was well in excess of the value of the firm.

Secondly, the successful M&A-growth-led companies acquired a series of companies that were much smaller, and avoided trying to absorb companies near their own size. This made the shock of each acquisition to the acquirer much lower, and made the chances of integration much higher. 

Combined with the first point, it’s easy to see that giant mergers of lousy companies, such as US Air and American Airlines (rejected for now by authorities) are highly likely, almost certain even, to destroy value. 

Finally, companies that grew through M&A-led-growth became very good at the process of identifying, acquiring and merging the new businesses. We particularly saw that they were good at the post merger integration, and were able to capture the benefits of the merger quickly and well. 

It’s now 12 years later, and McKinsey has published M&A as competitive advantage, which is consistent with our results explores the topic further.:

In our experience, companies are more successful at M&A when they apply the same focus, consistency, and professionalism to it as they do to other critical disciplines.

This requires building four often-neglected institutional capabilities: engaging in M&A thematically, managing your reputation as an acquirer, confirming the strategic vision, and managing synergy targets across the M&A life cycle.

The four areas are worth exploring:

Engaging in M&A Thematically
The McKinsey authors suggest thinking ahead and agreeing what goals you are trying to achieve with M&A versus the overall company strategy. This of course means having a company strategy to begin with, and not (necessarily) reacting to an opportunity for the sake of it.

The best way that to form that M&A strategy, in my own experience, is to integrate potential M&A into the annual planning cycle. That work should highlight any key potential partners or M&A candidates in the agreed areas of focus and the team should prioritise a potential deal pipeline. The McKinsey article advises, and I agree, not to take on too many deals at once, to focus on a particular area and to gradually build the capability to absorb.

Managing your reputation as an acquirer

In the USA and other large economies investment banks often propose unsolicited deals to buyer and seller alike, seeking fees from the transaction. While these deals may sometimes be for the better, the acquiring company is not really in control. As a company gets better at being an acquirer, it can take control of the process of finding and absorbing companies.

Businesses that handle finding and absorbing acquisitions well can earn the right and reputation to be able to acquire more. These businesses build their internal M&A and post merger capability, and very clear about their own processed with target companies. I’ve seen this when dealing with potential US acquirers, and that well-defined process can make it much easier for the target company to prepare for, engage with and with go through with a deal or move on. Good dealmakers make sure that they are working as partners on the journey to a deal. One tip not in the article – make sure advisors on both sides are experienced at doing similar deals.

In one recent pair of acquisitions that I advised on we used similar term sheets and the same legal and accounting advisors for each deal. My own involvement was able to drop as the executive team gained experience from the first deal, and as the company grows their ability to find and execute more deals will become a real strength.

Confirm the strategic vision

An acquisition or merger opportunity is an invitation to journey together for ever, and that means each side better be very clear about that direction, and how each is helping. It should come as no surprise that open communication is a start, and in my mind there should be a two-way discussion which, if done well, may result in amending the overall strategy of the acquirer. If things are going to change a lot post merger, then it’s wise to work through this well before a deal is done and agree on the future vision together. Sorting this stuff out early, before the expensive legal and accounting details are done, is important, as those details can risk taking over the process. During the due diligence process make sure that as well as counting the beans and bits, to also check that the shared vision is attainable.

In my own experience the deals that worked most effectively were based on a shared future vision which was crafted together. Ideally the side I’m advising is doing most of the crafting, but it does needs to be based on genuine benefits to all parties. Once that shared vision is agreed, it’s much easier to have conversations about the value of the combination and the plans will be post merger.

Reassess Synergy Targets
Before signing a deal, you will have a fairly decent idea of how much extra value, or synergies, the combined entity will be able to create. The synergies are the magic that makes deals happen, as they allow each parties to receive more value than they pay. The buyer gets something that is worth more than they paid, and the seller receives more money than the company was worth as a stand alone.

So it’s important to agree on a post merger management plan up front, before the deal is done, to capture the synergies. However the article points out that it’s also important to be flexible as the post merger plan proceeds.

I’ve walked into several post merger situations, as a consultant, and, well, that’s not a good sign.  The worst mergers, in my experience, things like mandated head count reductions, enforced new business processes that are worse than the old ways and the inability to adapt as new information appears.

The best mergers do have a plan, but they also accept that plans change, that each company can learn from the other and that it might be best to let the newly merged teams work out their own way forward.

Overall

The latest McKinsey work is consistent with what we found 12 years ago. If you are considering either acquiring or merging with another firm, then do first look internally, and make sure you are in good enough shape to absorb the new business. Remember that trying to merge your way out of trouble will fail for you, and drag the other firm with you as well.

While it’s obvious that any seriously considered mergers should be justified by the synergies of the combination, that combination should also drive towards the overall mission and vision of your business. That means explicitly analysing how the new larger entity will deliver better outcomes for customers and end users, and not just the balance sheet and P&L.

On that note, for me, far too often mergers are justified on cost cutting relating to people, perhaps driven by individuals outside the company, or who have never been an employee in that situation. It’s a short term approach that invariably delivers worse outcomes for customers and end users, destroys morale and stifles any new developments from either side of the deal.

Instead genuine deal synergies and thus performance for shareholder comes from combining strengths of the companies rather than relying on cost cutting. Keep the staff, follow the shared vision together and expand more rapidly.

Being in New Zealand we will tend to look for potential acquisitions locally, but perhaps the best value is gained by  looking offshore, especially for companies that can accelerate routes to markets.

However you do it, for well-run companies M&A-led-growth can be an incredibly effective way to grow, and done well can create tremendous value for all parties.

(Cross-posted from LWCM)

Double Vision – the Z Energy Offer Documents

Writing and issuing a Prospectus and Investment Statement is hard. Every line, statement and inference needs to be checked, rechecked and verified. Every fact stated needs to be backed up by tangible evidence, and financial statements verified by auditors. The promotors and directors sign off on all of the documents, and given that some people that did so during the finance company heydays are now convicted and in custody, the standard of care is very high.

As a promotor and director both I will need to sign any Punakaiki Fund prospectus and investment statement, and so will the other directors and promotors. It would also need to be checked and rechecked by our legal advisors, design agency, insurers and auditors. Finally the Financial Markets Authority reserves up to 10 days to review the documents. They don’t “approve” any documents, but they can ask for changes and even stop proceedings if they are not happy.

So a lot goes on, and believe me it’s an involved, iterative, process. However the document just keeps getting better in the process, though it’s a constant frustration between being able to make things clear to investors (“You could lose all of your investment” in giant type on the first page) versus obeying the letter of the law (two pages of rigid boilerplate text).  In the spirit of lean start-up we are doing a considerable amount of the work internally, and the overall costs per dollar raised will be low versus what is normal for a fund like this.

So while we were a bit amused, most of all we really felt for the team at Z Energy when we saw this in their Investment Statement and Prospectus on July 25th:

By page 204 any reviewer is getting tired, and can be excused for thinking they saw double and moving on. And also the focus in the late stages of review is on looking at document the line by line rather than the overall picture. The other issue is that the words of these documents are generally reviewed in Microsoft Word with change tracking on, while the design is done in something like InDesign, which is not lawyer or change-tracking friendly. So I can see how it’s easy to miss.

The mistake is not misleading – just a bit repetitive. And I noticed today that things were fixed:

I have copies downloaded on the 25th and on the morning of the 26th of July, and they both contain the duplicates. Subscriptions to the IPO were officially opened on the 2nd of August, which is 5 working days after the 26th of July. I’m assuming that this was caught and that the FMA let the change happen (and fair enough), as the date on the prospectus is unchanged.  In theory you have to re-submit a changed prospectus, as some investors may have older copies, and probably wait the 5 day stand-down period again before accepting subscriptions. (The 5 day stand down period is for most offer documents extendable to 10 days, as the FMA can choose to extend their time to look at the documents).

So yes while this is amusing, it’s trivial in the scheme of things and I feel for the team behind the prospectus. I’m assuming that (if we do issue a Prospectus and Investment Statement – we are still “considering”) that we may have our own errors, despite our best endeavours to find them. Go easy on us.

Living forward

When I was young I thought it was normal that my grandparents’ (Edna and Grev Wiggs) house looked like ours. They had a few interesting items scattered about, but otherwise all the equipment and so forth was up to date.

As I grew older I increasingly understood that this was not normal. That Japanese doll-set in the cabinet was obtained on a visit there before anyone else realised what Japan was to become. The TV was the latest in a line that started with the first in the area. The kitchen that was my height was especially designed to be lower for my grandmother, who was just shy of 5 feet. My grandfather was jogging well before it was mainstream. And so on — they basically lived, and quite deliberately it seems, in the future.

This is something that we discussed as a family during the time between my grandfather’s passing and his funeral, and we found that this trait (along with other traits) is something that has passed through the family to the grandchildren. At least three of my generation are heavily afflicted with the need to live in the future, and I would not be surprised to see cousins Kim or Mikkel match or beat the score below.

>One bit of evidence is the three year old How Millennial are You quiz? Millennials are defined by Pew Research as those born after 1980. Times have changed since the survey in 2010, but I suspect that my answers would have been similar back then. I did bend the rules a little and count Twitter DMs as texts, but they are directly substitutable after all. I suspect most readers of this will also find themselves way across to the right.

For reference I was born just to the right of the red dot marked 33.

What does this mean?

  • It means that we can deliberately choose to live the life of people younger than ourselves, without sacrificing the benefits of being older.
  • It also means that people find it increasingly difficult to keep up with he new generations, as they age, which explains adoption curves by age. Some of my parents’ friends do not have computers, and never will despite another potential 25 years left to live.
  • It means that we should make sure that the leaders of our businesses and society include a good dose of people who are living in the future, whether they are older or younger, they need to be represented at the table.
  • It means that I don’t feel so bad about playing video games on my iPad. (One benefit of being older is higher income, which makes it easier for me to purchase the toys required to participate in the younger generation’s activities.)

The survey is already wildly out of date, just three years later. Where are the questions about videos and photo sharing and time-limited video and photo sharing? The assumption that a social media profile is a differentiator is almost (not quite) laughable, and video content is downloaded now. Even texting is gone if you and your friends have iPhones – it’s now iMessage, if not Whatsapp, Viber, Facebook or Twitter.

And where is music finding? And how or even if people commute or own a car?

But you already know that. I see you are already here in the future.

The standard you walk past is the standard you accept

From Z Energy’s investment statement and prospectus:

As part of Z’s commitment to the “Zero Harm Workplaces” programme I have pledged to take personal responsibility for health and safety as a vital part of my business.

That’s Z Energy Chief Executive Mike Bennetts. This stuff really does start at the top, and from that statement it seems that Z Energy gets it. The Chairman, Peter Griffiths, reinforces the message in his letter:

The safety of people, the protection of our environment and the safe operation of our company assets is at the forefront of our business.

It shows up on the forecourt, and I commend Z Energy for the switch to Hi Viz (and the quality of the photograph below.)

I worked for Mobil Oil in the first four years of my post-university career. When I was a territory manager (or Resale Marketing Representative) my job was to visit service stations in my region (the top third of the South Island) and advice businesses on how to improve things. When things got busy, and the deal wasn’t available, I’d join the team on the forecourt pumping gasoline and cleaning windscreens. It was pretty fun to see people react to a random guy in a suit cleaning their windscreen, but it send the primary message that service was everything and the customers come first.

That primary message has now changed, and in a similar situation I’d be asking myself whether I was inducted for the job (I was not), wearing the appropriate personal protective equipment (A suit is not hi viz) or made my self known to the others working on the site.

It sounds really quite ridiculous, but my own safety standards were cemented in the heart of several BHP Billiton plants, one of which was run by the GM who won the company-wide safety award while I was there.

There is a phrase that the safety industry has over-used: “The standard you walk past is the standard you accept“, but I realise now that this is what drives me to comment not only on safety matters, but also on businesses.

So if I don’t think something is acceptable in my role as a director, investor, employee, consultant, customer or just as a member of the public then I will generally call it out. We all should.

So here we go:

The standard I accept is that this man should be wearing gloves. He is in a plant, performing physical work, and damage to hands and fingers is one of the most common reasons for injury. Moreover the right gloves will give hime more grip and hence leverage, lowering the amount of force he is required to apply.

This man should be wearing gloves, and actually holding the handrail. Every site should have rules about stairs and handrails – you hold the handrail when on stairs. Now this chap is not on the stairs part, but the hand-hovering is perhaps a sign of compliance rather than belief. But the big giveaway again is the lack of gloves. Where handrail holding (not hovering) is the norm people wear gloves, as the handrails can be dirty, and you don’t want to collect the residue on your hands.

I note that these two photos may be of Refinery employees and not Z Energy employees – it’s not clear.

I’ve just been (note the past tense I hope) through the process of wriitng a prospectus. It’s ridiculously intense – every word, sentence and paragraph is scrutinised several times by a wide range of people. The people who sign the document (the executive and board) are exposing themselves to serious liabilities if things are wrong, and are also trying to sell the story as well as they can. Every photo gets looked at in the same way, and releases obtained for each.

On a journey

So it’s clear that the risks I identified are not seen as such within Z Energy. To be fair that is perfectly normal for this stage of their safety journey. It’s a journey as it is very hard to get people to change behaviour, and wearing gloves for tasks gets high resistance. It’s also hard because the leaders who set the standards need to be constantly improving their own personal standards.

How do you improve your standards?

1: Respond to a wake-up call

The worst way to improve safety standards is to go through what Fonterra is experiencing – a major health safety incident. The botulism scare is a near miss to a human catastrophe, and has created very real major economic and reputation damage.

However for Fonterra this is not the first time.

  • In 2008 a company that they owned 43% of in China, Sanlut, recalled over 10,000 tonnes of baby food after discovering dairy suppliers were adding a poison to milk – making an estimated 300,000 babies sick, and 6 fatalities. to    disaster and for that they need contact with other industries but I expect to see improvement over the years.

That should have been the wake up call.

  • In September 2012 “traces of 2-Cyanoguanidine” were found in some milk samples – apparently harmless.

That should have been the wake up call.

  • And recently a contaminated pipe was switched into a process potentially producing product that could spread botulism.

That should have been the wake up call.

The wake up calls need to be heard by The Board (all of them), CE and Management Team.

They should consider food safety at Fonterra as flight safety at an airline, and that food safety (along with farm safety and environmental outcomes) should be their number one priority, second to none.

It means being seen as visible leaders in safety, fronting up to the media, staff and suppliers as well as customers. It means accepting that safety is not just the responsibility of individuals, but of ensuring that systems and processes ensure that unsafe acts may not occur.

It means understanding the Organisational Factors, Task or Environmental Conditions , Individual or Team Actions, and Failed or Absent Defences. There is a reason those are capitalised as they come from one method to conduct the rot cause analysis work. Once the factors are identified, and there are always multiple factors in my experience, then the team needs to create and complete actions to ensure the risk is designed out.

2: Search for standards from other firms and industries

The second, and far better approach to lifting standards is to bring in people from other companies and industries. (If the government is telling you your standards are too low then you are a vast distance away from acceptable.) At more than one BHP Plant the General Manager bought in a Du Pont trained safety expert. Du Pont became safety leaders after their own wake up calls, though their Wikipedia article alleges they are still major polluters.

Bringing people with higher standards on to a site is an eye opener for the GM. If the GM’s standards improve, then when she goes on her walks then her managers standards will improve, and so forth. This is best communicated face to face and through modelling behaviour, and backed up by the more formal communications.

I’ve been new on to site quite a few times, and I see part of my job is to help people I am with to see the hazards, just as I rely heavily on them to do the same for me.  That goes from politely insisting people wear seatbelts (and explaining why), even if driving only a few hundred meters, to identifying potential fatal hazards and following them up the chain until they are dealt with. A good company will have an attitude that anyone can stop work, and a great one will stop a plant if they cannot perform acts safely.

3: Change the management team

This is the fastest and most effective approach to change a safety culture, and I’ve seen BHP Billiton use it very well. When things are heading in the wrong direction they will appoint a new GM. often very rapidly, and then help that person change the management team.

The new team resets the mandate for the plant to be safety first, and, yes, generally at the expense of production and short term shareholder value. However safety comes before production, as running an unsafe plant risks losing the license to operate. In Fonterra’s case the license to operate is access to markets like China and Russia for their products, consumer confidence worldwide and ultimately government stepping in to ensure safety.

The magical thing is that focussing on getting the safety systems and processes right ultimately results in increased production.

4: Be told what to do by the Government

This is a last resort, and signs of a business out of control.

The Government is helping the cause, with the release of the Workplace Health and Safety Reform work, part of which will increase director responsibility (though not enough to my mind). But as I said in passing above, the Government standards are a baseline only, and should be well below your own acceptable standards for health, safety and the environment.

Create a habit

At Mobil I was taught to pick up rubbish when I saw it on the forecourt (and sure, earlier on in life too). I found myself doing this again yesterday as I walked with the other board members of a company across a public area in front of their office. Now I don’t go around picking up rubbish every day, but it’s evidence that good habits stick around, and the more we can create better safety habits in our companies, the better the outcomes across society.

So I encourage the leaders of Fonterra, and indeed all companies, to call their peers at Z Energy, Air New Zealand and other companies who are ahead on the safety journey.

I encourage all leaders to install a blame-free culture, to systematically identify and fix hazards, and to empower everyone in the firm to place safety ahead of production and short term financial returns. Let’s make sure that each person gets home safely each night, can fly safely, eat safe food and improve the environment while they are at it.

Building up Auckland

A few years ago Auckland City was, to me and many others, a completely unliveable place. However over the last few years a critical mass of development, helped by a critical mass of people living downtown, has transformed the place. It’s now a fantastic place to live, and so I do so. I walk everywhere, my car gathers dust and the electricity bills are tiny versus the suburbs.

There are plenty of really cheap (and often nasty) apartments downtown, generally aimed at students, but what is missing are more places like the one I’m in: two- to four-bedroom medium or high density apartments with a reasonable amount of space and priced to sell.

For all the complaining about a housing crisis, there is plenty of downtown Auckland land nearby available to smart developers. But not if they think small, instead what’s needed are grand visions or large sized complexes that offer a range of options, from small and cheerful apartments for early careers, to large and comfortable family-sized apartments for older professionals. Let’s take advantage of the location and offer the best views in Auckland to some owners, and embed all owners in a walkable, liveable neighbourhood.

A few things happen when more people live in an area, as we’ve already seen. The shops and street life get a lot better, and so the city becomes even more attractive. The costs of transport go way down as people walk or ride to work rather than commute from the newest satellite suburb. This in turn frees up cars from the motorways, requiring less investment in roads. The average energy use per person falls, reducing costs and emissions. And the liveable area of the city extends to fill in the previous holes in the liveable map.

Think we don’t want this because we’re all hankering after our quarter acre? Think again – and come take a look, and listen, to the people who are living in Auckland today. We are a nation of immigrants, and of returned expats who embrace the city life. And I hate mowing lawns.

So where can we build?

In the map below I’ve highlighted a few potential areas.

Map of Auckland CBD brownfields sites

Let’s raze existing car park buildings around Fanshawe Street and put new car parks (if we keep them) under a huge residential or multi-use development. There is room for a mega tower there.

Let’s kick the less essential parts of the Port of Auckland off to the East, or to Tauranga, as it currently seems to consist of car storage only. And let’s replace those parked cars with high-quality apartments, limiting them to six stories high to protect the views behind.

Let’s find more ambition for Wynyard Quarter and build up, a lot higher, from 30 to 50 stories high, as we get away from the water. Imagine the iconic buildings we could create.

Let’s develop with high density quality apartment towers the area just off Nelson street that’s currently a warehouse and carpark.

And so on.

These are all brownfields sites – sites which are harder to build on than new land converted from farms at the outskirts of the city. However they also represent the best opportunity we have to build more residences for people at the lowest cost and highest quality. And the cityscape of Auckland is pretty lousy – so where is our ambition?

Where is the real estate developer that will take on a huge challenge?

Where is the local and national government that will move aside the bureaucratic mountains to help make this happen?

A new power company? No.

Out of the blue comes Budgie Power – a new power company with a clever “we’ll match the cheapest price in your region for a year” campaign.

Shame about the ever-churning home page though.

I wondered who this upstart was – so I clicked the “Meet Budgie” menu item, which really didn’t help:

On the other hand they do supply, as you are meant to, the company name. So as is normal for me, the next step is to go to the Companies Office via Coys.

But it seems this company does not actually exist – so I’m not sure this is within the rules now.

They did leave a PO Box on their contact-us page:

And a quick Google reveals this is a part of Bosco, a Mighty River Power retailer:

That’s backed up by a WhoIs search for the website (Bosco Power again) and leaves us asking the question – why?

  • Why is Mighty River Power, arguably the power company with the highest public profile right now after the IPO, using a quasi-hidden brand to sell cheap power?
  • Why hide it, but then make it easy to find?
  • And why not offer this price deal to all MRP customers?

At least one answer, to me, is “to allow us to create a new business away from the clutter of our legacy systems“, and that’s a very good answer. Another answer could be “to allow us to test a series of new deals and customer selling approaches” which is also valid. and the final answer could be – “we want to shift all of our retailing online over the next few years – and this is the first step.”

But of course the answer is also “Meridian’s Powershop is showing us up – we need to do something”. 

No matter the reason, more price-based competition is something we can all benefit from, but let’s not kid ourselves that this is a new entrant to the retail market.