Читать книгу Applied Mergers and Acquisitions - Robert F. Bruner - Страница 96

The bottom-up approach is essentially a hunt for interesting anomalies. This can be surveyed in two ways: where to research and how. Research must be governed by the rule, “Stay close to facts.” This means relying on one’s primary research over that of secondary intermediaries who might predigest data, and seeking instead to absorb unrefined information. Business development analysts rely on sources as diverse as these: store visits, conferences and conventions, newspaper want ads, trade magazines and newsletters, focus group responses, and so on. Each industry segment has its special surveys and pools of interesting data. Rumors and word-of-mouth reports of the sort that your firm’s field representatives will hear are valuable to the extent that they come directly from a credible source. Annual reports and SEC filings of peer firms, customers, and suppliers offer detailed financial insights.

The task of listening to firms and industries is to find valuable exceptions to the standard order of things. Graphs and frameworks of industry positioning, such as those outlined in Chapter 6, are useful ways of identifying gaps in markets and the firm’s stance relative to other players. Focusing strictly on the firm, one can look for exceptions by functional area:

 Sales and marketing. Look for changes in the positioning of products in stores, specifically the number of “facings” of a product on store shelves, the use of coupons and discounts, and other special promotions. Significant changes in advertising content, placement, and amount may signal a change in strategy. A surge in want ads for field representatives or word of layoffs could also signal a change in the reliance on alternative channels of distribution. The word-of-mouth reputation of a product, particularly if it is new, might indicate promising growth opportunities for the company.

 R&D. Patent filings, solicitation of product test sites, and new product announcements convey information about a firm’s research and development (R&D) capabilities, and may become the seed of an important economic anomaly.

 Manufacturing. Want ads or announcements of layoffs, major plant construction, plant closings, or land purchases may convey interesting anomalies relative to the general perception about a firm’s ongoing volume of business. Collective bargaining agreements that vary markedly from standard industry practice may constitute interesting exceptions.

 Finance. Exceptional increases or decreases in earnings, dividends or cash flow, major new issues or repurchases of debt or equity, and major capital expenditures warrant closer scrutiny. Securities analysts may issue surprising revisions in their recommendations about the target’s debt or equity. A comparative analysis of financial ratios and valuation multiples may suggest that a firm deviates from industry practice in important ways.