Showing posts with label mergers. Show all posts
Showing posts with label mergers. Show all posts

Wednesday, January 4, 2017

Corporate America's Failures and Why the Economy Isn't Growing

Gallup, known for its polling business, also has a blog on its website.  In a recent posting, Jim Clifton, the Chairman and CEO of Gallup discussed why Corporate America is failing.  Let's look at what he had to say:

"Companies are failing to grow organically. CEOs talk a big customer game and then go back to their offices, acquire their competitors and lower prices. 

Shockingly, boards of directors encourage this.

Acquisitions are the current growth strategy of Forbes Global 2000 companies. As a result, the number of publicly listed companies traded on U.S. exchanges has been cut in half in the past 20 years -- from about 7,300 to 3,700.

According to the World Bank, the number of listed companies on all global exchanges -- currently 44,000 -- has flatlined since 2006, with a recent two-year decline.

The herd is getting pretty small. At some point, this acquisition strategy hits a wall. It makes you wonder how long we'll need the New York Stock Exchange and Nasdaq.”

Here is a graphic from Bloomberg showing how the number of publicly listed companies in the United States has changed since 1975:


A 2015 paper by Craig Doidge, G. Andrew Karolyi and Rene M Stulz looks at what they term the "listing gap".  They note that the listings per capita has also fallen from 30 listings per million Americans in 1996 (when the number of U.S. listed companies peaked) to only 13 listings per million Americans in 2012, a decline of 56 percent.  Companies delist from stock exchanges for one of three reasons:

1.) as a result of a merger
2.) as a result of being forced to delist
3.) as a result of voluntarily delisting (i.e. going private)

The authors' analysis suggests that missing new listings explain 54 percent of the listing gap while delistings explain 46 percent of the listing gap.  From 1997 to 2012, the United States had 8327 delists in total of which 4957 were due to mergers.  If the U.S. merger rate over the period from 1997 to 2012 had been the same as the average from 1975 to 1996, the United States would have had 1655 fewer delistings.  Had the United States retained the same historical merger rate as in the years from 1975 to 1996 and the same number of delistings for cause, the United States would have gained back almost 45 percent of the listings it lost in the post-peak period.

A rising number of mergers appears to be the key to the issue.  Rather than innovate, companies expand their market share by getting rid of their competitors.  By getting rid of competition, they can raise prices on their existing product lines, with the ultimate hope of boosting their profits by eliminating their competitors.  Unfortunately, mergers tend to result in "corporate realignments", in other words, staff cuts, office and factory closures etcetera.  The biggest upside, however, is found in the small print in most annual reports.  Named Executive Officers generally have post-merger compensation packages that result in massive payouts of cash (generally multiples of their base salaries) as well as immediate vesting of stock options and performance benefits.

Let's look at an example.  Back on April 25, 2014, Microsoft acquired substantially all of Nokia Corporation's stock for a total purchase price of $9.442 billion as shown here:


At the time of the acquisition, Microsoft hired 25000 Nokia employees as part of its business plan.

Despite that, Microsoft declared the true value of the intangible assets that they acquired:


In Q4 2015, Microsoft recorded $7.5 billion worth of goodwill and asset impairment charges related to their Phone Hardware business (i.e. the Nokia acquisition).  In addition, they cut 788 jobs in an attempt to "refocus its phone efforts".  In May 2016, Microsoft gutted its phone business, laying off a further 1850 workers and writing down an additional $950 million.  In July 2016, Microsoft announced that it would cut an additional 2850 workers, mainly in its smartphone hardware business and global sales unit.  So much for that acquisition!

In November 2015, I posted at article on total factor productivity (TFP).  TFP is defined as... 

"…the portion of economic output that is not explained by the amount of inputs used in production.  As such, its level is determined by how efficiently and intensely inputs are used in production.  

In its simplest terms, total factor productivity can be thought of how technologically dynamic an economy is or the rate of technical change in an economy.  TFP plays a very important role in economic fluctuation and economic growth and is strongly correlated with output and hours worked.  A large portion of TFP growth is created by innovations that have significant implications for the business cycle.

Here is a graph showing how total factor productivity has grown on a year-over-year basis since 1990:


According to the Conference Board Total Economic Database, TFP in the United States is far below trends seen in the early 2000s:


Perhaps it is the lack of technological dynamics that has resulted in Corporate America choosing to merge rather than innovate.

Let's close with an addition quote from Jim Clifton’s blog posting:

"Gallup analytics find most companies can double their revenue by simply selling more to their existing customer base. There are tens of millions of dollars of lost growth opportunities in single customers, let alone hundreds of millions of dollars throughout your customer base.

Note to boards of directors: Rather than pay unrecoverably high prices for acquisitions, Gallup recommends that all our clients immediately implement a hardworking, authentic organic growth strategy -- one that requires a comparatively tiny investment."


Organic corporate growth is what contributes to a healthy and growing economy.  As we can see in the Microsoft - Nokia debacle, mergers and acquisitions create nothing and ultimately result in a shrinking contribution to the global and domestic economies.

Wednesday, November 23, 2016

The Impact of Corporate Concentration in America

The potential $85.4 billion AT&T - Time Warner merger will create a media/communications colossus that, if history repeats itself, will provide no benefit to American consumers.   A brief issued by the Council of Economic Advisors in April 2016 looks at the benefits of competition to the U.S. economy and, in particular, to consumers and workers and how this key component of a "free marketplace" is in decline.

It's pretty much a given that increased competition in a marketplace results in significant economic benefits as firms are forced to do three things:

1.) keep price increases at palatable levels 

2.) deliver higher quality products

3.) deliver innovative products

By doing these three things, firms generate economic growth and a higher living standard because the marketplace forces firms to compete for workers, raising the price of labor.

Where there is little competition (or a monopoly), firms can use their market power to raise prices and lower quality or, even worse, block entry to the marketplace by potential competitors.  In addition, where monopolies exist, firms are less likely to pursue cost reductions.  If we want to see some relatively modern examples, we can look at he former Soviet Union and its satellite states where a few state-owned companies dominated the marketplace, bringing us such quality products as the Lada, Yugo and Skoda brands of vehicles.  Microsoft is a recent American example of what happens when a technology company uses its power to control the PC operating system marketplace; by flexing its corporate muscle, it prevented the development and adoption of non-Microsoft browsers and the wide adoption of alternate operating systems by hardware manufacturers.

Sadly, history has shown that the presence of a significant number of competitors in a given marketplace sometimes does little to ensure competition.  In the case of the world's largest manufacturers of liquid crystal displays (LCDs), the ubiquitous product found in computer monitors, televisions and laptop computers, companies conspired to price fix inputs that directly affected the prices of LCDs.   According to the Department of Justice, during the four years that the conspiring corporations met to coordinate product pricing, the average margin per panel was $53 higher than it would have been otherwise.  While this may seem insignificant, it added up to more than $2 billion that was transferred from the wallets of American consumers to the "pockets" of the corporations involved.

With that background on the importance of competition, let's look at the current state of competition in the United States.  Let's start by looking at a table which shows the change in market concentration by economic sector between 1997 and 2012 for key industries and its impact on revenue:


The majority of key industries have seen the share of revenue earned by the 50 largest firms in the industry rise between 1997 and 2012, in some cases, by a significant amount.  For example, the national loan market share of the top ten banks rose from 30 percent in 1980 to 50 percent in 2010 and the deposit market share of the top ten banks rose from 20 percent to almost 50 percent over the same period.  Using the Herfindahl-Hirschman Index (HHI) which is defined as:

"A measure of market concentration that is created by summing up the squared shares of firms in a market. Higher values of the HHI indicate higher market concentration; it can be close to zero when a market is comprised of a large number of firms of small size and reaches a maximum of 10,000 when a market is controlled by a single firm."

...we can see how two industries have seen very significant concentration.  Between the early 1990s and 2006, the HHI for hospital markets increased by 50 percent to 3200 (the equivalent of just three equal-sized competitors in a market) and the HHI for wireless providers in a market rose from under 2500 in 2004 to over 3000 ten years later.  This shows us how dangerous concentration can become to consumers.

Here is a graph that shows one reason why there is decreasing competition in the U.S. marketplace, a drop in firm entry rates to the point where firm entry rates now equal firm exit rates:


Obviously, the dynamics of the American business marketplace have become rather subdued as the years have passed.  The reasons for declining firm entry rates are not clear however, they could be related to an increase of government legislation, marketplace advantages that exist for incumbent firms but not for new companies (i.e. economies of scale that allow larger firms to produce for less) and government lobbying by existing companies that protects them from competition.

There is one key additional factor that may be contributing to reduced competition; mergers and acquisitions.  As I noted in the opening of this posting, the upcoming AT&T - Time Warner merger will create a media/communications giant that will, no doubt, impact consumers and employees.   In 2015 alone, global mergers surpassed $5 trillion in value with $2.5 trillion of that in the United States, the largest transaction year on record.  Globally, deals larger than $10 billion in size account for 37 percent of global takeover values, up from  an average of 21 percent for the last five years.  Here is a graphic which shows the proportion of mergers with a value of greater than $1 billion between 2000 and 2014 (blue line):


The proportion of billion dollar plus mergers has more than doubled over the past decade and a half.  As well, the red line shows the percentage of these mergers that were subjected to investigations by antitrust authorities; this too has risen from around 25 percent in 2000 to nearly 50 percent in 2014.

The increase in corporate concentration has had one good impact; as shown on this graphic, the return on invested capital for the largest publicly-traded, non financial American firms (i.e. the 90th percentile) is now more than five times the median compared to just two times the median in the 1990s:


Obviously, one has to wonder what impact this increase in concentration has had on the American economy since the end of the Great Recession.  Even though corporate profits hit record levels, there is no doubt that economic growth is stagnant, wages are stagnant and productivity is stagnant.  

The authors of the report close with these statements which illuminates the problem facing the U.S. economy:


"Recent indicators suggest that many industries may be becoming more concentrated, that new firm entry is declining, and that some firms are generating returns that are greatly in excess of historical standards. In addition, the dollar volume of merger and acquisition activity is at record levels....Free markets have the potential to provide great improvements in living standards, channeling resources to productive uses and providing consumers with quality and choices. Sometimes, though, abuses of market power by firms can undermine many of these potential benefits. As this issue brief demonstrates, competition between firms can generate many benefits to consumers, workers, and small businesses. Yet, as this brief also discusses, some indicators suggest there is more market concentration, higher profits for a few firms, and declining entry, all of which could result from less competition." (my bold)