Just like a quality of earnings (QofE), the use of operational diligence is growing in relevance and utilization. Identifying undisclosed risks pre-close is not about avoiding deals, rather it allows better clarity for the prospective private equity sponsor to negotiate well pre-close, and approach the deal with a more complete plan to address those issues post close. Identifying risks early in the diligence process is central to addressing those same issues before they achieve critical mass two or three years after closing.
Close your eyes. Imagine you are a football player, stepping onto the field during a crucial game. The stakes are high, and the pressure is immense. Your heart races with adrenaline as you take your position. You hear the thunderous cheers of the crowd. The energy is electrifying, and you are determined to give it your all.
But then, something strange happens. As the referee blows the whistle to start the play, you realize that you have no idea what the score is or how long you have been playing. The scoreboard is blank where the scores should be, and there’s no clock in sight to show how much time is left. You try to shake off the confusion and focus on the play ahead, but that nagging uncertainty lingers in the back of your mind.
Without knowing the score, you can’t gauge whether your team is winning or losing. You don’t know if you need to push harder and take risks to catch up, or if you should play it safe to maintain a lead. Every move becomes a gamble, and anxiety creeps in, making it difficult to think clearly and execute your plays effectively.
As the game progresses, you notice that your teammates are also affected by the lack of information. Some seem to be playing with a newfound sense of urgency, assuming that they must be behind. They take bold, reckless actions, hoping for a miracle comeback. Other players seem overly cautious, unwilling to take any chances, fearing they might jeopardize a potential lead.
The uncertainty takes a toll on team coordination too. Communication becomes fragmented, as each player tries to interpret the game’s situation based on their own observations. Without a common understanding of the score and remaining time, it’s challenging to work together seamlessly as a unit. The absence of critical information begins to impact your individual performance as well. You find it hard to focus on the task at hand, and doubt clouds your judgment. Your confidence wavers, and you become hesitant in your decision-making on the field. Your plays lack the usual precision and timing, and frustration mounts as mistakes start to pile up.
OK…you can open your eyes. Not fun, right? Yet, this is the situation so many business leaders put their workers in… no posted metrics, no start-up meetings, no daily review.
The story of the football game without a known score or remaining time serves as a powerful analogy for business owners. It underscores the importance of having access to real-time data, analytics, and insights to make well-informed decisions.
At The ProAction Group, we understand that success in business hinges on making informed decisions backed by data-driven insights. Our mission is to help organizations thrive by identifying operational improvements, mitigating risks, optimizing procurement, and maximizing revenue and profits. In a rapidly evolving market, the ability to adapt and stay ahead is paramount, and that requires having a finger on the pulse of your company’s performance.
Much like the football player needed to know the score and time remaining to devise an effective game plan, businesses must rely on key performance metrics to make strategic decisions, and managers use key performance indicators to set appropriate expectations on the floor. Our expertise lies in shedding light on the vital aspects of your business that might otherwise remain obscured. We provide the tools and insights needed to navigate confidently through the challenges, helping you stay agile and responsive.
Furthermore, we work with your team to establish clear benchmarks of success, guiding you on what to measure and how to interpret those metrics effectively.
Education is also an essential part of our approach. We believe that arming your team with the knowledge of these key metrics empowers them to act decisively and collaboratively towards shared goals. By keeping everyone on the same page and speaking the same language of success, we help nurture a culture of achievement and continuous improvement.
The analogy of playing blind on a football field underscores the importance of having the right information to succeed. With our assistance, you can navigate the complexities of your business’s operational challenges with a clear understanding of your performance metrics, enabling you to seize opportunities, mitigate risks, and propel your organization towards lasting success. Together, let’s bring clarity to your path, so you can achieve remarkable results and secure a winning position in the market. How can we help?
Gauging the stability of a business can be tricky. Strong financial performance, high profit margins, and healthy balance sheets can create the illusion of stability, but these indicators alone may be masking underlying risks and vulnerabilities. Believing your business is stable based only on these indicators can provide a false sense of security among business leadership and can lead to complacency on the shop floor. Success can hide risk.
Stability is the foundation of practically every production metric… cycle time, lead-time, OEE, fulfillment rate – all depend upon stability. A lack of basic stability prevents improvements from either taking place or being sustained – continuous improvement is impossible without a stable process. Add to that, the fact that we tend to tolerate poor performance in the absence of a squeaky wheel, and you find that no squeaky wheel is a signal worth investigating.
How should a business gauge stability? Many people (and lots of engineers) tend to mistakenly connect stability with a high quality rating or fulfillment rate, but stability is so much more than that. You first need to recognize that stability has three separate components – predictability, sustainable outcomes, and consistent processes, and you need to realize that stability requires all three.
Predictability: Let’s say a manufacturer can’t or doesn’t measure OEE for their processes – without it, no prediction can be made for the output and the process is unstable. Here’s another example – you talk with the CFO on the 25th of the month and they share that the company is on course to hit their plan for the month, but five days later you find they have missed the plan by 20%. Not predictable, not stable.
Sustainable Outcomes: A sustainable outcome is one that continues to meet customer demands – quality is high enough, fulfillment rates meet demand, and cost is low enough. If lead times for a company are growing, they may eventually start losing orders because of it, at which point it becomes an unsustainable outcome. Sustainable outcomes are the result of robust systems that can respond to ever-changing market, supply chain, and employment needs, to name a few.
Consistent Processes: Consider this – at the end of an operation, employees conduct a final visual inspection and box up the items. Each employee chooses the process they wish to use, and no employee has the same output as the others. But there’s one employee who was clearly inspecting and packaging twice as much product as anyone else, but because everyone could choose to do it their own way, the impact of any good work was negligible. If everyone were to follow the process used by the best operator, productivity would increase and production costs would be reduced.
If we’re all in agreement that predictability, sustainability, and consistency are the core requirements for stability, how does instability manifest itself in operations? Here are a few indicators of instability:
Efficiency and Productivity: An operation isn’t stable if the output changes each time there’s a change in employees, shift, production line, supervisor, or facility.
Quality Control: An operation isn’t stable if you have to sort the outcome, inspect quality into the product, or if you’re not tracking rework and scrap.
Cost Control: An operation isn’t stable if lead times are growing, parts are unavailable, or if absenteeism continues to be a problem.
Compliance and Regulation: An operation isn’t stable if a product (like a safety harness) fails to perform to specification, or if employees are at risk of injury.
Risk management: An operation isn’t stable if any of the following risk conditions go unaddressed –
- If your company is growing but your margins start to decrease when new products are added, or if you have anyone in management who doesn’t take off more than a day at a time, your operation is not stable (tribal knowledge risk)
- If you don’t have a thoughtful hedging strategy or a history of passing on pricing increases to customers, your operation is not stable (margin compression risk)
- If you don’t have alternate sources for your materials, or a secondary port of entry negotiated in your supply chain, or a disaster recovery plan, your operation is not stable (business interruption risk)
- If your Emod rate (or EMR) is above 1.00 or if you don’t know what your Emod rate is, your operation is not stable (safety risk)
- If your maintenance department spends more than 15% of their time on reactive maintenance, your operation is not stable (CAPEX risk)
- If you don’t know your churn/loss rate, or which of your customers are vulnerable, your operation is not stable (customer loyalty risk)
Perhaps the greatest benefit of stability (predictable processes) is the ability to scale and grow your business. When businesses have established and repeatable processes, they can more easily replicate and scale their operations. This is particularly important when expanding into new markets, introducing new products or services, or onboarding new employees.
At The ProAction Group, we help businesses create reliable processes. We work with leadership, management, and the employees on the floor to raise awareness for business stability and its connection to predictability, sustainable outcomes, and consistent processes. Verifying the presence of these components in your processes is the key to true business stability.
We are pleased to share that Kevin Hofert has been promoted to Vice President, Business Development and Sales Management. In this expanded role Kevin is primarily responsible for driving revenue growth, acquiring and retaining clients, and ensuring successful project delivery. Kevin will serve as a bridge between our consulting team and our clients, leveraging their expertise to build relationships and identify business opportunities that add value to client portfolios.
Kevin has over 28 years of business management, engineering, and leadership experience, and has a proven background in operations management, design engineering, and overall P&L leadership. His operating experience, engineering mindset, and the combination of his law degree and MBA, provides a unique perspective that will continue to inform his decisions and direction in this new role.
Prior to joining The ProAction Group, Kevin was CEO for a large, midwestern sign manufacturer where he collaborated with ownership and financial institutions to expand operations to 2 additional states, taking the business from $29M in 2016 to $56M in 2019. Throughout his career he has successfully integrated add-on business acquisitions and operational improvements, and has continuously managed a wide range of business risk reduction efforts. Earlier in his career, Kevin held the roles of VP of Engineering, Chief Engineer, and construction field manager.
Please join us in congratulating Kevin on his promotion and wishing him well in his new role.
Kevin has an MBA from Keller Graduate School of Management, BS in Civil Engineering from the University of Michigan, and Juris Doctor from the University of Illinois-Chicago Law School.
Risk is inherent in all business transactions, especially when acquiring a new platform. The PE world has long-standing tools and resources to address legal, environmental, financial, and customer concentration risks. Operational risks (business interruption, unplanned Capex, margin compression, physical safety, fragility, “the rabbit hole” …) are often left to the personal experience of the deal team and the operating partner. Add to that, the buyer has a short and diminishing timeframe to evaluate all these risks; a lot can go sideways, fast (or slow… some risks may not manifest in symptoms until year 2 or 3)!
Cue Kenny Rogers and the popular 1978 country song, “The Gambler” for inspiration on the importance of making wise decisions. The tune emphasizes the idea that in life (and money making), one must be able to assess situations, calculate risks and make informed choices to succeed. The tune’s broader message underlines the importance of timing, intuition, and strategic thinking in navigating uncertainties. That is all great and good, but a lot can boil down to luck without targeted assessments and resources. We can get beyond the Gambler as we become aware of undisclosed risks, gain acceptance that they are indeed real, and then take purposeful action to mitigate, manage and eliminate!
In the context of operational diligence, and navigating the stages of risk awareness, acceptance, and action, you’ll need an expert assessment to reveal what is really going on within the operations of a company, when perhaps the financials don’t indicate trouble. It’s easy to believe that a company with healthy EBITDA, a humming production line, and happy employees will promise big financial returns – until it doesn’t.
The potential for undisclosed risk justifies a comprehensive assessment of an organization. Financial, customer loyalty, environmental, legal, regulatory, IT, and HR diligences are ubiquitous today. These areas may not uncover margin compression, business interruption, unplanned Capex requirements and other operational issues.
The goal here of course is to identify the undisclosed risks that will impact the future performance and success of the target company. These risks are often hidden in plain sight and are often accepted with an unquestioning IIWII (“It-Is-What-It-Is”) attitude… such as that additional operation that takes place just before the order is shipped because no one has taken the time to identify the root cause and fix the error at its source. Here’s another risk, this one is late-stage, and this is a big one – when a company relies on a single supplier for its primary materials and hasn’t established an alternate supplier… they know their business is exposed to interruption risk, but they contentedly move forward, hoping things will continue to be OK. One recent seller explained how this risk was minor because they owned the drawings… when we asked to see one, they commented that the supplier keeps them. Wow. Hope is not a valid response, and we need to call this what it really is – denial.
In over 20 years of completing operational diligences, we have never killed a deal. We identify risks to create awareness, not to cause panic or worry about falling skies. We quantify the risk and estimate the effort and capital that are required to address the situation. While no investment is risk-free, accepting risk without a realistic and professional evaluation is a gamble with high stakes. Here’s a perfect example – the seller has built the business from the ground up and they know everything about the process. They have been involved from the beginning and everything runs smoothly because of their involvement in the daily processes. But what happens when the business is sold without evaluating this particular risk? The new owners will find it difficult or impossible to replicate the previous results because much of that success was due to the daily energy and expertise the previous owner brought to the business. The good news is, if we have 6 months or a year to institutionalize their knowledge, and we actively do so, the solution is inexpensive, non-invasive, and highly effective. In fact, in every case, the process to address the risk produces meaningful performance improvements. In EVERY case. If you wait to address risk – maybe next quarter, or next year, it will be more expensive, more invasive, and only partially effective by comparison. Which highlights the importance of acceptance. How often do people say, “I’ve been telling them about this problem for years, but no one listens to me!” When we accept that the risk as real, we can generate some data and bring clarity to the situation, and we can have years of meaningful improvement rather than years of loss.
The purpose of risk awareness, and recognizing risk acceptance, isn’t to walk away from the deal, but rather to create an action plan to manage, mitigate, or eliminate identified risks… to be well-prepared to handle the risks and challenges associated with the new company. This will involve collaboration with company leadership and management teams, legal advisors, and operational experts to ensure a comprehensive and well-executed risk management strategy. This may also require interim leadership resources to ensure that risk mitigation is executed properly.
With risk, it doesn’t have to be a gamble. It all boils down to having the wisdom to fully recognize the circumstances and plan an appropriate response. At The ProAction Group, we know where to look for risk. Whether they’re obvious, hidden in plain sight, or those late-stage risks that won’t fully present until Year 2 or 3 of your investment cycle. We find that having knowledge of what can go wrong and having an action plan to address it will ensure the best possible outcomes.
Who could forget the 1983 comedy drama, “Risky Business” starring Tom Cruise in his breakout role. Joel, the entrepreneurial title character, is plagued by unforeseen risks as he agrees to a less than transparent business plan to run a temporary brothel out of his parent’s home – all to pay for damage to his dad’s car. Well intentioned – though fraught with risk!
Tom Cruise may have learned a lesson from his risky behavior. The car in the lake became the least of his problems! In business and in real life the risks are often subtle and can even masquerade as harmless or irrelevant facts of life.
ADDRESSING RISK REQUIRES AWARENESS, ACCEPTANCE AND ACTION
Unrecognized risks do not get addressed. We can have sympathy for people and companies that suffer the consequences of something they truly didn’t know about. And that highlights an important point. Intention and ignorance do not protect us from harm. Sometimes the risk doesn’t show symptoms until late in the process.
Risks identified early can be mitigated, planned for, and addressed. On top of that, when addressing risky business early, the cure tends to be non-invasive, low cost and effective. The secondary, and often overlooked benefit is that eliminating risk will provide collateral benefit in seemingly unrelated areas.
When assessing operational risk, even during a pre-close due diligence, we search for early risk indicators, especially in the following areas:
- Margin Compression
- Business Interruption
- Unbudgeted Capital Expenditures
- Obstacles to Scalability / fragility
- Customer Loyalty / Attrition
- Sensitivity to economic headwinds / black swan events
- Over / Under Estimated Capacity
- The Rabbit Hole (resources are being applied energetically in an irrelevant or unactionable area)
If none of the risks above got your heart pumping, you may skip the rest of this post!
Examining risk is not just an exercise in avoiding pain or bad situations. A clever and practical assessment of the risks can expose costly surprises before the deal closes. Go in with your eyes open, your models accurate, and your value creation plan relevant.
And here is the punchline. In 20 years of conducting operational diligences, we have never killed a deal. Every risk, especially when identified early, has a solution… modest capital, some appropriate management attention, some one-time resources.
The second punch line… When done well, the inoculation to the risk provides its own ROI. Addressing margin compression leads to increased margins. Shoring up against business interruption risk will create new stability and increase capacity. Increasing worker safety will help you scale.
Have you ever gone to bed one night thinking about how you are preparing to exit a deal and wake up to the reality that you have to, essentially, start over? Margins are falling, quality issues popped up, a customer moved to a competitor. The trick here is not to avoid unforeseen headwinds, or to avoid change. The answer is to prepare to handle change. We know more black swan events will come, and the vaccination is healthy, good, and available.
The ProAction Group has a team of professionals ready to turn on the proverbial flashlight… and venture into the dark spaces to provide knowledge of risks that are actionable and almost always – solvable.
Dungeons and Dragons was the first game to bring the concept of character leveling to the mainstream market. When you level up, you gain experience points and advance to higher levels within a game. Leveling up is the primary way to measure progress and success within the game, and it’s a helpful concept in M&A as well.
Leveling up isn’t just a way to measure progress, it’s also a way for your company to compete where there’s more risk and higher margins – and that translates to better returns when you’re successful. As experts in Operational Diligence, we have some ideas about leveling up through pre-close and post-close activities.
Level 1 – Basic Level of Play
This is where all activity starts – with pre-close diligence activities. The deal team is looking for risks and operational improvements, and may call on industry leaders for additional insight. Once the deal is won, the Management team is relied upon to develop the value creation plan to realize the investment thesis, and the deal team takes on a new role as the corporate development team.
At this level of engagement, the risk of post-close negative surprises is very high. Had these negative surprises been called-out earlier by Operational Diligence experts, they would have been part of the value creation plan and likely would have lowered the cost of the deal.
The Basic Level of Play leverages the experience of the deal team and any industry leaders they bring in. It is low cost, but will not consistently uncover undisclosed risks and latent value.
Level 5 – Significant Skill Set of Play
A level 5 is generally achieved by a player who has progressed beyond the beginner stages of the game. Level 5 may represent a significant milestone, allowing the player to unlock new abilities, access new areas or questlines, or face tougher challenges. In our work, Level 5 PEGs often have an Operating Partner or an external resource like The ProAction Group for pre-close activities. The ops leader works alongside the deal team and looks for hidden risks and operational gains to get ahead of plan and to fuel the value creation plan. We/they may identify dozens of areas for operational improvement, yet provide the one insight that implementing one single improvement post-close could provide significant scores for the team and begin the momentum for extreme value creation.
This elevated level of play brings focused and experienced attention to the process, identifying risks that the seller may not have disclosed (or even known about) as well as providing fodder for the value creation planning process.
Level 10 – Effort, Strategy, and High Scores
Players who reach the higher levels in the game get amazing skills and can fight dragons, take castles, and save the distressed! For the gamer, this is endlessly interesting and exciting. They get to explore the potential of their character and take over the world!
In our real world of M&A, achieving this level allows us to go into a deal with our eyes open, our models accurate, and with a value creation plan that is clever, practical and designed to drive a real win. We are in a position to truly explore and tap the full potential of the platform.
This level often means using an Operating Partner with subject matter expertise for both pre-close and post-close activities – the “been there done that” for several businesses in the target’s vertical. High achievers in pre-close Operational Diligence will:
- Calculate Capacity – as currently run, and with improvements in place.
- Recast Inventory required to run the business (this is the canary in the coalmine…)
- Segment SKU/service, Customer, and Inventory profitability.
- Test for numerous risks that would show up in year 2 or 3 if not addressed early.
- Recast CAPEX requirements.
- Benchmark sourcing rates and costs.
- Develop a detailed financial model integrating the addressed risks and operational improvements.
Operating as a Level 10 pre-close also entitles you to bonus play – and post-close magic:
- Integrate financial model and budgets into expectations for the leadership team.
- Develop a full value stream and/or process map to expose any additional opportunities and risks. Understand how the money is made, how to satisfy demand, and how to operate the company among the sponsor, the leadership team, the management team, and the operator expectations. (This step might bring you to level 15 on its own!)
- Conduct a formal value creation working session to address identified risks and opportunities.
Don’t we all want to play at Level 10 and access the magical post-close play? At The ProAction Group we bring Level 10 from day one.
We can implement changes that will get you ahead of plan in the short term, development containment plans to manage risk, stage, and stagger operational improvements based on ROI, confidence, time required, and bandwidth. We’ll show you how to leverage your opportunities to address risks and improve performance, while developing new leaders and a problem-solving culture.
Contact us today to Level Up – right to the bonus round.
Overall, validating data related to operational efficiency requires a systematic approach to collecting and analyzing data, as well as an understanding of the key drivers of efficiency in the specific industry and company. By validating data in this way, companies can identify areas for improvement and implement targeted strategies to increase their efficiency and profitability. This information is valuable to have for a buyer of an organization and invaluable to help steer opportunities for improvement post-close.
Having tools to validate data is important. Equally important is having a deep talent bench with experience in specific verticals who know how to uncover improvement opportunities, as illustrated by two of our recent engagements:
DISCOVERING AN UNDERESTIMATED CAPACITY
The ProAction Group was retained by the buyer to conduct an operational diligence on a co-manufacturing company. The CIM stated the company was operating at 80% capacity, with plans to expand the facility and add additional equipment. Upon our analysis of the operational data and observations at the facility, we calculated that operating capacity was closer to 40%! This discovery dramatically influenced our client’s CAPEX plans and shifted their margin projections due to overhead absorption and labor utilization improvements.
WE’VE GOT A 2-FER!
Our client was challenged to keep up with their 10X growth in SKU’s. Although inventory was growing, they were also missing out on sales opportunities. As a result of our DeepView Turn & Earn analysis, we were able to identify and segment their product demand patterns. The data and analysis revealed they had two businesses under one roof – a low-mix/high-volume business, as well as a high-mix/low-volume business. Continuing to operate the company as a one-size fits all process model was the culprit. Our recommendation to run each of these two businesses differently resulted in dramatic reductions to inventory, elimation of lost sales and an immediate increase in EBITDA of 18%.
We can assist you in identifying and planning for operational efficiencies, often leading to big gains.
The ProAction Group provides industry leading transparency and clarity around data generation and validation where data may not be available.
Our operational diligences highlight potential negative surprises and provide post-close value creation strategies, with suggested implementation plans, management guidance, and interim leadership as needed. We bring the plan to eliminate, manage or mitigate the risk.
We help you to say yes to the deal, with your eyes open.
We eliminate the ability for secrets to exist, as we are taking the time to truly understand operationally what is going on. All this helps our PE clients and management teams in a smooth transition post-close.