I consult, write, and speak on running better technology businesses (tech firms and IT captives) and the things that make it possible: good governance behaviors (activist investing in IT), what matters most (results, not effort), how we organize (restructure from the technologically abstract to the business concrete), how we execute and manage (replacing industrial with professional), how we plan (debunking the myth of control), and how we pay the bills (capital-intensive financing and budgeting in an agile world). I am increasingly interested in robustness over optimization.

Sunday, March 31, 2019

Sometimes the Strategy is Buoy the Credit Rating

These drastic actions provide reassurance to creditors that big companies will do just about anything to keep their investment grade ratings.

FT Lex, US credit ratings: attack of the killer Bs

As a company grows, and the rate of its growth slows, it changes its capital structure. Early-stage capital is speculating on future cash flows, while later-stage capital has expectations of future cash flows. Growth is risk, so early stage capital is equity. Reliable cash flows stem from operational consistency, so later-stage capital tends to be debt.

Equity capital absorbs losses. Equity tolerates downturns, disappointments, failures, we-thought-it-would-work-but-it-didn't-quite-turn-out-that-way by losing value or disappearing entirely. The equity investor takes a risk that a scheme will turn out for the positive. If it does, the investor has a claim on success; if it does not, well, thanks for playing.

Debt capital is loss intolerant. An investor loans money with the expectation that the borrower can regularly pay the interest on the money borrowed and has means of making the lender whole on the principal. A business borrows against future cash flows from its business operations. The credit-worthiness of a business impacts the interest rate associated with its debt.

Stability of cash flows is a major factor in determining the credit rating. The more volatile the cash flows, the lower the rating, the higher the risk to the lender, the higher the interest rate on the debt. The higher the interest rate, the more future cash flows are pledged to debt service and the less cash there will be to distribute to equity owners and employees, and for the company to invest in itself. Because corporate debt is generally rolled-over - that is, bonds that mature are replaced by newly issued ones - a business must sustain its credit rating all the time.

To investors, equity capital is higher risk than debt. But to a company, debt is higher risk than equity. Suspend dividend payments and the company keeps on ticking; default on an interest payment or two and the company will be forced into bankruptcy and sold or liquidated.

Sadly for remaining shareholders, that means slashed dividends, M&A freezes and turning away from growth.

A company with a substantial debt load will prioritize servicing that debt above spending on opportunities that might help it to crawl out from under that debt, e.g., investing for growth. Cash flow is a contributing factor to keeping the credit rating above junk, which keeps the interest payments low and makes it economical to roll over. If the credit rating falls below investment grade, a lot of institutional buyers will not only have to sell the bonds they currently hold, they'll not be able to buy new bonds issued by the company, which makes the roll-over more expensive (fewer buyers == less demand == higher coupons). A challenged incumbent laden with excessive amounts of debt does not have the right capital structure to invest in itself because it is beholden to bond markets.

That seems like a paradox. Isn't this the very existential threat that leaders of incumbent companies are supposed to be responding to through inventive and innovative means? If the operating numbers tell us we're at a disadvantage, shouldn't we be addressing that disadvantage head-on through transformation, investment and acquisition?

The question here is: how existential is that operating disadvantage? Lex makes another very interesting observation:

The lessons? First, never underestimate institutional inertia. Second, big established companies have more resources and market power to weather a downturn. Bosses and bond investors should be grateful. A downgrade of a few notches to junk status would be devastating for them.

As long as credit rating agencies play ball, lenders will continue to lend at investment-grade interest rates and borrowers will have time to shore up cash flows through disposals, cuts, and efficiency drives. That lending can go on for a very long time.

The longer this lasts, the longer incumbents can use their financial resources to co-opt their upstart challengers. Not many start-ups have access to equity capital that is as patient or as deep as what bond markets offer to incumbents. And, because the market opportunity defined by the disruptors becomes crowded quickly (there are rarely barriers to entry, so a lot of copycats appear before too long), disruptors look for new ways to generate revenue. That creates the opportunity for incumbents to gradually do deals with new entrants to buy their assets, license their technology, take minority positions, or take outright control. All the while, as those start-up businesses mature they begin to resemble their legacy competitors. For example, Fintech firms are under increasing regulatory pressure, as well as applying for banking licenses.

An incumbent may be able to shape the future of its industry as convergence with rather than replacement by new entrants, through the startups ability to attract capital and the incumbent's ability to direct it. If that's a possibility, the start-ups represent less of a threat and more of a path of evolution for the incumbent: a new source of assets it is not able to originate but happy to put on its balance sheet (e.g., banks buying usurious loans made by P2P lenders); a new source of technology that makes its operations more efficient (banks licensing new lending technology to replace their own); financial exposure to the success of new products and services without risking volatility of the cash flows from operations (GM investing in Lyft). The incumbent can reap the benefits of change without needing to lead the change, all through exercising its market power and access to finance.

There are no guarantees that an incumbent can successfully execute any strategy, let alone a strategy of co-option. But betting on its strength - its financial resources and market power - is a safer course of action than doing a massive capital restructure through debt/equity swaps to finance a corporate re-invention.

Sometimes CEOs will concede that working for shareholders means working for bondholders first.

The Lex article serves as a stark reminder that companies are financial phenomenon first, operating phenomenon second. The type of capital invested determines the strategy a company pursues and the way it operates. It also reminds us that institutional inertia is a very powerful force in capital markets, where both incumbents and lossmaking startups have intractable dependencies.