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bcCompiler:Reviewer:Retail Co.Created:August 26,1999Copyright 1998 Bain&Company,Inc.Seva RozanovThomas Shannon1RetailCo2BackgroundApproachConclusionImplementationResultsAgendaAgenda2RetailCo2 Retail Co is$10+B“speciality retail”conglomerate whose financial Retail Co is$10+B“speciality retail”conglomerate whose financial performance has deteriorated since 1990performance has deteriorated since 1990BackgroundBackground3RetailCo2Achieve top quartile performance-market/book value:2.8x-return on equity:17-18%-annual earnings growth:10-12%Divest businesses that are poor fitsPrepare the company to weather challenging industry conditionsCreate a compelling vision and growth strategyFinancial ObjectivesFinancial ObjectivesStrategic ObjectivesStrategic ObjectivesBackgroundBackgroundRetail Co ObjectivesRetail Co Objectives4RetailCo2AgendaAgendaBackgroundApproachConclusionImplementationResults5RetailCo2Define the characteristics of a successful strategy Develop a range of viable strategic alternativesAssess and prioritise the strategic alternativesBuild consensus around the preferred strategyFully quantify the impact of appropriate action stepsGain final approvalLaunch implementationApproachApproach6RetailCo2Components of Successful StrategyComponents of Successful StrategyDoable:Doable:Evolves from current business mixFits Retail Cos core competenciesIs fundableDevelops significant competitive advantagesCapitalizes on the volatility of retail cyclesUnderstandable:Understandable:Communicates a clear and compelling approach to the businessWill be fully valued by analysts and shareholdersDesirable:Desirable:Creates clear economic value and top-quartile financial resultsbuilds a portfolio of high-potential businessesmakes business units more valuable to Retail Co than to othersAvoid excessive layers,overheads,and decision processesIs attractive to key managers in targeted businesses and functionsApproachApproach7RetailCo2 Market sizeMarket growthSegment returnsSegment profitability trendsCompetitive intensitySupplier powerSegment stabilityMarket AttractivenessMarket AttractivenessMarket shareMarket share trendGeographic coverageCurrent profitability/EVAEarnings trendManagement teamRetail brand equityInfrastructure and systemsCustomer value propositionStrategic PositionStrategic PositionCorporate experience,skills,and valuesCorporate functional supportCorporate portfolio developmentCross-divisional sharingFitFitRetail Co businesses were evaluated along three groups Retail Co businesses were evaluated along three groups of criteriaof criteriaApproachApproachRevising the Mix of BusinessesRevising the Mix of Businesses8RetailCo2Fact BaseFact BaseHow structurally attractive is this market segment?(projected)industry sizeindustry growthindustry profitabilitycompetitive intensitybuyer concentration/powersupplier concentration/powercommitted capital requirementsstage in market evolutionacquisition opportunitiesHow does the stock market value this segment?industry volatilitymarket valuation multiple and timingvalue transparency to stock marketDo we have a strong position today?market share(local/regional)market share growth trendsprofitabilityrelative cost positionbrand equitycondition of assetsDo we have the key success factors to achieve a strong position tomorrow?(or can we acquire/build them)functional process capabilitiescost structurenew product/concept developmenthuman resources/people skillscapital resourcesHow does this business fit with other Retail Co divisions and capabilities?cash flow generations/requirementscommon functional processescommon customer profileslinkage to central resourcesunique people skillsThe five questions approach was used to build fact base The five questions approach was used to build fact base on every business of Retail Coon every business of Retail CoApproachApproach9RetailCo2AgendaAgendaBackgroundApproachConclusionImplementationResults10RetailCo2Business Unit Evaluations(1 of 2)Business Unit Evaluations(1 of 2)DivisionDivisionConclusionConclusionStrategic Strategic PositionPositionMarket Market AttractivenessAttractivenessFitFitNorthLarge market ready for consolidation,good profitability,very strong positionHollandLarge potential market with opportunity to boost growth and profitability through acquisitions and improved operating efficiencyItalyRapidly growing channel with high returns.Need to invest to capture market share and improve operating efficiencyHong KongLarge overall market with slow growth.Cash provider capable of funding growth businessesLuxembourgReevaluate growth plans.Economies of scale not yet achieved but segment extremely profitableConclusionConclusion11RetailCo2Business Unit Evaluations(2 of 2)Business Unit Evaluations(2 of 2)BritainModerate size segment with good profitability but strong competition;declining market share,low relative operating marginsIrelandDeclining market segment,poor position,little opportunity for sale,potential for savings by folding into Hong KongFranceOvercapacity in segment,losing market share,below average profitabilitySwedenLarge overall market but requires substantial investment to develop new products and achieve scale to improve cost position;business has poor fit with Retail Co skillsSpainSmall segment,low growth,high volatility,and seasonalityDivisionDivisionConclusionConclusionStrategic Strategic PositionPositionMarket Market AttractivenessAttractivenessFitFitConclusionConclusion12RetailCo2Business Unit RecommendationsBusiness Unit Recommendations DivisionDivisionStrategic Strategic PositionPositionMarket Market AttractivenessAttractivenessFitFitGrowGrow(Spin Off)(Spin Off)North*HollandItalyHong KongLuxembourgHoldHold Britain DivestDivest Ireland France Sweden Spain *SpinOffConclusionConclusion13RetailCo2Strategic AlternativesStrategic Alternatives Long-term Long-term vision:vision:Corporate Corporate profile:profile:The leader in selected business lineschain drugapparelfootwearhometoysBusiness line competenciesCost and experience sharing in the groupsAcquisitions to achieve business line dominanceGroup-based organisationA balanced portfolio of speciality retailersResource allocation competenciesLean corporate structureDecentralised managementGrow and keep successful businesses.Divest the unsuccessfulA leading developer of targeted growth-stage retailersSelection and expansion competenciesCorporate expertise in critical growth functionsbusiness development(R&D and research)real estatesystemslogisticsCost and experience sharing in key activities across all businessesAcquire and grow promising concepts.Divest when value-added peaksConclusionConclusionGroup SpecialistRetail ConglomeratesGrowth-stage greenhouse(Retail Co.“Classic”)14RetailCo2Revise the mix of businesses in the portfolio-allow North to pursue an independent strategy-sell France,Spain and Sweden at the right price and timeEnsure remaining businesses address the most important strategic issues-establish clear strategies for growth businesses(Holland,Luxembourg,Hong Kong,Italy)-finalise turnaround plans for businesses which cant be sold at reasonable prices-take write-offs as requiredConsider acquisitionsReduce corporate expensesAdd value to the businesses in the portfolio-build R&D capabilities-leverage costs-upgrade the organisationConclusionConclusionAction RecommendationsAction Recommendations15RetailCo2Chain drug industry is consolidatingeconomies of scale in systems investmentsrelationships with third-party payersAn independent North generates significantly more shareholder value as it participates in the evolution of the industryNorth makes minimal use of corporate functions;there is little cost-sharing among North and the other divisionsMarket timing is attractiveNorths value is not being fully recognized in the marketplaceConclusionConclusionExample:Rationale For an Independent NorthExample:Rationale For an Independent North16RetailCo2Planned capacity additions will result in industry-wide negative comp store sales through 1998Consolidation is essential to eliminate excess capacitylowers costsallows comp store sales growthRetail Co is better suited to be a seller than a buyersynergy is equal whether France chooses to acquire or be acquiredleading competitors market value is highermanagement group at France has several significant holesConclusionConclusionExample:Rationale for the Sale of FranceExample:Rationale for the Sale of France17RetailCo2Continue to pursue opportunities to consolidate and reduce over-capacityFill key executive openingsRestore the historical bargain edge with core customersincrease the mix of opportunistically-purchased goodsdeliver values averaging 20%below department store sale pricesReduce costs to support price reductionsreduce overhead costs by approximately$60MMreduce investment cost for new stores and remodelsClose unprofitable locations and exit several markets which France cannot dominateIf the sale of France takes longer than anticipated,several actions will If the sale of France takes longer than anticipated,several actions will be taken to improve Frances performance:be taken to improve Frances performance:ConclusionConclusionExample:France-Strategic ImperativesExample:France-Strategic Imperatives18RetailCo2Vision:Vision:To consolidate our position as the leading widget retailer to our target customers(high-volume purchasers of trendy widgets in their 20s and 30s)To be recognized by our target customers as the leader in product assortment and customer service for widget retail(our unique positioning)To reach a 10%share of the national widget retail market by the year 2000Financial Financial Goals:Goals:To reach and maintain ROIC levels of 20%To grow sales by 5%per year and net earnings by 10%per year81998 sales objective:$1,225MM81998 net earnings objective:$47MMStrategy Summary(1 of 2)Strategy Summary(1 of 2)ConclusionConclusion19RetailCo2Key ImperativesKey ImperativesInitiativesInitiativesDevelop our new concept,Widget Factory,into the second-largest non-mall based widget retailerRetail Co Real Estate audit of potential new sitesWidget Factory rapid deployment initiative(opening of 30 new stores per yearClose non-performing storesClosing of the 10 worst performing mature stores(both XYZ and Widget Factory)each yearImprove margins by changing mix and reducing costsMix change based on GMROI approachImplementation of 4-Walls systemRedesign of logistics flow based on Retail Co studyImprove density of markets by backfillling five marketsModify our image in the eyes of the customerAssortment redesign based on demand and profitabilitySales force training initiative on customer serviceLaunch of a new advertising campaignFocus new stores in Southern geographiesAcquire and integrate Southern Widget by end of 1996Retail Co Real Estate audit of potential new sitesProposed partnership with Southern Malls,Inc.Strategy Summary(2 of 2)Strategy Summary(2 of 2)ConclusionConclusion20RetailCo2Fit with Retail Co-clear opportunity for value creation-potential to maximize sharing with related divisionsMarket attractiveness-substantial market potential-dominant market position opportunity-concept in early stages of a long lifecycleFinancial opportunities-affordable within target capital structure-meets minimum return and growth hurdlesLimited risk factors-existing management talent or supplementable-low to moderate volatilityConclusionConclusionCriteria for AcquisitionCriteria for Acquisition21RetailCo2Corporate Cost Reduction OpportunitiesCorporate Cost Reduction Opportunities *Excluding interestConclusionConclusion22RetailCo2 Primary Primary Levers:Levers:Corporate Corporate Roles:Roles:Corporate Corporate portfolio portfolio developmentdevelopmentKeep aware of market and customer trends driving potential opportunitiesDevelop criteria for screening acquisitions and partnerships or alliancesIdentify and evaluate new concepts and consolidation opportunitiesDevelop a network of deal contactsStructure,negotiate and close dealsCoordinate effective integration planningEvaluate opportunities to spin-off/exit businessesFinancial Financial controlscontrolsDefine primary measures of financial performanceSet specific financial return and earnings growth targetsDevelop financial planning and control systemsAllocate capital and other resourcesBusiness Business oversightoversightDefine management decision-making processesCoach divisional managementfocus managers on measurable resultsquestion assumptions and challenge thinkingProvide leadership on critical issues(e.g.,division strategy,value disciplines,and priority and resource conflicts)Identify opportunities to improve operations and set specific improvement goalsPrimary Levers Available to Add Value(1 of 2)Primary Levers Available to Add Value(1 of 2)ConclusionConclusion23RetailCo2 Primary Primary Levers:Levers:Corporate Corporate Roles:Roles:Expertise Expertise sharing and sharing and operational operational improvementimprovementInstill company wide commitment to spreading best practicescoordinate regular experience sharing at all levelsfacilitate communication among divisions and functionsDrive value disciplines to improve operations across all processes,functions and divisionsProvide leadership and expertise to support improvements in performanceManagement Management allocation and allocation and developmentdevelopmentAttract,motivate and retain the best managementrecruit top tier candidatesreward based on performancepromote based on abilityProvide strong,profit-related incentives linked to corporate objectivesRotate managers across functions and divisionsDevelop formal training programsStrategyStrategydevelopmentdevelopmentPerform analysis to support strategic decision-making(corporate and divisional)Define corporate strategic directionAssess market attractiveness,performance,position and fit of divisionswork with divisions to build high-quality,fact-based strategic plansIntegrate division plans with corporate strategyCentralCentralservicesservices and and infrastructure infrastructure sharingsharingProvide scale services and functions to achieve lower cost and higher qualityLeverage infrastructure across businessesPrimary Levers Available to Add Value(2 of 2)Primary Levers Available to Add Value(2 of 2)ConclusionConclusion24RetailCo2Projected EarningsProjected Earnings NorthNorthNew Retail CoNew Retail Co*From Monte Carlo analysisNote:Earnings equals net income after taxes and interestConclusionConclusion25RetailCo2*With$300MM share repurchaseGap vs.SBP ProjectionsGap vs.SBP ProjectionsGap vs.RealisticGap vs.RealisticROE target:ROE*:(Gap)/surplus:11.1%12.0%$10.8MM15.9%19.2%$35.6MM17.0%21.6%$61.3MM11.1%9.4%($22.4MM)15.9%13.4%($28.6MM)17.0%14.9%($30.2MM)ConclusionConclusionGap AnalysisGap Analysis26RetailCo2AgendaAgendaBackgroundApproachConclusionImplementationResults27RetailCo2Corporate GovernanceCorporate GovernanceThe decisions of the Board will be evaluated under the traditional business judgement rule standardThe distribution of North should not require shareholder approvalthe distribution is a dividend which requires only board approvalAT&T precedentThe potential divestitures should not be considered a sale of substantially all of Retail Co remaining assetsNew Retail Co will be a substantial entity with estimated sales of$4.2B,net income of approximately$119,and assets of$2.1BImplementationImplementation28RetailCo2Note:Distribute North stock dividend at appropriate time3Q954Q951Q962Q963Q964Q961997Approve all components of Strategic ReviewClose France transactionClose Spain transactionlClose Sweden transactionReorganize Corporate officeClose loss storesClose North IPOComplete merger of Ireland/Hong KongComplete MIS and telecommunications outsourcing projectsPilot centralization of Accounts Payable,General Accounting,and Sales AuditSpin-off NorthInitiate merger of Ireland and Hong KongImplementationImplementationTimingTiming29RetailCo2StrategyStrategyCorporate managementCorporate employeesDivision presidentsDivision employeesMediaFinancial communityRetail industry consultantsIndividual shareholdersLandlordsVendors/factorsLocal officialsInitiate all communications from Retail Co headquarters in order to maintain controlled,consistent messagesFully explain the rationale of the plan and how it will enable Retail Co to take advantage of its unique strengths,skills,and opportunities over the long termDefine a clear strategy and vision for Classic Retail Co going forwardExplain how the plan is expected to enhance shareholder valueAssure employees in divisions slated to be spun off or sold that Retail Co will do everything possible to ensure an orderly transition and communicate potential benefits of the plan for these divisionsInitiate direct contact with all landlords who will be affected by store closings on announcement dayTarget AudiencesTarget AudiencesImplementationImplementationCommunications PlanCommunications Plan30RetailCo2AgendaAgendaBackgroundApproachConclusionImplementationResults31RetailCo2Increase in Shareholder ValueIncrease in Shareholder ValueResultsResultsMarket capitalisation has increased by 60%upon the Market capitalisation has increased by 60%upon the implementation of the recommended strategyimplementation of the recommended strategyNote:Excludes over$1 per share(105 MM shares)in dividend payment over the period32RetailCo2
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