Over the next few years, the digital revolution will force many organizations to undertake radical change programs and, in some cases, completely reinvent themselves to remain relevant and competitive. Ask executives and directors what their company’s biggest threats are, and chances are the answer will include the threat of disruptive innovation. That said, is disruptive innovation sufficiently emphasized on the board agenda?
Our experience indicates that most boards do not fully grasp the opportunities and risks associated with digital transformation. There are four important activities for organizations to consider as they contemplate what digital means to their business and strategy.
1. Assess digital competencies. Protiviti’s original research has identified more than 30 competencies at which digital leaders excel. These competencies consist of empirically supported capabilities and structural characteristics that can be used to benchmark the organization. They are arrayed across six core disciplines that many traditional businesses struggle with:
vision, mission, and strategy;
management and employee culture;
organization, structure, and processes;
communication, marketing, and sales;
technology innovation and development;
and big data, analytics, and automation.
An example of a competency related to “vision, mission, and strategy” is that executive management must have a clear understanding of the potential impact of digital disruption in the industry segments in which the organization operates and be able to articulate a clear strategic vision fit for the digital age. In addition, digital strategy-setting and review should be a continuous activity for the business and in the boardroom.
Competencies can be useful when plotting the path toward digital maturity. The strategy should reflect the competencies that currently define the organization and address the absence of those which present barriers to success. This is important because the digital age is forcing organizations to radically rethink how to engage with customers and pursue design breakthroughs for improving processes and functions continuously. That means they must balance outside-the-box thinking with the practical considerations of repositioning the business. Many strategies ignore these fundamental issues, resulting in a business that is digital on the edges but not at the core. Our view is that a truly digital business has a digital core.
2. Define and refine continuously the digital vision and strategy. Organizations need to make a conscious decision about whether they are going to lead as the disrupter of the industry or, alternatively, play a waiting game, monitor the competitive landscape, and react only when necessary to defend market share. For many companies, the answer may be somewhere in between. For organizations choosing not to actively disrupt the status quo, their challenge is to be agile enough to react quickly as an early mover. Few are ready for that challenge, however.
A leader of the organization must own responsibility for understanding the competitive landscape, the opportunities emerging technologies present, and the threats to existing revenue streams. Management must frame the digital vision and the strategic initiatives supporting it around the enterprise’s core competencies. The vision must reflect the direction in which relevant digital technology is trending. It should express how technology can elevate the company’s differentiating core competencies and deliver unique customer experiences. With technology and regulations changing, and innovation happening so rapidly, the business needs to review and refine its digital priorities constantly.
3. Define the target operating model. Too often policies, processes, and organizational structures get in the way of a business becoming and remaining digital. The key is to empower, trust, and monitor people, not control them. That’s a different way of thinking for organizations rooted in “command and control” structures. The business should clearly define where it’s going in its vision and strategy, and management must recruit and train the right people while ensuring that the enterprise’s policies, processes, and systems are suitable to compete in a digital world.
Accordingly, management should define the processes, organization, talent, methodologies, and systems comprising a future operating model that remains true to the company’s identity and brand promise. In the rush to become digital, the importance of policies shouldn’t be forgotten to address risks and ethical questions leaders must consider.
With the current and future states defined, improvement plans should be developed to close the gaps based on industry best practices and reviewed with executive management and the board. The risks associated with the target state should be identified and assessed against the entity’s risk appetite. In this respect, management should be careful to avoid understating the hyper-scalable business model component of digital transformation. Digital thinking requires organizations to solve the problem of rapid growth and scalability to rely primarily on technology rather than people, as opposed to the traditional focus on scaling ahead of demand.
4. Align the organization with the needed change. Using digital technologies to improve products, services, and processes requires focus and discipline. To enable continuous or breakthrough change with confidence, buy-in must be obtained from executive management and the board for significant changes in strategy, processes, and systems. Support also is needed from business-line leaders, operating personnel, and process owners affected by the change. The communication of change and its implications must address why a digitally-focused culture is necessary for the entity to survive and thrive, and offer a compelling case that the interests of employees and the enterprise are inextricably tied to effecting change.
Depending on a director’s perspective, the exciting or worrisome truth is that the digital revolution is just getting started. Even when executives are aware of emerging technologies that obviously have disruptive potential, it is often difficult to have the vision or foresight to anticipate the nature and extent of change. That is why every organization must chart its own digital journey.
To that end, the board should be engaged in all of the above activities, from readiness assessment to organizational alignment. When addressing digital, directors should recognize the signs of organizational short-termism and executive management’s emotional investment in traditional business models. Ultimately, the board must ask the necessary questions to encourage management to advance the enterprise’s digital journey at a pace that will sustain the company’s sources of competitive advantage and market position.
It is easy to get caught up in the excitement of a deal—the unvarnished optimism of the corporate development team, the bullish spreadsheets from the bankers, the juicy steaks at the closing dinner. The numbers, however, don’t lie. It is estimated that at least half of all merger and acquisition (M&A) deals ultimately fail, destroying shareholder value for the acquirer instead of increasing it. A disciplined valuation analysis—ideally conducted with minimal involvement of the deal team and bankers—can help board members avoid unsuitable matches and support deals that are a good long-term fit.
A Synergistic Match
Assume your company has identified an acquisition target operating in your business and serving similar customers. Cost savings from the combination are expected as the result of an overlapping distribution network and because redundant production and administrative staff can be eliminated. This is a classic synergistic deal, where the acquirer boosts overall profit by adding the target’s revenue to its topline while eliminating many costs associated with achieving that revenue.
The first step in evaluating such a transaction is establishing the market value of the target without regard to buyer-specific synergies. While acquirers are usually most interested in the valuation of the combined company, there are good reasons for first establishing a baseline market valuation of the target on a stand-alone basis:
It gives the buyer insight on a valuation the target might expect to receive in the deal.
It provides a reference point the buyer can use to evaluate how much synergy it brings to the table.
Determining Baseline Value
There are several common approaches for deriving the market value of an acquisition target, and an acquirer should undertake as many of them as possible to establish a baseline valuation matrix. The two common techniques for publicly traded entities are straightforward. They entail analyzing the target’s historical stock price and the premium at which its stock trades after the deal is announced. For our purpose, assume the target is not public and review the four valuation approaches commonly applied to private companies.
One of the most common techniques is by referencing the trading multiples of comparable publicly-traded companies. Care is required in the selection of comparable public companies to ensure similarity of operations, size, and growth prospects with the target company.
Another common method is to consider recent M&A deal multiples for similar companies. For this approach, make sure to distinguish between financial sponsor deals and strategic deals, as strategic deals frequently pay higher multiples due to acquirer-specific synergies. Value indications from these approaches entail applying observed market multiples to the target’s standalone earnings, typically before interest, tax, depreciation, and amortization (EBITDA).
If a long-term forecast is available for the target, financial advisors sometimes use a discounted cash flow (DCF) analysis. It should be stressed, however, that this analysis is only as accurate as the underlying forecast, which may be suspect. For this reason, a DCF analysis often is underweighted—and sometimes omitted altogether—from a valuation exercise. Additionally, a “haircut” may be applied to the forecast itself before it is put into the model.
Finally, if the target is likely to attract financial buyers, advisors may employ a leveraged buyout (LBO) analysis. This approach values the target by establishing what a financial buyer would be willing to pay for the company under the financing structure it might be expected to use—often a combination of debt and equity. If a company is underperforming its peers, the LBO model may also include some assumptions about reorganization and/or add-on acquisitions.
Once as many of the preceding approaches as practicable have been performed, financial advisors triangulate the various pricing indications to establish a baseline market valuation range for the target.
Establishing Pro Forma Value
The next step is assessing the value of the acquirer after acquisition. This analysis is different than the market valuation analysis because it factors in synergies to show the value of the acquisition to that specific buyer. A word of caution: Board members should be wary of synergy projections from bankers or corporate development personnel who are emotionally or financially invested in the deal. Considering the stakes, engaging an outside advisor not connected to the prospective transaction to provide an independent valuation and estimate the potential synergies can be a sensible course of action.
No matter who is performing the pro forma analysis, a number of factors should be evaluated: the amount of expected synergies, the costs associated with realizing those synergies, the amount and type of purchase consideration, and the trading multiples for the acquirer’s stock.
Even for a disinterested third party, it is challenging to estimate synergies with accuracy, so it is prudent to perform a sensitivity analysis of the transaction’s impact on the acquirer’s share price. This is best revealed in a sensitivity table that varies both the amount of assumed synergies and the purchase consideration. Layering in an additional variable to the sensitivity analysis, the estimated one-time integration costs incurred to achieve synergies can further enhance precision. These costs can be just as difficult to project as synergies, so a range of estimates is appropriate.
The resulting sensitivity table can provide board members a powerful visual tool to understand how much it makes sense to pay at varying levels of synergy and costs. If the resulting analysis shows that a deal increases shareholder value—even if actual synergies realized are at the low end of expectations and one-time costs incurred to realize those synergies are at the high end—the deal likely will turn out well from the acquirer’s standpoint. An even better deal is one that increases shareholder value if synergies are below the low end of the estimated range and integration costs are above the high end.
Conversely, deals that are only accretive at or near the most favorable ends of the two ranges are likely to destroy shareholder value.
Other Impacts on Value
What about the impact of the type of purchase consideration on value? An acquisition can be financed with available cash, new debt, stock, or some combination of these. Debt financing will create a drag on future earnings in the form of interest expense, another cost of realizing synergies that must be considered. If acceptable to the seller, using stock may be advantageous to the buyer.
A final factor to consider is the valuation multiple of the acquirer. If historically it has been somewhat volatile, it is a good idea to run a sensitivity analysis on the pro forma value of the stock, assuming a range of valuation multiples for the acquirer consistent with its recent trading history. The lower the valuation multiple, the lower the increase in value from transaction synergies.
Know the Difference
Board members are unlikely to bless a strategic acquisition with the intent to destroy value. Yet, too often, that is exactly what ends up happening. A disciplined, thorough, and independent valuation analysis can make the difference in helping a board distinguish a suitable match from a bad one. After establishing both the market value of the target and its pro forma value to a particular acquirer, a buyer is well-positioned to negotiate and—if all goes well—finalize the deal.
Justin Johnson is co-CEO of Valuation Research Corp. where he sits on the firm’s board and is a member of the firm’s Private Equity Industry Group and Financial Opinions Committee. Prior to joining VRC, Johnson held positions with Arthur Andersen, Merrill Lynch, and PricewaterhouseCoopers.
Equifax is not just another organization that was breached. The company was named one of Forbes’ “World’s 100 Most Innovative Companies” for three years straight, from 2015 to 2017. The recent breach of the company’s U.S. online dispute portal web application has raised serious questions about whether boards of directors and senior management are asking the right questions about actions their organizations are taking to protect themselves from cyberthreats. Are boards probing to discover what they don’t know?
In September, Equifax announced a massive breach exposing the personal information of over 40 percent of the U.S. population. The company’s stock declined almost 14 percent after the announcement, and heads rolled over the ensuing three weeks—first the chief information officer (CIO) and chief information security officer (CISO), and then the CEO. The pervasive headline effect of this incident has been as persistent as any in memory.
There are many important aspects of cybersecurity that the board is expected to tend to, including understanding what the organization’s “crown jewels” are, business outcomes management seeks to avoid, understanding the ever-changing threat landscape, and having in place an effective incident response program, to name a few.
But this discussion is more specifically about the systems vulnerabilities we know about. That’s the elephant in the room.
The sage advice—if your flank is exposed, fortify it before you get overrun—seems to apply here. Even noncombatants understand the value of protecting exposed flanks in desperate battle. A known vulnerability is most certainly an exposed flank, particularly when sensitive data is involved.
Enter the role of software patches.
A patch is a software update installed into an existing program to fix new security vulnerabilities and bugs, address software stability issues, or add a new feature to improve usability or performance. Often a temporary fix, a patch is essentially a quick repair. While it’s not necessarily the best solution to address the problem, it gets the job done until product developers design a better solution for a subsequent product release.
The Equifax incident raises the question as to why the company didn’t implement the appropriate patch to its systems when the vulnerability was first identified. To be fair, other companies have suffered a cybersecurity event because they failed to implement a patch in a timely manner, and we have no insights into the unique circumstances at Equifax. Admittedly, patching software at a large organization with multiple, complex systems takes a considerable amount of time. But, for boards and executive teams everywhere, the Equifax episode serves as a stark reminder of the importance of understanding the company’s cybersecurity strategy and tactics to pinpoint whether they know what they need to know.
Often, in our security and privacy consulting business at Protiviti, we see companies implementing patches within 60 to 90 days of discovering a systems vulnerability. We have seen some high-risk patches not applied at all for fear of breaking legacy applications; in effect, the organization simply accepts the risk of not applying these patches and, as an alternative, works to mitigate it. Based on our experience, 30 days from release to deployment is typically the “gold standard” for the time it takes apply a patch.
Is the gold standard enough? Companies are essentially leaving themselves exposed for 30 days. Meanwhile, they may lack the advanced detection and response capabilities to detect unauthorized activity occurring during that time. Organizations with a well-designed vulnerability management program quickly patch known vulnerabilities for critical public-facing services. For example, we see companies setting service level agreement targets of 72 hours, with some striving for 24 hours or less to limit the damage of an attack.
Simply stated, boards need to inquire as to the target duration from release to deployment to shore up cybersecurity vulnerabilities and, if it’s 30 days (or more), question whether that is timely enough, especially when public-facing systems are involved and sensitive personal information is exposed. Today’s optics regarding egregious security breaches, corporate stewardship expectations, and the related impact on reputation and brand image cry out for this oversight.
It is vitally important to scan public-facing systems immediately upon notification of critical vulnerabilities; “same day” should be the target. In addition, patch deployment should be tracked and verified as part of a comprehensive information technology (IT) governance process. It’s not enough to merely push out a patch. A comprehensive IT governance process should confirm that the risk truly has been mitigated on a timely basis.
Directors and executives should also be concerned with the duration of significant breaches before they are finally detected. Our experience is that detective and monitoring controls remain immature across most industries, resulting in continued failure to detect breaches in a timely manner. Given the increasing sophistication of perpetrators, simulations of likely attack activity should be performed periodically to ensure that defenses can detect a breach and security teams can respond timely.
We know that an organization’s preparedness to reduce an incident’s impact and proliferation after it begins is an issue (i.e., the lapsed time between the inauguration of an attack and its detection is too long). Often, it takes over 100 days until suspicious activity is discovered; about 50 percent of the time, organizations learn of breaches through a third party.
In nearly every penetration test Protiviti conducts, the client authorizing the test fails to detect our test activity. Many organizations seem to think that if they outsource to a managed security service provider (MSSP), the problem will be solved —as if a box has been checked. However, we see time and again that this is not the case. Often, there are breakdowns in the processes and coordination between the company and the MSSP that result in attack activity occurring unnoticed. Not many organizations are focusing enough on this failure of detective controls to identify breach activity in a timely manner.
These two fronts—how long it takes to implement a patch, as well as detect a breach—inform the board’s cyber-risk oversight. Every organization should take a fresh look at the impact specific cybersecurity events can have and whether management’s response plan is properly oriented and sufficiently supported. For starters, directors should ensure they are satisfied with the elapsed time:
For patching identified system vulnerabilities;
Between the initiation of an attack and its ultimate discovery;
Between the discovery of a security breach and the initiation of the response plan to reduce its proliferation and impact; and
Between the discovery of a significant breach and the undertaking of the required disclosures to the public, regulators, and law enforcement in accordance with applicable laws and regulations.
Today’s optics regarding egregious security breaches, corporate stewardship expectations, and the related impact on reputation and brand image beg for careful oversight.