2024-01-24

John Malone and TCI Pt.4

When John Malone started to work, he sought a field that was:

  • Highly predictable
  • Utility-like revenues
  • Favorable tax characteristics
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    He initially entered the cable business at Bell Labs, a subsidiary of AT&T, after earning his degree in operations research, which is essentially about minimizing "noise" and maximizing "output." He advised AT&T to reduce their debt and repurchase shares, but the board dismissed his recommendations. Consequently, he joined McKinsey.

    At 29 years old, he began working at General Instruments, where he ran the Jerrold Cable Television division. Two years later, he had the option to work for either Warner Brothers or TCI. Despite facing a 60% pay cut, he chose TCI. Bob Magness founded TCI in 1956 and early on realized that he could avoid paying many taxes by taking on debt to build new systems and then depreciating them. He believed it was "better to pay interest than taxes." Magness's TCI became the fourth-largest cable company but carried debt equal to 17 times its revenues.

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    After a failed attempt to pay down the debt through an offering, they spent the next years fighting bankruptcy while meeting with bankers. Some other notable points include:

  • Managers had an incentive to grow subscribers at 10% and maintain margins to remain independent.
  • TCI had a small headquarters.
  • Managers in the field had a high degree of autonomy, as long as they met their numbers.
  • Underperformers were quickly weeded out.
  • Note: There is a reverse relationship between investor returns and building a new headquarters (look at IAC, The New York Times).

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    TCI underpromised and overdelivered. When they emerged from their turmoil, Malone began implementing his strategy. He created a cycle: buy systems → lower programming costs → increase cash flow → get more leverage → buy systems → repeat.

    In the cable business, revenue sharing with programmers is necessary, so Malone aimed to gain more negotiating power. Like many others, he did not want to focus on net income because it meant higher taxes. Instead, he prioritized internal growth and acquisitions with pretax cash flow.

    "Ignoring EPS gave TCI an important early competitive advantage versus other public companies."

    Malone also coined the term EBITDA, which is now common on Wall Street. Additionally, he bought more shares to reduce the risk of hostile takeovers.

    Acquisitions:

    In 1973, he started acquiring 482 companies until 1989, mostly funded by cash flow, debt, and equity offerings. Instead of focusing on large metropolitan franchises like his competitors, he concentrated on rural areas. He collaborated closely with entrepreneurs such as Ted Turner, John Sie, John Hendricks, and Bob Johnson to scout for new talent.

    In 1990, the pace of acquisitions slowed down due to regulations on debt and the FCC tightening its regulations. In 1991, he began spinning off some parts, such as TCI's programming assets, into a new company called Liberty Media, in which he owned a significant stake. Subsequently, he continued to spin off parts.

    Spin-offs:

  • Create transparency.
  • Increase separation between non-related businesses.
  • In 1995, he delegated responsibility to a new management team. After a missed third quarter in 1996, he resumed leadership, reducing headcount, halting all orders for capital equipment, and renegotiating programming contracts. In the following years, he sold the spun-off businesses for a total of $33 billion. In the '90s, he began negotiations with AT&T to sell TCI due to his rationale indicating that the cable landscape would slow down.

    "He turned the board of AT&T upside down, shook every nickel from their pockets, and returned them to their board seats." He wanted 12 times EBITDA. In 1999, he sold but still held Liberty Media.

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    30,3% TCI vs 20,4% peers vs 14,3 S&P500

  • He loved debt due to its positive impact on financial results and its ability to shelter cash flow through tax offsets with interest payments.
  • Maintained a 5 times debt to EBITDA ratio.
  • Structured debt with care and avoided cross-collateralization.
  • "Our recent rise in stock price provided us with a good opportunity for this offering," offering on high multiples.
  • Liked selling assets. "It makes sense to maybe sell off some of our systems... at 10 times cash flow to buy back our stock at 7 times."
  • Never really paid taxes through smart management.
  • Often sold assets against stock.
  • Rational, almost surgical approach to capital allocation: "Computers require an immense amount of detail... I'm a mathematician, not a programmer. I may be accurate, but I'm not precise."
  • Made strong different choices than his peers. "He never paid dividends (or even considered them) and rarely paid down debt. He was parsimonious with capital expenditures, aggressive in regard to acquisitions, and opportunistic with stock repurchases."
  • If capital expenditures were lower, cash flow would be higher; refused to upgrade systems.
  • Let his peers prove the economic viability of new services. "We lost no major ground by waiting to invest. Unfortunately, pioneers in cable technology often have arrows in their backs."
  • Simplicity: "only purchase companies if the price translated into a maximum multiple of five times cash flow after the easily quantifiable benefits from programming discounts and overhead elimination had been realized. This analysis could be done on a single sheet of paper."
  • Share buybacks: "With our stock in the low twenties... purchasing it looks more attractive than buying private systems."
  • Engaged in many joint ventures.
  • Incentives for employee stock purchase programs.
  • Extreme decentralization: "We don't believe in staff. Staff are people who second-guess people." No HR or PR person until the late '80s. "A group of frugal, action-oriented 'cowboys.'"
  • Everything was optimized for shareholder returns.
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    Thanks,

    Finn