巴菲特致股东的信（1986年）③费区海默兄弟公司

The Fechheimer Bros. Co.

Every year in Berkshire’s annual report I include a description of the kind of business that we would like to buy. This "ad" paid off in 1986.

费区海默兄弟公司

每年在伯克希尔的年度报告中，我都会重述我们想购买的业务，这则广告今年终于有了回报。

On January 15th of last year I received a letter from Bob Heldman of Cincinnati, a shareholder for many years and also Chairman of Fechheimer Bros. Until I read the letter, however, I did not know of either Bob or Fechheimer. Bob wrote that he ran a company that met our tests and suggested that we get together, which we did in Omaha after their results for 1985 were compiled.

去年的 1 月 15日我收到一位辛辛那提的资深股东鲍勃·海德曼(Bob Heldman)的来信，他是费区海默公司的董事长，在此之前我并不知道 Bob 或费区海默公司。他在信中提到他经营的公司应该符合我们的条件，并提议大家碰个面，于是等到该公司 1985 年报出炉后我们相约在奥马哈。

He filled me in on a little history: Fechheimer, a uniform manufacturing and distribution business, began operations in 1842. Warren Heldman, Bob’s father, became involved in the business in 1941 and his sons, Bob and George (now President), along with their sons, subsequently joined the company. Under the Heldmans’ management, the business was highly successful.

他向我介绍了公司的历史，这是一家专门制造与销售面向警察，消防，邮局，学校等服务性行业的老牌制服公司，成立于 1842 年，Bob 的父亲 Warren Heldman 于 1941 年接手，跟着他的儿子 Bob 与 George(现任总裁)以及他们的儿子也加入该公司，在该家族的带领下，公司的业绩蒸蒸日上。

In 1981 Fechheimer was sold to a group of venture capitalists in a leveraged buy out (an LBO), with management retaining an equity interest. The new company, as is the case with all LBOS, started with an exceptionally high debt/equity ratio. After the buy out, however, operations continued to be very successful. So by the start of last year debt had been paid down substantially and the value of the equity had increased dramatically. For a variety of reasons, the venture capitalists wished to sell and Bob, having dutifully read Berkshire’s annual reports, thought of us.

1981 年该公司被一家专门从事杠杆收购(LBO)的投资集团买下，但现有管理层保留了股权。与所有杠杆收购一样，这家新公司一开始的债务/股权比率极高。所幸由于公司营运稳健，直到去年年初，债务已被大幅清偿，公司的价值大幅增加。基于某些原因，当初的风险投资集团想要把股权卖掉，这时仔细读过伯克希尔年报的 Bob 立刻就想到我们。

Fechheimer is exactly the sort of business we like to buy. Its economic record is superb; its managers are talented, high-grade, and love what they do; and the Heldman family wanted to continue its financial interest in partnership with us. Therefore, we quickly purchased about 84% of the stock for a price that was based upon a $55 million valuation for the entire business.

事实上费区海默正是我们想要买的公司类型：它的经济记录极好；管理层才华出众，高水准的管理能力，并且热爱他们的事业；海德曼家族希望与我们合作，并继续保持其股份。因此，我们很快地就决定以整个公司 5500万美元的估值买下该其中 84%的股权(4600 万美元)。

The circumstances of this acquisition were similar to those prevailing in our purchase of Nebraska Furniture Mart: most of the shares were held by people who wished to employ funds elsewhere; family members who enjoyed running their business wanted to continue both as owners and managers; several generations of the family were active in the business, providing management for as far as the eye can see; and the managing family wanted a purchaser who would not re-sell, regardless of price, and who would let the business be run in the future as it had been in the past. Both Fechheimer and NFM were right for us, and we were right for them.

这与我们当初买下内布拉斯加家具商场的情况很类似，持有股权的大股东有其他资金上的需求；家族成员热爱经营企业并希望继续担任管理者和股东；家族的几代人都投身于这项事业，并尽可能地持续提供管理；管理层家族希望有一位买家，无论价格如何，都不会转售，并让企业在未来照旧运营。这两家公司真正是我门所想要投资的类型，而它们也确实适得其所。

You may be amused to know that neither Charlie nor I have been to Cincinnati, headquarters for Fechheimer, to see their operation. (And, incidentally, it works both ways: Chuck Huggins, who has been running See’s for 15 years, has never been to Omaha.) If our success were to depend upon insights we developed through plant inspections, Berkshire would be in big trouble. Rather, in considering an acquisition, we attempt to evaluate the economic characteristics of the business - its competitive strengths and weaknesses - and the quality of the people we will be joining. Fechheimer was a standout in both respects. In addition to Bob and George Heldman, who are in their mid-60s - spring chickens by our standards - there are three members of the next generation, Gary, Roger and Fred, to insure continuity.

说来你可能不敢相信，事实上查理和我甚至根本就从未去过费区海默位于辛辛那提的企业总部，(这种情况是双向的，经营喜诗糖果已 15 年之久的 Chuck Huggins，也从未来过奥马哈伯克希尔的企业总部)，所以说若伯克希尔的成功是建立在不断地视察工厂的话，现在我们可能早就要面临一大堆问题了，因此在从事并购公司时，我们试着去评估业务的经济特性，竞争优势与劣势，以及管理层的能力与水准。费区海默在这两个方面都很杰出，而 Bob 与 George 正值 60 多岁的壮年期(以我们的标准而言)，而且还有三位下一代 Gary、Roger 和 Fred 继承衣钵。

As a prototype for acquisitions, Fechheimer has only one drawback: size. We hope our next acquisition is at least several times as large but a carbon copy in all other respects. Our threshold for minimum annual after-tax earnings of potential acquisitions has been moved up to $10 million from the $5 million level that prevailed when Bob wrote to me.

作为并购的最佳代表，该公司只有一个缺点，那就是它的规模不够大，我们希望下一次有机会能遇到各方面条件都与费区海默一样，但规模至少是好几倍大的公司，目前我们对于并购对象年度税后利润的基本门槛已由每年的 500 万美元，提高到 1000 万美元。

Flushed with success, we repeat our ad. If you have a business that fits, call me or, preferably, write.

并购成功喜悦之余，我们还是要重复一下我们的广告，假若你有一家公司符合以下我们所列的条件，请尽快和我们联络。

Here’s what we’re looking for:
(1) large purchases (at least $10 million of after-tax earnings),
(2) demonstrated consistent earning power (future projections are of little interest to us, nor are "turn-around" situations),
(3) businesses earning good returns on equity while employing little or no debt.
(4) management in place (we can’t supply it),
(5) simple businesses (if there’s lots of technology, we won’t understand it),
(6) an offering price (we don’t want to waste our time or that of the seller by talking, even preliminarily, about a transaction when price is unknown).

以下是我们正在寻找的：
(1)，巨额交易(每年税后收益至少有 1000 万美元)
(2)，持续稳定获利(我们对有远景或具转机的公司没兴趣)
(3)，高股东回报率(并甚少举债)
(4)，具备管理阶层(我们无法提供)
(5)，简单的企业(若牵涉到太多高科技，我们弄不懂)
(6)合理的价格(在价格不确定前，我们不希望浪费自己与对方太多时间)

We will not engage in unfriendly takeovers. We can promise complete confidentiality and a very fast answer - customarily within five minutes - as to whether we’re interested. We prefer to buy for cash, but will consider issuing stock when we receive as much in intrinsic business value as we give. Indeed, following recent advances in the price of Berkshire stock, transactions involving stock issuance may be quite feasible. We invite potential sellers to check us out by contacting people with whom we have done business in the past. For the right business - and the right people - we can provide a good home.

我们不会进行敌意并购，并承诺完全保密并尽快答复我们是否感兴趣(通常不超过五分钟)，我们倾向采取现金交易，除非我们所换得的企业内在价值跟我们付出的一样多，否则绝不考虑发行股份。我们欢迎可能的卖方向那些过去与我们合作过的伙伴打听，对于那些好的公司与好的管理层，我们绝对可以提供一个好的归属。

On the other hand, we frequently get approached about acquisitions that don’t come close to meeting our tests: new ventures, turnarounds, auction-like sales, and the ever-popular (among brokers) "I’m-sure-something-will-work-out-if-you-people-get-to-know-each-other." None of these attracts us in the least.

当然我们也持续接到一些不符合我们条件的询问电话，包括新创企业、扭亏企业、拍卖案以及最常见的中介案(那些通常会说你们要是能过碰一下面，一定会感兴趣之类的)。在此重申我们对这类型案件一点兴趣都没有。

* * *

Besides being interested in the purchases of entire businesses as described above, we are also interested in the negotiated purchase of large, but not controlling, blocks of stock, as in our Cap Cities purchase. Such purchases appeal to us only when we are very comfortable with both the economics of the business and the ability and integrity of the people running the operation. We prefer large transactions: in the unusual case we might do something as small as $50 million (or even smaller), but our preference is for commitments many times that size.

* * *

除了以上买下整家公司的并购案外，我们也会考虑买进一大部分不具控制权的股份，就像我们在大都会这个例子一样，当然这需要我们对于该事业与管理层都感到认同时才有可能，而且是要够大笔的交易，我想最少也要在五千万美金以上，当然是越多越好。

The Fechheimer Bros. Co. Every year in Berkshire’s annual report I include a description of the kind of business that we would like to buy. This "ad" paid off in 1986.

Flushed with success, we repeat our ad. If you have a business that fits, call me or, preferably, write.

The Fechheimer Bros. Co.

Every year in Berkshire’s annual report I include a description of the kind of business that we would like to buy. This "ad" paid off in 1986.