巴菲特致股东的信（1991年）⑦布朗鞋业

H. H. Brown

We made a sizable acquisition in 1991 - the H. H. Brown Company - and behind this business is an interesting history. In 1927 a 29-year-old businessman named Ray Heffernan purchased the company, then located in North Brookfield, Massachusetts, for $10,000 and began a 62-year career of running it. (He also found time for other pursuits: At age 90 he was still joining new golf clubs.) By Mr. Heffernan's retirement in early 1990 H. H. Brown had three plants in the United States and one in Canada; employed close to 2,000 people; and earned about $25 million annually before taxes.

布朗鞋业

我们在 1991 年完成了一次大型的并购案，那就是买下布朗鞋业，这背后有一段有趣的故事，1927 年时有一位 29 岁的年轻商人 Ray Heffernan 以 1 万美元买下这家位于马萨诸塞州的公司，从此展开长达 62 年的事业(当然同时他还有其它追求的目标，高龄 90 岁的他现在还在加入新的高尔夫球俱乐部)，等 1990 年 Heffernan 先生宣布退休时，布朗鞋业在美国已有三座工厂，还有另外一座在加拿大，雇员人数近 2000 人，每年的税前利润约有 2,500 万美元。

Along the way, Frances Heffernan, one of Ray's daughters, married Frank Rooney, who was sternly advised by Mr. Heffernan before the wedding that he had better forget any ideas he might have about working for his father-in-law. That was one of Mr. Heffernan's few mistakes: Frank went on to become CEO of Melville Shoe (now Melville Corp.). During his 23 years as boss, from 1964 through 1986, Melville's earnings averaged more than 20% on equity and its stock (adjusted for splits) rose from $16 to $960. And a few years after Frank retired, Mr. Heffernan, who had fallen ill, asked him to run Brown.

这期间 Heffernan 的一个女儿 Frances 嫁给了 Frank Rooney，当时 Heffernan 严正地告诉他的女婿最好断了想要参与经营布朗鞋业的念头，但这却是 Heffernan 先生所犯下的少数错误之一，Frank 后来跑到另外一家鞋业 Melville 担任 CEO，在他 1964-1986 年担任主管期间，Mellville 每年的平均股本回报率高达 20%，而股价更从 16 元涨到 960 元(经调整后)，而在 Frank 退休多年后，Heffernan 先生因病请 Frank 回来经营布朗鞋业。

After Mr. Heffernan died late in 1990, his family decided to sell the company - and here we got lucky. I had known Frank for a few years but not well enough for him to think of Berkshire as a possible buyer. He instead gave the assignment of selling Brown to a major investment banker, which failed also to think of us. But last spring Frank was playing golf in Florida with John Loomis, a long-time friend of mine as well as a Berkshire shareholder, who is always on the alert for something that might fit us. Hearing about the impending sale of Brown, John told Frank that the company should be right up Berkshire's alley, and Frank promptly gave me a call. I thought right away that we would make a deal and before long it was done.

1990 年底 Heffernan 先生过世，他的家人决定要把公司卖掉，所以我们的机会就来了，那时我们认识 Frank也有好几年了，但没有好到让他认为伯克希尔是布朗鞋业合适的买主，相反，他将出售事宜委托给一家投行，可想而知投行绝对不会想到我们，但是就在去年春天，Frank 跟 John Loomis 一起到佛罗里达打高尔夫球，John是我多年的好友，同时也是伯克希尔的股东，他总是随时注意有没有适合我们投资的对象，在听到布朗鞋业即将出售的消息之后，John 告诉 Frank 说这家公司应该要投到伯克希尔的麾下，而 Frank 也从善如流马上打了通电话给我，我当下觉得我们应该可以谈得成，果然在不久之后，整个交易便确定了。

Much of my enthusiasm for this purchase came from Frank's willingness to continue as CEO. Like most of our managers, he has no financial need to work but does so because he loves the game and likes to excel. Managers of this stripe cannot be "hired" in the normal sense of the word. What we must do is provide a concert hall in which business artists of this class will wish to perform.

我之所以会对这项交易这么感兴趣的原因在于 Frank 愿意继续留下来担任 CEO，就像我们其它所有经理人一样，他工作不是因为经济上的需求，而是他确实热爱这份工作并且做的出类拔萃。这类型的经理人可不是正常意义上的招聘就可以“请”得到的，我们能做的就是尽量提供一个够水准的演奏厅，让这些商业界的天才艺术家可以在这里好好发挥。

Brown (which, by the way, has no connection to Brown Shoe of St. Louis) is the leading North American manufacturer of work shoes and boots, and it has a history of earning unusually fine margins on sales and assets. Shoes are a tough business - of the billion pairs purchased in the United States each year, about 85% are imported - and most manufacturers in the industry do poorly. The wide range of styles and sizes that producers offer causes inventories to be heavy; substantial capital is also tied up in receivables. In this kind of environment, only outstanding managers like Frank and the group developed by Mr. Heffernan can prosper.

布朗(跟圣路易的布朗鞋子完全没有关系)是北美地区工作鞋与工作靴的领导品牌，同时拥有非凡的销售毛利率与资本回报率记录。鞋业是一项艰难的生意，全美一年 10 亿双的采购量中，大约有 85%是从国外进口，而产业中大部分的制造商表现不佳，由于款式与型号繁多导致库存压力相当重，并且大量资本被束缚在大笔的应收帐款上。在这种环境下，只有像 Frank 这样优秀的经理人和 Heffernan 所建立这样的事业才有可能生存。

A distinguishing characteristic of H. H. Brown is one of the most unusual compensation systems I've encountered - but one that warms my heart: A number of key managers are paid an annual salary of $7,800, to which is added a designated percentage of the profits of the company after these are reduced by a charge for capital employed. These managers therefore truly stand in the shoes of owners. In contrast, most managers talk the talk but don't walk the walk, choosing instead to employ compensation systems that are long on carrots but short on sticks (and that almost invariably treat equity capital as if it were cost-free). The arrangement at Brown, in any case, has served both the company and its managers exceptionally well, which should be no surprise: Managers eager to bet heavily on their abilities usually have plenty of ability to bet on.

布朗鞋业有一个相当与众不同的特点，那就是它的薪酬体系与我之前看到的完全不同，不过却深得我心。公司主要的经理人每年的底薪只有 7,800 美元，之后再依据公司每年的盈利，乘以事先约定的比率，并扣除运用资金的成本。因此，我们可以说这些经理人完全是与股东站在同一条船上，相比之下，大多数只说空话不干活的管理层，更倾向选择奖励多惩罚少的薪酬制度(long on carrots but short on sticks 胡萝卜长棍子短)，总是把股东所提供的资金视为无成本的。无论如何，布朗的这种安排对公司和经理们都非常有利，这并不奇怪：渴望在自己的能力上下大赌注的经理们通常有足够的能力下注。

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It's discouraging to note that though we have on four occasions made major purchases of companies whose sellers were represented by prominent investment banks, we were in only one of these instances contacted by the investment bank. In the other three cases, I myself or a friend initiated the transaction at some point after the investment bank had solicited its own list of prospects. We would love to see an intermediary earn its fee by thinking of us - and therefore repeat here 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 "turnaround" 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).

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令人沮丧的是，尽管我们曾四次大规模收购由知名投行代理的公司，但只有一次是由投行主动联系的。其它三个案子都是在投资银行寻求其名单上的买主不成后，由我本人或是朋友促成最后的交易，我们很希望中介机构在赚取其佣金收入的同时，还能够想到我们的存在，以下就是我们想要找的企业条件：(1)，巨额交易(每年税后收益至少有一千万美元)(2)，持续稳定盈利能力(我们对未来有前景或困境反转的公司没有兴趣)(3)，高股东回报率(甚少举债或没有债务)(4)，管理到位(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. (With Brown, we didn't even need to take five.) We prefer to buy for cash, but will consider issuing stock when we receive as much in intrinsic business value as we give.

我们不会进行敌意的并购，并承诺完全保密并尽快答复是否感兴趣(通常不超过五分钟)，像是布朗鞋业这样的案子根本就不要五分钟，我们倾向于现金交易，除非我们所换得的内在价值跟我们付出的一样多，否则不考虑发行股份。

Our favorite form of purchase is one fitting the pattern through which we acquired Nebraska Furniture Mart, Fechheimer's and Borsheim's. In cases like these, the company's owner-managers wish to generate significant amounts of cash, sometimes for themselves, but often for their families or inactive shareholders. At the same time, these managers wish to remain significant owners who continue to run their companies just as they have in the past. We think we offer a particularly good fit for owners with such objectives and we invite potential sellers to check us out by contacting people with whom we have done business in the past.

我们最喜欢的购买模式是像我们购买内布拉斯加家具城，费区海默制服，波仙珠宝店那样的方式，在这次方式下，公司所有者经营者希望能马上拿到一大笔现金，有时是给自己，通常是给家人或是不活跃的股东。于此同时，这些经营者希望继续保持所有者身份，如往常一样继续经营自己的公司。我们认为，我们可以为此类需求的经营者提供一个合适的选择，我们也欢迎可能的卖方与那些过去与我们合作过的对象打听。

Charlie and I frequently get approached about acquisitions that don't come close to meeting our tests: We've found that if you advertise an interest in buying collies, a lot of people will call hoping to sell you their cocker spaniels. A line from a country song expresses our feeling about new ventures, turnarounds, or auction-like sales: "When the phone don't ring, you'll know it's me."

另一方面查理跟我也常常接到一些不符合我们条件的询问，包括新创事业、转机股、拍卖案以及最常见的中介案。我们发现如果你登广告要买牧羊犬，结果却有一大堆人打电话来要卖你长耳猎犬，对于这类的事业，有首乡村歌曲其中的一句歌词最能描述我们的感觉，“若电话不响，你就知道那是我”。

Besides being interested in the purchase of businesses as described above, we are also interested in the negotiated purchase of large, but not controlling, blocks of stock comparable to those we hold in Capital Cities, Salomon, Gillette, USAir, Champion, and American Express. We are not interested, however, in receiving suggestions about purchases we might make in the general stock market.

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、所罗门、吉列、全美航空、冠军企业与美国运通这几个例子一样的公司，不过对于一般直接从股票市场上买进股份的建议，我们则一点兴趣都没有。