Choosing the Right KPIs

One of the most common mistakes that less experienced acquirers make is to apply their company’s standard Key Performance Indicators (KPIs) to the newly acquired target or to the integration/transition process itself.

As The Merger Verger has harped on over and over again, integrating two companies is not like running one larger one. It’s just not. (If you still can’t accept that premise, I suggest you’ll get more out of Archie and Jughead than any further reading of TMV.)

There are three key elements of successfully executing an acquisition:

  1. Keeping the underlying business running successfully
  2. Keeping the acquired business running successfully (or getting it to that state)
  3. Integrating the two successfully

Well, DUH! The point isn’t that that list represents any rocket science on TMV’s part but it evidences why the next concept is so important:ruler-dsc9068-edit_1024x1024

If you’re performing three different activities,
you measure and assess them using three different standards or sets of measurements.

That’s the key here: for your integration you need to “think different.”

Start with these questions:

  • What is the strategic intent of my deal?
  • What are the keys to achieving that intent?
  • What are the impediments or risks to getting there?

The answers to these questions should be the basis upon which all your integration KPIs are developed, quantified and prioritized.

Read that again: KPIs for an integration are about achieving
the core purpose behind the deal: what to focus on achieving, what to focus on avoiding. They are not about measuring the integration against your normal yardsticks; they’re about measuring it against the point of the deal.

Needless to say (but I’ll say it anyway): the intent behind basically every deal is unique. So The Merger Verger can’t tell you what KPIs to monitor.   IT ALL DEPENDS!!

That said, if your acquisition is about revenue growth through expanded territory, for example, track your sales in that territory alone (particularly sales to existing customers’ locations in the new territory), look for growth rates based on new standards not old, watch your new-customer intact; track your regional cross selling, measure after-sale follow through and reorder rates. In each case quantify your KPIs at levels that are appropriate for the new business, not the existing.

If your deal is about new technologies, for goodness sake measure your retention of key innovators but also watch the degree to which existing customer services or solutions are being repositioned with new capabilities, track your training of existing staff on new systems and their translation of that training into sales calls and revenues.

Figure it out for yourself. But THINK DIFFERENT. Focus not on how you’ve done it before but on what and how you measure to achieve the new specific objectives of the deal.Archie Veronica_Banner copy.jpg

A Galaxy of Acquired Brands

Entering the new year, The Merger Verger is watching one particular transaction that has good strategic intent and sensible (bordering on downright modest) synergy goals written between the lines of the announcement hyperbole: Newell Rubbermaid’s (NWL.N) purchase of Jarden Corporation (JAH.N) for cash and stock.

Each of these companies has an enormous stable of consumer brands (on which more below); together the list is mind boggling. And company each has grown over the years through acquisitions. It is tempting to quibble (or even judge harshly) that Jarden acquired more like a financial buyer (using acquisitions to build critical mass) whereas Newell Rubbermaid acquired more like a strategic buyer. But that would be splitting hairs.

NR-J strategic rationale

Both companies know how to do deals. And both companies know how to integrate them into a larger whole. So the deal could have gone either way. In fact, Jarden founder Martin Franklin said, “If we had the multiple and we had the market cap, we’d be the buyer.” But from an integration perspective, The Merger Verger sees it as good news that the “strategic” buyer has come out the winner. (It’s also good news that no one is bandying about that hideous old saw “merger of equals.”) All tolled, the chances of this deal achieving its strategic intent would seem good.

newell-brands-logo-slider_article_full

 

The number of consumer brands represented by the combined entity in this deal (to be rechristened “Newell Brands”) is way too big to list but it is very impressive indeed. The key names are listed in the deal press announcement, available by clicking here.

Picking through the Year-End Commentaries

Those snappy thinkers at McKinsey wrapped up 2015 with a nice piece entitled “M&A 2015: New Highs, and a New Tone.” There are some interesting observations that warrant highlighting.

First, let’s give credit. The full McKinsey & Co. article can be found by clicking here.

Examining share price data in the days surrounding the initial announcement of deals, McKinsey found that investors in 2015 McK Ex 2continued to be neutral on large deals (as regards the buyer’s shares), which is a step up from years past when they were decidedly negative.

But The Merger Verger wants to know why and we’re given two very promising explanations:

  1. Companies are being smarter about large deals, more and more looking at them from the angle of revenue growth than cost reduction. It
    always requires an investment to reduce costs but investors appear to be saying that paying multiples over market to get those reductions perhaps isn’t the best approach.
  2. Not only are companies smarter about why to do deals but they are getting smarter about how to do them as well, as this quote from the article states quite succinctly:

“Companies may also be getting better at integration and capturing deal synergies. In our observation, the discipline, professionalism, and capabilities around integration have certainly improved.”

This warms the cockles of, you know, The Merger Verger’s heart and … under the theory of better late than never we offer the following illustration to support this post.

too soon old_570xn-333619476

(Rumor has it that the foregoing is Dutch wisdom… more advanced thinking from the folks that brought us the nutmeg, tulip manias, legal dope and the Kröller-Müller Museum.)

Deal Magic Potion

Sorry…!

Another interesting article from the folks at CFO magazine, this one from R. Neil Williams, CFO of Intuit, maker of QuickBooks, Quicken, TurboTax and other financial management tools. Intuit (Nasdaq: INTU) has done 15 acquisitions over the last two years. In his short article, Williams looks at the question, “Is there a magic potion to a successful inorganic growth strategy?”

The hags of MacbethShort answer: no … but there are keys to the process. Interestingly, having answered “no” to his own question, Williams turns immediately to the importance of strategic logic. Let the Merger Verger state that another way: he gives first priority to strategic logic, admonishing readers to be aware of (and leery towards) shiny objects that invariably come before acquisition leaders.

Pivotal Quote (wherein Williams comments on his overarching observation about deals as a means to corporate growth):

The lesson was that the most successful mergers involved [targets] that had similar culture, style and operating process. The ones that only brought economic benefit were challenged to succeed.

The Short and Sweet from the Verger:

  1. The best deals arise from a buyer’s strategic plan and they address an identified gap or shortcoming.
  2. A thorough due diligence process must include an assessment of the culture, the values and the operating mechanisms of the target company.
  3. When acquiring a company still managed by its founders/owners, make sure you and they see a common future for “their baby” under your leadership and get them really juiced about that enlarged potential.
  4. Empower your integration team to move quickly, including making rapid decisions.
  5. Determine as soon as possible the fundamental changes that you expect to make and then communicate clearly what will stay the same and what will change.

The full text of the CFO article is available by clicking here. One page, well worth reading.

If you’d like to see some of the deals that Intuit has completed over the last few years, there is good descriptive information on their website. Click here.

Final Note:

Magic potions are not a strong suit here at the Merger Verger but we can offer the following list of ingredients (sourced from an old friend).

Eye of newt, and toe of frog,

Wool of bat, and tongue of dog,

Adder’s fork, and blind-worm’s sting,

Lizard’s leg, and howlet’s wing.

You’re on your own for quantities and procedure.  Just be careful.

And I Quote

“There’s one thing I can guarantee: [integrating an acquisition is] going to suck.  You and your team are going to have doubts, get tired, and become frustrated.  That’s normal.  Keep fighting, remembering, and reminding why you did the acquisition in the first place, and keep going.”

Lawrence in the desert

Source: a short piece entitled “How to Integrate a Company You Acquire” from Inc. magazine, available by clicking here.

Photo from “Lawrence of Arabia,” (directed by David Lean), 1962.

Is Amazon / Kiva another [Buyer] / [Seller]?

When it comes to corporate hubris and strategic inanity, there is no “beating a dead horse.”  The poor animal simply will not die.

So The Merger Verger offers herewith the prospect of history repeating itself yet again, this time in the large-cap tech sector.  I quote below a series of comments from a business blog discussing the acquisition by a tech giant of a very young company in a field only tangentially related to its core operations.  See if it smells to you the same way it smells to me.

Analysts’ quotes:

  • “With today’s purchase of [Seller], [Buyer] is making its boldest bid yet to remain the most potent force in e-commerce.”

Query: does the definition of the word “bold” inherently imply “smart?” Some analysts wondered:

  • “It’s a marked departure for [Buyer], which to date has acquired only companies directly related to e-commerce.”
  • “It’s also a heckuva lot of money for a nascent business, no matter what the growth and the promise—and one in an entirely new area in which [Buyer] has no experience.”

One tech analyst went so far as to ask:

  • “… why [Buyer] couldn’t have gotten the same benefits much more cheaply and wondered if [Buyer] management might be leaning on their sizable market cap a little too much.”

Eschewing such doubters, Buyer’s CEO offered this tidbit of strategic happyspeak:

  • “Together, we can pursue some very significant growth opportunities. We can create an unparalleled e-commerce engine.”

Each of those quotes – including the one from the CEO – could have been made (and several were made) about the Amazon/Kiva deal.  But they all come from a very different transaction, one that was made in 2005 and then unwound (after a huge write-down) in 2008.  The deal?

eBay’s purchase of Skype.

At the time of the unwind, one analyst remarked:

  • “eBay seems to have bought Skype and set it on auto-pilot (destination: nowhere) almost immediately.”

So all that Meg Whitman said about her acquisition, mirroring as it does what Jeff Bezos has said about Kiva Systems, could perhaps have been realized … if they had integrated the businesses more thoughtfully.  God is in the details (another quote, architect Louis Sullivan, this time.)

I seem to be in quote mode, so I will offer one more, this one from the 18th century philosopher, Georg Wilhelm Friedrich Hegel, who said:

“We learn from history that we do not learn from history.”

To which Karl Marx appended:

 “He forgot to add: the first time as tragedy, the second time as farce.”

The eBay acquisition of Skype was a tragedy, to use Marx’s term. It was one part strategic clunker and three parts integration disaster.  The Merger Verger will watch with interest to see if the Amazon acquisition of Kiva – repeating history – turns into a Marxian farce.

Previous postings on Amazon/Kiva:

Further reading on eBay/Skype:

Amazon + Kiva: I Think I Finally Get It

I’ve worn a groove in my head from scratching it on last week’s Amazon-Kiva Systems deal.  After reading all the press stating what a crafty move it is and after the huge uptick in Amazon’s (NASDAQ: AMZN) stock price, The Merger Verger feels like the odd man out on this one. [Original posting here]

I still disagree with all the fawning Wall Street analysts and tech-media commentators but I think I have homed in on an explanation.  Let me offer up some facts and then some observations.

Facts:

  1. Jeff Bezos built a spaceship to go to Zebulon or  some place.  (You can look it up.)  The guy clearly has a “boys with toys” problem.  Robots – even ones that look like giant orange throat lozenges skating around a warehouse floor – count as objects of desire. (Earth to Jeff.)
  2. Kiva (founded in 2003) creates leading-edge material handling systems used by an impressive list of customers, including units of Amazon (but not Amazon itself).  It’s privately held but recent revenues were reportedly north of $100 million, making the purchase price of $775 million a bracing 7X multiple of sales. (Yikes.)
  3. Amazon has a long history of successful acquisitions, but all of them of the horizontal type. They have vertical partnerships but their experience in integrating a company whose business fundamentals are entirely different to theirs is basically nil. (Uh-oh.)
  4. The company’s press release about the Kiva acquisition says a big nothing about the rationale behind it and offers only one minor tidbit about the plans for its integration: Kiva’s HQ will remain in Massachusetts.  (Whoopee.)
  5. Equity analysts have settled on the rationale that Kiva robots will bring significant efficiencies to Amazon’s order fulfillment process, which they should.  (At an NPV of minus how much?)
  6. Other analysts have pointed out that the move could be a competitive one, designed to prevent others from having the cost/efficiency advantage associated with the Kiva system, thus enabling Amazon to defend an important advantage. (Come on guys.)
  7. One or two analysts have floated the idea that all those reasons apply but are small beer; the real reason is that Kiva unlocks a door to the next transformational step for Amazon. (Now, ladies and gentlemen, we may be getting somewhere.)

Here’s The Merger Verger’s take on all that:

  1. The absence of any Amazon commentary on the deal’s strategic rationale could be a case of intentional competitive silence but it sure smells like the lack of any meaningful strategy to describe.
  2. On the efficiency explanation, to suggest that the best way to capture the benefit of a key component of your operational infrastructure is to own it outright is just hubris.  By that line of thinking, Amazon should buy a corrugated box manufacturer, UPS should buy a truck maker and Apple should buy, well, China. Metaphorically speaking, there must be some compelling reason to own when you can rent.
  3. As a corollary, one does not pay 7X sales to obtain operational efficiencies; that’s just stupid.  One pays that kind of multiple to launch a sales rocket.
  4. Similarly, to buy a technology company merely to prevent competitors from gaining access to it is a flaccid strategy at best.  Even acknowledging Kiva’s technological superiority, squirreling it away for Amazon’s exclusive internal use merely invites robotics wannabes to fill that void.
  5. Again, one does not pay 7X sales for a company that one intends to prevent others from patronizing. For Amazon to gain an economic return, Kiva must be able to sell its products widely.
  6. So what one DOES pay 7X sales for? One only pays that kind of money to unlock a transformed future.

Amazon is already a world-leading provider of retail fulfillment services, both internally and as a third-party provider for others.  It has the expertise and infrastructure to keep growing this “pick and pack” business.  But Kiva – owning it, not just renting it – could provide the last essential component of the next generation of competitive dominance in the space. By this thesis, the facilities and operational expertise that already exist at Amazon get combined with a future-pathway technology to create a logistics service that is domain leading and defensible. That makes sense to me.

Ironically, if my analysis is right (not just boys-with-toys, not just hubris, not merely operational efficiency, not competitive paranoia) Amazon has some gigantic integration challenges ahead of it.  But I wouldn’t bet against them.

Information on Kiva:

Click here for the company’s website and here for a series of videos showing the system in action. Click here for an amusing robotic interpretation of the Nutcracker Suite entitled “The Dance of the Bots.”

Meredith: Focus on the Fleet Feet

The recent acquisition by Meredith Corporation (NYSE: MDP) of Allrecipes.com strikes The Merger Verger as a strategically brilliant deal.  It doubles their digital revenues with the top food website in the world and brings them enormous digital media and social networking expertise. The leverage potential is high, with opportunities to create value from Allrecipes to Meredith and vice versa.

But, having made four acquisitions in the last eight months, the company needs to settle down and make these deals work … now.

Meredith is buying two distinct forms of fleet-footed assets: customers and tech expertise.  Blow the first few months of integration and the acquisition’s value proposition could deteriorate rapidly due to site visitors or employees taking flight. 

Allrecipes.com is a very strong site that has generated a powerful brand.  That suggests a degree of customer stickiness that would in turn suggest focusing first on retaining talent within the organization. 

 

Recommendations for Meredith:

  • Turn the new-deal tap off (or way, way down).  I know that Meredith Chairman & CEO Stephen Lacy sees a host of great media properties available in this post-recession environment but now is the time to “get right” those that he has already done, not get more to do.
  • Communication will be a key part of the integration puzzle.  With such a strong strategic intent, they should be telling anyone who will listen about the benefits available to both organizations by thoughtfully executing on it (and telling it over and over).  Touch the Allrecipes employees, particularly the key IT folks. Get down with them where they are.
  • Having purchased a company with a strong social media component, respect that society.  However alluring the opportunity might be to start selling their other products to Allrecipes customers, do not rush around stuffing them with offers.  Instead, contribute to their social experience, demonstrate the potential of cross fertilization with the other properties and invite them into the expanded world of Meredith.  Pull, do not push.
  • Incorporate Allrecipes.com thought leaders (at multiple levels) into the larger game planning for Meredith’s digital future.  It will send positive signals about the role of “new media” in a historically print-based company and increase the flow of expertise and ideas.  Oh, and listen to the ideas from the Allrecipes guys; their input is not just for show.