VP, Human Resources. Jeff Alvis Director. Karen Luce Director of Learning and Development

Transcription

1 Ken Mahlke VP, Human Resources Jeff Alvis Director Karen Luce Director of Learning and Development 1

2 Keystone Overview Keystone has helped clients across a variety of industries with mergers and acquisitions of varying sizes and complexity Keystone Values Clients Teams Focus Results Manufacturing, distribution & transportation companies Small, experienced teams that blend industry & consulting experience Execution 70% of our work is helping clients implement solutions Provide 5x to 10X return on investment with Keystone Clients realize seamless transition and >100% of synergy targets M&A Services Operational Due Diligence Pre close integration planning Post close execution Project management Subject matter expertise Resources to supplement client teams Select Clients 2

3 Integration Process We utilize three concurrent cu work streams s beginning g during diligence, raising people and communications issues early and often... Phase I Due Diligence Phase II Phase III Phase 1: Integration Planning Phase 2: Integration Planning Integration Execution LOI SPA and Announcement Transaction Close Days Deal Priorities and Approach R Day 1 Business Continuity T Operational Transition Synergies and Risks Leadership Workshop Soft Goods People, Culture and Communications Synergy Panning Synergy Realization Organization Structure, Culture and People Integration Integration Launch Integration Launch Integration Execution leading to a smooth transition and getting ahead of the value curve. Integration Refinement Soft Goods Parallel Project 3

4 While business issues can derail a deal Poor deal Unrealistic synergies Price too high Competitor reactions Business issues Poor management 7 22 Poor communication 19 Cultural differences Lack of employee support Good deal poorly implemented Poor culture fit Key people leave Ineffective communications people and culture issues are the culprit 70% of the time.

5 The Importance of Culture Assessing and managing g cultural issues is an important element throughout the process Important Because - The inability to assimilate cultures is one of top three causes cited for failed acquisitions - 70% of the respondents to Keystone s survey of serial acquirers gave themselves poor marks on culture diligence and assimilation - Leveraging differences between the partners can lead to a stronger culture in the new organization Definition iti of Culture The Hidden Layers of Culture Public Behaviors Norms and Values Private Behaviors - The underlying beliefs, values and assumptions Beliefs on Human held by members of an organization and Nature and Reality - The practices and behaviors that exemplify and reinforce them - Visible - working hard, dressing conservatively, friendly - Invisible - do it right the 1st time, being honest and ethical in all transactions ti Culture beats strategy every time. A. Vikström Persson, SSAB 5

6 Culture Assessment To develop the culture integration strategy, we utilize a comprehensive approach, using qualitative and quantitative input... Denison Culture Survey Data-driven analytical tool Sufficient detail for deeper investigation Cuts across different locations and levels Observations and Public Information Stated values and work environment Style and structure Business processes Management and Employee Interviews Decision-making process Management style Important processes and keys to success Measurements, metrics and incentives this ensures that action plans will move to the desired culture, take advantage of respective strengths and not harm key processes. 6

7 Overhead Door Corporation Ken Mahlke VP, Human Resources

8 Overhead Door Corporation HR Vision Human Resources We are a key strategic business partner known for maintaining a brand and a culture that attracts, develops, engages, protects and retains Powerful People. HR Mission We provide proactive human resources solutions for our customers that align with our company vision and values. We make is possible for people to achieve remarkable results!

9 Overhead Door It all begins with LEADERSHIP lē-dər-ship\ - Inspiring and lē dər ship\ Inspiring and enabling others to work together to achieve extraordinary results.

10 Overhead Door It all begins with LEADERSHIP What do we mean by inspiring? What does is take to inspire (or engage) employees to meet or exceed their Performance Goals? ENGAGEMENT: Motivating employees to expend discretionary effort to perform well and inspiring them to stay with the company.

11 \lē-dər-ship\ \ - Inspiring i and enabling others to work together th to achieve extraordinary results. As a leader/businessperson why is inspiring or engaging so important to me? According to Gallup, companies with engaged employees.. Enjoy an 86% higher customer satisfaction level Have 70% better employee retention Are 70% more likely to have higher productivity Have better safety records; and. They nearly double the profitability and earnings per share of their industry counterparts!!!!

12 Overhead Door POWERFUL PEOPLE Powerful People are. Skilled Engaged Empowered I m ON it!!! Equipped Fulfilled

13 Overhead Door POWERFUL PEOPLE Heavy focus on talent agenda: A culture that supports POWERFUL PEOPLE Secure leaders who continuously improve the quality of their team An Employer Brand that allows us to get the right people on the bus A learning environment that continuously enhances capabilities Business processes and tools that provide the opportunity for people to do what they do best every day A total compensation program that rewards individual and team achievement So the cultural dynamics of an acquisition are critical

14 Overhead Door: Our Marketplace Garage Door Market size in normal economic conditions approximately $1.9 billion (residential $1.1 billion, Commercial $825 million, 2007 estimate) Recession caused rapidly declining volumes contributing to increased price competition and eroding industry profitability Industry capacity adjustment was necessary to restore economic health to the industry acquisition was an answer Considered options chose WD due to channel and product fit, sophisticated manufacturing and product technologies and probability of synergies

15 Overhead Door Overview OHD $700M division of $3.4B Sanwa Shutters in Japan In business since 1921 acquired by Sanwa in 1996 Includes: Overhead Door Residential & Commercial doors and openers Genie Residential and commercial openers Horton Automatics ti Sliding, swing and revolving commercial doors TODCO Truck Doors Overhead Door is Dallas-Based, Genie and TODCO are Ohio-based and Horton is in Corpus Christi, TX 15 plants and 24 Sales Centers across the country, and in Mexico Strong in commercial door and openers Multi-channel distribution

16 Wayne-Dalton Overview $450M privately held door and opener business in Mt. Hope, OH 1,500 employees In business since plants 8 in US and 2 in Europe and 54 sales centers Strong in builder doors and retail Multi-channel distribution

17 Overhead Door Wayne-Dalton Integration Plan 1. Retained The Keystone Group, Chicago, IL. Jeff Alvis

18 Overhead Door Wayne-Dalton Integration Plan 2. Produced and communicated LOI. 3. Continued Due Diligence Process. 4. Developed Comprehensive Change Management and Communication Process. Key Message Development to all audiences. 5. Scheduled key salaried employee assessments (talent due diligence). 6. Scheduled comprehensive orientations in all locations

19 Overhead Door Wayne-Dalton Integration Plan We were aware of potential cultural issues WD and OHD were fierce competitors. Competing against each other on the same battlefields for the same customers. WD has downsized its corporate office team. Cut pay furloughed eliminated 401(k) match. Lost a few key people. Concerned about possible extreme cultural differences much more entrepreneurial less structured no SARBOX or J-SOX.

20 Overhead Door Wayne-Dalton Integration Plan 7. Met with Denison Consulting to diagnose the cultural similarities, differences, and synergies. Our mission is to improve the performance of Our mission is to improve the performance of organizations by improving their corporate culture and leadership.

21 Overhead Door Wayne-Dalton Compelling to us was: Integration Plan Track record - Denison s performance in helping all types of organizations improve their results by optimizing their culture and increasing the effectiveness of their leadership. Research base - At the core of the Denison approach is a set of diagnostic surveys, rooted in their research linking organizational culture and leadership to performance outcomes. Electronic Delivery Tools that are efficient to use Simplicity The model is simple to understand and to develop Action Plans to improve Competitive Pricing We re cheap expense conscious

22 Denison Culture Survey Adaptability Pattern..Trends.. Market Translating the demands of the business environment into action Are we listening to the marketplace? Involvement Commitment... Ownership Responsibility Building human capability, ownership, and responsibility Are our people aligned and engaged? What Counts Mission Direction..Purpose.. Blueprint Defining a meaningful long-term direction for the Company Do we know where we are going? Consistency Systems Structures Processes Defining the values and systems that are the basis of a strong culture Does our system create leverage?

23 Denison Culture Survey Feedback

24 Overhead Door Wayne-Dalton Planning for Peak Performance 1. Communicate Results to participants. 2. Ak Ask for Input Met in focus groups to identify if root causes for areas that need improvement and ideas for improvement. 3. Develop ACTION PLANS that are of, by, and for the people to improve our effectiveness. 4. Follow Up to ensure that Action Plans are achieved. 5. Resurvey to measure progress 1 year later.

25 Action Planning: ADAPTABILITY INDEXES Creating Change: High-performing organizations welcome new ideas and are willing to try new approaches to doing things. They see Creating Change as an important part of the way they do business. The leader understands the organizational environment, quickly reacts to current trends and anticipates future changes. He/she works with their group to create adaptive and innovative ways to meet changing needs. DEVELOPMENT SUGGESTIONS 1. Facilitate t change by asking employees to participate i t in developing and implementing change initiatives. 2. Examine significant departmental systems and processes to ensure that they support change. 3. Conduct a discussion on John Kotter s 8 Steps to successful change and how the team can utilize these steps to foster change. 4. Conduct a discussion on how the team can use technology and innovation to increase its effectiveness. 5. Have employees participate in cross-functional teams, job rotations and temporary assignments. Customer Focus - is critical. Employees recognize the 1. Visit customers. Create a calendar and require team members need to serve their customers both internal & to visit them. 2. Survey or ask internal and external customers how your team external. They continually look for new and improved ways can improve its service. to meet and exceed customer expectations. Effective 3. Invite customers to meetings to help identify priorities and point leaders are driven to clearly understand the present and out opportunities. future needs of their customer. They seek ongoing input 4. Ensure that written goals and objectives include metrics for from the customer, continuously strive to incorporate customer feedback into the decisions they make, and ensure that all employees are driven by a concern to satisfy the customer. measuring customer service. 5. Always ask How does this decision / action affect customers? Organizational learning - Thoughtful risk taking is encouraged. Organizational Learning means we gain knowledge from successes and failures. Our first reaction to reasonable mistakes is not Who is to blame?, but rather What can we learn? Leaders encourage innovation, risk taking, and continuous improvement. He/she sees 'reasonable' mistakes as opportunities for learning and developing capabilities. They adopt the philosophy of 'forgive and remember. 1. Conduct post mortems after projects to identify what went well and what didn t. 2. Challenge the process; expand the comfort zone. 3. Recognize and reward calculated risk taking. 4. Establish regular communication opportunities to ensure focus on important issues. 5. Locate opportunities for team members to acquire new skills. Provide chances for employees to play up and take on more if they are interested t and capable.

26 Overhead Door Wayne-Dalton Planning for Peak Performance

27 Resurveyed in February 2011 Improvements in some key areas. Regression in others due to change. Repeated the ACTION PLANNING process. Will resurvey in early 2012.

28 FINAL ACQUISITION TIPS Get a partner early to plan for Day 1 - Like KEYSTONE they do this for a living. Include TALENT in due diligence. Pursue synergies relentlessly - with a process like Keystone s. s. Communicate breathlessly develop key messages from the start and stay consistent to them. Manage change - Learn and practice successful change management principles Like John Kotter s 8 Steps to Successful Change Involve stakeholders - in decision making It things don t happen with you, they feel like they re happening to you.

29 FINAL ACQUISITION TIPS Meet the People Early - Get out in the facilities to communicate key messages and LISTEN to and address their thoughts and concerns. Develop a Day One Org Chart Early Make any changes quickly and simultaneously. Understand Culture Gaps Use Denison to provide you with a simple, easy to understand and take action process. Develop a synergistic culture not yours or theirs but the best of both and a Denison High Performance Culture. Study the process and learn from mistakes then do the next one!!

30 QUESTIONS? THANK YOU!