Integration Insights from Lower Middle Market. Chris Schumann Senior Managing Consultant

Transcription

1 Integration Insights from Lower Middle Market August 7, 2012 Chris Schumann Senior Managing Consultant Housekeeping Items To receive CPE o Participate in entire webinar o Answer all four polling questions when provided Technical Issues o To help prevent technical issues, please close any unnecessary programs currently running on your computer o If you experience any technical issues, immediately contact L&D (via BKD LandD@bkd.com) 2 1

2 Housekeeping Items Other Items o This presentation will last approximately 50 minutes, followed by 10 minutes of questions & answers o If your question was not answered, please contact either today s presenter (contact information will be provided on last slide) or our Learning & Development team at LandD@bkd.com 3 Integration Insights from Lower Middle Market August 7, 2012 Chris Schumann Senior Managing Consultant cschumann@bkd.com 2

3 Poor post-acquisition integration is often cited as common value-killing culprit In lower middle market, integration is considered easier, but deal risk is still significant 5 Goal is to share observations from past 18 years working in this space o Unique risks facing lower middle market add-on acquisition strategy o Insight on how to potentially avoid pitfalls that can keep your deal from delivering on its intended value 6 3

4 Thesis All investments start with thesis (either formal or ad hoc) Must also assess strategic, operational & structural risk factors present Develop mitigation strategies to reduce these risks Mistake often made is not translating strategies into coherent set of priorities addressing real issues affecting people, processes & systems 7 Polling Question 1 If acquisition risks are identified before killing deal, buyer should Immediately walk away from deal Alter deal thesis & lower expectations Work with seller to re-price deal Work to identify mitigation strategies to reduce deal risk Unsure 8 4

5 Essence of Deal All add-ons are either plays of capacity or capability o Capacity leverages existing processes & systems o Capability requires distinctly different organization & infrastructure Failure to account for differences between capacity & capability play is highly detrimental to post-acquisition value creation 9 Capacity vs. Capability Repetitive, mass production, consumer products company acquires custom design, small lot producer in dissimilar market High-volume apparel finisher acquires highvolume apparel finisher in new geography 10 5

6 Which are These? Does it Matter? Configure to order, industrial equipment manufacturer acquires design-build systems integration company Custom metal fabricator acquires fabricated medical products in new industry via carve out 11 Which are These? Does it Matter? Configure to order, industrial equipment manufacturer acquires design-build systems integration company Misunderstood complexity & requirements on process & systems BOMs, engineering, etc. (acquirer treated deal as capacity play) 12 Custom metal fabricator acquires fabricated medical products in new industry via carve out Thesis was troubled from start, did not understand add-on s risk factors, product margins or inventory requirements (acquirer treated deal as capacity play) 6

7 Polling Question 2 An add-on/merger which intends to leverage existing infrastructure, processes & systems is Capability play Expansion play Capacity play Rationalization play Unsure 13 Integration & Future State Cost objectives determine whether future state will require minimal or full integration o Capacity plays provide opportunities for margin improvement, i.e., leverage, consolidation, etc. o Capability plays are seldom about cost reduction 14 7

8 IT Integration Objectives A Big Deal! Enable business to achieve merger objectives Unify businesses & functions Consolidate without interrupting operation Enable cost savings Achieve greater benefits from IT 15 IT Strategies Status quo two systems Aggregate information consolidate at high level One company trumps other Select best of both & integrate with middleware Replace both systems & transform operations Strategies chosen must consider fragile short term & value creation in long term 16 8

9 Integration & Unique Aspects of MM Lower middle market companies often revolve around founder/owner o Company may lack formalized processes & structure o Subset of critical employees hold disparate amount of secret sauce Integration becomes more about enhancement (professionalize the business) 17 Implementation Planning Incorporate people measures into design of integration plan Make sure processes & systems serve as valueadd enablers & not obstacles Plans & timetables must be calibrated according to critical need & degree of difficulty 18 9

10 Polling Question 3 Middle market, founder/owner companies often display following risk characteristics Company has entrepreneurial culture Company may lack formal processes & structure Employee roles are defined by "unwritten" contract Employee attire is informal Unsure 19 Example Integration Planning TCI - PROJECT PLAN Team # Project # Mar-XX Apr-XX May-XX Jun-XX Project - General 100 Establish Project Leadership Team 110 Establish Working Project Teams 120 Define Roles & Responsibilities 130 Establish Ground Rules for Vetting Ideas, Timetable, Priority Ranking 140 On-going Project Update Events (Bi-weekly?) / Go-Forward Descision Points Current State Review (Door to Door) 200 Compare Current Value Stream to Original Design - flow, tools, trans sets, & responsibilities 210 Create Prioritized Go-Forward Plan (By Functional Area, Specific Flow, or Critical Control) 220 Recast Organizational Chart - People Plan, Newly Defined Roles & Responsibilities (ongoing) 230 Process Enhancements 300 WO Packet & Shop Floor Transactions 310 Clean Up active Work Orders Formalize simple process changes (see detail task list) Define work instruction requirements & implement Documentation & Training System - Implement "locks" System - Implement other enhancements (see detail task list) Master PLPV Drivers, BOM and Costing 320 Item/work center rate project Update labor rates and overhead factors Finish review of outside processor / unit cost table Formalize process changes & responsibilities (including prototype opportunity) Test cost changes for impact System - Implement cost roll up changes Documentation and Training 20 10

11 Example Integration Plan Integration Timeline Sales & Marketing Integration Marketing Develop customer communication to be joint signed Develop database of Target customer list for communication Develop product rationalization/consolidation plan and communicate in initial customer letter Develop press release package and distribute to key media outlets including key customers Develop and print business cards for key sales team Develop, convert and consolidate Target literature into Company look & feel Accountability January Develop web link for Target to company (transition) Develop and communicate factored products strategy Sales Develop employment contract for Target key salesman along with role statement and compensation structure Key customer visits Establish 2011 sales forecast by product by customer Develop pricing strategy for fence slats and communicate to customer base Develop cross selling strategy for Target customers and company customers Develop customer service fold-in plan for locations Ensure EDI integration with appropriate product sites 21 Operations Integration Manufacturing Decide which Target parts will be made where Analyze existing inventory position at Target, as well as their production plans over next 6 weeks. Compare to sales requirements over next 12 week period Example Integration Plan Integration Timeline Determine resource requirements to fulfill sales requirements equipment, DL, machine time Resource gap analysis and countermeasures Determine how long to leave Target running while Company plants build inventory Procurement Review supply chain with Target group Contact Target supply base and review any open issues Transfer accounts and credit lines Incorporate Company PO controls Review open sales orders against current inventory position Phased purchase schedule per current forecast Accountability January Quality Analyze Target prints / procedures currently in use to manufacture parts to customer specification Close any gaps in information Open customer issues review and complaints analysis IT Integration EDI List of existing EDI customers in descending order by transaction volumes and current EDI technical specs Implementation timeline from service provider Determine software requirements to support new EDI transactions Develop interim plan to run dual systems, supporting EDI transactions from Target s existing platform during integration Finalize Integration Plan 22 11

12 Example Integration Plan Integration Timeline ERP Determine integration method for historical data Configure account map Obtain sample data for controller and test Analyze Target historical data and design architecture Data Migration Develop integration method for migrating ERP data Analyze sample data to estimate timeframe to cleanse data and supplemental data requirements Setup data repository Accountability January In Process Complete Deliverable 23 Implementation No two implementations are alike Following project considerations are critical o Project office prioritizes & coordinates teams efforts according to project timetable o Integration is led by individual with authority o Both sides of transaction staff project teams Imperative capable management must continue operating both businesses 24 12

13 Polling Question 4 In order to make integration effort successful, company must insure Project office is established to coordinate efforts Clear project timeline should be established Implementation project has clear champion Capable management continues to "tend to" both businesses All of above 25 Chris Schumann Senior Managing Consultant cschumann@bkd.com 13

14 Continuing Professional Education (CPE) Credits BKD, LLP is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: The information in BKD webinars is presented by BKD professionals, but applying specific information to your situation requires careful consideration of facts & circumstances. Consult your BKD advisor before acting on any matters covered in these webinars. 27 CPE Credit This presentation may be eligible for CPE credit upon verification of participant attendance; however, credits may vary depending on state guidelines For questions or comments regarding CPE credit, please BKD Learning & Development Department at training@bkd.com 28 14