I consult, write, and speak on running better technology businesses (tech firms and IT captives) and the things that make it possible: good governance behaviors (activist investing in IT), what matters most (results, not effort), how we organize (restructure from the technologically abstract to the business concrete), how we execute and manage (replacing industrial with professional), how we plan (debunking the myth of control), and how we pay the bills (capital-intensive financing and budgeting in an agile world). I am increasingly interested in robustness over optimization.

I work for ThoughtWorks, the global leader in software delivery and consulting.

Sunday, November 30, 2014

The CIO and M&A, Part I

"It is hard not to be cynical about this. M&A is a great process for creating fees for bankers, and for destroying the value held by shareholders."

-- John Authers, writing in the Financial Times

Industries tend to go through waves of deal-making. Sometimes it is divestiture or separation: sprawling firms that serve different buyers or markets don't achieve much in the way of operating efficiency, and a "conglomerate discount" priced into their equity means there is value that can be released by dividing a firm into multiple businesses. This is something H-P did in the late 1990s, and is about to do again. But usually, deals are acquisitions: competitors merge to gain more power over costs and prices (United Airlines merging with Continental); large firms acquire smaller ones to enhance their core (Yahoo has been on an acquisition tear in recent years), diversify their markets, or simply to prevent a firm from falling into the hands of competitors (Microsoft's acquisition of Skype).

The justification for a merger or acquisition usually involves some quantification of synergistic benefit: the two businesses have so much in common they can achieve greater profitability together far sooner than they would be able to on their own. This can be achieved through sales: Company A and Company B sell complimentary products to the same buyers; a merger of the two would allow for cross selling, resulting in larger and more lucrative sales. It can also be achieved through operating efficiencies: Company A and Company B can operate just as effectively with, say, 70% or less of their combined procurement, finance, accounting, HR and IT organizations.

The expected synergistic benefits to revenue and costs are calculated, then taxed and capitalized, to come up with a hard economic value to doing a deal. This makes them important to the CEOs involved because they help them sell their respective boards - and shareholders - on doing a deal. Their importance increases in direct proportion to the premium an acquirer is willing to pay to buy another firm. Synergies can be substantial: the proposed synergies of the merger between Office Max and Office Depot exceeded the combined market capitalization of the two firms.

* * *

"Most deals fail to create value because the buyer paid too much, or because the acquirer failed in the difficult task of sticking two companies together. Glossy proclamations of new strategic visions often boil down to a prosaic cost-cutting exercise, or into a failure of implementation."

IT is at the center of deal synergy. Obviously, we don't want to pay to maintain multiple e-Commerce sites or pay licensing fees for multiple ERP systems. But redundant IT systems can increase the cost of doing business: if we need people in finance to write custom reports to combine financial reporting across the two businesses, the merger has increased our total cost of operations. We need to combine systems, and do so quickly.

There are plenty of cookie-cutter frameworks for combining businesses, even their technology systems and operations. This also means there are plenty of platitudes to go round: "Involve the CIO as part of the executive team from the start" and "IT doesn't work in isolation". True, but not very helpful. Rubber hits the road in M&A in the actual combination - and reduction - of systems. Platitudes will not change an ugly operating reality.

IT in M&A can be a very messy business. For example, suppose Company A acquires Company B and intends to move Company B - running a highly customized & partially proprietary ERP - over to Company A's similarly customized, but commercial-off-the-shelf, ERP system. Company B has very different business processes and communication channels from Company A. The new divisional leader for that part of the combined company is from Company B and decides he wants those processes applied to the combined business. IT must now make changes to Company A's ERP system and dependent code to accommodate this change, in addition to migrating data. Costs just went up and the consolidation timeline just got longer - and depending on your point of view, it looks like an IT problem.

This also applies to the mundane stuff. For example, IT learns that the data and data structures in Company B don't exactly line up with Company A, so data migration is going to take more effort than originally expected. IT responds by creating data warehouses to house consolidated data so that Finance can run its consolidated reports. Costs just went up, as did operational complexity: those warehouses - and the ETL that refreshes them - have to be maintained and updated.

When companies pay a premium to fair value of net assets for a business they acquire, the excess is recorded on the balance sheet as goodwill. In theory, the value of the combined business should increase as synergies are realized, obviating the need for goodwill. The reality - and core to Mr. Auther's comments above - is that companies have a tendency to pay too much in acquisitions and end up taking a writedown. One study found that between 2003 and 2009, some 4,600 firms wrote-down goodwill due to impairment, amounting to 20% of total recorded goodwill. The study went on to report that there are some serious ramifications to this. For one thing, "the news of goodwill write-off [...] precede[s] CEO resignation and can trigger shareholder lawsuit." For another, "Firms with goodwill write-offs significantly under-perform in future." (Feng Gu, Goodwill and Goodwill Write-off: Economic and Accounting Implications)

So, in a M&A situation, there's a lot on the line for the CIO: you don't want to be the reason the boss loses his job, and you don't want to be a reason why the stock price underperforms. But your operating reality is messy: you're beholden to tribal knowledge of systems you've inherited through the acquisition, you're at the mercy of business decisions that are made for local optimization or simply local convenience, and you're under the gun to enable finance and accounting to create the patina of a combined business for the benefit of the people who approved the deal. As CIO, you'll be under pressure to extend and even bump your payroll to prevent loss of knowledge, create teams to chase business decisions with new software, and take on technical and operational debt to make good on immediate needs.

There is no playbook for this.

Next month, we'll look at how a CIO can square this circle.