When we last saw our heroes in the first installment of this
serial about the experience of living through the technology goldrush of the
late ‘90s, the company had started to move towards consummating the deal we had
struck to be acquired. The due diligence process began. Strangers began poking
their noses in our books. Lots of meetings and lots of questions. Did we have
any skeletons in the receivables closet? Any exposure to legal actions? Unbilled
work-in-process that might not be billable? Too much business with one client?
Strength of the management team?
We must have said and done all the right things because
things moved forward, and the deal was signed. Turns out that it was a most unlikely
takeover organization: a nationally recognizable telco (let’s call them BigCorp).
(Incidentally, if you’ve ever been in this situation, you
know how critical it is to make sure that the management team has it’s A-game
going in all meetings. The scrutiny of every detail is intense, and begins from
day-one of due diligence).
The deal came with some pretty aggressive revenue and income
targets to meet if the principals were to make their individual comp packages.
In fact we had to take our revenues from $19 million to $30 million to maximize
our performance bonuses. Worse still, there were thresholds that had to be met
completely or no bonus accrued. So the heat was really on. Luckily the market
was still red hot.
In light of the massive changes that were underway, we of
course assured the staff that nothing much was going to change! “BigCorp will
let us operate the way we had thus far. Our management will still be calling
the shots”. Which of course really didn’t turn out to be true, because BigCorps
don’t operate that way. However, at the time we really thought it would be
possible. Ah, the naivety of (relative) youth…
We started the process of meeting with the board member of
BigCorp assigned to oversee our progress. These meetings started out as love-ins
while the market was strong and our margins were great, but as the market
evolved to be more challenging, the meetings became a whole lot more
hard-edged. Suffice to say that monthly performance reporting became a lot less
pleasant!
In that first year under new ownership, there was an
exhilaration driven by the need to make
the performance targets. We were pulling out all the stops and working crazy
hours, but it didn’t seem to matter. We did whatever it took to close and
execute new development contracts.
As it happens, we made our upper performance targets by the
slenderest of margins. As the deadline approached the atmosphere got really
tense because there was so much at stake for the principals. But it could
easily have gone the other way which would have been a real back-breaker if we
had fallen short.
However, not long afterward was the nosedive of the
marketplace after 2000. The demand for custom development came to a screeching
halt. Soon we had as many people on the bench as we did at clients. We were
doing more unexciting projects for BigCorp than outside client work which was
generally more stimulating.
From takeover to the downturn of the market, there was a gradual
erosion of the entrepreneurial feel of the company (a phone company will do
that; they’re not exactly bastions of entrepreneurialism). There was the
obvious loss of our freedom to make decisions, especially as our results
deteriorated. We became more and more subsumed into the processes of BigCorp.
There was the feeling of the gradual tightening of the restraints from the
mothership.
Finally, downsizing of the staff had to begin. We all
struggled hard with layoffs because this was all new to us, having spent our whole
history expanding. The notion of contraction just wasn’t in our business
vocabulary. Morale inevitably began to erode as the team began to shrink.
So what did we learn?
Things are never, ever the same once control passes from
your firm. In this case it was a buyout (later compounded by a merger with
another firm). It would likely be the same for an IPO.
It is well-neigh impossible to keep the small-firm,
entrepreneurial feeling going within a large bureaucratic company. Just doesn’t
happen. The old “snap, crackle and pop” just disappears. You just cross a line
and there is no going back.
Of course, you tell yourself that while that cherished
entrepreneurial feeling has been lost, you’ve gained the deep-pockets and
presence of the acquiring company. In our case (and many others that I’ve been
told about and read about), the expected extension of our market reach never
happened because BigCorp’s salesforce didn’t really understand our products and
services. And invariably the quota/compensation system got in the way.
Ultimately, the acquisition never netted the benefits that
either company had hoped for, which underlines the need for due diligence
beyond that done by the accountants. The senior management teams of both
companies need to clearly conceive of what strategic value the relationship is
intended to create. If they can’t, then the marriage will undoubtedly sour for
both parties.
GR