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Sunnyvale and Pittsburgh
7/15/2004

The Alpe d'Huez

Ariba merges. Now what?

The Outlook

When two weak swimmers are caught out in deep water, their natural inclination is to avert drowning by clinging to each other.

We all know it won't work, but that's what happens.

Are FMKT and ARBA like those two weak swimmers, unable to make it on their own and, in desperation, looking to the other for support? The market seems to think so; ARBA stock post-merger is at 52-week lows.

I've been watching these companies for a long time now, and I think the market is wrong. If the two companies are gasping for air, it's because they're two fairly competitive bicyclists, who have to climb the Alpe d'Huez (the hardest climb in the Tour de France), and have decided to draft each other (save strength by riding in each other's wake).

I'm not saying they're going to make it. The Alpe d'Huez is a formidable climb. But I am saying that the struggle is not pathetic, not silly, not doomed. It's simply a big challenge, whose parameters are clear.

Here's what the new company has to do:

  • Figure out a very large, but very confused market
  • Make money with a business model and go-to-market model that is sane, but never really been tried before.
  • Convince the Street and the marketplace that this time, this company actually provides a unique and compelling value proposition.

Nothing new, here. These were the challenges two years ago, too. What is remarkable, though, is how much the situation has improved for Ariba in the last two years and how much better positioned it is.

Let me go through each of these challenges in turn.

The Market

The core market for Ariba is the purchasing organizations at large companies, the people who manage the company's spend on raw materials, services, temporary labor, supplies, etc. Historically, this group has not been a big buyer of software; they were largely bypassed by the ERP revolution and even by the e-procurement revolution.

Purchasing organizations vary widely in effectiveness. A few work really well. They are organized and centralized, with well-educated and knowledgeable buyers, who understand what they're buying and can get excellent prices and very high quality on everything. Others work really badly; they do little more than operate fax machines. The large, large majority do some things well, many things poorly, and operate at a level that is far below what they could achieve.

Most of them would like to improve, of course. Two years ago, the organizations that wanted a big improvement fast would not typically turn to a software company. They might bring in a crackerjack VP of purchasing, or they might hire Bain or McKinsey (or IBM) to analyze their sourcing. If they did turn to software, it was because they had a specific problem that software might help with, e.g., too much maverick spend (to be controlled by e-procurement), or not enough price pressure on suppliers (to be managed with auctions).

One reason for their doubt was the shabby record of software installations, relative to the claims. But another reason was just plain common sense. The key in purchasing organizations is to buy smarter. Software by itself doesn't make anybody smarter. These organizations saw and I saw and you would see that at most, software would have to be a component of a larger effort. You can't just throw some simple-minded auction software at an organization. You have to figure out how the auction is going to be used within the context of your existing supplier relationships.

Software can give you accurate information about your spend, help you coordinate efforts in strategic areas, provide continuity in your sourcing process from strategy to compliance, or let you use whiz-bang tools (auctions) to put pressure on suppliers. But if your data is bad or you don't know what to do with it, your compliance with contracts is poor, or your understanding of your suppliers is poor, software won't matter.

You wouldn't hear this from the software companies or the analysts, of course. But I did hear it two years ago from potential customers. As always when a software idea hasn't crossed the chasm, these were prudent buyers who were cautious. They wanted proof and a clear path forward and an understanding of how the total solution would be achieved. They didn't want just a CD and a prayer.

Two years later, the view of what this software is and how it can be used has changed, I believe.

Two things have happened. First, there are now some startling proof points. Very large brand-name customers have changed their sourcing processes substantially and saved big, big bucks. Second, the market is coming to understand how software (or FMKT's expert services--for my purposes, they are the same) can be used effectively.

Of the two changes, the first (the big successes) is the more startling and the more tangible. These stories have not gotten the attention I think they deserve, so let me tell you about a few of them, briefly.

At the Ariba User Conference, I heard three. The staggering one was from ExxonMobil, which reported billions (I've been asked not to repeat the actual number) in procurement savings post-merger, a savings that they say they could not have achieved without Ariba capabilities. Billions.

Of course, you might expect that from a huge global company that is going through a merger. But what about an airline? Airlines are smaller, and they don't have a lot of money to throw around investing in software. Well, at the conference, British Airways got up and said they had saved 350 million pounds in 2003 and halved the size of their purchasing organization. Again, software was a crucial component, though not the only one by any means.

I don't even understand numbers like that, not from a piece of software that might cost $3-4 million. So I was kind of comforted by a third story, which was a little more my speed. AstraZeneca got up and said they'd saved a mere eight figures in the two years since they'd bought the software. This was actually proportional to the other two (the project was smaller), but it felt more reasonable.

To me, this report was even more remarkable than the other two, for another reason. Two years ago at the Ariba user conference, the buyer at AstraZeneca had been trotted out to the analysts, because he was one of the first buyers of sourcing. I thought at the time, "No way." But he did what he said he would do. I have very rarely seen this.

Several of the prudent types at that conference two years ago told me they weren't ready yet. This year, I saw them again, and they were buying or about to buy. At this conference, the badge list was pretty good: among many other household names, I remember Gulfstream, US Bank, Key Bank, First Union Bank, du Pont, Chevron, Entergy, Limited Brands, Best Buy, Hallmark Cards, First Dollar, Sony, HP, Colgate, Unilever, Coors, Caterpillar, Unisys, and Pitney Bowes.

I talked to one of those badges; the company was just about to bring its case to the board; the conversation was all about how to make a plausible business case when price savings can't be counted as a benefit. Another was much farther from the finish line; he wanted to go back and evangelize. Nobody, though, thought it was BS. They just wanted to figure out how to go forward.

Not that this was going to be easy. Nobody was ready to embark on a wholesale renovation of their purchasing organization. In some cases, it was very unclear what should be next. But still, the shift in their sentiment was marked. They included a consideration of software as a matter of course.

So, I can see a reader asking, why merge? If software solutions are getting more acceptance, why did Ariba take on the burden of a merger?

Well, you have to look at the problem from the point of view of a CPO. Improvement, he or she believes, is necessary and possible. But this next step problem is a big one. Do I save money by putting in a supplier portal and improving the efficiency of low-level workers, a CPO might ask, or do I attack the high prices I've been paying for commodity steel? Hint: most will go after steel.

Before the merger, the decision to go after steel would have meant no sale for Ariba this year. Post-merger, Ariba is still very much in the game. FMKT has experts in commodity steel on demand, so to speak, just a phone call away. Before the merger, if FMKT was hired and they had a lot of problems understanding the data, they'd just whip out their spreadsheets and go to it. Now, they can say to the CPO, "Part of your problem is visibility and compliance. If you want the help we're giving you to have a lasting effect, you'd better deal with it. Now there's this software product..."

And that, of course, is why FreeMarkets and Ariba merged. Between the two of them, the theory runs, Ariba has the capacity to say, "Here I am," fairly convincingly no matter what initiative is next for the purchasing organization. It could be spend visibility or connectivity, or it could be a strategic focus on a particular category of spend. Between the old Ariba's software and services and the old Free Markets services and software, there is some offering or other that can be brought to the customer.

Now, I admit, keeping track of every purchasing initiative in the Fortune 1000 and being there with the right pitch and the right solution is not easy. It might even be as hard as the Alpe d'Huez. But the fact that it's now possible (post-merger) and that the audience is now more receptive surely means that things have improved over the last two years.

Summing up, here's Ariba's post-merger pitch. Most large companies want to make substantial changes in their (non-labor) cost structure. No matter how they go about this, they'll need some combination of technology and expertise. Ariba has the best and most complete offering of technology and expertise in the market and thus offers the best route forward to change. This is a reasonably compelling pitch, as long as the notoriously skeptical and cheap buyers can be convinced that it is true.

The odd thing is that within certain broad parameters, it is true. So in theory, if Ariba can convince other people besides me, they should make a boodle.

Complicated, difficult, but a boodle if it works.

If It Works

So what does the Ariba that actually climbs the Alpe have to do? Well, it needs to be one company that is focused on one thing, not the remnants of two fighting it out for control. It has to have a solution offering that consistently delivers value. It has to deploy a sales force that manages each customer appropriately. And, finally, it has to make money. Nobody in purchasing is going to keep long-term relationships with a company that persistently loses money.

Much of the Street unhappiness with Ariba has to do with a general feeling that this Ariba isn't the company that can do all this. "Mergers destroy value" is a good rule of thumb, and so far, we haven't seen much that suggests this merger is anything but value-destroying.

For Ariba, the fact that there has been another big Bay Area software merger recently doesn't help. Look at the energy, conviction, and sure-handedness with which PeopleSoft built value, rather than destroyed value during the first few months of its merger. Even they hit hard times, the reasoning runs. What will happen with Ariba, whose CEO didn't even make any magazine covers?

Let's face it, some of this negative comparison is based on pretty fluffy stuff. Craig Conway is an assertive, forceful former quarterback type. Bob Calderoni comes off as an Italian from the Bronx, who like to watch the Yankees. Conway says, forcefully, this is how it will work, here is where the benefits will be. Calderoni is less clear, definite, or forceful. Who would you believe?

It would be better to have facts, but that's just what we don't have much of.

Let me run through the little that has been announced and add to it a tiny bit that I've been able to determine from my knowledge of the situation.

We know that there's every reason to expect friction as the two organizations come together. In their heyday, FMKT and ARBA had strong, competing visions of how purchasing organizations ought to be served and a take no prisoners attitude toward sales. We also know that key people from ARBA and FMKT left after the merger, sometimes not too happily.

We know something of that new organization. The CEO, EVP of sales and service, CMO, and CFO come from ARBA, but the head of NA sales and president come from FMKT. The FMKT sales and consulting groups remain pretty much intact, so that former FMKT customers pretty much work the way they always have.

Control of the product goes to the ARBA people. Full Source, which is now described as a toolset used primarily by the FMKT consultants, goes away. Quick Source remains and is sold as an ASP. Marketing of Quick Source has historically been pretty weak. (Roughly, it was the poor man's alternative to Full Source.) I think Ariba ought to start presenting Quick Source as the platform for an On Demand offering, but no one at Ariba has given any indication that this is planned.

The post-merger sales force now sells the entire Ariba set of products and services, from Ariba Buyer to classic Free Markets events. Everyone thus has a bigger menu of products to sell, but with not much experience in a fairly large portion of the offering. For the old FMKT salespeople, many of whom are already on site at some large company, this gives them a chance to get involved in product initiatives (like analysis, contracts, or e-procurement) where before they had nothing to say. For the old ARBA salespeople, this gives them new reasons to get in front of a customer and more things to sell (e.g., events and services) that have much shorter sales cycles that more immediate payoff.

Under the new sales regime, both sides are measured primarily by the margin of the deal. How are incentives based on margin going to turn the big-deal oriented ARBA salespeople into sellers of one-off events? How are former FMKT salespeople going to manage the endlessly frustrating and extended sales process that goes with the sale of large enterprise software? I do not know.

It does seem sure that salespeople will be irked that their incentive structure has changed mid-year. But it also seems sure that a few successes will take some of the sting out. One has to remember that software sales people are optimists and that very few really feel constrained by the fact that they don't know much about what they're selling.

Which leaves us where? Well, to me, the new Ariba seems a bit improvised (not surprisingly) and more than a little vulnerable. But most of what has been done seems to me reasonable. If you're going to try to create the kind of comprehensive, adaptable offering that I described above, this is roughly how you have to go about it.

The Compelling Value Proposition

A hackneyed scene in many an old sailing yarn has the crew rebuilding the ship after a fire or a battle while the ship is under way, sometimes while a storm is raging or an enemy on the horizon.

This Ariba, too, doesn't get to rebuild the ship in drydock. There is competition. There is a market that is changing daily and must be nurtured. And, of course, there is the need to make money. Before passing on Ariba's prospects as a whole, let me say something about each of these.

Competition. It is conventional wisdom among analysts that a best-in-breed player has a relatively short lead on the ERP packages and that soon enough the ERP players will gain parity.

This makes perfect sense, but in several markets I've been following for years, it just doesn't seem to be true. In supply chain management, I think both the Manugistics and i2 offerings have actually gained ground on their competition and are more highly differentiated in terms of value than they used to be.

The same seems to me to be true of Ariba. Even on the software side, Ariba's end-to-end product offering seems to have drawn away from SAP's or PeopleSoft's (though it's always hard to tell). As a solution, of course, Ariba is clearly superior, since the company offers the services and expertise that are crucial in making the product work, and no enterprise player offers anything comparable. (Yes, consulting partners can make up for some of the gap and do, but only a few of them have both purchasing expertise and implementation experience.)

There are a few other best-in-breed offerings. Perfect Commerce has an offering that people take seriously, and the recent combination of VerticalNet and B2E may have some appeal. But when you're thinking about a platform that is eventually going to support massive change at large companies, it's hard to see how their offerings or the ERP offerings are going to compete.

The best-in-breed story changes, though, when you start looking at individual initiatives. The market is riddled with companies (like diCarta or Emptoris or Noosh) that have a very good offering indeed for particular initiatives. When the customer just wants a print solution, Ariba vs. Noosh is a struggle for Ariba. With certain initiatives, moreover, the ERP players are formidable competition. PeopleSoft may not have a plausible end-to-end strategic sourcing solution, but they do have a very respectable services offering and auction offering; in companies that already have PeopleSoft, they are perfectly capable of beating out Ariba in these areas.

Add to this the fact that the Ariba solution sometimes can fall quite far short. The contract management offering, for instance, which I got a briefing on recently, is very limited, being primarily a boilerplate/compliance management package, not a contract management package.

So the competition is serious and will remain serious. For any individual initiative, Ariba doesn't necessarily have to win. And especially when the salesforce does not get the entire product offering, they may not win their fair share.

The Market. If you've followed even one of the deals that Ariba has pursued in the last two years, you'll know how difficult it is to create a market through education. Most software companies that try this either fail to create the market or do actually create the market, but fail in the process (like B2E).

Still, there are some very good things to be said about this market. It's enormous. The benefits are huge. A lot of it is horizontal. And it is, to a great extent, self-educating. People in purchasing work hard at figuring out what is out there, what works, and what they can do differently.

The prevailing view of Ariba in the marketplace is not as favorable as mine. When they hear the name, some people still think the old Ariba; some, remember, were involved with failed implementations of Buyer and now have other jobs. But I do think that markets behave semi-rationally over time and that eventually, the really good things about the Ariba offerings will become more generally visible.

Today, in other words, the market for Ariba is better than it was and the Ariba's offerings are better than they were. But the market still requires a lot of care and feeding.

Making Money. For years, it has been almost impossible to understand this company's financials. For a long time, there was jillions in good will on the books; then there was the SEC investigation; and still, there's all those real estate obligations.

One little noticed thing about the pre-announcement call was very encouraging to me. Management said that the negative cash flow will be stopped and the company will be GAAP profitable in the first calendar quarter of 2005. So there's a clear target, at long last. It's not as clear as PeopleSoft's, of course, but at least it's there.

But of course this clarity puts even more pressure on the company. Managing companies that are trying to catch up with costs, especially during a merger, is no picnic. I believe that Ariba has tried to avoid a cycle of layoffs by cutting deeply the first time. But did they cut the right people or do the right things? I don't have any information.

So I fall back on generalities. On the one hand, I believe that the basic ideas for what has been done are right and that the Bob Calderoni I've talked to once or twice has a good grasp of his business and his market. On the other hand, I recognize that only very good leadership and very good decisions about a myriad of issues will allow the company to keep its promises.

The Outlook

When you're climbing the Alpe d'Huez, every meter is painful. (I do not speak from personal experience.) Ariba has the means to climb this figurative Alpe. They have the solution(s), the understanding of the market, the value proposition, and the organization. But whether they have the will and the spirit to overcome the pain, I simply do not know.

I do think the odds are good. The increasing acceptance by the marketplace and the failure of the ERP companies to keep up have given Ariba some room to maneuver. For the next year or two, they will be able to go into almost any sourcing organization and say, more or less accurately, "I can help you with that," whatever "that" is, "and when you're finished with that, I can help you with the next thing."

We will know more in six months. If Ariba meets its numbers, picks up some large sourcing software deals, and succeeds in cross-selling Free Markets services, I'll suddenly look very smart. If, as is more likely, they continue to succeed here and stumble there, I'll issue another equivocal, but optimistic report.

See you in six months.

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