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New York
9 /4/2003

From Merger to Acquisition

JD Edwards fades away.

Prologue

Some weeks ago, a JD Edwards account executive whom I've known for many years called.

"I'm with a new company."

"Huh? Did they can you?."

"No. I'd decided to go in January. Every year we make less money in sales, here; it was time.

"OK. But did it get better after the merger?"

"Worse. No question. I'll give you an example. I had a lead, perfect JD Edwards. 1200 seats; a new CIO, who knew a fair amount about JD Edwards."

"Sounds good. Why didn't you wait to make the sale before jumping?"

The PeopleSoft guys took it away from me. The CIO wanted JD Edwards, but it became a PeopleSoft sale. I could have fought them, but why bother. I'm happier where I am.

PeopleSoft Analyst Day

At a moderately well-attended analyst day in New York yesterday, PeopleSoft had the courage to set the bar high. In a very unusual, but quite appropriate move, they gave guidance on all key figures for Q3 and Q4, 2003 and all of 2004.

At the end of 2004, they plan on having $2.8 billion to $2.9 billion in revenue, an operating margin of 17%, and pro forma EPS of $.90-.95, (minus some acquisition costs). The revenue numbers assume 5% growth in the revenues of the core businesses (PSFT and JDEC), plus another $30-40 million in cross-selling opportunities. The margin comes from some $167-200 million cost savings coming from running one company, rather than two.

They will have spent roughly $2 billion to achieve this.

The JD Edwards products will become two more product "pillars" within the PeopleSoft organization. Each will have a general manager, who is responsible for the product, product development, and marketing. The old OneWorld product, now named PeopleSoft Enterprise One, will be run by Les Wyatt. The old World product, now named PeopleSoft World, will be run by Dave Siebert. The sales and consulting organizations will be folded into the PeopleSoft sales and consulting organizations.

Like the five current PeopleSoft pillar general managers, the two new general managers will report to Ram Gupta. Bob Dutkowsky will stay on for a while to help.

In June, when this deal was announced, it was described as a merger of equals that leaves both stronger than before. Yesterday, the language had changed. The deal had become an "acquisition."

If PeopleSoft succeeds in meeting these goals, it will be (reasonably) good for PeopleSoft shareholders (who are currently benefitting from price supports, courtesy of Oracle). It will be neutral to slightly negative for PeopleSoft customers. And it will be bad for JD Edwards customers, though perhaps not much worse than it would have been had JD Edwards continued down the slow path of destruction that it was following.

Over time, apparently, PeopleSoft will do to the JD Edwards product line what Oracle ought to do to PeopleSoft if that acquisition goes through: it will sunset the product(s), but in a slow and reasonably humane way. (In fact, Oracle should watch and take notes, since PeopleSoft's approach is both a model of public relations and quite pragmatic.) Look for gradually slowing innovation in the JD Edwards product line, gradually increasing prices, and the gradual promulgation of PeopleSoft Enterprise as the preferred product for more and more customers.

The Road Map

Is PeopleSoft likely to make their numbers? No. But I still think it's an excellent strategy. First of all, it's good internal strategy; it gives people a clear goal and a chance to be a hero if you make the goal. For the next year, everyone at PeopleSoft/JD Edwards will be as motivated as football players at the beginning of training camp. Second, there's always a chance that a rising tide will simply lift the boats. If the applications market suddenly starts to grow once again, the numbers will be relatively easy. Will this happen? Well, we're seeing a new round of government spending on applications, for instance, that should allow everyone to meet their quarter in the US. Third, there's always some chance that a large, complex plan will actually work out. In most battles, for instance, the plan is waste paper as soon as the battle starts, but sometimes, it actually turns out the way you think it will.

What of this plan? Well, if you're going to rise in any organization, you've got to have the ability to shut your eyes and hope. Yes, there may be some obvious, even fatal problems looming, but if you get deterred by those, management is not likely to keep you around. There are a lot of elements to this plan, and each one seems to have one or two obvious flaws that I would consider fatal. But who am I to say?

Here are some examples:

Consulting. Much was made of the opportunity to improve the JD Edwards consulting group, using the strategies that turned around PeopleSoft's consulting. PeopleSoft now has, according to PeopleSoft, the highest utilization rate and the highest consulting fees in the industry, whereas JD Edwards' numbers, it was said, are more like PeopleSoft's three years ago.

And there is room for improvement. PeopleSoft rightly points out that the JD Edwards consulting group was focused on new business, did not do much upgrade work, and did not make sure that at least some JD Edwards people were assigned to every implementation. But according to the figures I got at Focus, the utilization numbers are not actually well below PeopleSoft's; they are roughly comparable, at least in the US. The real problem at JD Edwards consulting is that consulting rates for JD Edwards have dropped precipitously. As far as the upgrade business is concerned, a) if you're already well utilized, you don't necessarily want that busienss and b) for historical reasons, there is nowhere near as much upgrade business with JD Edwards as there is with PeopleSoft.

It appears, therefore, that it would be quite difficult to get significant new margin from consulting by applying PeopleSoft's management techniques. What you'd really have to do is increase demand for JD Edwards consulting, so that you can get premium rates. Possible? Perhaps, but not for a product line whose future is dim.

Go to Market. PeopleSoft says that it will be able to grow both product lines (it's actually three, but don't tell anybody) while increasing margin. It will do this by increasing the span of control of managers and by giving salespeople more products to sell. JD Edwards and PeopleSoft salespeople will sell all available products, but continue to be assigned their natural customers. JD Edwards will be sold to mid-market, asset-intensive (it used to be manufacturing) customers, and PeopleSoft will be sold to large customers. There will also be cross-selling opportunities.

Well, OK. If there is very little overlap between the product lines, and the needs of any customer are clearly filled by one product or the other, maybe the increased number of leads brought by being #2 will allow significant growth. But if there is overlap, there will be cannibalization (as we saw in the story above), and if there is cannibalization, four things will happen: customers will pay more, customer satisfaction will go down, sales forces will get more unmanageable, and close rates will suffer.

In my experience, and I have plenty of it, there are many situations where either PeopleSoft or JD Edwards could be the best solution for a company, and getting to the right answer requires hard work, not the "algorithm" that PeopleSoft uses. Under the road map, PeopleSoft will make that decision for its potential customers. This is a positive disservice to the customer. Most of the time, the "right" answer will be the one that makes the most money for PeopleSoft and the PeopleSoft salesperson, and not the one that returns the most value to the customer.

Cross-Selling. The plan calls for a rather moderate increase of $30 million from cross-selling opportunities. This is about 20 fair-sized deals a quarter, not too bad.

The question, of course, is what you cross-sell? Here, PeopleSoft doesn't seem to be on very firm ground. The plan is now to integrate the unique products from one product line with the other product line. The example "demo'ed" was PeopleSoft's "industry-leading" (NOT!) SRM product with JD Edwards' procurement. The full list included the aforementioned real estate module, plant maufacturing, advanced planning, and EAM. The best of these products, by far, and the most integratable, is the JD Edwards planning product, but little mention was made of it.

Well, with that lineup, you can see why the number is so modest. With each one of these products, more than a little effort will be required before you can sell it with any consistency or regularity into the "other" product line. The JDE real estate module, for instance, used to be designed for real estate management companies (I haven't seen the new version) and was tightly integrated with the rest of JD Edwards financials. Not something you sell, as PeopleSoft said, into corporations that have PeopleSoft HR and, because they have employees, also have to manage real estate. Facilities management software is a different beast altogether.

What Is Likely to Happen

One of the few "laws" of economics that really seems to work is something called Gresham's Law, "Bad currency drives out good." From the point of view of the JD Edwards customer, Gresham's Law almost certainly will operate. The bad currency is PeopleSoft, an application and a company that are very good, but not a great fit for their needs and a price that is not exactly mid-market.

However sincere PeopleSoft is about keeping and even growing the two JD Edwards product lines, when push comes to shove, it will be PeopleSoft first, JD Edwards second. The JD Edwards product lines will be treated as a cash cow, grown just enough to satisfy customers who have committed to them, and left to decay.

You saw this at the cocktail party after the analyst day. There was the thinly veiled disdain for JD Edwards' management style. ("Craig is a good manager and will find ways to make them work just a bit harder.") There was the occasional blurring of nominal lines of responsibility when a general manager talked about some piece of JD Edwards functionality. You saw this, too, in the demotion of JD Edwards within the organizational hierarchy; what had been a full-service suite with its own financials, HR, etc., is now a product line, like PeopleSoft's financials or PeopleSoft's HR.

You also saw it (no offense, Les) in the appointment of Les Wyatt as the head of the pillar. Les has had his effect at JD Edwards and is a logical choice. But he is not by experience or temperament an ERP guy; he will not be a person whose vision drives the JD Edwards product line onward. You saw it, too, in the general assumption that there will be no JD Edwards user conference (borne out by a quick scan of the promised savings). I will be interested to see what the reaction of JD Edwards' independent user group will be when they find this out.

Personally, I shed a tear for a company and product I used to like very much. But objectively, it's probably the best thing that can happen. JD Edwards is now an aging product; the people who gave it life and sustained its vision are now gone, gone mostly because their performance was inadequate. At my age (52), you can't criticize too much when someone settles into a comfortable and active retirement.

Making the Most of It

The challenge for PeopleSoft is to make the most of the JD Edwards product lines that they've acquired. So far, they're doing OK, particularly in the public relations end of things. Remember, they don't have to grow by growing that JD Edwards product line. All they have to do is mine the lead stream and sell a lot of PeopleSoft to people who thought they wanted JD Edwards. If the market were rational, as I've noted above, it will be hard, since for many JD Edwards customers, PeopleSoft is not only a more expensive solution, but one that delivers less value.

At the same time, those potential customers don't have many alternatives. The objections to SAP and Oracle are the same as to PeopleSoft (though Oracle and SAP have a better fit with core JD Edwards customers). Will be turn more to Baan (in Europe), SSA, and QAD? Perhaps. Or maybe they will simply accept the fact that the number of options have shrunk and make the best of it.

Certainly, PeopleSoft will have to challenge them as much as they can. Expect to see a change in the JD Edwards pricing structure to the PeopleSoft model and expect to see that used as an excuse to raise prices. PeopleSoft succeeded in raising its maintenance prices a few years ago; why not follow such a good lead with JD Edwards.

So far, the JD Edwards customer base has been cautiously optimistic. There will be unhappiness when they figure out what is happening. But what are they going to do?


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