Nonprofit Mergers & Alliances: An interview with Thomas A. McLaughlin (part two)

Thomas McLaughlin is Vice President for Consulting Services for the Nonprofit Finance Fund, a nationally recognized expert on nonprofit mergers and alliances, having consulting in over 200 such collaborations, and the author of the excellent and indispensable volume Nonprofit Mergers & Alliances, now in its second edition.

I recently had the opportunity to speak with Mr. McLaughlin about his book and his experiences with nonprofit mergers and alliances. What follows is part two of our discussion:

(Click here for Part One of this interview)

Ken Goldstein: I've heard that, on average, only 1/3 of organizations that enter merger negotiations actually wind up merged. In my own experience, I've been successful in 2 out of 3 rounds of merger negotiations. What do you find are the most important factors in beating the odds and having a successful set of merger talks?

Tom McLaughlin: I don't know whether it's 1/3, 2/3, or 1/2... because we don't have standardized reporting, or any reporting at all, whereas with the FTC for-profit companies have all sorts of reporting to do. How do you define success? If you're talking about the very beginning, and just talking and exploring, that might be 1/3 successful, if people are sincere in the discussion, but there are many things that can intervene... if you start the clock ticking when organizations "get serious" and start to plan something, enter the implementation planning stage, I think the percentage goes up to 75%. Until that point it's just discussion, once you commit, things start to fall into place and you start making decisions that have lasting effects and consequences. In the future this activity will be frequent enough that organizations will say "we're always talking" but that doesn't mean we're always "getting serious." I would say that once you get over that first hurdle of the feasibility stage, your chances are quite high. Because there's something in it for both organizations. These are voluntary organizations; organizations in this sector cannot and should not be forced to merge. This should be a voluntary process from the ground up and should not be somebody else's grand plan. I think it's stronger when two organizations choose to put their groups together and follow through.

Given what you've just said about mergers needing to be voluntary, is it right for United Ways or Community Foundations or other funders to be cheerleaders for the trend, and to be encouraging mergers?

I think funders should be advocating collaboration, but not forcing any particular merger. They're independent voluntary organizations. Outside matchmakers don't have the inside knowledge and could push for a potentially bad result for all the right reasons. Funders can create an atmosphere that encourages talking, fund it... one of the best things they can do is provide Critical Juncture Financing; external financing provided to defray the cost of collaboration between two or more organizations. Those two parts are essential: collaborating organizations - to facilitate the process, not to ordain it. In Boston they call it a catalyst fund, these are efforts on the part of forward thinking foundations to provide what otherwise might be a pretty heavy lift for organizations to come up with on their own. One thing worth noting here, this is asking foundations and funders to do two things they're not used to doing: one is to pay for collaborative activities, not a strategic plan for one organization... the second is that this is not funding for programs, it's funding for management and infrastructure, and that's okay, it's the only way to get some of these going.

I really appreciated that in your book, you're clear about the differences between nonprofit and for-profit mergers, including issues of ownership, motivation, and the lessoned need for absolute secrecy around the talks. Do you find that a lot of board members, whose main lives are in the corporate world, are surprised or uncomfortable at these differences?

Yes, absolutely. For-profit board members who are bankers tend look at the nonprofit sector and see a lot of little banks. For-profit board members who are manufacturers see a lot of little factories. That is a problem because the incentives, the processes, the reasons for doing things, are very different in the for-profit and nonprofit sectors. The vast majority of public organizations tend to focus more on doing back-room collaborations for savings, but we already keep our overhead as low as possible for a lot of reasons. Say you have overhead costs of 8%, which is very low. If you can save 10% of 8% you're a genius. If you go into a nonprofit merger to save money, you will be disappointed. At some point you'll say, "We're doing all this to save $25,000? And we might not even come up with that kind of savings?" A sliver of a sliver is not a major savings.

You also do a bit of "myth busting" in the book - particularly around unrealistic expectations of immediate administrative saving, as you've just said, and that "only failing organizations merge" - How do you convince strong organizations that mergers or alliances are to their advantage with lowered expectations of quick payoffs?

It ultimately has to be strategic in nature. Everybody talks about strategic alliance. Strategic is a popular label to apply to things, but it really does need to be strategic. You may or may not regard 2% savings to be a lot of money. But if two dance troupes get together and they talk strategically about the ability for having bigger shows, to attract more media, to produce original shows... I can't put a value on that, if its' worth 2% or 5% or 10%. But if you can put a strategic vision like that on it, it's hard to say, "Eh, not worth it."

Nonprofit Mergers & Alliances: An interview with Thomas A. McLaughlin (part one)

Regular readers of this blog know that I've been involved in two successful nonprofit mergers, as well as a third attempt that was never consummated, and I've written several blog posts on my feelings about nonprofit mergers. So, when I received a message asking if I was interested in speaking with Tom McLaughlin, author of Nonprofit Mergers & Alliances, I jumped at the chance.

McLaughlin's book is a must read for anybody interested in the topic, or any nonprofit leaders (board or staff) who are considering any sort of merger or alliance. I found myself nodding my head and saying, "Yes, yes," throughout reading the book, and wish I'd had it during my three sets of merger negotiations. The following is part one of our talk:

Ken Goldstein: You certainly make a strong case for mergers and alliances as a strategy for growth, cost containment, reaching a sustainable size, and simply surviving in these times. Are there any times when you advise against a merger or alliance?

Tom McLaughlin: Oh, sure, absolutely. Here's the starting point... the two reasons that are most cited as reasons why organizations don't get together or it falls apart and doesn't work are, ironically, the same in both the nonprofit and for-profit sectors, and that is, that they can't decide who the CEO is going to be and culture clash. I'll give you an example of what I mean by culture clash, it's rooted in what the organization does and how it does it. Years ago I was working on a merger between a VNA (Visiting Nurses Association) and a hospice. I was working with the VNA, and they had had a number of conversations with the hospice down the street, part of the community, and it never worked. Never any animosity, it just didn't happen for different reasons, and the primary one was that they were just different cultures, two very different models for how they do their missions. With a VNA, it's a health care model; death is failure. With Hospice, it's a social care model; death is part of life. I believe that was at the heart of why they couldn't get together.

That was a specific example of why a particular merger didn't work, but is there a time in the life cycle of a nonprofit when a merger not advisable?

Yes, probably a small handful of those situations. The one that's most common is when one, or both, of the organizations is so financially stressed, that they are only paying attention to getting cash in the door and not brining in enough of it. The value of their programming is likely to be similarly stressed and declining. At some point an organization in a downward spiral like that, the programs become too much of a risk, just too neglected to be salvaged by another organization. An example of decision delayed tragically. In those cases, it would have been preferable to think about this a lot earlier.

While the main thing people are interested in, and the book focuses on, are mergers, you make the case for alliances at several levels below the full merger, with your CORE (Corporate, Operations, Responsibility, Economic) model. Does lower level collaboration always have to lead to full merger, or can it be an end in itself?

It certainly can be an end in itself, and that is what I try to communicate with the CORE model. You don't enter an alliance and then ask why. You have the question and build the alliance around that. It its whether it's a question of how to strengthen services or how to save money (etc.) that leads to the appropriate level of alliance or merger. It's entirely possible that organizations would create some kind of alliance first and move on to a merger; it's a nice progression if it does happen that way, but it doesn't have to.

Related to organizations entering mergers and alliances, there are organizations that come into being as pseudo-independent nonprofits, but they're under the fiscal sponsorship of another group and enjoy many of the benefits of an alliance. In the past, this was seen more as a "nonprofit incubator" approach, and the organizations were expected to eventually blossom and go out on their own, but I see that more and more, they'll embrace fiscal sponsorship and alliance as a permanent ideal for single-program nonprofits. Do you have any comments on this?

That's a relatively rare phenomenon, but it does happen. It takes a long time to incubate an organization, in any case, the fiscal sponsorship model has some characteristics similar to a management company or management services organization (which I have written about), where there is 501(c)3 that provide management services to others that are, effectively, subsidiaries. The most effective way is to lock the boards together, and it's kind of a merger under a different name. And I think that is one of the least understood models in the nonprofit sector. Why I say that, one of the attractive features of that generic kind of model is that both entities retain their brands and the connection occurs mostly in the backroom area, if that's the case, and there's not a board interlock, then you've got two separate entities with separate brands. You can have the same situation in the management company model, where if you have three subsidiaries you can three different brands, plus the brand of the parent corporation. I think we need to get out of the one corporation, one program, one site model. I think there are shades of gray here that quickly become black and white when we talk about changing corporate structures.

Part Two of this interview will post tomorrow morning.

Change One Thing

This is a story about about how the Internet brings people closer together. This is an example of why political borders are becoming increasingly insignificant. This is a demonstration of how a web 2.0 community like YouTube can be used to aid an individual or a family without the help of intermediary organizations or governments. Enough of an introduction, let's get on with it.

It begins more than six months ago in Australia, when the daughters of Ben and Amanda (YouTube username "Orbvious") were abducted by their birth father. He has kept them apart from their mother and step-father ever since. They've been running into roadblocks in the Australian legal and family court system, unable to find assistance. Amanda, of course, is wreck over this.

Ben wrote an email to Scottish singer-songwriter (and YouTuber) Peri Urban telling his tale. Peri was inspired to write a song for Ben and Amanda, which he posted on YouTube. This cheered Amanda up considerably.

That's when I stepped in and said, "If one song can cheer her up that much, what would fifty songs do?" And so, with Ben, Amanda, and Peri's permission, I started the "One Tube Group" on YouTube. We got our fifty songs, poems, and well wishers. We also got people from all over the globe to write letters on Ben and Amanda's behalf to the Australian authorities. And, we managed to raise a few dollars for their mounting expenses.

The video below is the latest part of this effort, and represents a great collaboration of the members of the OneTube group. Peri and I co-produced it, I wrote the bit of dialogue at the start, together we solicited clips from about thirty other members, and then Peri did the amazing work of writing and producing a new song and editing the entire thing into a cohesive whole.

Please take a look at the video, and if you are moved to join us, or read more about the situation, please visit us at The OneTube Challenge (on YouTube.com).

Google Spreadsheets

The other day, I posted here about a collaborative writing tool called "writeboard." Today, I want to continue on the track of online collaborative software, and tell you about Google Spreadsheets.

I have to confess that I'm a bit of an Excel geek. I don't know why, but I love spreadsheets. Google is on the road of eliminating Excel from life.

Google Spreadsheets look and behave like an Excel spreadsheet in almost every aspect. You can upload documents that you've previously created in Excel, or create a new document online. The "Format," "Sort," and "Formula" tabs do the work of several of Excel's menus. About the only thing missing is the ability to draw borders.

Small spreadsheets opened quickly and are respond well to your input. I did slow the application down a bit by uploading a very large document with 14 sheets to it. Other than that, it passed every test I through at it.

To collaborate, just click the "share" link and enter the email address of your co-worker. The only catch is that they need to have a (free) Google account too.

Getting your board to work together on budgeting or reviewing monthly financial statements has never been easier. No more excuses of lost attachments, just go to the web site and click away!

The incredibly good news is that Google Spreadsheets are free to use. The "bad" news (just a minor inconvenience) is that you need to already be signed up for another free Google service, such as gMail, to gain access.

If you'd like to test this out, but don't have a Google account yet, let me know (email link under "About Me" to the top left) and I'll send you an invitation to join gMail and to play with one of my test spreadsheets.

Collaborative Writing Online

Have you ever wanted to find an easier way to collaborate on a document with somebody - or even several people? Do you find it gets cumbersome to be comparing different drafts being emailed back and forth from different sources?

What I'd really love to find is a full-featured word processor that can be accessed online, with documents stored on the server where multiple authors could write and edit and always know what the latest version is.

Writeboard (.com) is not quite what I've dreamed of, but it is a major step towards that. Simple documents can be created and stored - for free - on their servers. You can then invite guests to review and edit your "writeboards." Each time you edit you have the option of saving it as a new version. Versions can then be compared with a couple of clicks.

This is no way to co-author a book, but it is perfect for getting input on simple business documents and letters. For nonprofits, you can use this for collaborating on everything from fundraising letters to mission statements to meeting agendas.

If you'd like to see a writeboard in action, but don't want to sign up for the service, send me an email and I'll invite you to edit one of my test documents (email link under "About Me", top left).

Too Many Nonprofits?

The Where Most Needed blog has an excellent posting on Charity Mergers Booming on Both Coasts. There are plenty of references to recent articles about particular mergers, and some of the issues involved. The author also points out that one of the best times for such a move is when the chief executive of one of the partners has just left, or is planning on transitioning out.

I read the posting with great interest and agreed with most everything being said, until the last paragraph, which opened with, "Mergers may be the best solution to the excessive number of nonprofit organizations." There was no evidence given, or data to back this statement up. It was just given as a fact: there are too many nonprofits.

I take great exception to this comment. This is not to say that I am anti-merger. I am all for it, when it makes sense for both organizations and their clients. Right now I am involved in a very positive merger negotiation as an interim executive director. I have also had to shut down a bankrupt nonprofit as part of my consulting practice. Nothing about either of these experiences, however, would lead me to believe that they were the result of a glut of nonprofit organizations.

In the current situation, the two organizations are complimentary. They each serve a similar clientele, but with a different program solution. Bringing the two together will give clients the choice of which solution is best for their family. Neither agency "has to merge" - they are each financially strong and healthy. The strategic relationship we are creating, however, will be better for both organizations, their staff members, the funders, and the children served.

The agency I had to close down had come to rely on a single government funding stream. When that funding suddenly ended, the agency was not ready to diversify quickly enough. That, combined with a bit of arrogance and basic bad management, is what shut the doors, not competition from "too many" other nonprofits. In fact, a great hole is still felt in the community where that organization once stood.

I do not see duplicative services as a problem, so long as each agency serves a particular niche. Mass produced solutions may be fine for selling shoes, but often the very nature of the services nonprofits provide require narrowly tailored solutions.

Why does one city need five different women's health clinics? Perhaps one has expertise in reaching recent Asian immigrants. Perhaps another has strong ties to the African-American community. Had these all been replaced by one, large women's health clinic some of the clients may have stayed away and not been served at all. Trust is so essential in the provision of personal human services that I do not think there can be too many grassroots nonprofits with similar offerings.

The funders are complaining about too many grant applications? They have too many tough choices to make? That's wonderful! What a great problem to have. I enjoy working with funders and appreciate the difficulty of their positions. But making their life a little easier is no reason to merge organizations that are just fine on their own.

Again, I am realistic. I will assist in mergers and shut-downs when they make sense. But I will not get so caught up in our quest for efficiency and "operating like a business" that I will make decisions that leave clients un-served or missions unfulfilled.