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Jan Glick & Associates
www.janglick.com
The Nuts and Bolts of
Nonprofit Mergers and
Consolidation
by Jan Glick
Jan Glick & Associates
www.janglick.com
Why Merge or Consolidate?
 Most nonprofits are tiny: Majority under $1M in
revenues
 Average nonprofit is financially vulnerable:
insufficient revenue diversity, increasing health care
costs, decreases in government funding, dipping into
operating reserves, having cash flow problems.
 Need for services is steadily increasing.
 Difficult for many nonprofits to grow to a
sustainable size and achieve sustainable
business model.
 Over 1.4 million nonprofits in the U.S.
Jan Glick & Associates
www.janglick.com
Why Merge or Consolidate
Achieve economies of scale faster; achieve a
sustainable financial model faster.
Achieve mission and vision faster, more
directly.
Improve the agency’s financial condition.
Build capacity to plan for and secure more
sustainable funding.
Build capacity in functional areas & lines of
business.
Jan Glick & Associates
www.janglick.com
Why Start Down This Road?
Best Case: Enlightened agency/board has visionary
goals, & sees limitations of own business model
and/or situation.
Sometimes: “Outside” party such as a key funder may
make a suggestion. Even if such outsiders are
objective, third party suggestions are not always
easily accepted by the agencies themselves.
Most Common Today: An agency in (financial)
trouble seeks partner to assure continuance of
programs early enough so assets (financial, human
and intangible) remain significant. If situation
deteriorates far enough, it may be difficult or
impossible to find a partner.
Jan Glick & Associates
www.janglick.com
Critical Success Factor
In order to be successful, the two organizations
involved must feel a sense of urgency to
undertake such a major change.
Jan Glick & Associates
www.janglick.com
Establish and Communicate
Vision of Success Early
Uplifting common vision needed to provide direction &
retain interest and commitment of parties when
differences may threaten to derail the process.
It’s critical – there has to be a pot of gold at the end of
the rainbow for two organizations to take this
journey.
Typically, vision is of synergy and program growth with
combined resources and programs.
In one instance, a consolidated budget that offered
more security fulfilled this purpose. (not necessarily
glamorous!)
Jan Glick & Associates
www.janglick.com
Overcoming Barriers
 Internal self-assessment to determine if your
organization is a good candidate for a merger
 Inter-organizational assessment to determine
whether a particular partner would be good match
 Politics of each organization and political environment
in which the organizations operate
 Culture clash
 Self-interest: Examples: Not all EDs pursue
mergers, as their position may become a Deputy
Director, or eliminated altogether. Board members
may have self-interests as well.
Jan Glick & Associates
www.janglick.com
What Happens to Staff?
 Most nonprofits not large enough for many, or any,
staff positions to be eliminated. Front-line program
staff are critical to provide services. For example, in
the 20+ mergers JGA has worked on, other than
departures chosen or planned by staff members
themselves, there has been only one staff member
who has lost a job. These mergers still created
greater economies of scale & built capacity.
 Departure of an Executive Director, or existence of an
Interim E.D. can provide a greater likelihood of
success, and offers significant cost savings.
Jan Glick & Associates
www.janglick.com
What Happens to Staff?
 Savings also possible from reduction in administrative
positions such as finance and operations.
 Communication is key. For example, any potential
fear of job loss can be quelled early in the process by
stating this as an agreed principle in an early
Memorandum of Understanding between the parties.
Jan Glick & Associates
www.janglick.com
Complex Process
Necessarily involves planning for dual
scenarios (for some period of time): If
merger is successful, and if parties decline to
merge.
Expectations of all parties need management
Team building within and across organizations
Leadership integration
Dual reporting relationships
Conflict management
Jan Glick & Associates
www.janglick.com
Managing Expectations,
Hopes and Fears
 Develop process working from vision gradually
toward details.
 Sequence of events and how they are framed can
make the difference between smooth and rocky
processes; Don’t tackle trickier issues until
appropriate time.
 Facilitation plan to address misunderstandings,
relationship problems, etc. that often involve
autonomy, self-interest, politics or culture.
 Trust is crucial.
Jan Glick & Associates
www.janglick.com
Managing Expectations,
Hopes and Fears
 A consultant with merger experience can be very
helpful, as there are many opportunities for an
(unintended) statement, action or misunderstanding
to derail the process. A “neutral” consultant with
experience can address such issues proactively.
 Handle legal aspects carefully. Example: after the
partners know what they want to accomplish, use
attorneys to complete the deal, insure legality and
appropriate structure; but recognize that attorneys
can use or raise complex legal matters that may need
further clarification from consultant or ED(s) to
convert legalese to English.
Jan Glick & Associates
www.janglick.com
Idealized Merger Process
Jan Glick & Associates
www.janglick.com
Finding the Right Partner
You often don’t need to look very far: In many
mergers/consolidations, the partner:
 Has been an agency with program similarities &
regular, close contact and relationships.
 Has been suggested by a trusted funder or
stakeholder who knows both organizations, and
made the recommendation based on fit of
programs, culture, and customers.
 Has been an organization with similar/same
mission serving adjacent geography.
However, sometimes, even the best, or only available
partner may not want to dance.
Jan Glick & Associates
www.janglick.com
Assessing a Good Fit [4]
Trust
History of working together
Fit at executive and Board levels: Does self-
interest get in way?
Mission and Program fit
Culture fit
Situational factors: Are you in a crisis? How
does your organization deal with risk?
Jan Glick & Associates
www.janglick.com
Integrating Systems
Board & E.D.: In a typical merger of “equals”
agency A provides board chair and deputy
director, agency B provides board vice chair
and E.D. If not a merger of equals, have
commensurate recognition of leadership in
new structure (i.e. smaller/weaker
organization gets less board seats).
Finance and H.R.: Select better of two
systems; good time for upgrade if needed.
Jan Glick & Associates
www.janglick.com
Pay Attention to Politics and
Culture for Success
Three types of factors are involved in a
merger process:
 Technical
 Political
 Cultural
Jan Glick & Associates
www.janglick.com
Pay Attention to Politics and
Culture for Success
 Politics of local funding, local interests, or legislative
politics can get in the way. Can easily throw a
monkey wrench into a potential merger that could
otherwise be an effective capacity-building strategy.
 Cultural differences between agencies are the most
common reason for merged organizations not being
well integrated. Examples:
 Decision making: consensus vs majority
 Philosophy of program design; conservative versus
creative differences can be very difficult to bridge
 Hierarchical vs. collaborative management
Jan Glick & Associates
www.janglick.com
Technical Aspects less
Problematic
Integration of HR, IT, Finance systems,
bylaws etc – can all be accomplished.
Even programs can be adjusted if
necessary. Technical issues simply
require time and effort.
Jan Glick & Associates
www.janglick.com
Don’t Rush It
Jan Glick & Associates
www.janglick.com
Don’t Rush It
Time to implement often depends on:
• Number and level of contractual relationships with
third parties that require transfer, assignment,
and/or extensive outside review.
• Extent of political or cultural issues that require
discussion and relationship-building.
Longer time line means dealing with dual
scenarios & ambiguity for longer.
Thorough, well-planned process helps
Shortcuts not possible.
Jan Glick & Associates
www.janglick.com
Funding a Merger
 Costs may include:
 Materials development: New logo, letterhead,
web site, etc.
 Legal costs
 Consultant costs
 Cost of systems integration such as financial
management and I.T. systems
 Severance package(s)
 Moving
 Seek institutional funding to cover such one-time
costs
 Consider funder overlap; how will operating funder
overlap affect selection of organizational structure?
Jan Glick & Associates
www.janglick.com
Life After a Merger
Ideally, merger benefits both programs and
financial position.
Not a panacea: Still have day to day
challenges such as fundraising, etc.
Systems and culture integration may take
time to work out.
Benefits still very real, regardless of whether
benefits are greater on mission or financial
side.

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The Nuts and Bolts of Nonprofit Mergers for Web Site

  • 1. Jan Glick & Associates www.janglick.com The Nuts and Bolts of Nonprofit Mergers and Consolidation by Jan Glick
  • 2. Jan Glick & Associates www.janglick.com Why Merge or Consolidate?  Most nonprofits are tiny: Majority under $1M in revenues  Average nonprofit is financially vulnerable: insufficient revenue diversity, increasing health care costs, decreases in government funding, dipping into operating reserves, having cash flow problems.  Need for services is steadily increasing.  Difficult for many nonprofits to grow to a sustainable size and achieve sustainable business model.  Over 1.4 million nonprofits in the U.S.
  • 3. Jan Glick & Associates www.janglick.com Why Merge or Consolidate Achieve economies of scale faster; achieve a sustainable financial model faster. Achieve mission and vision faster, more directly. Improve the agency’s financial condition. Build capacity to plan for and secure more sustainable funding. Build capacity in functional areas & lines of business.
  • 4. Jan Glick & Associates www.janglick.com Why Start Down This Road? Best Case: Enlightened agency/board has visionary goals, & sees limitations of own business model and/or situation. Sometimes: “Outside” party such as a key funder may make a suggestion. Even if such outsiders are objective, third party suggestions are not always easily accepted by the agencies themselves. Most Common Today: An agency in (financial) trouble seeks partner to assure continuance of programs early enough so assets (financial, human and intangible) remain significant. If situation deteriorates far enough, it may be difficult or impossible to find a partner.
  • 5. Jan Glick & Associates www.janglick.com Critical Success Factor In order to be successful, the two organizations involved must feel a sense of urgency to undertake such a major change.
  • 6. Jan Glick & Associates www.janglick.com Establish and Communicate Vision of Success Early Uplifting common vision needed to provide direction & retain interest and commitment of parties when differences may threaten to derail the process. It’s critical – there has to be a pot of gold at the end of the rainbow for two organizations to take this journey. Typically, vision is of synergy and program growth with combined resources and programs. In one instance, a consolidated budget that offered more security fulfilled this purpose. (not necessarily glamorous!)
  • 7. Jan Glick & Associates www.janglick.com Overcoming Barriers  Internal self-assessment to determine if your organization is a good candidate for a merger  Inter-organizational assessment to determine whether a particular partner would be good match  Politics of each organization and political environment in which the organizations operate  Culture clash  Self-interest: Examples: Not all EDs pursue mergers, as their position may become a Deputy Director, or eliminated altogether. Board members may have self-interests as well.
  • 8. Jan Glick & Associates www.janglick.com What Happens to Staff?  Most nonprofits not large enough for many, or any, staff positions to be eliminated. Front-line program staff are critical to provide services. For example, in the 20+ mergers JGA has worked on, other than departures chosen or planned by staff members themselves, there has been only one staff member who has lost a job. These mergers still created greater economies of scale & built capacity.  Departure of an Executive Director, or existence of an Interim E.D. can provide a greater likelihood of success, and offers significant cost savings.
  • 9. Jan Glick & Associates www.janglick.com What Happens to Staff?  Savings also possible from reduction in administrative positions such as finance and operations.  Communication is key. For example, any potential fear of job loss can be quelled early in the process by stating this as an agreed principle in an early Memorandum of Understanding between the parties.
  • 10. Jan Glick & Associates www.janglick.com Complex Process Necessarily involves planning for dual scenarios (for some period of time): If merger is successful, and if parties decline to merge. Expectations of all parties need management Team building within and across organizations Leadership integration Dual reporting relationships Conflict management
  • 11. Jan Glick & Associates www.janglick.com Managing Expectations, Hopes and Fears  Develop process working from vision gradually toward details.  Sequence of events and how they are framed can make the difference between smooth and rocky processes; Don’t tackle trickier issues until appropriate time.  Facilitation plan to address misunderstandings, relationship problems, etc. that often involve autonomy, self-interest, politics or culture.  Trust is crucial.
  • 12. Jan Glick & Associates www.janglick.com Managing Expectations, Hopes and Fears  A consultant with merger experience can be very helpful, as there are many opportunities for an (unintended) statement, action or misunderstanding to derail the process. A “neutral” consultant with experience can address such issues proactively.  Handle legal aspects carefully. Example: after the partners know what they want to accomplish, use attorneys to complete the deal, insure legality and appropriate structure; but recognize that attorneys can use or raise complex legal matters that may need further clarification from consultant or ED(s) to convert legalese to English.
  • 13. Jan Glick & Associates www.janglick.com Idealized Merger Process
  • 14. Jan Glick & Associates www.janglick.com Finding the Right Partner You often don’t need to look very far: In many mergers/consolidations, the partner:  Has been an agency with program similarities & regular, close contact and relationships.  Has been suggested by a trusted funder or stakeholder who knows both organizations, and made the recommendation based on fit of programs, culture, and customers.  Has been an organization with similar/same mission serving adjacent geography. However, sometimes, even the best, or only available partner may not want to dance.
  • 15. Jan Glick & Associates www.janglick.com Assessing a Good Fit [4] Trust History of working together Fit at executive and Board levels: Does self- interest get in way? Mission and Program fit Culture fit Situational factors: Are you in a crisis? How does your organization deal with risk?
  • 16. Jan Glick & Associates www.janglick.com Integrating Systems Board & E.D.: In a typical merger of “equals” agency A provides board chair and deputy director, agency B provides board vice chair and E.D. If not a merger of equals, have commensurate recognition of leadership in new structure (i.e. smaller/weaker organization gets less board seats). Finance and H.R.: Select better of two systems; good time for upgrade if needed.
  • 17. Jan Glick & Associates www.janglick.com Pay Attention to Politics and Culture for Success Three types of factors are involved in a merger process:  Technical  Political  Cultural
  • 18. Jan Glick & Associates www.janglick.com Pay Attention to Politics and Culture for Success  Politics of local funding, local interests, or legislative politics can get in the way. Can easily throw a monkey wrench into a potential merger that could otherwise be an effective capacity-building strategy.  Cultural differences between agencies are the most common reason for merged organizations not being well integrated. Examples:  Decision making: consensus vs majority  Philosophy of program design; conservative versus creative differences can be very difficult to bridge  Hierarchical vs. collaborative management
  • 19. Jan Glick & Associates www.janglick.com Technical Aspects less Problematic Integration of HR, IT, Finance systems, bylaws etc – can all be accomplished. Even programs can be adjusted if necessary. Technical issues simply require time and effort.
  • 20. Jan Glick & Associates www.janglick.com Don’t Rush It
  • 21. Jan Glick & Associates www.janglick.com Don’t Rush It Time to implement often depends on: • Number and level of contractual relationships with third parties that require transfer, assignment, and/or extensive outside review. • Extent of political or cultural issues that require discussion and relationship-building. Longer time line means dealing with dual scenarios & ambiguity for longer. Thorough, well-planned process helps Shortcuts not possible.
  • 22. Jan Glick & Associates www.janglick.com Funding a Merger  Costs may include:  Materials development: New logo, letterhead, web site, etc.  Legal costs  Consultant costs  Cost of systems integration such as financial management and I.T. systems  Severance package(s)  Moving  Seek institutional funding to cover such one-time costs  Consider funder overlap; how will operating funder overlap affect selection of organizational structure?
  • 23. Jan Glick & Associates www.janglick.com Life After a Merger Ideally, merger benefits both programs and financial position. Not a panacea: Still have day to day challenges such as fundraising, etc. Systems and culture integration may take time to work out. Benefits still very real, regardless of whether benefits are greater on mission or financial side.