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FISA WHITE PAPER 4 1

2 Trends and Effects of Consolidation in the FISA Channel

FISA’s White Paper series ispublished periodically to advancediscussion and debate on the futureof the distribution channel in thesanitary processing industries.

A complimentary copy is provided toeach member as a part of member-ship services. Additional copies can beobtained at a cost of $5.00 each formembers and $15.00 for non-members. Bulk order discounts areavailable. Call FISA to orderadditional copies.

Copyright© 1998Food Industry Suppliers Association1207 Sunset DriveGreensboro, NC 27408336-274-6311Fax: 336-691-1839


Consolidation among the customers has been anongoing subject of concern to FISA members.This White Paper is the first effort by the associa-tion to directly confront the subject and toprovide insight and analysis to the members that

will be useful in strategic planning.

This study is not an in-depth report on the extent or theparticulars of consolidation activity in key markets. Rather, it isan overview of the trend and a reasoned analysis of the conse-quences for distributors and manufacturers.

Additionally, this report can best be studied by also reviewingthe previous White Paper on “Customer Survey Results.” Thatpaper directly addressed the new challenges of selling to largercustomers. As consolidation is the process by which customersgain in size while declining in number, the two reports arecomplementary.

For FISA members, the phenomenon of consolidation among

TRENDS AND EFFECTSOF CONSOLIDATIONIN THE FISA CHANNEL

A Report and Analysisby Robert L. Fitzpatrick


the customer bases raises two immediate concerns: direct salesand the possibility of consolidation among the ranks of thesuppliers. Some consolidation has indeed already occurredamong the manufacturers. However, to date, little activity hastaken place within the FISA distributor community. The channelof independent distributors selling and servicing equipment forsanitary processors is overwhelmingly characterized by regional,independent and privately owned firms.

Can this model endure amidst consolidation which results infewer and much larger customers? Does the trend of customerconsolidation tend to support the channel of independent dis-tributors or does it economically indicate more of the direct salesmodel? And, in what ways do FISA distributors need to changetheir own company structures to accommodate consolidation?

To analyze these subjects, interviews were conducted withFISA members, editors of major trade magazines and newslettersand others who have tracked the consolidation pattern. In theprevious White Paper, plant managers and procurement officers ofsome of FISA’s largest customers were directly interviewed.

Of key importance to this report, the 1997 study of consolida-tion in wholesale distribution conducted by the National Asso-ciation of Wholesaler Distributors (NAW) was extensivelyreferenced and served as a guiding source.

The National Association of Wholesalers, a federation of 112associations of wholesale distributors in 1997 undertook a studyto assess the impact of consolidation on the distribution field.The study is entitled Consolidation in Wholesale Distribution:Understanding Industry Change. FISA is a member of NAW andthough the sanitary processing field was not specifically studied,much of the data is directly applicable and contains many usefulinsights for FISA manufacturers and distributors.


Economic IndicatorsThe NAW study disputes the notion that the invisible hand of

fate is at work in the area of industry mergers and acquisitions.Rather, it indicates that certain economic conditions drive anindustry toward consolidation. Response to these conditions canvary widely, however, and with better understanding, an indi-vidual company may still chart its own course.

The NAW study examined 54 different lines of trade forpatterns, causes and effects of consolidation. Consolidation wastaken to include not only acquisitions but business failures aswell. Acquisition was, however, the overwhelmingly dominantmode in the industries that were reviewed.

Among the 54 fields studied, consolidation varied signifi-cantly as an industry trend but the study shows that no sector ofthe distribution field is exempt from consolidation’s growingforce. It cautioned any company against an “It can’t happen tome” attitude.

The NAW study also noted that consolidation among dis-tributors themselves in an industry does not necessarily lead to areduced role for distribution. In 17 of the 42 fields that experi-enced significant consolidation, distribution did not lose overallmarket share to other sales models and in 5 of the 42, distribu-tion increased market share as the number of distributors wassignificantly reduced.

Consolidation of FISA CustomersThough the phenomenon of consolidation is well known to

FISA members its extent on a national and international levelmay be less widely understood, particularly when so many FISAdistributors hold strongly regional perspectives.

The greatest concentration within the overall FISA customer


base has been among dairy processors. Since 1975, the numberof dairy processors making “hard products” has been reduced byone-half while output per plant tripled in volume. Plants makingfluid milk dropped from a total of 2,500 in 1975 to just 622 by1996. And this process of concentration is continuing.

Accompanying the drop in number of processing companies isthe sheer size of those that now inhabit the field. The top five dairyprocessing companies have aggregate sales of $11 billion. KraftFoods is the largest player with sales of approximately $4 billion.The next five largest players are each over $1 billion in sales, andnumber 11 through 15 are each over $900 million in sales.

Dairy Foods magazine hastracked and analyzed the trendof consolidation in thatindustry and has recentlyhighlighted two key players asnational consolidators, Suizaand Dean Foods. The Suizafamily has made more than 60

acquisitions in the last 10 years. Among those that are dairy-related include Flav-O-Rich in Florida, Dairy Fresh in NorthCarolina, Country Fresh in Michigan, Morningstar Group inTexas, Swiss Dairy in California.

Industry analysts see Suiza’s buying plan to be aimed atestablishing a dominant national dairy at the sales level of $5-7billion within five years. It has been noted that other relatedfields such as sodas, cereal, packaged meats and sugar arestrongly dominated by a few national players. The dairy field willfollow, it is expected

Dairy Foods noted the growth of Dean Foods in the dairyfield both through acquisition and innovative marketing.

Since 1975, the number of dairyprocessors making “hard prod-ucts” has been reduced by one-half while output per planttripled in volume.


According to the magazine, Dean and Suiza are vying for themost processors acquired. Dean’s sales are now at $3.1 billion.Among recent buys are Wengert’s Dairy in Pennsylvania, PurityDairies in Tennessee and Coburg Dairy in South Carolina,among others. Dean’s CEO Howard Dean predicted that theacquisition program would continue in pace with industrywideconsolidation.

Other prominent acquirers of dairies in 1997 include Land o’Lakes, Waterbury Specialty Foods, Agropur, Nestle, BerkshireHathaway . The line-up is characterized by major players on WallStreet and international corporations.

The picture in the food and beverage industries shows the samepattern of giants in the marketplace. Food Processing magazinelists the top ten food/beverage processing companies with total salesof more than $170 billion. Among the players are such householdnames as Phillip Morris (which also owns Kraft Foods and MillerBrewing), Pepsico, Coca-Cola (which also owns Minute Maid), MarsInc. (also owns Uncle Ben)., and Anheuser-Busch. In order, the next10 largest are H. J. Heinz, RJR Nabisco, Campbell Soup, Sara Lee,Nestle, Kellogg, Pillsbury and General Mills.

In February, 1998, Beverage Industry magazine featured aconsolidation report entitled, “Consolidation Still at Full Speed.”

“In the past 2 years, the magazine article stated, “20 bottlershave changed hands and more than half of them have been samebrand bottlers purchasing their counterparts in other regions.”The article noted that 20 years ago, Coca-Cola had more than500 distributors around the US. Today the top five bottlerscontrol 80% of all volume. The article concluded, “… look formore big fish bottlers to swallow their next door neighbors asCoke, Pepsi and Cadbury Schweppes cultivate closer relation-ships with a smaller number of bottlers.”


Causes of ConsolidationThe specific causes of consolidation in these fields is beyond

the purview of this report. However, Compass Capital PartnersLimited, an investment banking and consulting company thatspecializes in facilitating mergers and acquisitions has noted thetwo most common drivers: Arc Price Elasticity, and the Theoryof Rational Expectations. The Price Elasticity theory simplytranslates to the idea that all markets are driven toward priceequilibrium, or a balance of power between buyers and sellers.Rational Expectation refers to the phenomenon in marketswhere mergers occur as more people believe they will occur. Inshort, a kind of momentum develops as owners and managerssee consolidation as an expected outcome of their business or ahigh priority strategy.

Putting this picture into a broader and simpler context, it canbe said that the customers of FISA are massive organizationsserving mass markets. They are consolidating to economicallyserve these mass markets and the giants to which they in turn selltheir goods. Where does that leave the small (by comparison),regional players of the FISA channel? Are they to be expected tobalance the equation with economic power of their own?

The analysis that follows indicates that, yes, some consolida-tion in the channel will likely occur and it will be driven by theneed to balance power with greater economic strength andeconomy of scale on the supplier side. Yet, consolidation, it willbe shown, is not necessarily a remedy where high levels oftechnical expertise are needed. In this equation, “value,” or inthe parlance of distribution, “added value” can substitute for raweconomic power.


Triggers of ConsolidationIf consolidation is a response to market forces, then it is

paramount to the distributor to know these forces well in orderto plot a response strategy. The NAW study found several com-mon elements in the lines of trade that experienced heavyconsolidation among the distributors.

1) Consolidation among customers and manufacturersreduces the need for the current number of distributors. Toomany distributors wind up chasing too few customers, the studynoted. The result is inevitably the reduction in the number ofdistributors.

2) Many customers have pursued a purchasing philosophy inwhich fewer suppliers are utilized. “Non-selected” distributorshave much less opportunity to do business with companiespursuing this method of “cost-containment.” This new marketcondition limits distributor sales opportunity with the inevitableeconomic consequence of consolidation.

3) Some larger customers buy direct. Sixty percent ofresponses from high consolidation lines of trade saw an increasein direct sales by suppliers and direct purchases by some cus-tomers. The direct sales pressure from the customer is a re-sponse to consolidation forces within their own ranks and anattempt to improve competitive positions. Effectively, thesecustomers have taken over some traditional wholesaler distribu-tion functions by creating in-house distribution systems.

The NAW noted that the conditions of interaction of distribu-tors with suppliers and customers are complex and by no means“inevitable.” The economic forces pressing down on distributorscan be balanced by the level of their capabilities. Consequently,the study noted the paradox in which the forces that drive some


distributors from the field may also create new opportunities forgrowth among others. Customer consolidation tends to lower theneed for some functions currently provided by nearly all distribu-tors while increasing the need for some other services andcapabilities which only a few distributors possess or will develop.

As an overall observation, italso noted that cost pressureshave increased on distributorsregardless of consolidationpatterns. Absolute marginlevels were, however, found tobe lower in high consolidationlines of trade. The lowermargins have driven the lessefficient or vigorous distribu-tors from the field by way ofacquisitions or bankruptcy.

After examining the common forces that drive consolidationin the distribution business, the NAW study turned its attentionto the factors resulting in higher, lower or flat market share fordistribution among the lines of trade that had experiencedmoderate or high levels of consolidation. In other words, wheresignificant levels of acquisitions or bankruptcies have occurred,what conditions cause the overall channel to increases sales orlose share to other sales models?

Distribution Market ShareDistribution gained market share when distributors were

able to expand geographically to meet the needs of customerswho have expanded geographic coverage. The corollary to thispattern is that those distributors whose customers operate in anarrow geographic market or a single location tend to lose share

Customer consolidation tendsto lower the need for somefunctions currently provided bynearly all distributors whileincreasing the need for someother services and capabilitieswhich only a few distributorspossess or will develop.


Distributors were eliminatedwhere there was little need forcomplex technical assistance orsystem integration in the pur-chase decision. In those instances,the study asserted, “a low costdelivery system” becomes the keysuccess factor.

to other channel members.

What is highly relevant to FISA is that most of the industriesin which distributors have lost share are “finished products.”The greatest example of this is where huge retailers such asWalMart or Office Depot take away customers from wholesalersin their delivery of “shrink-wrapped” finished goods.

The study found that distribution lost market share duringconsolidation when products were non-technical and slowchanging, had long product life cycles and were stand-aloneproducts. Distributors were eliminated where there was littleneed for complex technical assistance or system integration inthe purchase decision. In those instances, the study asserted, “alow cost delivery system” becomes the key success factor. Thestudy further stated that“…distributors have limitedmarket share losses throughthe use of technology-based,value-added services.”

By definition, consolida-tion involves the acquisitionsof many companies by a fewcompanies. For this reasonmuch of the interest inconsolidation among distribu-tors centers around being acquired or how to avoid it. Yet, thestudy also addressed the position of those companies who aredoing the acquisitions or considering it. Once again, the studynoted, “fate” cannot be trusted. There are steps and actions to betaken to ensure that the strategy works. Getting larger is notnecessarily a safe harbor and in fact may be critical mistake forsome companies. What then are the factors that make an


enlarged company more valuable than the formerly separateparts? The study found four:

• Reducing costs by sharing the resources or each part moreefficiently.

• Transferring skills from one part to the larger whole.

• Improving management skills by transferring the greatercapabilities of one segment to the whole.

• The fourth source of ‘value creation’ that comes fromcombining two or more distributors, the study stated, wasthe most straightforward and the one most companies seekto achieve. The study called it “combination benefits.” Thislofty term, it turns out, means “negotiating leverage withsuppliers and customers.” In short, using economic cloutto gain cheaper prices.

Applying the NAW Study to DistributorsServing Sanitary Processing

Perhaps the first fact to be established in looking at the FISAchannel is whether the industry has in fact experienced “concen-tration.” Everyone in the industry knows that some acquisitionshave taken place but the degree of consolidation will determinehow to anticipate the future.

The NAW study found that an industry is “concentrated”when “four or fewer distributors grow to control more than 40%of the total available distribution.”

By this standard, the FISA channel is not “concentrated”even though its customer base is rapidly consolidating and someof its largest vendors are also merging or being acquired.

Despite the continued independence and regional bases of


FISA distributors, all of the factors driving consolidation stillapply. As will be shown, the FISA channel is more resistant tolarge scale consolidation because of the core values it offers.Attention to these core values will largely determine whetherFISA distributors consolidate and will also strongly affect thesuccess or failure of future amalgamations.

Determining what areits “core values” will be adefining and critical taskfor the FISA channelmembers. Frequently, thisevaluation requires anexamination of thecompany’s two key roles,physical distribution, and knowledge-based services such astechnical competency. Are FISA members primarily technicalservice companies or are they commodity handlers? If theyprovide both roles, which is the most valued in the new environ-ment of hyper-competition and consolidation? Which function ismost needed by the customer and the manufacturer?

Impact of TerminationsA fact that the NAW study uncovered that is particularly

applicable to the FISA channel is that terminations by manufac-turers do not result in significant increases in consolidation ofdistributors. In fact, termination and assignment of exclusiveterritorial agreements occurred as often in low consolidationindustries as in high. Why?

The study speculated that where consolidation is occurringamong distributors, channel management is, effectively, beingaccomplished by market forces. Partnerships are being forced, soto speak. Fewer manufacturers and few distributors make it

The NAW study found that anindustry is “concentrated” when“four or fewer distributors growto control more than 40% of thetotal available distribution.”


more likely and easier for the remaining players to “choosesides” on their own.

In those industries where less consolidation is occurringamong the distributors, greater channel management, e.g.termination and territorial management, is more needed. Thenet effect is that manufacturer channel management policies donot statistically correlate with consolidation.

The study also speculated that in industries where consolida-tion is more extreme, territorial assignment becomes irrelevantas the distributors get larger along with the customers. Thepower of the distributor has also grown accordingly, makingterminations and other control policies much less practical formanufacturers.

For the FISA channel in which regional distribution is stillthe rule, the patterns identified in the NAW study reinforced theneed for much greater channel management of territories, rolesand responsibilities of distributors, a point which will be high-lighted again later in this report.

Power RetailersThe classic and most compelling examples of consolidation

eliminating distributors are where “power retailers” havedeveloped that have usurped customer bases from their distribu-tors and have required manufacturers to sell to them on a directbasis. Office Depot, for example, has not only taken business ofoffice supply buyers away from some distributors but it has alsoeliminated some distributors from its own supply chain.WalMart has done likewise.

Does the sanitary processor industry have an equivalent topower retailers? Kraft Foods? Suiza? Dean Foods? Coca Cola? Arethese power retailers? These companies do not take customers


away from distributors, however, they certainly hold the powerto buy direct whenever they wish. They could specify individualdistributors and they can dominate price negotiations.

Yet this does not fully meet the definition of a power retailer.Kraft plants are not all the same. Moreover, the products theybuy from distributors cannot be characterized as “non-technicaland slow changing, havelong product life cycles andare stand-alone products.”Some of the plants also dorequire “complex technicalassistance or systemintegration.”

Though sanitaryprocessing products andmarkets do not closelymatch the conditions inwhich consolidation is most dramatic and distribution losesmarket share to direct sales, the sanitary processing distributorchannel is by no means exempt from further consolidation anddirect sales. Consolidation has accelerated among sanitaryprocessing customers. The overall market in some key sectors isnot growing robustly, and the “national account market” whichis most prone to direct buying is growing significantly. Addition-ally, the core products of the distributor portfolio are vulnerableto being “unbundled” and purchased on the “spot market” liketrue commodities.

The study gave many examples where distribution hasadapted to these seemingly adverse conditions of customerconsolidation and commoditization of products. In most cases,these scenarios involved distributors producing sophisticated

Consolidation has acceleratedamong sanitary processing cus-tomers. The “national accountsegment” is growing proportion-ately. The core products of thedistributor portfolio are vulner-able to being “unbundled” andpurchased like true commodities.


value added services in training, finance, inventory managementand technical support. Examples were also offered wheredistribution played a crucial role in helping smaller independentcustomers remain competitive.

The Future Viability of Sanitary ProcessingDistributors

Based on the findings of the NAW study, several speculationsabout the future can be postulated.

• To the degree that sanitary processing products arecommoditized, fewer distributors are needed and greaterprice pressure is exerted on the distributor margins whichfurther drives consolidation. The study offered manyexamples of how distributors added value to their coreservices. Where these new competencies were developeddirect sales were less often employed. This theme of “valueadded services” is well accepted in the sanitary processingindustry but it appears that consensus has not beendeveloped about investment requirements. It must also beacknowledged that, regardless of value added services,some customers will likely “unbundle” some products fromrelated services and seek to treat them as pure commodi-ties purchased on a bidding process.

An inescapable observation is that sanitary processingdistributors that are technically weak and do not offer creativenew services to their customers will most probably be acquiredor will exit the business. A further observation that seemsobvious is that the national account segment of the sanitaryprocessing market is ripe for more direct sales scenarios.

• The study noted that functions and services produced bydistributors cannot be eliminated. They can only be re-


deployed. Somebody is going to perform the serviceswhether the distributor is cut out or not. From this fact itcould be said that the ability of the distributor to performthese services more efficiently than the manufacturer orthe customer and its ability to offer innovative new servicesare the determinants of the distributor survival. Where thedistributor cannot provide these services more efficiently itmay cede them to direct sales or commodity distributormodels while developingother value addedservices that it is betterpositioned to provide.

• Offering low prices orsimply being availablewith warehouses on anational level may also beneeded to serve the largeraccounts. However, these“time and place” utilities, as the study called them, areinsufficient to prevent loss of market share. Technologyinvestments, the study stated, are needed to “transform”commoditized products. Stated more simply, developing anational base of warehouse and sales offices does not staveoff direct selling. Adding service and value does.

The NAW study also revealed a pattern that is useful forsanitary processing distributors to recognize. It is that as somelarger manufacturers terminated or limited opportunities fordistributors serving large accounts, a need is created for dis-tributors to serve smaller manufacturers and smaller customers.The pattern of distributors ceding some market segments topure wholesalers or to direct sales while specializing in serviceto other segments is well established in many industries.

The study noted that functionsand services produced by distribu-tors cannot be eliminated. Theycan only be re-deployed. Some-body is going to perform theservices whether the distributor iscut out or not.


These market segment developments tend to support theviability for many smaller distributors while lack of investmentin new competency or new services among the overall distribu-tor community will accelerate the process of “concentration.”

Distributors and ManufacturersAdvocating closer and more efficient manufacturer/distribu-

tor relations and providing a forum where potential channelconflict can be analyzed are key services FISA has historicallyprovided its members. The observations and analyses in thisWhite Paper and in the previous one on Large Customer Needscontain important implications for distributor/manufacturerrelations in the FISA channel:

1 As consolidation grows,distributor-basedchannels will receive

greater pressure from somecustomers to sell direct. Theability of the channel to adaptto these demands and toaccommodate the special needsof some larger customers willdepend on the state of the

distributor/manufacturer relationship. Direct selling to selectedlarge accounts by manufacturers that use distributors candisrupt the overall channel and negatively affect themanufacturer’s sales through distributors. However, whencommunication levels are close, frequent and candid, the directsales pressures can be handled satisfactorily to all parties. Forexample, some channels have dissected the sales and distribu-tion process into very specific roles and responsibilities involv-ing the distributors and manufacturer and then reapportioned

Advocating closer and moreefficient manufacturer/distribu-tor relations and providing aforum where potential channelconflict can be analyzed are keyservices FISA has historicallyprovided its members.


them to meet a customer’s specific needs. Selling and pricingmight be done directly by the manufacturer. Warehousing andservice might be provided by the channel on a fee paid basis.

2Channel response to the requirements of consolidatedcustomers for higher levels of service and for new andmore creative types of services will depend on the state of

the distributor/manufacturer relationship. Providing theseservices involves a high level of cooperation between manufac-turer and distributor. The pressure for lower prices involvesmaximum reductions in redundancies. To remain viable againstdirect selling models, the channel must have seamless connec-tions between manufacturers and distributors.

3Expansion of distributors to cover larger territories inresponse to the nationally-based large customers placesmajor pressures on channel management. For a manufac-

turer to maintain full national coverage with regional distribu-tors requires that the distributors meet high technical standardsrequired by the customer. Ownership succession plans of thedistributors must be in place in order for the manufacturers tomake longer term commitments to distributors. Flexibility mustbe permitted to adapt to special customer requirements and todistributor expansion and consolidation. Effective adaptation tothese demands and changes requires a very attentive, pro-activeand engaged channel management on the part of the manufac-turer as well as highly developed lines of communication withthe distributors.

4As the NAW study confirmed, consolidation of customerstends to commoditize products as the balance of powershifts toward the customer. The study noted that “time

and place” resources such as expanding warehouse facilities on anational basis are insufficient to maintain channel market share.


Commodities must be “transformed,” the study stated. Thetransformation of commodities to higher value goods andservices requires the full support of the distributor. In otherfields, manufacturers have seen distributors respond tocommoditization by simply treating the products as commodi-ties, i.e., lowering prices, abandoning brand advocacy, andstocking multiple brands. The marketing function of the dis-tributor is diminished just at the time when the manufacturerhas greater need of it.

Maintaining brand values by adding value to the product canonly be achieved with a high level of distributor/manufacturercoordination. Brand loyalty by distributors under commoditypressures in the marketplace requires high levels of supportfrom the manufacturer.

5Maintaining the technical capabilities required by largercustomers requires significant and continuous investment by the distributors. Without these investments in

technical competency, as the NAW study noted, larger customerstend to view the distributors as superfluous and undeserving of ashare of the margin. Once again this challenge can only be met bya high level of cooperation between manufacturer and distributor.If the distributor fails to meet these investment requirements, themanufacturer must assume them often at a much higher cost. Co-investing, sharing of resources, and working within much closerfinancial arrangements are indicated to maintain the requiredstandards of technical competency.

6The final consideration refers to a finding in the previousWhite Paper regarding doing business with larger customers. The interviews conducted for that report indi-

cated that few customers had any definitive position about directsales versus distributor sales. They only expressed strong


concern for value and service, not the methodology of itsdelivery. Several even preferred the distributor sales modelbecause of its history of more prompt and consistent service.However, all who were interviewed stressed that value must bereal and proven and that service and technical support from adistributor must be of very high quality.

This finding is strongly supported and confirmed by the NAWstudy regarding its recommendations that distribution must“transform” commoditized products with value added service.Without these added values, customers, especially larger cus-tomers, will focus on the only other value that is real andproven—price.

To obtain a copy of the NAW study, Consolidation in Whole-sale Distribution: Understanding Industry Change, contactDREF/NAW Publications, 1725 K St. NW, Washington, DC20006, (202)872-0885.


ABOUT FISA:FISA is a national trade associationcommitted to promoting indepen-dent distribution in sanitaryprocessing industries and providingservices for increasing the effective-ness of its members. The membersare distributors, manufacturers andthose in allied businesses. Forinformation on membership and acomplete listing of membershipbenefits, call FISA at 336-274-6311.

ABOUT THE AUTHOR:Robert L. Fitzpatrick is a writer,researcher, publisher and consult-ant based in Charlotte, NorthCarolina who specializes indistributor/manufacturer issues. Hehas been retained as a consultant byFISA since 1994 to study thechannel, provide research reportsand programs to help FISA and itsmembers adapt to the changingmarket conditions.


Food Industry Suppliers Association

1207 Sunset Drive

Greensboro, NC 27408

336-274-6311

Fax: 336-691-1839

1207 sunset drive greensboro, nc 27408 - fisa net the distribution channel in the ... this study is...

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