One of Middelhoff's new acquaintances--S.I. Newhouse Jr.--sold him Random House. It has been reported that a chance encounter at Newhouse's 70th-birthday party set negotiations in motion, but the facts are more prosaic. Newhouse was shopping his publishing house around, talking to Time Warner (the parent of FORTUNE's publisher) and News Corp., among others, about either a merger or partnership. When Newhouse went to see Bertelsmann, Middelhoff made it clear from the start that he wanted all of Random House, which is considered the crown jewel, if not the profit leader, of publishing. An executive familiar with the negotiations says: "Although he's gracious and extremely polite, Thomas knows just where he wants to go and exactly how he wants to get there."
But why did Middelhoff place such a big bet on books at a time when other moguls were pulling back? That remains a mystery to those who see trade publishing as a low-margin, no-growth business that's not very businesslike at all. The number of trade books sold has actually declined slightly since 1992, although publishers' revenues have grown by about 3% annually because of price increases, according to the New York-based Book Industry Study Group. More fundamentally, publishers are caught in a squeeze between writers and retailers. Best-selling authors command bigger advances. And the consolidation in retailing means that megachains Barnes & Noble and Borders Inc. are capturing a bigger share of the sales price of each book. "We're funding the whole business, but we're not getting a reasonable return on our capital," says Laurence Kirshbaum, president of Warner Books. "The business has really been out of kilter." What's more, Manhattan book editors tend to be underpaid literary types who don't fret much about the bottom line. You can see why some owners want out.
No matter--when run right, book publishing can be a solid business, albeit a mature one. "Can Bertelsmann make money in books? Absolutely," says Michael J. Wolf, senior partner for media at Booz- Allen & Hamilton, who has advised Bertelsmann and other publishers. "This is a very aggressive company with a very aggressive culture." Bertelsmann's North American publishing units have been generating margins of 8% to 9%, often exceeding the companywide financial targets, according to Peter Olson, the chairman and CEO of the new Random House Inc., who formerly oversaw Bantam Doubleday Dell. The newly merged publishing operation, with estimated revenues of $1.5 billion, should do as well if not better through economies of scale: cutting overhead, consolidating warehouses, merging back-office functions, improving information technology, and perhaps thinning the sales force or executive ranks. There should be room for cost cutting; before the merger, the old Random House employed twice as many people as Bantam Doubleday Dell to generate only about 30% more in revenues.
Olson, 48, a low-key former lawyer and banker with undergraduate, business, and law degrees from Harvard, won't say much about his strategy, but he will say that being bigger and leaner is better. "If you combine scale with a very efficient infrastructure, you can have a better-margin business than a small or medium-sized publisher," he says. But even a bulked-up Bertelsmann will command no more than a 15% market share in trade-book publishing; that's not enough to force writers or retailers to make structural changes in the business.
That means the business will be mostly about execution. Bertelsmann's done well in that regard, keeping its returns of unsold books, for example, well below the industry average, which is a stunning 36%. (Returns cost publishers lots of money.) For the most part, its publishers have also avoided overpaying wildly for books that flop. While Olson says he won't impose across-the-board reductions in titles or imprints, history suggests that Bertelsmann will bring some business discipline to free-spending Random House. Look at Doubleday, which gradually cut its annual list from about 600 to 350 books after being acquired by Bertelsmann. And while Olson, who's fluent in Russian and German, likes to talk about his love of literature, he's a decidedly pragmatic executive. "These are nonbook business people running book publishing as a business," says an industry bigwig, who counts himself among Bertelsmann's admirers. The trick for Olson and his people, who thrived by selling mass-market books at Bantam Doubleday Dell, will be to tread lightly as they assert control at Random House. The Knopf imprint, in particular, excelled at the more delicate business of investing in literary authors, building their careers, and awaiting a long-term payoff. Some authors don't become moneymakers until their third or fourth book is published.
Beyond that, Middelhoff is betting that technology will give bookselling a boost. "If you accept the argument that content is king in the digital age, why is that true for movies and music but not for books?" he asks. "You can distribute books physically, by direct mail or E-commerce, but in the future, also, why not digitally?" Already there are signs that online booksellers like Amazon are driving backlist sales, which are more profitable than sales of today's books. Just as cable movie channels created new markets for old movies, the Internet could help unlock the value of the 20,000 or so titles on the gold-plated Random House backlist, which includes literary giants like Thomas Mann, Jean-Paul Sartre, and William Faulkner, and kids' favorites like Dr. Seuss and Richard Scarry, as well as the entire Modern Library collection. Long term, Middelhoff sees a growing market for those books among the expanding middle class in Eastern Europe and Asia, who will build up their libraries just as Germans did with their book clubs after World War II. Through a new venture capital fund, Bertelsmann also owns a stake in NuvoMedia, a Palo Alto startup that launched its line of electronic books in October. That, too, could prove to be a cost-efficient way to distribute books.
Bertelsmann's other big U.S. business is music, which, even more than book publishing, will pose a challenge for Middelhoff. The good news is that BMG Entertainment, the company's music arm, has grown rapidly in recent years; its U.S. market share of current albums, a key benchmark, has climbed from 12.1% in 1993 to 13.9% so far this year, while revenues have grown from $3.2 billion to $4.4 billion in fiscal 1998, well ahead of industry averages. But rising talent costs, the consolidation of retailers, and economic woes in Asia have combined to squeeze BMG's margins, which have slipped below the company's targets. "We have only one objective with BMG," says Middelhoff, direct as usual. "We have to improve its profitability."
The man in charge is Strauss Zelnick, 41, who, like Olson, has a law degree and an MBA from Harvard as well as the managerial discipline to control spending in an industry known for extravagance. "We don't have jets and penthouses and corporate retreats and big expense accounts," he says. Since joining BMG in 1994, Zelnick, formerly CEO of computer-games maker Crystal Dynamics and president of the 20th Century Fox film studio, has learned the music business in a hurry. He has reduced the head count by nearly 20%, cut overhead, and told his labels to release fewer CDs. "The strategy is not to throw lots of things against the wall and see what sticks, but to focus on acts we really believe in, persevere, and make it work," he says. And while Bertelsmann is known for its long-term thinking, Zelnick has acted swiftly when necessary: Two years ago he fired the CEO of BMG's music club and personally retooled the unit when operational problems and rising direct-mail costs reduced profits. Decentralization has its limits.
More often, though, Zelnick leaves creative decisions to those running his record labels. Nowhere is that truer than at Arista Records, the domain of legendary music executive Clive Davis, who acts as if he still owns the company he founded in 1975. That's fine with his nominal superiors because Davis, at age 65, still has great "ears." The man who signed Janis Joplin to her first record contract 31 years ago still discovers new acts and matches pop divas like Whitney Houston and Toni Braxton with the songs they record. "It's a one-man show," says a former Arista executive. "It's way beyond egotism, but Clive is supersmart, and you can't argue with his track record." Davis also manages BMG's joint ventures with producer Babyface's LaFace Records and producer Sean "Puffy" Combs' Bad Boy Entertainment, which have put the gentlemen from Gutersloh at the forefront of hip-hop music.
RCA Records is thriving, too, after a long drought. (It was ridiculed for years as the Record Cemetery of America.) CEO Bob Jamieson, a former Polygram and CBS Records executive whose roster includes Dave Matthews, Verve Pipe, and Natalie Imbruglia, says working for privately held Bertelsmann lets him build long-term franchises and not worry about short-term results. "Sometimes Wall Street, and the drive to increase stock value, is not compatible with the creative process," Jamieson says. "Unfortunately, some companies will rush a product to market to make a splash in the next quarter."
That's all well and good, but music as an industry has stalled. Worldwide demand has grown by just 2% a year for the past three years, and it isn't likely to pick up anytime soon. The CD boom is over, and no new technology breakthrough is on the horizon. "The industry, in its current form, will probably never be able to return to the high-margin days of the early 1990s," says Michael Nathanson, an industry analyst with Sanford C. Bernstein.
This isn't just worrisome for Bertelsmann--it's bad news for Zelnick and his team, who, like all company heads at Bertelsmann, get bonuses strictly tied to the profits of their units. This strips a lot of politics out the company, they say. "My executives can tell me to buzz off, but they still get their bonuses if they make money for the company," says Zelnick. It also helps account for the fierce independence of the units, which refuse to sacrifice their own earnings to deliver corporate synergy. Bertelsmann's Sonopress, for instance, is a major manufacturer of CDs, but the Bertelsmann record companies order about 35% of their CDs from competitors. The same dynamic operates among Bertelsmann publishers, printers, and book clubs. "The negotiations between Bertelsmann companies are renowned for being at least as adversarial as those with our competitors," Olson says. The absence of central planning can lead to some absurdities: Bertelsmann's German magazine, Stern, has distributed software for Deutsche Telekom's T-Online, the major competitor of AOL Germany, which is half-owned by Bertelsmann.
Middelhoff thinks the company has allowed decentralization to go too far. "We need a little more cooperation," he says. This is especially important to Middelhoff because he is counting on online services, electronic commerce, and global expansion to drive Bertelsmann's growth, and the Internet tends to erode geographic and industry boundaries. One example: AOL operations in France, Germany, and the U.K. will be prodded to work closely with Bertelsmann's E- commerce venture, Books Online, which is about to launch in Europe. Similarly, Bertelsmann book and music clubs, which operate as independent fiefdoms, will be encouraged to share membership lists and marketing plans as they migrate their businesses to the Internet. In time, Middelhoff wants to expand all of the company's businesses in Asia, which he says will be the next frontier for his generation of leaders, just as the U.S. was the battleground for Wossner. "A media company in this competitive landscape has to be more global," Middelhoff says. "You have to grow."
So Middelhoff won't be spending lots of time in Gutersloh, even after he settles in as CEO. In fact, he's busy right now looking at New York real estate--he wants to buy an apartment since he plans to spend one week a month in the city. (He's found that he can leave Gutersloh late in the afternoon, take a private plane to Paris, hop on the Concorde, and arrive in Manhattan in time for dinner.) Bertelsmann, meanwhile, is in the market for a new building in Times Square, near its current office tower on Broadway and 45th Street. The idea is to consolidate the old Random House with Bantam Doubleday Dell, BMG, possibly the book clubs--and who knows what else? When Middelhoff called FORTUNE as this issue went to press, he had just come out of an all-morning negotiating session in New York. Yes, another deal's in the works, he confided, but he couldn't say what it would be.
{BOX}
BERTELSMANN: A LOOK AT THE BOOKS
No. 3 among the media giants... Revenues in billions, past fiscal year
TIME WARNER $24.6 DISNEY $22.5 BERTELSMANN* $15.2 VIACOM $13.2 NEWS CORP. $12.8
the company is betting on print... Revenues in billions
Books* $4.1 Magazines & newspapers $2.8 Music $4.4 Industry $1.9 TV & radio $1.5 Multimedia $0.4
and on growth in the U.S.
U.S.* 31% Germany 31% Rest of Europe 30% Other 8%
*Fiscal year 1998, does not include Random House acquisition.
Quote: With the acquisition of Random House last spring, Bertelsmann became the largest trade-book publisher in the U.S. Ventures with producers Babyface and "Puffy" Combs have put the gentlemen from Gutersloh at the forefront of hip-hop. Middelhoff persuaded a reluctant Wossner to buy 5% of America Online in 1995. Now they wish they'd bought more. Bertelsmann is averse to debt, skeptical about synergy, and unaffected by Wall Street--not your usual media giant.
COLOR PHOTO: PHOTOGRAPH BY GERARD RANCINAN--SYGMA At age 45, Middelhoff is the first baby-boomer CEO of a media giant. {Thomas Middelhoff} COLOR PHOTO: SUZANNE OPTON Olson loves books, but he's unsentimental about the need to cut costs and fatten margins. {Peter Olson} THREE COLOR CHARTS: FORTUNE CHART {Chart not available--bar graph comparing revenues of Time Warner, Disney, Bertelsmann, Viacom, and News Corp.; pie chart of revenues of various divisions of Bertelsmann; pie chart of projected growth of Bertelsmann in U.S., Germany, Europe, and elsewhere} COLOR PHOTO: SUZANNE OPTON Music chief Zelnick runs a tight ship in a business known for excess. {Strauss Zelnick} COLOR PHOTO: GERARD RANCINAN--SYGMA Wossner, who made the company a force in the U.S., stepped down at 60. {Mark Wossner} |