Tag Archives: Control

How Do You Structure an Earnout? Five Perspectives

Situation: A founding CEO is evaluating a purchase offer for his company. The buyer wants the CEO to retain some ownership interest to assure a smooth transition post sale, and ongoing assistance from the CEO so that the company continues to succeed post-sale. Should the CEO retain a minority share of the company? How do you structure an earn-out?

Advice from the CEOs:

  • The ideal option is full payment up-front. However, if the CEO is perceived by the buyer as critical to the company the buyer will want to have some assurance of continued services for some period.
  • An earn-out of fixed payments over time is acceptable provided that the language of the agreement is acceptable. However, performance-based earn-outs make no sense if the CEO no longer has control over the decisions that will impact performance. Don’t structure the payment as an earn-out, but as a retention bonus and assure that the terms are favorable.
  • Post-sale a minority share of your old company holds no value if you can’t monetize it. Holding a small share of a non-traded company has the same challenges.
    • It is all about liquidity.
    • If the other party offers this, ask what is the value is to you of the retained share.
  • Minimize the earn-out if one is demanded, but don’t count on it.
  • If there isn’t a strategic fit between the buyer and the company, the value of the company in a sale will be lower.

How Do You Evaluate Marketing Partners? Six Observations

Situation: A company is interested in partnering with a larger company to market a suite of services. They have identified two good candidates. They haven’t worked with partners in the past and are curious about how other companies work with marketing partners. How do you evaluate marketing partners?

Advice from the CEOs:

  • The danger of working with a single marketing partner is that all of your eggs are in one basket. Your success in this relationship will depend upon the success of the marketing partner. This, in turn, will depend on the amount of attention that they pay to marketing your services, and on how actively their sales department sells your services. The danger to you is loss of control over the marketing and sales process.
  • Another company had a similar situation several years ago. At that time, the advice of the CEOs was to not select an exclusive partner, but instead to work with two different marketing partners, even though they are competitors. The company followed this advice, and it has worked like a charm.
  • Start with a position that you want a non-exclusive relationship. If a potential partner insists on exclusivity then ask for fixed guarantees of business and fixed minimums.
  • Other companies around the table work in partnership with competing companies all of the time. All of the partners value the services that these companies provide, and the relationships are harmonious.
  • If a possible partner insists on an exclusive relationship, another alternative is to split territories and supplement your agreements with most favored nation clauses.
  • Going back to the original question, provided that the terms offered by the marketing partner/partners are favorable, you won’t really know how they will perform until you establish a relationship and monitor it over time. Exit clauses and conditions will be an important part of any marketing agreement.

What Efficiency Metrics are Most Important? Six Suggestions

Situation: An early stage manufacturing company has established repeatable operations that produce the desired quality. The CEO now wants to focus on efficiency. Early research suggests a number of areas on which they could focus. Based on your experience, what efficiency metrics are most important in manufacturing?

Advice from the CEOs:

  • Much depends upon what is being manufactured, and both the complexity and labor intensity of the manufacturing process. Start with the basics: looks for a relevant quality metric, and a time / delivery metric. Test these for relevance to your operations and adjust or change them as necessary over time.
  • Start with simple metrics and make them more complex over time.
  • On an ongoing basis, monitor your processes for continuous improvement. If an employee comes up with an improvement that increases efficiency and saves money, recognize and reward that employee.
  • Be selective. Limit your focus to 2-3 metrics per quarter. Make first period performance the baseline for the next period.
  • Areas in which to focus:
    • Cycle times.
    • Statistical process control to monitor:
      • Yield
      • Throughput
      • Fall-out
    • On time delivery to production schedule.
    • Quality check at end of production – yield rates versus pre-set targets.
    • Use Google to see what others are using. Google “Manufacturing Performance Indicators”.
  • As you develop your efficiency metrics, include your most effective metrics in performance measurement for bonus awards.

How Do You Counteract the Dog Days of August? Three Ideas

Situation: A CEO knows that his employees have been working hard and have been productive all year. Now that we’re coming to the end of the summer, he’s concerned that in the past he has seen an energy drop every August. What can be done to increase the voltage? How do you counteract the Dog Days of August?

Advice from the CEOs:

  • Anoint a “Champion of Fun.”
    • The Champion of Fun should be an employee – not management.
    • This may be a team of two people who focus on different things – one for small, day to day activities, and one for big events, like a Habitat for Humanity day.
    • Provide a budget for the Champion. Allow discretion to create excitement around the office or workplace. This includes posters announcing events and other ways to make the most out of each event or activity planned.
    • If out of office activities are anticipated, encourage employees to involve family members if they wish. Maybe a picnic and softball game at a local park, or an early evening of go-kart racing.
  • Create a sense that your employees have some control over their environment. This adds energy.
    • Circulate an Office Depot catalogue and give each employee a budget that they can spend to dress up their space.
    • It’s amazing how much a small investment like this can rejuvenate people and the overall atmosphere.
  • Bring in lunch as a surprise a couple of times during the month. Take some extra time and let people enjoy each other’s company. This is for deepening personal connections, not for lunchtime business discussions.

How Do You Merge Two Firms Under One Umbrella? Five Points

Situation: A company has been approached by a customer with a proposal that the two companies combine. The customer believes that the combined companies will represent a greater market presence than either presents alone. This may make it easier for the combined entity to gain business from larger customers. How do you merge two firms under one umbrella?

Advice from the CEOs:

  • For a company to merge with a customer is a tricky process, assuming that the company has more than one customer. The merger places the company in competition with its other customers who may respond by seeking alternate providers. If this happens it will create a short term hit to revenue. This possibility has to be modeled into merger financial forecasts.
  • Different companies have different cultures. This fact is often ignored in merger discussions because culture is difficult to quantify or measure objectively. However if you ask those who have been through mergers, culture conflict between merging entities is most often the reason for their failure.
  • It may make more sense for the company to focus on ongoing sales to the customer than to entertain a combination that would result in the current owners losing control. In declining the proposal, it is important to emphasize your interest in maintaining a healthy ongoing relationship with the customer.
  • If the customer offers terms that are appealing, an alternative to a merger is a limited scope joint venture as a trial project to test the viability of collaboration.
  • Establish with your co-owners a price at which you are willing to give up control. This will help you to refuse offers that are below this price.

How Do You Handle a Side Project? Two Considerations

Situation: An early principal of a company has done a lot of work on a product that no longer fits the company’s business strategy and focus. The CEO wants to reward this individual for past work. An arrangement could include equity plus a big chunk of whatever this individual can make marketing the product that he created. What is the best way to handle this side project?

Advice from the CEOs:

  • There may be benefits to working with this individual as proposed. Letting the individual play in his own sub-market gives you an additional customer and may lead to interesting but yet unknown opportunities. Take care that this does not impact critical timelines for the company’s principal strategy.
  • A set of guidelines for this arrangement may include:

o    No grant of additional stock in the company – the opportunity to pursue the project should be sufficient incentive.

o    Keep this side project as company property.

o    Give the individual a sizable chunk of any revenue that he can gain from the product.

o    Task the individual to manage and solve technical challenges so that this does not impact company priorities.

o    Retain control of timelines and quality sign-off so that this project does not conflict with your higher priorities.

o    Give the individual sufficient support so that he is more likely to succeed.

  • Are there concerns regarding brand risk?

o    Draft an agreement to allow this project to operate cleanly and treat the principal an early small customer. Define the requirements of the project, release timelines, and branding options so that they do not interfere with the company’s larger goals.

How Do You Negotiate Milestone Contracts? Three Suggestions

Situation:  A company’s contracts are based on milestones versus time and materials. This is common for their industry.  However, end products are poorly defined at project outset and product requirements frequently evolve and change, making milestones squishy. How do you negotiate milestone contracts and payment schedules?

Advice from the CEOs:

  • In addition to payment schedule, there are four elements to a project negotiation – specifications, schedule, project flow, and budget. Tell the client that to hit their budget target, they need to give you control of any two of the other three factors. This means that if they want to specify budget and schedule, then they have to yield you control of the specs and project flow. Any change to these means that they have to be willing to change budget and/or delivery date. Finally, to keep the project going on a timely basis, they must make milestone payments on time and on schedule.
  • Try to transform the project, as much as possible, to time and materials. Here’s your talk line:
    • To give you 100 hours of effort on a fixed bid basis, we have to budget 110. Time and materials, in the long run is less expensive because you only pay for what we need to deliver your product.
    • Your credibility to deliver on a time and materials basis will be based on past performance and the relationships that you have developed with your clients.
  • Milestone contracts are especially difficult in low margin industries because of project variability. One solution is to bid 130 hours cost for 100 hours work. The challenge is that this looks uncompetitive, especially compared with offshore resources. Therefore, an option is to develop offshore capability so that you can deliver your projects using a variety of resources with variable costs. Price everything based on domestic prices, but use offshore resources to improve your margins and your ability to cover project overruns without killing your profits.

How Do You Shift from Craft to Lean? Four Steps

Situation: A company has an engineering structure which emphasizes function over cost. As a result, there is little collaboration between design and manufacturing, and little design for manufacturability or cost control. This contributes to a last-minute mindset and expensive solutions. How do you shift design engineering and manufacturing from a craft to a lean mindset?

Advice from the CEOs:

  • Changing how people think and act may also mean changing people. Are you prepared for this? If not, then it may be difficult to achieve the change that you desire.
  • Let’s use a mindset change in another area – sales compensation – as an example. In this case, the sales team had previously focused primarily on revenue, with no incentive to drive margin. This impact was continuously eroding margins, though the company realized revenue goals. The mindset was changed by introducing a new system with dual incentives: to retain their position, a sales person had to hit at least 85% of their revenue target, however commission was based completely on the gross margin from their sales, with a bump in commissions when they hit 100% of their revenue target. This system drove both revenue and margin targets and was very successful; however, the company lost a few sales reps who couldn’t make the adjustment.
  • Transferring this lesson to the engineering situation, design an incentive structure that drives both function and low cost manufacturability to achieve both targets simultaneously.
    • Task your VPs of Operations and Manufacturing – and the key managers of your design and manufacturing teams – to create a dual incentive system that meets both function and manufacturability objectives. Measurements may include:
      • Actual vs. initial estimated manufacturing costs.
      • Margin on final product.
    • Once the parameters are developed, clearly communicate these to all affected employees up front to set clear expectations for the future.
    • Incentivize your VPs and key managers jointly on collaborative efforts and their ability to develop joint solutions.
  • Another solution which will speed the process – put design and manufacturing engineering in the same work space instead of separating them. This encourages the teams to work together.

What Questions Do You Ask to Build an Exit Strategy? Five Topics

Interview with Norman Boone, CEO, Mosaic Financial Partners

Situation: Many entrepreneurs who started companies in financial services and other industries are now 55+. They may be ready to move on, but not necessarily ready to move out. What questions should they be asking as they plan their exit strategies?

Advice from Norman Boone:

  • The most critical question is what you want to do with the rest of your life. Most people don’t give this enough thought. It all starts with what is most important to you.
    • Start with a self-inventory assessment – what are your resources, options, and what do you want to do or accomplish?
    • Discuss with your significant other or partner what will work for both of you.
    • Answering these questions helps to lay out the alternatives. Now, thinking about your company, what is important to you? Is it legacy, the future of your employees and business partners, the future of your clients?  Does your business continue, or to you see a sunset?
  • If your business will continue, do you see an internal succession, or sale or merger of the company? If internal succession, here are the issues.
    • Who will be the new leadership? Do you have good candidates on staff, or do you need to hire someone who will take over?
    • Be careful not to expect your successor to be a mini-you. They need to be able to bring their own talents and perspectives to the leadership role, not try to duplicate you.
    • Do you need to beef up the training of current staff to increase their managerial capacities?
    • Is an employee buy-out an option? There is a variety of choices to investigate.
    • What will be your role during and after the transition? Will you accept that new leadership may take the company in new directions?
    • To be most effective, this needs to be a 5 or 10 year process. Ideally you will have two to four successor candidates to evaluate.
  • Do you sell to the highest bidder? Many of the questions here are like those above.
    • Will you sell to the highest bidder, or to the bidder who seems the best fit for your stakeholders and clients?
    • How much voice, if any, will you offer your employees and / or clients in the selection process?
    • What due diligence will you do on potential buyers?
  • Do you merge with a similar company?
    • If you can find a compatible merger partner the combination may be the best of two worlds.
    • What is the culture? If different, what will be the impact?
    • A merger of like companies may assume that the other party has a commitment to ongoing operation: but this is not guaranteed.
    • What will your role be, and what is the transition plan? How will you involve your key people in the transition?
  • The other option is to sunset the company. Here you must have enough in savings so that you can forgo future income from the business.
    • What about the other stakeholders and clients who’ve invested their careers and business in you?
    • Try to time your exit with the expiration of leases and other obligations to minimize exit cost.
    • How will you assist the transition of stakeholders and clients to new opportunities and providers?

You can contact Norm Boone at norm@mosaicfp.com

Key Words: Entrepreneur, Retire, Exit, Self-assessment, Options, Alternatives, Succession, Buy-out, Sale, Merger, Sunset, Staff, Stakeholder, Client, Plan, Control, Culture

How Do You Focus on Positive Responses to Stress? Ten Techniques

Interview with Janis Pullen, Transformational Coach

Situation: When we encounter stress, like financial, economic or business stress, we may respond positively and proactively or negatively. Negative responses include drinking, smoking and comfort eating which can damage our health. How do you focus on positive responses to stress?

Advice from Janis Pullen:

  • It is important to understand that there are two aspects to stress management – the ontological or being side and the facilitative or doing side. These are different but related.
  • When people experience stress they seek comfort in activities that they associate with relaxation. This includes alcohol, tobacco and eating. These reactions are automatic, habitual and predictable and can lead to unhealthy consequences.
  • Ontological techniques to counter habitual, automatic reactions and to positively respond to stressors include:
    • Recreate our relationship to time. In the US we are deadline oriented and multitask. These increase stress.
    • Arrive at meetings 5 minutes early so that we give ourselves time to get settled instead of entering the meeting in a rush.
    • Plan time for nothing – even a 5-minute break with no pressure to “do” anything increases ease and relaxation.
    • Become more aware of our needs and what we have to do to meet them. Often we are not in tune with our needs and operate on top of them. The positive alternative is to slow down, notice more of what is within and around us, and have the courage to fulfill our real, deeper needs.
    • Take responsibility. When we blame external causes for situations, we give up power and control. The alternative is to be “at cause” rather than “at effect” to produce constructive results.
    • Realize you are not alone.  Employ assistance/guidance/mentorship to lighten your load.
  • On the facilitative side, these practices can alleviate or reduce stress:
    • Simply take a few deep breaths when we become aware of stress. This increases blood oxygen, helps us to relax and cools our reaction.
    • Exercise – even a short walk – does wonders for changing moods from negative to positive. Under stress, the body releases cortisol and adrenalin – the fight or flight hormones. Exercise increases endorphins, which help us to relax and reduces cortisol and adrenalin levels.
    • Consciously eat whole versus processed foods and drink more water to help our bodies to function more efficiently and to respond more effectively to stress. Berries and nuts are much healthier snacks than sugar or other simple carbohydrates.
    • Sufficient sleep is critical to effective physical and mental function. Alcohol impairs sleep by reducing deep sleep cycles so we do not wake up refreshed.
  • The effective solution to stress is to focus on our real needs and to replace destructive behavior patterns with constructive alternatives.

You can contact Janis Pullen at Janis@CoachJanisPullen.com

Key Words: Stress, Response, Positive, Proactive, Negative, Alcohol, Tobacco, Eating, Food, Ontological, Facilitative, Comfort, Habit, Healthy, Unhealthy, Real Needs, Time Management, Deadline, Act, Control, Responsibility, Blame, Breath, Cortisol, Adrenalin, Endorphins, Whole Foods, Sugar, Carbohydrates, Focus