Tag Archives: Payment

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.

What Impact Will Rising Interest Rates Have on Business?

Situation: A CEO notes that the national debt has nearly doubled over the last 8 years and the Fed is talking about raising interest rates. It’s not clear what impact the debt, or rising interest rates will have. Has this impacted your business and how are you coping? What impact will rising interest rates have on business?

Advice from the CEOs:

  • Impact on business and customers.
    • The prospect of either rising interest rates or taxes increases uncertainty – customers are taking longer to make purchase, expansion and other decisions.
    • Companies are not spending the cash that they have out of concern over possible future expenses or the possibility of a downturn. Large companies have trillions of dollars of cash on hand. Some of this is held off-shore because of the tax consequences of repatriating the funds.
    • Lack of consumer demand holds back investment in production expansion.
    • Feeling of loss of control.
    • More concentration of wealth in fewer hands.
  • Other impacts
    • More people, old and young, are opting out of the business economy.
  • What are you doing to cope?
    • More involved in collections to keep this under control.
    • Delayed payments from big customers are part of the problem – conservative financial management.
    • Manage liquidity and cash – cash is king!
    • Adjust lifestyle and delay purchases – for example buy smaller cars.
    • Scrutinize contract terms – especially AR.
    • Scrutinize our business model. For example look at subscription models or Great Game of Business models.
    • Utilize those who are normally unemployable but trainable for repetitive task jobs. They work hard and produce good work.

How Do You Manage Cash Flow Gaps? Nine Suggestions

Situation: A company has a significant monthly payroll, and business is growing. Accounts payable collections are 90-120 days. Their challenge is to finance the gap. They have tried, but can’t get their bank to provide financing. An SBA loan will help. How do you manage cash flow gaps?

Advice from the CEOs:

  • Look for private non-bank financing.
    • Your AR is safe, low risk, and from reputable companies.
    • Non-bank financing offers better rates than banks, with access to cash from the lender on reasonable notice.
  • Investigate Lendingclub.com. They offer business loans up to $300K at 5.9%. Lendingclub.com operates by spreading the risk over thousands of investors.
  • Talk to lots of banks – not just those with whom who’ve worked in the past. Given your cash flow needs and good credit history, if you offer to shift all of your business to another bank you may get a more positive response. Once you have talked to other banks, let your current bank know your plans. They may become more responsive.
  • Change your service policy so that you give your best service to customers who pay you fastest. Once the purchasers at companies with whom you work learn about this, they will pressure their AP people to speed their payments to you.
  • Put more focus more on services which pay up front.
  • Going forward switch as much business as possible to ACH payments.
  • Offer customers early pay discounts – 1% net 10 or ½ of the Lendingclub.com rate to your biggest clients.
  • Befriend lower level employees in client companies. Particularly those with whom you have regular business contact.
    • They can tell you how to get to the top of the AP pile.
    • Let them teach you their company’s practices.
  • Plan finances going forward so that you can finance the gap yourself.

Category: Finance, Operations

Key Words: Payroll, Financing, Accounts, Payable, Bank, Lendingclub, Non-Bank, Service, ACH, Payment, Early, Pay, Discount

How Do You Evaluate Distribution Alternatives? Four Thoughts

Situation: A software company is evaluating its distribution network. Historically they have worked with resellers who aggregate software services into packages for larger customers. Recently they were approached by a reputable distributor seeking a master distribution agreement with favorable payment terms. Is this an option that they should pursue? How do you evaluate distribution alternatives?

Advice from the CEOs:

  • There are at least three objectives to consider: market coverage, margin to the producer, and market risk.
  • For market coverage, evaluate the alternatives in terms of their ability and commitment not only to serve your current market but to expand into adjacent markets.
  • Regarding price and margin, there are two alternatives:
    • Decide what price you want, and don’t worry about the reseller or distributor’s final price to the customer, or
    • Establish a floor price for your product and ask for a percentage commission on sales.
    • Run models on each and decide which will provide the best return on sales.
  • Market risk is more complex. These are different approaches to the market.
    • In evaluating the reseller option, insist on terms in reseller agreements that the reseller disclose the terms of their sales.
    • Sharing of customer databases is another factor. Siemens, for example, considers their customer database as IP and only releases portions of their customer database selectively to resellers.
    • A master distribution agreement has different risks. It puts all of your eggs in one basket. If the distributor adjusts focus away from your software during the term of the agreement your sales and revenue will suffer.
  • Are there conditions where a master distribution agreement may make sense?
    • If the distributor is willing to sign a multi-year agreement with sales guarantees at favorable pricing this mitigates the risk.
    • The central issue is risk and guarantees. If you see the option as a low risk – high return proposition, it may be worth considering.

How Do You Respond to Delivery Delay Requests? Four Points

Situation: A company negotiated a contract with a customer giving them a significant price break in exchange for a large committed order with extended delivery. The customer has now come back and requests additional time for delivery and payment on the order. The company has already procured extra material to produce the large order. How do you respond to requests for delivery delays?

Advice from the CEOs:

  • Response will depend on the company’s history with customer. In the case of a long term customer who pays bills it is best to work with them. Explore solutions to meet them half-way.
    • Ask for a new commitment to take delivery by a date certain. Request consideration in return. For example, request partial payment up-front to help cover the cost of managing the delivery delay.
    • Keep the conversation going. Don’t get to point where you alienate a good customer.
  • If the customer is newer with less history but good potential for future growth, also respond flexibly but ask for additional consideration in good faith to cover your additional costs. As in the case above, request partial upfront payment to cover carrying costs – maybe a larger payment than for an established customer.
  • If the customer has been difficult in the past, or has been late with payments then the situation is different. There is no assurance that the customer isn’t just gaming the situation. Because the company has already committed resources to deliver the large order, demand an adjustment on price and terms in exchange for the delivery delay.
  • Whatever the history and situation, it is important to emphasize that you want to work with the customer.

How Do You Optimize Your Supply Chain? Six Suggestions

Situation: A company wants to improve the efficiency of its supply chain. The company produces a custom product, for which there are few qualified materials suppliers. From the CEO’s standpoint, this presents challenges, particularly when there are delays in materials and parts supply. How do you optimize your supply chain?

Advice from the CEOs:

  • In supplier negotiations, know your BATNA – Best Alternative To No Agreement. Put this in dollars and cents so that you know your negotiating limits.
  • A recessionary or slow growth environment is the perfect time to negotiate! This gives you the opportunity to work with an outstanding order on terms that either your supplier or customer needs. For example, if you are experiencing delays in shipments from your supplier, offer a purchase commitment of “x” terms for “y” years at “z” price in exchange for higher priority on their production schedule. You can work the same way with your customers.
  • If you supply a custom product, especially on a sole-source basis, tie yourself to the hip of the engineering organizations of both your supplier and your customer. This gives you leverage when either the purchasing department or a contract manufacturer intermediary tries to push you on price and terms.
  • Be a squeaky wheel on shipments or payments due – but not in an irritating way with too much pressure.
  • Europe Union RoHS and REACH regulations make it imperative that manufacturers and service companies be aware of hazardous substances in products that they design and manufacture. The list of hazardous substances being monitored and/or restricted is expected to grow to 3,000 in coming years.
  • Contracts serve two purposes: a legal tool, and a way to drive behavior. They are an opportunity to assure that both parties are on the same page and under the best circumstances serve as process documents.

Special thanks to Bijan Dastmalchi of Symphony Consulting for his contribution to this discussion.

How Do You Deal With a Deadbeat Customer? Four Thoughts

Situation: A company faces a difficult situation. One of their customers placed a substantial order for custom product a year ago. They have taken delivery of some product but the bulk of the order is still in the company’s warehouse. The company negotiated a cancellation fee with the customer, but they haven’t paid. What is the best option for the company? How do you deal with a deadbeat customer?

Advice from the CEOs:

  • Because the customer is unresponsive, be ready to take legal action. Get an attorney. The initial process to prepare for a suit may cost $5,000-7,000. Therefore be prepared to sue for damages plus legal fees, with the threat that liens will be put on the customer’s business during the settlement process.
  • Once everything is ready for a suit, talk to the customer – the message is either they pay in full what they owe or you’re ready to file a suit which will cost them much more.
  • The Uniform Commercial Code may cover you for custom product. Check this out. This is important so that the company won’t be exposed to a countersuit for filing a frivolous suit.
  • A route which may be less expensive is to hire a lawyer on a contingency basis. Contingency lawyers may want up to 40% of the settlement or judgement to take a case, and the value of the case has to be large enough to attract their attention.

 

How Much Should You Pay a Salesperson? Five Guidelines

Situation: A company hired an experienced individual to sell for them as a consultant. The individual initially asked to be paid on an hourly basis. Results have come with surprising speed. Now the consultant is asking for a commission on sales. How much should you pay a salesperson?

Advice from the CEOs:

  • Tailor the commission structure to company objectives. For example, if the objective is to reward new business development, and to retain the individual, try something like:
    • Offer 10% commission on Year 1 sales.
    • If both the customer and the consultant are still with the company in Year 3, the consultant gets a 5% bonus on Year 2 and 3 sales.
    • Repeat this for successive years.
  • If the interest is a long-term relationship, determine the nature of the sales services where the consultant excels.
    • What is the individual’s focus?
      • Hunter/Gatherer
      • Contact manager
      • Relationship manager
    • Have a highly qualified sales expert do a telephone interview of the consultant and offer their assessment of the individual’s talents.
  • One successful sales model includes one measure to retain the job, and another to calculate commissions:
    • Set a dollar quota for sales performance – if the individual does not hit at least 85% of quota, they lose their job.
    • However, calculate commissions based on the gross profit that their sales generate.
    • This properly balances the focus between revenue and gross profit generation. To succeed, the individual must pay attention to both measures.
  • If the individual wants a substantial commission, then don’t pay a substantial base. Instead pay a draw against commissions to allow them to support themselves between sales.
  • Pay on receipt of payment, not on receipt of orders.

How Do You Create a Win-Win Situation? Five Suggestions

Situation: A company collaborates with a large client to provide services to their mutual market. The company wants to offer similar services to secondary markets not currently of interest to the client. The challenge is that the client is very conservative; their current priorities are forcing long delays responding to the company’s requests, and the primary contacts within the client will not take any risks arguing the company’s case to their upper management. How can the company approach this situation to create a win-win situation with this client?

Advice from the CEOs:

  • Since the services provided combine the capabilities of the two companies, it is necessary to develop a strong case to show how the proposed extension of services will benefit the client. Without their agreement the service offering is compromised.
  • One option is to offer a no-risk revenue share or royalty arrangement to the client in exchange for their agreement to allow you to build the secondary markets.
  • A second option is to offer to sell a minority share of your company to the client in exchange for your ability to develop the secondary markets. The deal could include an option to make a larger investment in your company if your strategy plays out profitably.
  • A third option is to raise money and purchase rights to the client’s capabilities outright. It is worth exploring whether the client would be open to this.
  • Find an informal setting to ask the client’s CEO for advice on how you should proceed. Have your ducks in line to offer options if the CEO responds positively.

How Do You Recruit Outside Board Members? Seven Suggestions

Situation: A company wants to recruit outside members to its Board of Directors. Currently, all Board members are founders except for a single early investor. How do you recruit outside Board members?

Advice from the CEOs:

  • Board Member selection is a strategic matter. You want to have people on your Board who have done what you want to do strategically with the company.
  • A Board does not run the company. Board Members provide input and perspective to help the CEO make better choices while running the company.
  • Board Members have fiduciary responsibility – to the Shareholders, the government (to assure that the company is being run legally), to customers, to employees, and to vendors. Their role is to assure that the company does what it says it plans to do.
  • How affordable are Board Members?
    • Stock options are very feasible if you have little cash to pay salaries. Much will have to do with the prospective member’s buying into your vision.
    • You will need to secure Directors and Officers Insurance for Board Members – $3K+ per year per member.
    • The rationale behind payment in stock is for Board Members to have the same incentives for company success as shareholders.
  • Target remuneration of Board Members is, for a pre-IPO company $100K per year if the company is successful, but if not then $100K over 5 years. Members of the Audit Committee are generally paid about double what other Board Members receive.
  • Is there a downside of having numerous minor shareholders?
    • Not really, except perhaps nuisance. You run the company. As long as you retain majority share ownership, Board members can only advise.
  • Sitting on another Board is one of the best ways to improve your own abilities as CEO. Advising another CEO on how to run their company is a learning experience.

Special thanks for input on this topic to Bill Rusher, founder of Rusher, Loscavio and LoPresto.