How Do You Prepare for Sale of the Company? Six Points

Situation: A company’s founder and CEO wants to sell the company. The company’s software is well-suited to current governmental priorities and should be of value to potential buyers. What are the best steps to take both to prepare for a sale and to sell at the highest price? How do you prepare for sale of the company?

Advice from the CEOs:

  • Add a person with connections to potential buyers to the board.
  • Look for an M&A specialist who knows the company’s market.
    • The right specialist will help validate the valuation of the company, review and identify potential purchasers, and make the inquiries that will lead to the sale of the company.
  • Investigate M&A cases in the industry and related technologies – both cases of firms like the company and cases of companies that may be suitors to determine their purchasing behavior.
    • This will help develop strategies to maximize the value of the company and the optimal bargaining position and will help prepare for negotiations.
  • Maximize the value of the company in preparation for the sale.
    • The fastest business growth may come from within the company’s current customer base – additional business customers where the company already has contacts.
    • Work up the food chain within existing customers to increase the company’s business within these companies.
  • Important preparations for a sale:
    • Assure that financial records are very clean. These are critical during the price-setting process and in negotiating the final price.
    • In computing company valuation, exclude the salaries of current principals to improve the income statement. These individuals will be replaced post-sale with lower-paid employees.
    • Continue to operate the company as though there will never be a sale. This maintains the value of the company regardless of what happens.
  • How open should be the company be – internally and externally – concerning a potential sale of the company.
    • Be as honest and open as is prudent. The biggest concern will be salespeople who may leave the company if they feel threatened by a sale, or who may stop selling because they do not want to try to explain the situation to prospects.
    • The other “at risk” group is developers, who may fear that they will be replaced or terminated following a sale and who may leave.

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How Do You Find the Right Funding Source? Six Solutions

Situation: A company is short of cash and needs a source to fund their cash flow needs. Their needs are mapped out for the next four years and they can fund current operations for a few months. However, their bank will not extend their credit line. How do you find the right funding source?

Advice from the CEOs:

  • Try another bank. Ask friends and contacts about their banks and see if they’ll refer the company to their bank.
  • Explore renegotiating the company’s lease to ease the cash flow needs.
  • Explore renegotiating payment terms with suppliers. See what can be worked out. The bottom line – if the company goes Chapter 7 or 11, they get nothing.
  • Consider going to a larger company and working out an arrangement.
    • Ask that they allow the partners to operate as an “independent” entity retaining their titles.
    • In exchange for funding the company’s cash needs, the larger company shares in the profits.
    • Seek a temporary arrangement to allow the company can get back on its feet financially.
    • Use the friends and reputation that the company has developed over the years. The company is a good outfit and respected. Others may help if asked.
  • A similar tactic is to approach a larger company to negotiate an arrangement that will allow the company to survive. Start with a business plan.
    • Highlight the company’s reputation and the quality of its products. Use references from highly satisfied customers.
    • Highlight the company’s key strength – developing the critical path and plan for a successful project.
    • The thrust of the presentation: the partner gets a quality team and shares in the profits from projects completed. The partner provides the cash to fund the projects. Compare the risk and return on these funds compared with other investment options available to highlight the value of the proposal.
  • Other CEOs shared similar situations that have worked for them.
    • The financial realities were kept secret from staff, customers, and competitors.
    • All unnecessary expenses were cut.
    • The focus was on making money today.
    • Supplier payments were delayed as necessary to manage cash flow.
    • The process was managed creatively, sometimes with the assistance of friends, and the companies were able to prevail.
  • There is no shame in facing and dealing with this problem. Determination will pay off.

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What are the Pros & Cons of In-House Software Development? Three Points

Situation: A company used internal resources for a small in-house project – developing web-based time sheets. They had obtained bids for external development but found that internal resources could do the same time for about half of what external development would cost. The trade-off was slow delivery. What are the pros & cons of in-house software development?

Advice from the CEOs:

  • Why was delivery slow?
    • When faced with a choice in priority between the internal development task vs. responding to the needs of external customers, internal delivery was pushed back in time.
  • This is exactly what others have experienced when faced with the choice between internal and external software development. Look at the trade-off, not just in terms of “cost” quoted by internal developers, but also in terms of opportunity cost. The real cost is what these resources could have provided had the same time been spent to support external revenue-producing projects.
  • Just as the company did in the first place, get external bids. If the use of internal resources is an option, compare time to delivery forecasted using internal resources plus any other internal costs. Then analyze the opportunity cost of not dedicating these resources to revenue-producing activity. The sum of these costs should then be compared with external bids. Adding opportunity cost to the analysis can make a big difference.
  • Once the company has this information, make a business decision as to the best choice. Keep in mind that unless the priorities of the internal group doing the development work are changed, they may not respond to the needs of the internal project on a timely basis. It will be the CEO’s call as to whether the developers prioritize their time to support external projects or the internal project.

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How Do You Position the Company for Growth? Four Key Points

Situation: A company is completing the design of a new line of equipment which is expected to drive future growth. An important distributor for a company’s principal product – a consumable – also distributes equipment. The CEO is concerned that this distributor may perceive his new line of equipment as competing with their existing line. How should the CEO handle this? How do you position the company for growth?

Advice from the CEOs:

  • Meet with the CEO of the distributor and ask two questions:
    • Can they sell the company’s new line of equipment, as well?
    • Do they have any other source for the company’s consumable product?
    • If the distributor must rely on the company for the consumable, whether they decide to distribute the new equipment line or not, there should not be any risk.
  • The company has a wonderful opportunity to start doing business in a new way.
    • The company has a proprietary consumable and chemistry/formulation knowledge that will be difficult for others to copy.
    • The company now has knowledge of how to design equipment that utilizes the consumable.
    • Proprietary trade secrets may be more valuable than patents, presuming that the company can keep a lid on these secrets. Coca Cola and 3M have never sought patents on their key products. In a well-managed environment, trade secrets have a much longer life than patents.
  • Think about the sales mix in a new way, one that would address concerns about the annuity vs. capital equipment mix as well as improve overall profitability.
    • Focus on turn-key solutions. Use Hewlett Packard as a model. HP makes the most money selling paper and ink cartridges – annuity products; not from selling printers which sell less frequently than the cartridges. A busy office will spend far more on ink cartridges and paper per year than they spend on printers – and at a better margin for HP.
  • Combine the two prior points to leverage the new model.
    • Lease or provide the equipment at just above cost, in exchange for a contract commitment to purchase the consumable for a defined period.
    • Triple the cost of the consumable over time!
    • This should provide a more profitable and sustainable model. Adjust the cost of the ink upwards so that it pays. On a per-piece basis, the consumable at 3x or 4x current cost will still be a miniscule part of overall product cost. Further, the buyer won’t have to amortize the cost of the equipment over their production, making this an attractive option.
    • Concentrate on equipment design and outsource the manufacturing on a modular basis while keeping control of the one or two most critical components.

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How Do You Manage Company and Board Dynamics? Four Points

Situation: A company started as a collaboration of friends. Upon incorporation the leader became the CEO, and some of the original team became members of the Board. The CEO struggles with the responsibilities of being CEO while wishing to maintain the friendships that drive the company. How do you manage company and board dynamics?

Advice from the CEOs:

  • While the company was formed as a collaboration of friends, once it incorporated the nature of the relationships necessarily changed. While away from work the CEO may remain friends and close to the others; however, within the company there must be one CEO who is responsible to the shareholders for operating the company according to that individual’s vision. If the CEO and company are successful, all will be rewarded.
    • Shareholders are not partners – a partnership entity is inherently different from a corporate entity based on share ownership.
  • Within a corporate structure, majority control is critical.
    • While one should never trample on the rights of other shareholders, having 51% is better than having 47% ownership. Majority ownership makes it unnecessary to assemble a majority to drive the company in the direction that the CEO seeks.
    • That said, it is important to encourage the ideas and creativity of minority shareholders who are also employees. There is an art to recognizing and incorporating the ideas of others while the CEO, in the end, maintains final say.
  • The CEO’s job – and preferably within a small company as both Chairman and CEO – is to develop the CEO’s vision of the company and drive this through the organization.
  • Having a key employee report to the Board rather than to the CEO is likely a mistake. Employees do not do well long-term reporting to a committee.

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How Do You Rapidly Ramp Sales? Three Tactics

Situation: A company’s key marketing partner has excelled at analyzing key potential customers, the right decision makers within those customers, and completing sales to them at a premium price. The CEO wants advice on what more they can do with this partner to leverage and boost sales. How do you rapidly ramp sales?

Advice from the CEOs:

  • The company’s current strategy is to start a customer on the company’s product to add additional functionality. Once the customer learns to use the product, they work to extend the customer to other products from the company.
  • It is difficult to win with a “push” sales strategy. The situation described is like that of Linux competing with Microsoft. Everyone knows how to use MSFT, and for most of what they do MSFT is good enough. It takes a particular level of pain or need to justify the pain of transitioning to something different.
    • The only alternative is to show a significant pay-back for the pain that the customer must endure in order to convert, large scale, to another solution.
  • The company’s target customer will be the key manager who will shut down the line because they don’t have the company’s solution. This forces the purchase decision above the manager’s boss to the executive suite. The company’s solution then becomes the alternative that saves the day.
    • Seek a forum or trade show that will put the company’s solution in front of these key managers. Through this venue, create buzz that will make the company’s the booth to visit.
    • It is critical to have a compelling story for potential users when they respond to this gambit and visit the company’s booth.
  • The solution to this dilemma is the same as the solution to the company’s overall strategy.
    • The company’s offering, at this point, is just another alternative available to the customer. While the company has a compelling product, it is not world changing and the company lacks the market presence to make its solutions first to adoption.
    • The solution is to focus. Stop what the company is currently doing and take the time to develop a technology strategy.
    • Once this strategy has been defined, focus efforts on developing the killer application that becomes the reason that people must come to the company to satisfy their need.
    • Once this killer application has been developed, positioning and gaining traction with the customer will become easier.

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How do You Develop and Retain Talent in a Competitive Market? Six Points

Situation: A company must acquire new engineering talent to sustain its growth. However, there are few local engineers who are experienced in company’s key technologies, and the cost of living in the company’s location makes it difficult to bring in new talent. The CEO is considering developing a remote office where there are experienced engineers that they could attract to the company. How do you develop and retain talent in a competitive market?

Advice from the CEOs:

  • There are a number of issues to consider: location, management of the culture, leadership and potential unintended consequences that must be mitigated.
  • The COVID pandemic has forced companies to adapt to remote employees. Has this been considered as an option?
    • High definition, large screen systems can be set up for $2-3,000 per site.
    • Web cams, projectors, etc. can be set up for several hundreds of dollars per site.
    • Add to this design and analysis tools, with technology for prototyping.
  • Consider where within the organization the remote people will fit?
    • How will the organizational structure impact the integration of design engineering and manufacturing engineering?
    • What policies and procedures are needed to assure that there is no clash?
  • How will leadership be implemented for the remote group?
    • One CEO feels that there must be a sponsor from the home office to assure smooth and consistent transfer of company culture to the remote operation. This may take 1-2 years to achieve.
    • Another CEO hired a qualified individual locally for their remote operation. The important point was that this company has a very tight process and found that they could package this process sufficiently so that the new individual could pick it up quickly.
  • Look at developing a remote office as essentially the same challenge as a mini-acquisition. Like an acquisition, the key resource being gained is new talent. Think through the integration process and trade-offs as though it were a new acquisition.
  • Developing a remote location can be a good solution for advancing the company’s ability to outsource. It will teach the company:
    • How to design using a combination of internal and remote resources,
    • What infrastructure is needed in terms of policies and protocols around designs, and
    • What works from a communications standpoint to assure knowledge transfer between sites.

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How Do You Grow Business in China? Four Perspectives

Situation: A company has established a foothold in China. Their objective is to grow that business. The CEO is curious about the lessons that others have learned while doing business in China. How do you grow business in China?

Advice from the CEOs:

  • There continues to be ambivalence about the legal challenges of doing business in China. Primary concerns include both protection of IP and corporate / securities law. Become the firm that lifts the fog and charge a premium for this talent. Play off of corporate fear factors about doing business in China.
  • Networks in China look much different from networks in the US.
    • In China there is the government, and then there is the Communist Party which really runs things.
    • Particularly on a regional basis, the Chinese Communist Party has both formal, informal, and “nonaffiliated” branches and activities. All of these may be controlled by local or regional officials with little or no oversight by Beijing. Much depends upon shifts in the political climate.
    • Contacts within Chinese companies and law firms will be critical to understanding how to negotiate these networks on behalf of the company’s Chinese and American clients.
  • China has been big in the press for several years but may not be center of focus of all large firms yet. They may be waiting for additional clarity before making a significant investment China. Be a pioneer who points the way for corporations that feel that they have to be part of the China game.
    • As you develop expertise in China, this may generate opportunities to become the service bridge for other firms who find it more efficient to rely on others’ specialized expertise rather than build their own expertise in China.
  • Use the Blue Ocean Strategy techniques that are used by large corporations to create differential advantages for the company’s China presence.

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How Do You Manage Growth in a Difficult Economy? Seven Suggestions

Situation: A CEO’s company has struggled due to difficult business conditions during the last year. Top among the challenges has been poor execution in hiring quality people, not because they weren’t available, but due to uncertainty. He is also concerned about infrastructure issues, particularly in IT. How do you manage growth in a difficult economy?

Advice from the CEOs:

  • Focusing on IT, a key element for success in IT is having a clear definition of company needs. How does IT serve the company? What are the goals and objectives of the IT system? What kind of load must it be able to handle? What aspects of the system are most critical to company success?
  • Finding quality talent with the necessary experience is a challenge; particularly if solid goals and objectives haven’t been developed.
  • One CEO shared success managing IT. The company hired two IT professionals and had them report to an internal committee. This committee then communicated effectively with management.
  • Another CEO observed that some IT people look at their job as a process rather than a function; they just show up and fix things. Management of IT was improved by establishing clear objectives and holding the IT staff accountable for their performance against these objectives.
  • Another CEO told the story of terminating their IT person due to lack of consistency. IT must operate under management oversight, with clearly defined goals and objectives, and accountability.
  • Outsourcing some IT functions can help if used with care. On-site staff can focus on system maintenance and fight the inevitable fires.
  • IT costs should be thoroughly reviewed. They can be expensive. Look at IT costs as a percent of sales and compare expenditures with others in the industry sector.
  • Take a similar approach with other functions needing attention.

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How Do You Execute the Product and Market Timing Plan? Five Points

Situation: A company’s CEO is operating in a complex marketplace. Product pricing and consumer acceptance are issues. Consumer education about the product is an important part of the market plan. It may take a couple of years for the market to develop. How do you execute the product and market timing plan?

Advice from the CEOs:

  • Important issues are survival while the market develops and maintaining a unique technology advantage.
  • As a small player in a busy and rapidly evolving market, a critical element of the strategy will be to rapidly gain the attention of the people that Seth Godin has named the “sneezers” – those who have significant influence on their consumer and business peers and who can quickly help to create the momentum that will drive the company’s market position.
    • Examples: give the product to the key influencers at target companies.
    • Make it easy or free for the key influencers within your partner organizations to experience, love and spread the word about the product. Allow them to give a few free copies to friends.
  • To avoid becoming roadkill, fly under the radar.
    • Look for opportunities as they occur in this evolving market. They may come from many players.
    • Have a solid strategy in place to execute once an opportunity arises: What do you want to achieve? What is the timeline? How will you measure achievement?
    • Have multiple back-ups to the key partners that the company is currently courting.
  • Instead of looking for VC funding to fund the next round, why not secure the additional funding from the company’s original backer?
    • To earn this the company will have to demonstrate: interesting partnerships, traction in the marketplace, and assurance that an existing major player won’t squash the company.
  • A perceived barrier is that the product is not quite ready to deliver the experience that customers will expect.
    • What is “not quite ready”? Most successful products are not 100% ready on introduction. Look at Microsoft’s strategy. From their earliest products to the present, new versions are launched when they are 80-90% complete. They then respond quickly with updates based on customer feedback. Many other companies have done the same.
    • Historically, first to market has beaten later, more complete entrants.

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