Tip of the Spear Ventures

A Family Office that behaves like Venture Capital | Private Equity | Business Consulting

Sam Palazzolo, Managing Director

Mergers & Acquisitions: Slowing Down to Speed Up! Part 1

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The Point: When it comes to Mergers & Acquisitions, speeding up isn’t the answer. In fact, I typically see that if those that lead M&A would simply slow down, they actually achieve their objectives faster! So how then do Mergers & Acquisitions leaders and their teams slow down for success? In this two-part post, we’ll explore exactly how slowing down to speed up can be achieved in Mergers & Acquisitions… Enjoy!

The Effect of COVID-19 on M&A

The pandemic has certainly had its impact on the economy. From lockdown mandates to the rebooting of the economy (and sometime unfortunate re-lockdown occurrences), we’re seeing a major effect on the bottom lines of organizations we’ve determined as prospective M&A market verticals. Even with the hope of antivirus on the not too distant horizon (hopefully!), there exists a number of companies that will be pressured by creditors to divest assets to pay down debt and avoid going into business rescue (or liquidation), or to assist in funding ongoing operations due to a cash flow crunch.

With abbreviated timelines, M&A activity now additionally has certain legal and commercial challenges for both buyer and seller at play. Think asset preparation for sale issues give the shortened timeline, providing the buyer with accurate information and time to conduct thorough due diligence ultimately sets the stage for deeper valuation gap analysis.

If money is made during the initial acquisition moment, the buyer must mobilize funding for quick deployment while the seller balances the need for speed and complexity of the divesting process.

Mergers & Acquisitions Strategy

In order to speed up, we’re going to have to slow down. A strategy to help accomplish that is to view the Mergers & Acquisitions Strategy from the Seller’s perspective. With the Seller’s perspective in mind then, the following is a six (6) stage strategy a Seller could employ to make the transaction a reality:

  1. Business Valuation – What multiple (typically 3-5x) applied against what financial term (Cash flow, Seller Discretionary Earning – SDE, and/or EBITDA)? Additionally, taking into account current COVID-19 financial performance considering revenue, expenses, and liquidity are important business valuation determinants.
  2. Deal Structure – What will the proper deal structure look like? From a financing perspective, will it be made up all/parts institutional/non-institutional financing (Banks, Private Equity – PE, Family Office funding), seller financing, and/or buyer funding? Additionally, will there be a need for the seller to provide a transitional services agreement whereby they agree to stay/run the entity during the transitional period typically of 3-36 months?
  3. Business Listing/Auction – As a seller, you’d like to receive the most money for your years of service to an organization. What is the best route to get the most money then? Typically, we approach organizations not listed for sale prior to them listing their business. With these Sellers, they typically don’t know how much their business is worth. Introducing them to a valuation service can be beneficial in determining the value of their entity as well as a potential source for realistic listing of the company. In some situations, businesses are already listed for sale on sites such as BizBuySell.com. Lastly, in distressed situations a business will go to an auction sale process.
  4. Legality – There typically is involved a series of professional advisors (I wrote about surrounding yourself during the M&A process in a post that you can read by CLICKING HERE). Know that as a seller disposing of assets sometimes there is a need for disclosure of key regulatory approvals that may be required to implement the divestment. Understanding these issues enables a seller to (1) be forthright about any problems associated with the organization’s assts and (2) accelerate the due diligence timeline towards the creation of an acquisition agreement.
  5. Buyer Qualifications – Who is going to be the ideal buyer of the business? Most owners have a variety of Buyers approach for acquisition. However, not all Buyers are created equal, and therefore should not be considered as such. Typically, there is a Buyer profile that can eliminate potential Buyers and provide a strategy for who the owner ideally would like to see carry on their legacy.
  6. Leveraging Technology – If the pandemic has taught us one thing, it’s that virtual meetings can maximize your efficiency if conducted properly. Therefore, leveraging technology (virtual meetings, email with clear communications, etc.) can greatly enhance the offerings value to Buyers.

Slowing Down to Speed Up for M&A Success!

So what is your goal regarding established Acquisition Strategy (You can read Tip of the Spear Ventures Acquisition Strategy by CLICKING HERE). Our goal at TIP is to acquire one (1) business each quarter. That’s a lofty goal, and requires numerous business explorations to be conducted each month. But with such a goal, we know that speeding up isn’t the answer. In fact, we’ve found that if we simply slow down the acquisition process we achieve our objective more quickly.

Speeding up wasn’t the answer for us! With speed came a host of issues, such as increasing complexity, unnecessary energy consumption, and overlooking of key due diligence criteria. We also found that we were quick to “fall in love” only to be heartbroken because we overlooked obvious signs that the business wasn’t a good fit for our portfolio.

By slowing down, we were able to go deeper in our due diligence. As a result, we dealt more effectively with the typical increased levels of complexity, overcame easier the obstacles/challenges that presented themselves along the way, and used far less energy. Not only were we able to go deeper, but speed was attained so that we could go faster towards achieving our goals/objectives.

SUMMARY

In this post, Mergers & Acquisitions: Slowing Down to Speed Up! Part 1, we explored how slowing down to speed up can be achieved in Mergers & Acquisitions. Specifically, we reviewed the effect of COVID-19 on M&A, a six (6) stage Mergers & Acquisitions Strategy, and how slowing down to speed up can result in M&A success.

Sam Palazzolo

PS – In “Mergers & Acquisitions: Slowing Down to Speed Up! Part 2” we’ll discuss Pricing Flexibility and Fairness, The Breakup Clause or MAC, Targeted Due Diligence, and Competitive Analysis. You can read it by CLICKING HERE.

Acquisition Entrepreneurship – Selecting Professional Advisors

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If you’re a leader thinking about making a change in your career, a new MBA looking to launch into leadership, or maybe a seasoned entrepreneur through acquisition you know that the road to identifying an organization to purchase is littered with the corpses of  those that did not conduct thorough enough due diligence. In this series, Acquisition Entrepreneurship, I’ll tackle the topics that will make your journey on that road less risky on the way towards successful acquisition of a new entity. In this post, we’ll explore the Professional Advisors recommended to assist you towards acquisition… Enjoy!

Acquisition Entrepreneurship Selecting Professional Advisors

Selecting Professional Advisors

An Accountant and a Lawyer are two of the most important advisors you’ll want to engage during your due diligence phase in acquisitions. You should look for those accountants and lawyers skilled in working with similarly sized firms as the one you’re exploring (Typically, those that work with smaller firms).

The accountant should have familiarity with smaller firm’s accounting practices, including payroll taxes, sales tax, and noncash expenses such as bad debt reserves or accruals for sales force bonuses earned yet paid. The accountant should have well established protocols to quickly determine if the company has accurately accounted for these expenses.

The lawyer should know which contracts are successfully in play at the acquisition and typical terms and conditions therein. This could be the same lawyer that assisted with creating your Letter of Intent (LOI) as well as prepares the final acquisition documents.

Professional Advisor Fees

While accountant and lawyer fees typically vary, depending on geography and especially with the purchase of an organization that can last several months to a year, you could expect that accounting due diligence will cost somewhere between $20,000 to $50,000. The reason there is such a large range provided is that the cliché “it depends” is in play regarding how much work needs to be done to understand the company’s true financial picture.

Legal due diligence is more tightly focused and includes the cost to prepare purchase agreements and related documents. The fees one can anticipate typically are in the $50,000 to $75,000 range.

One last note on professional advisor fees, specifically contingency. In other words, you may want to see if both accountants and lawyers will work on a contingent basis and therefore get paid at the time of closing so that you won’t have to come out of pocket during the due diligence phase. Keep in mind that some professional advisors will do so, some won’t work on contingency. The bottom line is that you typically get what you pay for so select wisely but don’t eliminate these all too important professional advisors!

Other Professional Advisors to Consider

In addition to accountants and lawyers, there may be other professional advisors that you want to bring in while conducting due diligence. I’ve hired engineers to come and inspect manufacturing equipment, IT consultants to inspect software development, Environment consultants to gage appropriateness of the wet excavation procedures, and Marketing consultants to ensure accuracy in market potential was accounted for. Depending on your entrepreneur through acquisition strategy and the organizations you’re considering, it’s important to bring in the professionals at time of due diligence well before you officially take ownership (Again, it’s better to walk away from the acquisitions table because of issues identified by professional advisors than to sit at it and go hungry for a period of time because you didn’t employ them!)

SUMMARY

Acquisition Entrepreneurship is a great way to explore your entrepreneurial spirit and look to “buy then build” an organization (As opposed to the typically thought of entrepreneurial methodology of a startup). Regardless of the industry you’re looking in and the size of the organization therein, you want to ensure that you have the best team of professional advisors employed to serve you. This will help with risk mitigation regarding your entrepreneur through acquisition strategy.

Sam Palazzolo

PS – I’m typically asked what our Acquisitions Strategy is at Tip of the Spear. As such, we have summarized our Acquisitions Criteria here on our website: https://tipofthespearventures.com/acquisitions/. Please review and let me know if I can be of service.

The Leadership Challenge: Decision-Making – Three Tips!

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The Point: We all make thousands of decisions daily. Take for instance your drive into work today; Did you take the same route as you always do? Did you take the road less traveled? Would you alter routes if you heard about the accident ahead that has traffic snarled to a stand still? My point is that decisions are everywhere, but there are some decisions that should have tremendously more weight assigned to them as a leader (Should we acquire our competitor as part of our growth strategy? Is our CXO really the best CXO we could have? Etc.) With all these decisions to be made as a leader, we started thinking at Tip of the Spear Ventures and The Javelin Institute, is our decision-making process the best that it could be? In making decisions, are we really asking the right questions at the right time? So, in this post we’ll explore the leadership challenge of decision-making and provide three tips… Enjoy!

Caution – Decision-Making Zone Ahead!

The University of North Carolina recently conducted research on decision-making as part of a study. Their conclusion was that the typical adult makes on average 35,000 decisions each and every day. These decision-making opportunities range from the simple (Should I brush my teeth or don’t brush my teeth?) to the complex (Who am I and what do I stand for?) 35,000 decision-making moments each day… Researchers at Cornell University estimate we make 226.7 decisions each day on food alone!

If there are 24-hours in a day, and the average person sleeps (or is supposed to sleep) for eight of those 24-hours, that leaves 16 wide-awake decision-making hours. The math boils down to 2,188 decisions to be made every hour, and roughly 36 every minute. That’s a lot of decision-making opportunities!

Are Autopsies Enough?

If you’ve followed me for some time, or even if you haven’t, I believe that decisions should be reviewed afterwards in autopsy-like fashion. The reason for these decision-making autopsies is to identify if in the given moment, with the facts as we knew them, if the appropriate decisions were made. If they were, great! If they weren’t, what better decision could have been made?

I’ve worked with thousands of leaders around the globe on this post-mortem autopsy analysis over the years, but is it enough?

Sam Palazzolo, Managing Director @ Tip of the Spear Ventures | Principal Officer @ The Javelin Institute

I recently was working with a leader on their decision-making abilities. They were labeled within their respective organization as a leader that was “Rarely in doubt, but often wrong!” Convinced that they were in fact making the right decision-making calls, they were at a standstill (and hence I was brought-in to work with them). After a few days, I realized something about our leader. They were extremely bright, well thought-out, and well liked in the organization. However, there was one aspect that struck me as so simple, so straightforward, that I wondered why our leader hadn’t thought of it… The one item was involving others in decision-making.

You alone as a leader cannot and should not look to make your best decisions based in and of yourself.

Decision-Making – Three Tips!

As a leader, there are a lot of decisions to be made. At stake with those decisions are items such as increasing shareholder value, achieving financial targets delivering key results, the employment of thousands, communities that count on you, etc. But decision-making in and of itself is not an insular game played with just one team player within an organization. You alone as a leader cannot and should not look to make your best decisions based in and of yourself.

While involving others in decision-making can become complicated really quick, here are three tips (or questions) that I would encourage you to ask to ensure that you get your best outcomes. Those three questions (or tips) are:

  1. Do you trust others that are providing you with information for decision-making?
  2. Do you argue freely before making decisions?
  3. Are you holding one another accountable for following through?

SUMMARY

In this post we’ve explored the leadership challenge of decision-making and provided three tips to assist. Having worked with thousands of leaders around the globe over the years, according to the University of North Carolina decision-making study I’ve seen somewhere around a bazillion decisions be made. Some decisions were good (lucky?), some were bad (unlucky?)… But overall there were decisions made that all could have been made better. My hope in sharing this post is that you take the three tips provided and begin utilizing them to make the best decisions possible.

Sam Palazzolo

PS – 2020 will be here before we know it, and I see some disturbing Leadership-trends taking place. If you’d like to receive a white paper I wrote on “5 Ways Your Leadership Will Succeed in 2020” CLICK HERE.

PPSS – As we crossed-over the halfway point of 2019, I’ve launched my most aggressive initiative to date. It’s a 501(c)(3) structured nonprofit that provides Executive Education to allow you to become the BEST leader possible (NOT Good, NOT Better… BEST!). If you’d like more information, contact me at sp@javelininstitute.org.

Leadership Challenge Decision-Making Three Tips

The Leadership Challenge: Judgement

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The Point: What type of judgement do you have as a leader? Is it sometimes good, sometimes bad? And in those judgement-times, how do you go about deciding which way to choose? After all, there is a “right” way and a “wrong” way when it comes to judgement (especially when you consider the outcome of your decision making!) We started thinking here at The Javelin Institute and Tip of the Spear Ventures, how are we using judgement to the fullest capacity when it comes to our leadership? So, in this post we’ll explore the leadership challenge of judgement… Enjoy!

You Will Be Judged on Your Judgement Abilities

Larry was a mid-level leader working for a Fortune 100 organization. We were assigned to conduct one of our Centered Executive Coaching initiatives with him (Specifically, our Stakeholder Centered Coaching engagement). Part of our Stakeholder Centered Coaching engagement consisted of conducting a 360-degree assessment, whereby Larry and Larry’s Stakeholders (Those he reported to, his peers, and those that reported to Larry) would all gage his effectiveness as a leader. The 360-degree assessment was conducted, and the results were in… and they were not pretty!

It turned out that Larry’s opinion of how effective he was as a leader differed dramatically from the opinions of his stakeholders. While there were a lot of potential reasons for these differences of perspective being present when it came to Larry, it turns out that the primary culprit for his stakeholders ranking him lower was his judgement (or his ability to accurately judge a situation, assignment, personnel, etc.) Larry was being judged based on his abilities to judge!

The Single Most Important Judgement Topic

I’ve seen a lot of leaders from a consulting perspective. One question that I used to ask a lot (and am considering bringing back out on the road with me) is “What keeps you up at night?” When I asked Larry this question, he had the following to say:

“What keeps me up at night as a leader is my ability to properly judge a candidate regarding when it’s not working, and we need to make a ‘should they stay, or should they go?’ decision. In my mind, this is the single most important judgement topic.”

 It turns out Larry is not alone. According to an Inc. Magazine article, roughly 70% of leaders are concerned about their ability to hire and then effectively decide if they should fire personnel. Most leaders would rather err on the side of “stay” and prove to themselves, as well as their stakeholders, that they did everything they could to keep the individual (Apply resources, provide training, etc.) before sending them packing.

I worked with Larry to not only establish judgement criteria which would significantly alter his success rates, but also revamped their hiring/onboarding process as well. The results were that he soon had less turnover, but the turnover he did conduct was done in a logical/objective manner.

SUMMARY

In this post we’ve explored the leadership challenge of judgement. We all are going to be faced as leaders with those moments where we have to decide. It’s the outcome of these judgement decision-moments that others will look to gage our success/failure rates. Insuring that you have a logical/objective methodology when it comes to applying judgement is crucial to your success as a leader.

Sam Palazzolo

PS – 2020 will be here before we know it, and I see some disturbing Leadership-trends taking place. If you’d like to receive a white paper I wrote on “5 Ways Your Leadership Will Fail in 2020” CLICK HERE.

PPSS – As we hit the halfway point of 2019, I’m launching my most aggressive initiative to date. It’s a 501(c)(3) structured nonprofit that provides Executive Education and Coaching to allow you to become the BEST leader possible (NOT Good, NOT Better… but BEST!). Launched in July 2019, I’m allowing 10 people in my network to “test-drive” the offering. If you’d like more information, contact me at info@javelininstitute.org.

The Leadership Challenge: Surveys

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The Point: We see a lot of surveys at both Tip of the Spear Ventures and The Javelin Institute (We’ve partnered with organizations to even create a few!) But a conversation with a client the other day caused us to wonder; “Why are we conducting surveys?”, “What do we do with the data surveys collect?”, and “Can we actually improve as leaders through surveying stakeholders?”. So, in this post we’ll explore the leadership challenge of surveys and as a bonus, provide three leadership survey questions you should be asking… Enjoy!

To Survey or Not to Survey… Is There Really a Question?

We met with a C-Suite leader as part of a launch of a Business Centered Coaching engagement recently. Part of the launch consisted of a review of their most recent customer surveys. Here was the data reviewed:

  • Customer Satisfaction YTD was 77% (Compared to 88% Region and 90% National)
  • Survey Responses YTD was 18% (Compared to 20% Region and 15% National)
  • Highest Scores were in Product/Service Offering
  • Lowest Scores were in Salesperson Satisfaction and Price Paid

The leader we met with was ambivalent to the survey responses. While they relished the success of product/service offering, unfortunately the leader’s operation had little/nothing to do with this metric. In other words, their offering was provided to them by their headquarter team by large. What they did have control over was their salespeople and ultimate price paid to a large extent (They could offer sales/enhancements to secure sales).

Net Promoter Score Surveys

So, with so much survey data collected, were we looking at the “right” survey metrics? I would argue that we should review Net Promoter Scores. Netpromoter.com states that a “Net Promoter Score®, or NPS®, measures customer experience and predicts business growth. … Use your NPS as the key measure of your customers’ overall perception of your brand. Because NPS is a leading indicator from growth, it provides the best anchor for your customer experience.” Calculating the Net Promoter Score percentage consists of the following series of steps:

  • Enter all of the survey responses into an Excel spreadsheet
  • Next, break down the responses on a scale 0-10 by groups:
    • Detractors (0-6)
    • Passives (7-8), and
    • Promoters (9-10)
  • Add up the total responses from each group
  • To get the group percentage, take the group total and divide it by the total number of survey responses
  • Now, subtract the percentage total of Detractors from the percentage total of Promoters—this is your NPS score

Surveys: Marketing and Sales Best Friend

Reviewing survey results along the Net Promoter Score methodology provided grim results for our C-Suite Leader… Turns out that only 20% of the 20% (4%) fell into the Promoters group. Why does this matter? Surveys can be utilized in a transparent methodology to provide insights to Marketing teams so that they can best create campaigns so as to reach more customers effectively. It’s in the “effectively” moment that Marketing teams can adjust campaigns so that more customers that will act as Promoters will purchase. In turn, Sales teams can glean survey data for training material that matter to an organization’s best customers. NOTE: Surveys should not be utilized as lead generation activities unless transparently sharing with customers such intent.

Three Leadership Survey Questions

In addition to providing insight to Marketing and Sales teams, surveys should be leveraged in similar capacity to provide insight to leaders regarding their effectiveness. As such, here are three leadership survey questions that you should ask/capture data on:

  1. What do I do as a leader today that allows you to operate at your best?
  2. What should I be doing today as a leader that would allow you to operate at your best?
  3. What should I be doing tomorrow as a leader so that you can operate at your best?

SUMMARY

In this post, we’ve explored the leadership challenge of surveys. Surveys can provide valuable insight to leaders so that they can architect successful strategies in Marketing, Sales, and Leadership (to name a few). Identifying key data metrics such as Net Promoter Scores can assist in providing insight into what your best customers desire. Desires that can lead to creating a greater volume of Promoters for the future of your organization/leadership.

Sam Palazzolo

PS – 2020 will be here before we know it, and I see some disturbing Leadership-trends taking place. If you’d like to receive a white paper I wrote on “5 Ways Your Leadership Will Fail in 2020” CLICK HERE.

PPSS – As we hit the halfway point of 2019, I’m launching my most aggressive initiative to date. It’s a 501(c)(3) that provides Executive Education and Coaching to allow you to become the BEST leader possible (NOT Good, NOT Better… but BEST!). Set to launch in July 2019, I’m allowing 20 people in my network to “test-drive” the offering. If you’d like more information, contact me at info@javelininstitute.org.