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Kingdom Death:Monster – First Session

Kingdom Death: Monster ran two successful Kickstarters. The second has just completed delivery and the game is available in the KD:M store (https://shop.kingdomdeath.com). I thought that I would do detailed play throughs as I go through the game so you can see what $400 will get you. I will warn you, the game is somewhat of an RPG, and learning what is coming up is part of the fun of the game. The first encounter (this one) is the same for everyone and no big mystery, but the further you get into the game the more and more the “surprise” of what you encounter is part of the fun.

What is the game?

It is a horror/fantasy cooperative board game with RPG elements. It uses cards and the rulebook to reveal the story as you go. You start off as a survivor (4 is the standard number, you can play up to 6 in the game) without any backstory except for you are in a wasteland and a lion attacks you and your companions. The game is cooperative – the players against the game. In combat, the players take turns commanding the enemies and the enemies use an AI deck to control them. You roll dice to hit or to see if you are hit and you use dice to see where you get hit whereas you use cards to determine where the enemy gets hit. The monsters ramp up in power over time.
The game is very miniature heavy and the miniatures come unassembled on sprues. You need to clip the pieces off of the sprues and glue them together. Many people paint the miniatures, but it is not required.

Miniatures and supplies

To assemble the miniatures, you will need to cut them away from the sprues and glue them together. You can use an hobby knife to cut them off, or you can use a set of cutters. Something that cuts flush is best and the “God Hand” cutter is expensive but made for the job. They are available on Amazon.com (God Hand), but you might be able to find them cheaper on eBay or from a hobby shop. They are expensive, but work very well and cut very flush. It will save you a lot of time later on cleaning up the model pieces if you use a good tool in advance.
You also will want good quality glue. The best usually is the type designed to slightly melt the plastic and meld it together. I use Tamiya cement (Tamiya Cement). The green top is thinner and the white is a little thicker. The glue sets pretty quickly and you need to put bare plastic onto bare plastic because of the way it works.
Finally, if you want to paint your miniatures, you will need paints and brushes. There are various brands of paints made just for miniatures (this is one example Miniature Paints). The special paints work very well, but they can be expensive. Another option is acrylic craft paints that you can find at stores like Michaels or Hobby Lobby or even Walmart. They work well enough, but tend to be thicker than specially made paints and need more thinning and sometimes more coats of paint.

Cement and God Hand

Different Cement

This blog is not meant to be a painting tutorial, there are plenty on Youtube or other places on the Web. The basic process is to clean the models to wash off the chemicals used to help them release easily from the molds, prime them, typically with a spray primer, paint and then maybe use a protective coat. Painting can include using techniques like dry brushing and inks to bring out details and highlights.
I just use craft paints, but I have been painting for a while and know the consistency to aim at. I am also not aiming for public display of the models or to win an art contest. The miniatures in this blog were painted by me (White Lion) and my 15-year old daughter (the survivors). These were the first miniatures she had ever done. I did some touch up, but I think the pictures will show you what you can accomplish with just a little bit of effort, even if you are not experienced.
This is what what my starting group looks like:

The White Lion and his prey

Starting miniatures

To play the first game, you will need to build the first 4 survivors plus the white lion. The directions can be found here (and it is a good site to see previews of the included miniatures):
Building Instructions

Playing your first game – Session 1

The first comment I will make is that the game board and the space needed around it is very large. You cannot play it on a small coffee table, you will need a big surface. The picture below has a letter sized piece of paper on it to give an idea of the scale.

The Game Board

You will need 4 copies of the survivor statistics sheet. I used my printer to scan and copy the sheet as I can imagine you can churn right through the included pad. The rule book suggests that you use a pencil to record onto the sheet as wounds and statistics change over time.
The rule book steps you through set up and play in detail. First, you set up the 4 survivors and their boards. You place cloth and founding stone cards on the survivor grid and pick names for your survivors. My first 4 are named Myrdin, Neo Linhong and Imani. The rulebook also says you will need tokens to mark status during the fight. I found a 3D printer token holder and printed one up to help keep the tokens organized during the game.

Token Holder

The interesting facts that I picked up from the starting components was that the Founding Stone can be thrown to automatically hit with a critical wound and that the survivors move 5 as their base movement.
The next step to get ready to play is to create a custom AI deck for the White Lion. It starts with only 8 cards, and the “claw” action is placed on top. The different categories for the AI cards seem to be basic, advanced and legendary. The first session has 5 basic and 3 advanced cards and zero legendary ones.

Various Cards

The next deck to get ready is the Hit Location deck. The only special instructions is to place the Strange Hand on top. Then you place the basic action card down for the white lion. These all go onto the monster control panel which also has spaces for a wound stack 4 traits/mood/skull and space for 7 tokens.
I noticed that if you score a Critical Hit on Strange Hand (the starting hit location card) you can spend your one survival point and gain a permanent +1 Strength boost. Other than that hit location card, you can only spend survival to Dodge in the first session. Dodges negate damage from a hit. I do not know the game well enough yet to decide if it is worth fighting with tooth and nail (survivor base attacks with no weapons) just to gain that permanent bonus.
Finally, you place your 5 miniatures on the board. You start with the White Lion and then put the 4 survivors down and they can be up to 5 squares away from the White Lion. Considering that you need to attack and kill the lion and it can move 6 and you can move 5, I thought that being as close as possible made more sense.
The White Lion also has a blindspot in the two squares immediately behind it, which looked like a good place to get to if you are wounded.
Since I wanted to make sure I could approach the White Lion and attack not matter what, I placed all survivors within 2 squares of the White Lion. Again, this is my very first time playing, so I am not sure if that is the best play.

Starting Set-up

Starting Set-up (front view)

The first session alternates between the White Lion (control of the non-player characters alternates between however many players you have and you get a bonus if you attack yourself, well a bonus if increasing insanity can be considered a bonus) and the players. Each player (survivor) acts each turn. For the first session, you follow specific instructions in the rulebook for the first turn and then play on based on the cards you draw.

Game Ready to Play

First turn

Select the monster’s controller. Since I am running solo, it will be me throughout this example (my painting assistant Rachel did follow along). Since there is a bonus for targeting yourself, I kept the character sheets in order and assumed that I was running through 4 controllers.

Monster Controller

You start the actual turn by drawing the top card. I know it is Claw and I am playing Imani as the nominal character this turn.
Card says Pick Target and lists closest threat, facing, in range, closest threat, in field of view, and sniff if no target. Sniff means even if everyone is knocked down (not a threat) or hiding in the blindspot (the two squares immediately behind the White Lion), they are all considered threats until end end of the next turn.
As can be seen from the initial placement photo, Neo and Linhong are both equally placed in front as threats. I decided that the target was Linhong.
One the target is chosen, next up is to move and attack.

White Lion’s First Attack

Claw attack speed is 2 and accuracy is 2+. So I need to roll 2 dice and anything 2 or above is a hit. I rolled 2 4’s, which means 2 hit.


Since there are 2 hits, I need to roll 2 hit location dice to see where they hit. The dice roll result was legs and body. The only location with armor is the waist. I could use a survival point and avoid one hit, but neither hit dehabilitates the survivor, so I recorded a light wound onto each location.

Recording Wounds

It is now the survivors’ turn. Each one gains an action activation and a movement activation. It does not matter what order they are activated in. Attacks from blindspot have a better chance to hit (+1). Next up in my order is Myrdin and I will want to target him to gain the Insanity “benefit”, so I need to make sure Myrdin ends up in front.
I started with Linhong as she was wounded and I do not want her subject to attack next turn. I do not know what all the potential actions could be, but I am hoping most target survivors in front of the White Lion.
I move Linhong directly behind the White Lion and attacked with the Founding Stone. It has a speed of 2, so 2 dice are rolled and a base accuracy of 7, so with the +1 bonus it hits on a 6 or better. With a roll of an 8 and a 1, there is one hit.

First Attack Rolls

I draw a hit location card and get Strange Hand (this has already been placed on top). The back of the White Lion card says that it has a toughness of 6, so I roll another die to see if the hit wounds. I roll a 1, add 1 for the strength of the weapon, and the result is 2 which is a failure. The Strange Hand says perform a basic action and target the survivor.

White Lion

This is where I was confused a little. Basic Action is Pick Target, and I just moved Linhong into the Blindspot. I did a little online research and the ruling is that the card overrules the target rules. So the lion spins around and attacks again. I roll 2 9’s and two more wounds are applied. Hit locations are leg and head. Both result in Linhong being heavily wounded. I could use a survival point and avoid one wound, but not worth it as either results in her being knocked down.
Imani is next up and she hits with 1 of 2 attacks. Hit location is Fuzzy Groin. I roll a 3 in the attempt to wound which results in a 4 which is a failure.
Myrdin attacks from in front and rolls an 8 and a 3 for 1 hit. Hit location is Straining Neck and the wound attempt is successful with an 8 rolled which becomes a 9. An AI card is placed in the wound stack to represent the wound. This is placed face down so I do not know what it is.
Finally, Neo attacks and attacks from the blindspot. I roll 2 7’s, which become 2 eights and represent 2 hits. The hit location cards are Beast’s Maw and Beast’s Ribs. There is no downside to failing the Ribs wound attempt, so I pick it first, rolling a 4 which becomes a 5 and fails. The attempt to wound the Maw works with a 7 becoming an 8.


The White Lion has suffered 2 wounds this turn and needs a total of 9 to die (AI deck size plus one).

End of Turn 1

Turn 2

I draw an AI card for the White Lion and get Terrifying Roar. The targets are all non-deaf survivors. Usually Linhong would not be targeted as she is not a threat, but the target instructions do not mention threat. The White Lion is level 1. I go through each survivor and roll a d10. On a 2 or more the bad effect happens. Imani gets an 8, suffers 1 brain wound, and is knocked back 6. Myrdin gets a 9 and is knocked back 6. Linhong gets a 7 and is knocked back 6. Finally Neo gets a 9 and is knocked back 6.

Terrifying Roar

The lion then targets the furthest survivor in range. All are the same distance, so I pick Myrdin. Since it is his turn, I get +1 insanity. The lion then performs a basic action, moves next to Myrdin (movement is 6) and attacks. I roll a 1 and a 4, so one attack misses. The wound location is leg.

Widely Scattered Forces

Since it is the end of the monster’s turn, Linhong stands up.
Other than the roll of a 1 to hit, not the greatest of turns as my forces are scattered all over the board and the best I can do is attack twice. I also have a quandary as I want to move behind the monster but I need to make sure the monster does not turn around and move over my survivors as that will knock them down and I will lose an entire turn. So I need to move both the other survivors to force sideways movement.
I move Linhong directly behind the White Lion and attack. I roll a 6 and a 2 which becomes a 7 and a 3 and hit once. Location is Beast’s Ear. I roll a 6 which becomes a 7 and a wound, which is fortunate as a failure would have made the lion jump away and trample Myrdin.
I move Myrdin behind the White Lion and attack. My rolls are 6 and 4 which is 7 and 5, so one hit. Hit location is Clever Ploy, which means that Myrdin has fallen into the White Lion’s trap (it is a trap card).

Clever Ploy

Myrdin is also doomed and cannot use any survival points until the card is resolved.
The White Lions spins around and attacks, which negates my previous plans.
An 8 and a 3 is 2 hits. Hit location is waist and body. Waist armor absorbs 1 and the body hit results in a light wound.
I reshuffle the hit location deck.

Turn 3

I would say that the situation seems pretty bad to me. White Lion starts its next turn and the AI card is Grasp. It has only suffered three wounds so far and my survivors are pretty scattered. This is nominally Linghong’s turn.

Grasp

Since Myrdin and Linhong are both directly in front of the White Lion, I choose Linhong and get one insanity as it is her turn as Monster Controller.
Grasp is one attack and then a trigger after damage. I roll an 8 for the speed one attack and take a hit. Hit location die is a leg. That will result in a heavy wound, but she will be knocked down by the after damage trigger anyways, so I save the survival point.
Linhong is grabbed and suffers another hit as the White Lion is level 1. Body Hit Location, so heavy wound there but already knocked down.
White Lion makes a full move away. The rules are not super specific about facing but you turn the way you are moving as a general rule, so I turned the White Lion away from the rest of the survivors.

From Bad to Worse

Non of the survivors could get into range (except to throw their Founding Stones which would not kill the White Lion), so I moved as close as I could and it went to the next turn.

Turn 4

AI card chosen was Maul. The first target listed was victim of Grab last round, so Linhong was attacked again. Both attacks hit her, and each does 3. Plus a bleed token. Does not look good for Linhong. I roll arms and waist. Arms has no armor and only 2 hit locations. I expend my one survival point to dodge it. Linhong still takes another heavy wound, but was already knocked down so cannot be knocked down again.

Mauling Its Victim

Now Myrdin moves into the blindspot and attacks. I roll a 2 and a 1 and miss with both. Linhong stands up. She is limited by the board edge and cannot move behind the White Lion, so she attacks. She rolls a 6 and an 8 and hits once. Hit Location is Beast’s Ribs. Wound roll is a 5 which becomes a 6 and a wound.
The rest of the survivors move as close as they can and the turn ends.


Turn 5

AI deck is depleted, so I need to reshuffle the 4 cards in the discard pile. I draw Terrifying Roar, which again is bad news.
Imani takes a brain wound and is already wounded there so rolls on the brain trauma table (p. 89 of the rule book). She rolls a 6 and gets danger seizure as the result. She takes a damage to her arms (no other survivor is close), rolls a 9 and gains 5 insanity (3 and over is insane), and gains a disorder. I shuffled the disorder cards and drew Vestiphobia which prevents her from wearing armor at the body location. She is also knocked back 6 squares.

Phobia

Myrdin has insanity of 1, so that is reduced and no damage (roll was a 6).
Neo had a lantern roll (10) and no insanity. Rolls another lantern on the brain trauma table which is Frenzy. Gains 2 insanity, and a speed and a strength token.He cannot use weapon specialization or mastery, but that does not apply in this first session.
Linhong also rolls a lantern but has an insanity point and is just knocked back 6.
The White Lion then moves and attacks Myrdin, who is the furthest in range. Both rolls hit. One to the arms, one to the body. Myrdin spends a survival point to avoid the body damage and stays on his feet.
He attacks and gets a 7 and a lantern, both are hits. I draw Beast’s Maw and Beast’s Tricep. I choose tricep first and roll a 2 (becomes 3) and fail. The White Lion counter attacks and hits twice. Arms and head are the result, both are heavy wounds and Myrdin is knocked down. Under the knock down rules, any unresolved wound attempts are wasted.
Neo moves in, using 6 movement. Cannot get to the blindspot, but he attacks with a speed of 3. Rolls 9,8, and 5 and hits twice. Hit locations are Soft Belly and Beast’s Scapular Deltoid. No failure trigger for soft belly, so I try that first. I get an additional +1 from the Strength token and roll an 8, +2 is 10. One wound. Second roll is a 3 and the resulting 5 is a failure.
The White Lion now moves 6 straight forward and grabs both Myrdin and Neo. Myrdin takes a waist hit, Neo takes a waist hit which is expended on the armor (Myrdin had no more armor).
The White Lion moving forward allows Imani to attack from the blindspot. She rolls an 8 and a 9, hitting twice. Hit location cards are Fleshy Gut and Beast’s Brow. I go for the Gut first and roll a 1, failure. The White Lion attacks and hits twice. The hits are body and head. Spend a survival to get rid of the head wound. The second wound attempt fails as well.
Linhong throws her stone and autohits. When a Founding Stone is thrown, it auto-criticals as well (if applicable) for the wound. Beast’s Temple is drawn as the hit location, and the Critical Wound description has a persistent injury that potentially (roll of 1-2) negates the White Lion’s action on a turn. One interesting feature of the Founding Stone is that if you draw a hit location card without a Critical Wound text/rule, it does not cause a wound.

Beast’s Temple

So at the end of Turn 5, I have done 6 wounds and the White Lion is down to 2 AI cards. One is Tremendous Roar. One is unknown as of now. I need to do three more wounds to kill it.

Turn 6

AI card is grasp and the injury roll is over 2. That means that last wound was Claw. Both Neo and Myrdin are knocked down and same range. Myrdin is the nominal Monster Controller. I pick him as the target and he gains one Insanity.
Myrdin is hit with the first attack and takes 1 damage to body. That inflicts a heavy wound, but he is already knocked down. The second step of the card also creates a collision with Neo. However, he is already knocked down so nothing further happens to Neo. Myrdin takes one more damage to Body location. That exceeds the number of spaces, so I roll on the table on page 88 to see what happens. I roll a 10 (lantern) and the effect is that Myrdin knocked down. Since Myrdin is already knocked down, nothing happens.
At the end of the monster turn, Myrdin and Neo stand up.
Myrdin goes into the blindspot and and attacks, rolling a 1 and an 8. I draw Glorious Mane, which is Impervious and cannot be wounded. I do not do a critical wound. Neo then moves and his three speed gives three dice plus he is in the blindspot. He rolls a 4, 5 and 6. The +1 gives him one hit. Hit Location is Beasts Heel and the wound roll is a 2. The resulting 4 does not wound the White Lion.
The other 2 survivors move closer.

Turn 7

I draw Terrifying Roar for the AI card. I roll a 9, so the Temple persistent injury does not apply.
Imani reduces Insanity by 1 (to 4) and is knocked back. Myrdin reduces insanity by 1 (to zero) and is knocked back. Linhong takes a brain injury and I roll a 2 on the table on page 89. She dies. Neo reduces his insanity by 1 (to 1) and is knocked back. I choose Myrdin to be the target and he is hit twice. Both are to the waist and he is knocked down and suffers a roll on page 87. I roll a 5. His pelvis is warped, he gains -1 Luck permanently and a bleeding token.
Neo moves into the blindspot and attacks. I roll a 1, 4 and 9 giving 1 hit. Hit location is Beast’s Ear. I roll a 1 to wound, +2 is a 3 which fails. The White Lion moves one space forward, colliding with and ending in the space with Myrdin and knocking him back 5.
This allows Imani to get into the blindspot. I roll a 3 and 4 so the resulting 4 and 5 miss.

Turn 8

I draw Grasp as the AI card and roll a 6, so Temple persistent wound does not count. white Lion moves to Myrdin and attacks. One hit to the legs. Heavy wound, but Myrdin is already knocked down. Myrdin then takes a head hit from the Grab. Since the head is already wounded, I roll on the table on page 86. I roll a 4 and Myrdin is decapitated and dies.
During their turn, the survivors move toward the White Lion but cannot reach it. I make sure to be 8 spaces away.

Turn 9

I shuffle the AI deck again and draw Terrifying Roar. I roll a lantern 10, so the persistent injury does nothing. Imani and Neo get their insanity reduced to 3 and 1 and are knocked back. The White Lion moves up 6, but no target is in range for an attack. I am a little confused by the wording here as I am supposed to perform a basic action (which has a target in range) but there also is target furthest survivor in range, which there is none. I played it as the basic action card if none are in range.
As both the survivors are out of range, they do not move.

Turn 10

I draw grasp. According to the target choices, no knocked down, no closest in range, so it it sniffs.
I start edging the survivors to make a run for the blind spot.

Turn 11

Shuffle AI deck and draw terrifying roar. Roll a 3 on the injury check, so it roars. Reduce insanity (Neo now has none left).
Because of the interplay between the two cards and the knockback, I decide I need to close the distance.

Turn 12

Draw Grasp. Roll a 3 on the injury roll. Target Imani. Attack and hit. Damage location is legs. Grab location is body, which is a heavy wound, but grab knocks her down anyways.
Move Neo into blindspot (6 move). roll 3 dice to attack with 10, 10 and 4 (2 hits). Hit location is a trap – clever ploy. He is hit to waist and body, both do light wounds. I reshuffle hit location.

Turn 13

Reshuffle AI deck. Draw Grasp. Injury roll of 6. Imani is hit. Body location, so I roll on table on page 87 as it is full. I roll an 8. Broken rib, -1 speed (permanent) and bleed token.
Imani stands up. Neo rolls 3 dice in his attack and hits all three times. Locations are glorious mane and then Clever Ploy. I stop there as trap card’s stop all hits. Neo is hit twice to body. I use his survival and the heavy damage knocks him down.
Imani cannot make it to the blindspot and the roar is dangerous, so she throws the founding stone. Hit location is Beast’s Knee. Critical wound gives the White Lion a shattered knee and a -1 movement token.

Turn 14

Draw grasp. Targets Neo. Injury roll does nothing. Damage is to legs and arms (both light). Neo stands up.
Neo moves to blind spot. Hits once with 3 dice, hit location is Beast’s flank. Wounded. Neo now has priority target token. Imani moves closer.

Priority Target

Turn 15

Perform basic action as there are no more AI cards left in the deck, Neo is in blind spot, cannot be picked (I assume this is right, possible that Priority Target means you are picked no matter what, even if not a legal target), so White Lion goes after Imani. It collides with Neo and ends turn in his space, he is knocked back 5. White Lion hits arms twice.
Imani is knocked down and rolls on page 86. I roll a 7 and she suffers a broken arm and permanent -1 Strength and Accuracy.
Neo moves up and misses with all three attacks.

Turn 16

Perform basic action. Neo is chosen and loses priority target token. He is hit 2 times to the body and I roll a 10 on the table on page 86 and he is knocked over. Imani stands up.
Imani misses with Tooth and Claw (unarmed attack).

Turn 17

Imani is targeted and hit twice. I roll 2 on the arm table and she dies. Neo stands up and enters the blind spot. He hits twice. Hit Location is Straining Neck and Beast’s Elbow. Straining Neck is not wounded. elbow suffers a critical wound (rolled a Lantern). White Lion dies and Neo gains 3 Insanity.

Victory!

First encounter ends.

The Rewards

Basic Rewards

As a reward, you get 4 White Lion resources and 4 basic resources. the White Lion resources I drew were: 2 x Lion Claw, 1 x Shimmering Mane and 1 x Great Cat Bones. The Basic Resources were: Broken Lantern, Skull, Love Juice, and Monster Organ. None of these are explained in the first rule section.

White Lion Rewards

My Impressions

As you can tell from the session play through above, the game lasted quite a long time. I am not sure if it was just a combination of bad dice rolls and the card sequence, but I was quite tired of chasing down the White Lion by the end of the session. 3/4 of the survivors players died, and I can imagine that would have been disappointing in a live session.
The obvious strengths of the game are the detailed miniatures and the fairly straightforward rules. There were a few times when I was a little confused, but I did a google search each time and easily found what I was looking for. The general advice here is follow the cards or the rules as closely as they are written and don’t try and read too much into it. The game also drips atmosphere.
I also had some bad rolls and bad luck on card drawing, which extended the game. I think ending it around turn 10-12 would have made the experience more fun.
There are a lot of cards, hundreds and hundreds, and the rule book also extends the story, so there is a lot of game play ahead of me.
The only disappointment I had with the game components was the card stock used. The backs don’t seem to have any coating or lamination. That means they absorb oils from your fingers pretty easily and they do not shuffle very well as they do not glide across each other. They also scratch pretty easily and their edges are not strong. I am not sure why in such an expensive game put together with a very good insert and box, would not have used better card stock. I highly recommend using cards sleeves. Standard European Board Game sleeves should work for the AI and Hit Location cards, the gear cards are not a standard size. The Kingdom Death store carries sleeves.
The tokens are well printed on good stock and the cards are easy to read (important for an older gamer like me). The rule book is a hard cover and the pages are good quality glossy paper and in full color. The huge game board suffers a little from not having a protective coating and also picks up stains from your hands pretty easily. I also noticed a little warping after it had been on the table for a while.

Evil High Priest – First Impressions

 

Might as well lead with the main link. This is my quick review of Evil High Priest that I used their print and play preview to try out at the local board game Meet-Up that I go to every week. This is a new game by noted game designer Sandy Petersen which he co-designed with his son, Lincoln Petersen.

The game is a worker placement game for 2-5 players. You are all part of an evil cult trying to summon your patron Great Old One from the Cthulhu Mythos. There are two cult boards included in the print and play (Cthulhu and the Black Goat) plus all the boards, cards and tokens you would use in the basic game.

The object of the game is to have the most resources (the best places High Priest) when the Great Old One is released. All players are working to summon the Great Old One, no player is working to stop it. Other than the normal worker placement rule of only one worker (cultist in this game) per space, the other interaction is to trigger raids when they are not convenient to the other players.

Before I discuss the game mechanics, a few things about the print and play. The boards are not set to standard paper sizes, so make sure you have a plan on how to print them (I used “poster” settings for the cult boards and then cut the pieces out and taped them together, for example). You can take the files to your local office supplies / printing shop, but color printing on non-standard paper sizes can be pricey. I managed to print everything on my home printer, it just took a little bit of work. Petersen Games should take a look at paper sizes for a print and play file and a printing instructions page would help, especially if you have to explain it to a copy shop. Also, be careful when saving the file. I saved from Adobe Reader, and it flattened the file and I lost an icon on one of the boards when it did that.

I used light card stock and then laminated it using this machine:

AmazonBasics Thermal Laminator

I bought it a while ago for a print and play and card stock terrain projects and for around $20 it does a good job.

The game needs some game pieces and 3 6-sided dice. I have plenty of dice and I could have repurposed some Cthulhu Wars cultist figures, but I didn’t want to take them back and forth to the Meet-up. Instead, I did a quick search and for a design for some meeples I could print on one of my 3D printers. I used these ones, but there really are many, many choices:

Meeples!

I used 2 different types – the wizards with a staff to be the high priests and the regular ones to be the acolytes. I wish I have made the wizards about 15% larger than the others, but they served well enough. I also did not want to switch out colors 5 times and print 5 times, so instead I did this:

Once the paint dried I ended up with 5 different colors of meeples (red, white, bluse, black and gray). I used spray paint, but model paint for miniatures would work just as well.

I happened to have a 1″ circle punch, so that made punching out most of the circular tokens quick. That was a little large, you could use a 3/4″ one for the smaller tokens and the 1″ one for the larger tokens worth 3 units each if you wanted. A circular punch is a lot faster and neater than using scissors, but not needed if you do not have one. There are punches in all sorts of shapes, check out the scrapbooking section of your local crafts store.

In the end, it ended up looking something like this in the Meet-up:

Overall, it looks good and helps in playing. I like the fact that the turn order and the victory point values are on each priest card.

The game itself

Like almost all worker placement games, you pick a turn order and then each player places a worker and then you rotate with each other player in turn placing workers until there no more workers to be placed. You then resolve the skulk action and the action phase ends. You then resolve the preparation phase which involves one of the boards (ritual board) and return cultists that were used back to their pool unless they are still performing a ritual.

There are 5 resources in the game – treasure, blood, magic, spellbooks and Elder Signs and that is the ascending order of victory point value as well, with treasure only valuable in the end game if you have the most. Different action squares cost different (or no) resources in addition to having a cultist placed there and sometimes the cultists themselves are the cost (except there is a no self sacrifice rule so one of their companions is sacrificed).

There are three main boards and a player board that you can perform actions on. These are the Town board (get or exchange resources or become first player), the Cult board (get Elder Signs), the Ritual Board (gain more resources at the cost of 2 or more turns use of your cultist), and the Priest board (everyone has one, only the priest can be used). The ritual board only becomes active after the first raid by investigators occurs.

In the basic game, you only get generic monsters. There are no unique Priests, Monsters or Investigators. These will be added to the game via an expansion and potentially via stretch goals unlocked in the campaign. This made the first play through somewhat generic. An easy fix for the monsters would be to name them and add flavor text with no rules text and the 5 power. *poof* you are now summoning Sandy’s Dark Young instead of a generic monster. Same for the 5 starting high priests. Give them each a name and flavor text and no ability. Vary the art on the cards making, some women and some men and maybe even non-human and you instantly have a game with more flavor with just a little effort and cost.

The game itself played well. We played 4 players and first time for this game for all of us, but we all have played worker placement games before. It took us 2.5 hours and we were all pretty even until about 2 hours in and an ill-timed raid against me knocked me so far back that I never recovered. The designers say 60 to 90 minutes play time and I would add 15 minutes to set-up and tear down the game. We got faster as we learned the game, so 90 minutes is probably doable.

The mechanics tie into the genre. As you break more and more seals, you attract the attention of investigators that raid you. Your cultists start in the asylum (you have 6 and 4 start there) and are not available until they “escape”. You sacrifice cultists (goes back to asylum) and monsters to stop raids and once they penetrate those defenses, the innate defenses you build up slow down and hopefully stop the investigators. If not, they destroy resources. The raids hit everyone, not just the person that triggered it and it is a nice touch. It also adds some chance for all players to do something, even in other peoples turns.

Unless you use your priest to Chant (action on the Priest board) or otherwise gain a Chamber card, any resources you gain are unprotected. You use resources to get Elder Signs which are worth the most victory points but it is not the only way to win.

I liked the different areas to play in, but thought that only having chambers vary made it a little to plain. Switching out Cult boards (2 in the basic game plus 4 more in the expansion) will make the game suitably different each time. The dice are only used to set raid strength (1 to 3 dice so from 1 to 18 total).

All 4 of us liked the game and want to play it again, so it passed the first test. Compared to other “premium” worker placement games, the base game looks shy on components. very few cards and the resources being tokens (most premium games use wooden tokens of some kind at least). I know of a few rules we got a little wrong the first play through, but I found the rule book well done in general.

Since this is still in Kickstarter while I write this, they still have time to add more marketing elements to it. The design looks very solid, but I expect that from Petersen games. They just need to add extra sparkle and fun to the game to make it stand out a little. The extra miniatures you can add do not count for me as I think the boards will need to be much bigger else they will block game text. I also found some of the shadowed white print on parchment background a little hard to read.

Also, since this is a Kickstarter, Petersen Games has a reputation for delivering what they promised  (Sandy Petersen even mortgaged his house to make sure that happened one early Kickstarter) but they are generally late in delivering (not worse than the average Kickstarter). They say they have changed it this time and are ready to produce, but they are not great at delivering on time but good at delivering great games.


Other good Worker Placement games

Lords of Waterdeep

Viticulture – Essential Edition

Scythe

 

The Uploaded, by Ferrett Steinmetz – a book review

I know Ferrett (in that we have met a few times and corresponded via the internet for quite a while) and I was very happy when I read his first trilogy. I enjoyed it and my daughter Rachel enjoyed it. Great world building and the main character even was close to my profession as an accountant.

When I started reading The Uploaded I was worried because sometimes a writer gets a world or set of characters just right but when they do something new they just don’t have it.

At least that is not a concern now after I finished The Uploaded. Good world building, good story and writing that moves the plot along on a breakneck pace through the whole book. Some of the plot movement is moved forward via hand-waving (a magic “Icebreaker”) but it is OK. Heroes very often are superhuman and it works in the context of the story.

The two parts of the story that I think just do not work well enough (and why it is a 4 star book for me) was the love stories. Rachel had exactly the same issue here and she is a teenage girl. There is absolutely no connection that I can find in the love story and any character development or plot advancement. I am not a huge fan of love triangles, but the one in this book did not seem to matter at all to Amichai.

The second was the treatment of religion. The two groups of characters in the book seen to be atheists or Neo-Christians. There are no middle ground characters, anyone with faith that still believes that uploading after death is fine. There are lots of random descriptions (like “jewfro”) that just does not make sense considering the context. The family background of Amichai is meaningless and seems tacked on. All of the religious in the book are extremists and they are all Christian. Even in the USA, there are enough other religions that could be characters and I cannot see in the world created why the religious groups in it all have to be extremists living on the fringes of the world.

I can live with the religion, but the romantic triangle was just too much for me. Too stereotypical in one Young Adult way (and it seems that the society is much less prudish than current world, so even a little off) and not satisfying in terms of plot or character development.

I liked the book. Rachel read the whole book in a day, including sneaking a reading under the covers late into the night, It has a really interesting idea behind it and world and characters are fun. So give it a try.

The Uploaded on Amazon.com

Getting Started Playing D&D 5E using Fantasy Grounds Virtual Tabletop Program

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Fantasy Grounds is a virtual tabletop program designed to make playing role playing games online.  In many ways, it replicates the experience of playing in person with a table in the middle of the group, and in many ways it is quite different.  It is not an RPG game itself.  It does not have an Artificial Intelligence and it requires a someone to be running the game for other players.  This person is commonly called the Game Master (or Dungeon Master for D&D) and that person will be the “host” for the game.  The program uses a client/server approach with the GM running the server and the players connecting to the server as a client.

You do not need a VTT to play D&D online.  There are a lot of quite powerful conferencing software programs that allow for video, audio and sharing of screens.  Any of these could be used (GoToMeeting is a good example).  A lot of companies have spent a lot of money developing conferencing software to make remote business meetings better and if that is all you are looking for, the ability to share your screen (probably for maps) and to have multi-person audio is all you need.  A VTT like Fantasy Grounds does this better for specialized functions like dice rolling and moving tokens on the map, but I have not seen any VTT that is as good as the meeting software you can find from major corporations like Cisco for basic remote conferencing ability.  I prefer using Fantasy Grounds, but you do have other options.

Where to Get the Program

www.fantasygrounds.com or on Steam.  Search for Fantasy Grounds in Steam.

The Cost = Free (probably)

If all you want to do is play, Fantasy Grounds is often free.  There are two levels of license and two ways to pay, but the base software itself is free.  Let me breakdown the cost of the two licenses you can pay for, but the demo software is free and fully functional for playing.

Remember that Fantasy Grounds uses a client/server model and that the person running the game, the Dungeon Master in the case of 5e D&D, is the server.  It is the level of license that the server has that determines if the players have to pay for a license to play.  You also cannot buy content for the free, demo version of the game, you need to have bought a license.

The two different levels of licenses are Standard ($39 onetime fee or $3.99 a month subscription) and Ultimate ($149 one time or $9.99 a month subscription).  The only real difference between the two server licenses are that the Ultimate license can host unlimited free players while the Standard one cannot effectively host any free players (it can host one, but if anyone else joins the game, paid license or not, there can be no free players).

One not so secret feature of Fantasy Grounds is that it has been around a while.  People that like to DM tend to buy the Ultimate license.  So within the community of people that like to DM, many of them have bought the Ultimate license.  So a great many of the DM’s that are looking for players advertise that they have the Ultimate license and that means you do not need to spend anything for the program if all you want to do is play.

If you are only going to be a player, then the only license you will ever need is the Standard license.  If that is the case, I highly suggest that you ignore the subscription option and just pay the onetime fee of $39.  If you play for 10 months it is a wash and if you play for 4 months and then buy the Standard license you cannot apply any subscription fees that you have already paid to the onetime cost.

If you mainly want to be a DM, then I suggest that you consider the Ultimate license, but I will cover that in a different blog entry.  Just let me say that being a DM that can accept any player and who has all the rules available is expensive compared to just being a player.  This is no different at all compared to being a DM in a physical tabletop game as the DM usually buys the modules, provides the maps and monster miniatures, etc.

Sales/Discounts

The MSRP of the Standard license is $39.  Steam routinely sells a 4 pack of licenses for $120 (25% discount or $30 each).  There also is a 20% off sale for a single license every few months, at least for the Standard license.  Once or twice a year (Black Friday/Cyber Monday time, for example, usually when Steam does their big sales events) there might be a larger discount.  If you’re a little patient, you can probably get the Standard license for close to or just below $30.

What Operating Systems Does It Come On?

The program is a Windows program.  It works on Mac OS and Linux via WINE or other Windows emulation programs.  Fantasy Grounds recommends that you use the Steam version for the Mac as the installer seems to work better.  There usually are no real issues with installing the program in Windows, just about the only real choice you need to make is where the data will be stored.  Mac installations can be tricky, I had issues getting it to work on my daughter’s MacBook Air and if you don’t want to have to google and read through forum posts, I suggest trying Steam first.  Steam actually is convenient as it stores your license keys for you.  I have not tried installing it on Linux but others do run it there.

How Powerful a Computer / Internet Connection Do You Need?

The official specifications can be found on Fantasy Grounds and Steam.  This is the latest for Windows:

Windows Vista, Windows 7 or Windows 8 (and Windows 10 – my addition)
DirectX 9.0 or better
DirectX 9.0 compatible video adapter
RAM: 4 GB
Internet Connection

Those are not very demanding specifications and I have connected and been the DM on a Cellular 3G Hot Spot.  A faster Internet connection helps but there is not much data being sent back and forth unless larger graphics files are being loaded.

What About the Rules or DLC?  What do they Cost?

Even the demo/free version comes with the Systems Rules Document (SRD) that Wizards of the Coast provides for free.  It is almost all the rules including the rules on creating characters, their spells, weapons, equipment, almost everything except for the detailed class options.  This is free with every license level of Fantasy Grounds and includes drag and drop functionality onto your character sheet.

The DM also has the ability to share any DLC they have bought with players that are connected to his game (server model).  If you are not connected, you do not have access any more.  Most DM who run 5e games will own the Player’s Handbook (called D&D Complete Core Class Pack in Fantasy Grounds) and you can connect to their game and use it to create your character and whenever you need to level your character up.

You cannot buy DLC without at least a Standard license.  If you are just going to play D&D, the only DLC you will need is the Player’s Handbook.  Remember that the SRD, which is free, comes with all the standard rules and almost 100% of all the spells.  Fantasy Grounds not only sells the complete “core class pack” with all the character class details, it also sells the classes as a separate pack for each class.  So if you are playing in one campaign with your friends, you are unlikely to be playing multiple characters with multiple different classes, and that means you just need to buy the class pack for your character.

The cost for the entire “Complete Core Class Pack” is at the MSRP that WoTC has or $49.99.  That is not the price that Smiteworks (the company that owns Fantasy Grounds) sets, that is the official WoTC price that they have to follow.  One other VTT is now licensed for official 5e D&D materials and they are charging MSRP as well.  Even more often than the license there are 20% off sales on the Player’s Handbook.  So if you wait you can get it for $40.  Even less on the much rarer special sales days.

You can also just buy the class pack for your character class for between $3 and $6 depending on which class you want.  Unlike the SRD, the DLC contains all the class features from the Player’s Handbook, and, if appropriate, all of the spells.  There is one more piece of DLC that has all the races and all the background “fluff” automated and that is $9.  This DLC also includes the optional feats that you can use if the DM decides to add that to the game.

So, total cost for the software license and the complete Player’s Handbook is, if bought when not on sale, about $90.  Again, there is a good chance this will be completely free assuming the DM has an Ultimate license and has the DLC available for you.  This drops to $46 if you just buy one class pack.  Or $55 if you want the race details and background details to be automated.

Your cost for the DLC if you played with the physical book at MSRP?  About $50 if not on sale.  There is no difference in DLC cost!  Sure. Amazon.com has the books for less than MSRP but Fantasy Grounds offers it on sale as well on occasion.  You do not have the option of just buying one character class, so you actually save money there if you are just a player and only want one or two character classes.

More on the Rules and DLC

You do not just get the text of the rules.  Fantasy Grounds actually automates a lot of the rules.  For example, roiling to hit a monster and dealing damage can be completely automated by the game.  You get dice built into the game and this includes a 3D animation of the dice being rolled.  The rules automation is all free and included in the SRD and the different DLC increases the automation.  As a player, you get what the DM has purchased when you play and most who have been DMing for quite a while will have all the automation.  The program has a full effects builder and you can generally automate most powers, weapons, spells, features, traits, etc. that you have.

One Last Comment On the Cost of Fantasy Grounds

If you read reviews of Fantasy Grounds, especially when compared to other VTT (the main competition is Roll20, D20Pro and Map Tools), almost always the “high cost” of the software is the first major criticism.

As I have already explained, the software is FREE and you very often can play for FREE.  Unless you and your friends are all brand new to Fantasy Grounds (and I was when I started with my friends a year ago), you can probably find a game with a DM with the Ultimate License and play for free.

Let’s assume that you all are new to Fantasy Grounds and you all want to DM at some point.  My first advice is for the one being the DM to try for one month the subscribe to the ultimate license and everyone else use the demo client for free.  If you cancel before the month is up, you get the first month subscription free.  So your group can try to play with a DM using the Ultimate license, the full SRD and free modules that the community has made available (probably not as good as the commercial ones available but they are not bad) for free.  As in it costs you nothing.  Really, I mean FREE.

Then, after the free month you like it a lot and you buy it, and it is not on sale and you pay $40.  Please go to Steam and look at the top selling software.  The average price is between $40 and $60 with $60 being the typical “A list” price.  If you want to play multiplayer, everyone needs to own their own copy.  I can assure you, that if you really like D&D, you will log more hours for your $39 that you spent than pretty much any other software you own on Steam.

If you want to play D&D, then you need the rules.  So the DLC cost is not really fair to add on to the cost of Fantasy Grounds when discussing the cost to play.  Since the SRD is free and most of the rules and you can actually recreate everything else yourself if you had time without buying the rules DLC, if you have time and no money you can play for free except for the license cost.

There are some stones you can toss at Fantasy Grounds because of the age of the program (it is old but maintained and had the official 5e D&D DLC at least a year before anyone else did) and UI choices that were made, but the cost is not high, especially when there is a good argument that for a player it is often free.

What Else Do You Need?

In theory, you could play by typing into the chat window (and some handicapped players do exactly that) but almost everyone will want some form of voice option and something that can support all the players in your group at the same time.  I do not want to do a grand survey of all the available options, so here is my top three choices: Teamspeak, Skype and Google Hangouts.  You could even do a conference call by telephone if you wanted to.

There are other options to Teamspeak (Discord, mumble, ventrillo etc.) but there is a free Teamspeak server provided by the Fantasy Grounds community so if you are joining a game you found on the Fantasy Grounds forums there is a good chance you will be using Teamspeak.  There is a free client available at www.teamspeak.com.  There also are IOS and Android clients for phone charges.  As an aside, a non-commercial 32 user server is free and I run one on my Networked Attached Storage unit but the software is not that demanding.  You can even run it on a Raspberry Pi ( https://eltechs.com/run-teamspeak-3-server-on-raspberry-pi/ ).  There are plenty of guides out there on how to use Teamspeak.  You will need to know the server information where to connect.

I personally do not think that video is needed for the conferencing software, but both Skype and Google Hangouts offer it.  I traveled a fair amount and part of that time was in China and I and my group often play from hotel rooms.  Bandwidth can be at a premium and video eats a lot of it.  If your group uses these programs, then make sure you understand what you need to do to connect.

No matter what software you use, a headset and a decent microphone really help.

So I have Everything, How Do I Play?

The very first thing you will need, after the program is installed and running, is the information you will need to connect to the server (to the DM that is running the game).  Your DM will likely give you one of three things:

  1. An IP address which is a string of numbers like this 192.168.1.1
  2. A server alias which is normally a few words like “friend blue squad”
  3. A URL or internet address like this “fantasygrounds.com”

You click the Join Game button on the front page that comes up.

FGstarting Screen

That gives you a screen with two choices – user name and Host Address

FG server input

In the user name box, use whatever name you want associated with you in the game (generally not your character name but it can be).  In the Host Address Box you put the connection information that the DM gave you, one of the three options above.

Your program (a client) will now try and connect to the DM (running the server).  Assuming that you entered the correct connection information.  Try to remember what user name you used.  It all will be saved on the screen and if the same next time you can just click what you last used.  Your DM can fix it if you change user names, but your character is “owned” by your user name.

There are a lot of Youtube Videos and Wiki entries that shows you how to play and if your DM is experienced, they will help you learn the program.  Let me give a few top level tips here, but this is about getting started, not using the program.

The UI of the program is unusual and it does not look or act like a standard Windows (or Mac OS) program.  It takes a little getting used to, but playing is much easier than being the DM and there is not as much to learn.

The first thing you will find is that right clicking will bring up a circular or “radial” menu.  There will be a center “spoke” and symbols around it.  Hovering over the symbol should bring up a tool tip.  Clicking the symbol activates it.  Clicking the center spoke closes the menu.

To enter ability scores, you need to hover the “hand” pointer over the space and then type.  Follow this specific order:

  1. Enter your ability scores.
  2. Then drag your race into the race spot.
  3. Then drag your class to the class spot. You will level up later by dragging the class here again.

Please note that if you start adding and subtracting races or manually changing numbers, the program may not calculate all the bonuses correctly.

Look for what looks like little magnifying glasses.  Clicking them often opens up more fields for input.

Either find an image before you connect or do an image search once you make your character.  Dragging and dropping the image onto the portrait spot for it will create a token for your character.  There also are portraits included in the game or you can use outside images.

One the right is a series of buttons.  The two most common ones you will use as a player are the combat tracker (top of the button row) and the library (where you will find the rules, like the player’s handbook) available for you to read.

Generally, you can target two ways.  Holding control and clicking on the token or on the entity in the combat tracker will add or remove a target.  I find clicking the combat tracker to be more reliable.

There is no area of effect targeting.  There are “pointers” that can draw the area of effect on the map and then you individually target the appropriate entities.

You attack by the action tab in your character sheet.  Open it up, select the weapon and double click the “to hit” die.  The game should automatically determine if you hit or miss if you targeted before you rolled.  Click the damage die to do damage.

Most of the spells that can be are automated.  Target and either apply the effect or roll to hit or apply damage, whatever is needed.

The bottom left near the chat window has the buttons and space to apply modifiers before you roll.

Holding shift while applying (clicking for) damage makes it a critical.  Normally the game has already done this and it is not needed.

When you are done with your turn, there is a button to click in the combat tracker to move to the next player or NPC.

The DM can roll all initiatives or you can roll your own.  I find it faster for the DM to do it but many players do not like that.

Using hit die to heal is done by clicking the die on your character sheet.

Again, read the detailed wikis or spend a few hours watching the Youtube videos before you first play and your first session will be better.  This is especially good if your whole group is new to Fantasy Grounds.

Have Fun!

These are links to buy the physical (not Fantasy Grounds versions) D&D 5e rule books: Player’s Handbook (Dungeons & Dragons) Monster Manual (D&D Core Rulebook) Dungeon Master’s Guide (D&D Core Rulebook)

CFO Pay

One question I get pretty often from people starting in Finance as a career is how much does a CFO get paid, and how do you make sure you are getting enough.  In many ways, that is a very puzzling question to me.  In a US-listed public company (not a foreign private issuer), executive pay is public and normally can be found in the proxy statement that is filed annually.  So it is no secret what CFOs get paid, everything is laid out in their contract (material contract and a copy is filed with the SEC) plus broken down in some detail in the proxy statement.

These are my general rules on pay and they really apply to every position, not just CFO, but I will use CFO as my example.

No one will take care of your pay except for you and you will only get what you negotiate for.  Hoping that you’re doing a good job and that the pay will just be adjusted accordingly is a false hope.  You need to be your own advocate here.  Maybe your boss needs to carry it to the compensation committee.  Maybe the head of HR needs to go argue on your behalf with your boss.  Whatever the case, if you are not making sure that more pay is needed, chances are good that nothing special will happen.

The best and only clear time to negotiate is before you accept the job during the hiring process.  Once you are on board, it will become much harder.  You need to know what a fair price for the position is.  You need to know what you would accept to take the job.  You need to negotiate for that up front.  Some negotiation is not only expected, if you do not, it may hurt their perception of you as a good Finance leader as they may wonder what you will do as CFO.

Most companies are not interested in hiring a leader that is too mercenary and you run a risk of being too demanding and setting yourself up to fail from the very beginning.  This needs to balance with the point above about the best time to negotiate is when you are being hired.  It is my view that there is more to life than being paid cash and the opportunity to learn and to work with a good team is important.  I also do not get paid as much as some of my peers and their setting a higher bar up front never seemed to hurt them, so I might be wrong there.

There are a few immediate sources of what pay you should be expecting.  The first is the proxy statements of the hiring company and its peers.  Look at what the CFO you are replacing received.  Look at what peers or companies of similar size and complexity are getting paid.  That will set a baseline.  The second source is the recruiter that approached you (assuming that is how you heard of the opportunity).  You need to keep in mind that their client is the hiring company, but they also play a role in setting the right expectations with the company.  Don’t be afraid to be upfront with what you are making now, they deal with attracting talent as a living, they are used to that type of discussion.  If what you want is too much, they will tell you.  If you are asking for too little, then you did not do your homework and maybe lack some confidence.

Once you are set on the base salary, you need to make sure the bonus is appropriate.  The same two sources you used for salary are good for this as well.  You should not only focus on the base bonus, you need to understand when it will be paid and in what circumstances it will be larger than base.  My normal expectation is that by working hard, 80% of base bonus should be very achievable.  As I have worked in several turnarounds, there have been years when no bonus was paid.  Again, it might be somewhat of a failing in my views as I have always accepted the same targets as the other team members when I have started.  Quite often the company is having a bad year and that is why they are changing CFOs and that approach means zero bonus for me as that is what the existing team is getting.  It is not uncommon to negotiate for a set bonus for the first year.  In many cases you would earn a good one if you stayed where you are and part of recruitment is overcoming such obstacles, so the hiring company often will make you whole.

The final “pay” part is the equity you will receive.  This is a question of how much the initial amount is, what can you expect on an annual basis and will you receive stock options or restricted share units.  You certainly should try to be made whole for whatever you would give up to join the new company.  You probably cannot replace the vesting, but the value should be on the table for negotiation.  Annual grants are important.  Over time, your base pay and your bonus will help to let you pay your mortgage, pay for your kids to go to school and save for retirement, but it is unlikely to change your life.  Stock compensation can change your life.

The normal choice between RSU and Options is certainty versus upside.  You really cannot control the overall stock market and there always is a risk that you do well but the stock cannot perform well because of general market conditions.  In that case, RSU are much better as payment, even if smaller, is at least going to happen.  Sometimes you are not doing all that well but the market takes off and your stock moves with it.  In that case, Options end up much better.

In the long run, as a responsible CFO you should tend to prefer RSU as dilution is smaller and expenses are more certain and predictable.  For pay, if the company is stable and growing then RSU will give you certain return.  If you are doing a turnaround and you want the biggest pay you can get, then Options have the most possibility.

One smaller item to consider is retirement savings.  I am sure that you will save the most you can into the 401(k), so any matching is a plus.  You also need to understand if the plan is top heavy and what happens if executives cannot save via the plan.

The pay factors to consider do not end with salary, bonus and equity.  Pay attention to the complete package and the contract they are offering you.  Vacation time is important.  You do not want to have a seniority-based system where you start with one or two weeks like any other new employee and only increase the longer you are there.  Clauses like this tend to be boilerplate and the same for all new hires and you need to pay attention to it.

You also need to pay attention to the severance clauses.  In the USA, at will contracts are typical.  So you need some protection if you are let go without cause.  It takes a while to find a senior management job and you should negotiate a buffer.  Look at what the comparable are as in all other pay items, but 6 months is about as little as I would accept and one year is not unusual.  Change of control clauses are usually somewhat linked to severance clauses.  Make sure you understand what the standard equity programs give all participants if there is a change of control.  If your equity does not vest on change of control, then try to at least have it vest if you are let go as a result of a change of control.  If your company is being bought they probably do not need another CFO and you are likely to be let go.  So make sure you are protected here.

Make sure there is a clear “Good Reason” clause in your contract that would be triggered and your severance pay become due for several usual circumstances.  For example, a forced move over 50 miles because your place of employment is changing, a drop it title or responsibility or a drop in pay, all of these are typical “good reason” clauses and you should make sure that you are protected.

Your contract will probably contain many clauses restricting your ability to compete if you leave, stopping you from hiring co-workers, making anything invented while you are there company property and defining what is considered to be confidential information.  Many of these are boilerplate and in most employment contracts for the new employees of the company.  Make sure that the requests are reasonable.

Finally, look at miscellaneous items like travel policies, restrictions on you being a Board member at another company and other anti- “moonlighting” clauses.

You would be well served to have a lawyer, especially a lawyer experienced working with employment law and employment contracts review your contract before you sign.  Make sure you understand what you are being asked to sign and that it is worded properly so that you are protected.

That really is all the top level advice I have on CFO pay.  Knowing what the market price and standard terms and conditions are is the most important.  The rest will come down to your ability and just how attractive you really are to the company trying to hire you.

My Technology Life – An Update

I recently built myself a new computer after using the last one for almost 5 years.  My old computer was able to run all the programs I had without any real issues, but it was slowly getting more unstable over time, and the update to Windows 10 had been rough.

The Computer

This time I wanted to build a computer that could run the latest virtual reality headsets and I wanted to have something that again would last me quite a while.  I typically buy the second fastest consumer CPU that is available as the fastest is normally at a high premium in cost but with little extra speed, but the Intel 6700K had finally come down to suggested retail price.  I wanted the modern chipset that went with it so something on the Z170 chipset was what I looked for in a motherboard.  My timing was not that great for a video card in that both NVIDIA and AMD were about to release their latest generation, so I actually waited over a month after buying the rest of my components before fully setting the computer up.  The motherboard did have built in graphics and the CPU did as well, so I was able to test everything except for the new card.

I will make two observations.  The first is that I have always felt it important to be agnostic about brands when making choices on most of the components.  Years ago there was a great deal of variety in motherboards and how features were implemented on them.  Today, the two main CPU makers (Intel and AMD) release a new chipset with each new CPU generation and that chipset is very full featured.  I have almost always used Intel CPUs because for many years, they have been the best performing.  AMD often wins on the cost to performance basis, but it has been quite a while since they have had a chip that can compete for pure performance.  I did build an AMD-based computer a few computers ago because that generation they did have the best CPU.

CPUs are fairly quiet, but there often are techie “holy wars’ over video cards.  I admit to have fought a little in them back when 3DFX and their voodoo chips revolutionized 3D, but I got over it.  Now I just buy the card that I think does the best for me.  The two main graphics processor unit (GPU) providers are NVIDIA and AMD (they bought ATI years ago).  My last generation computer has an AMD video card (a 370) and that was based on AMD having better multi-monitor technology at the time as I like running 3 monitors.  There are edge cases where AMD has had better chips, but for the most part, NVIDIA has had the highest performing chips for a while.

Unlike CPUs, the price jump to the most powerful GPU to the second best is still enormous and unless you really are a power gamer or power user, there is little need to get the best GPU.  For the computer I just built, I ended up with an NVIDIA 1070 based video card (the board maker was MSI).  I had considered the AMD RX 480 as it was a lot less expensive, but the demand was so high that cards were hard to find and the custom cards had not come out yet.  So I went with the 1070.

I could write pages and pages on the latest and greatest differences between the board makers and the different CPU and GPU you could choose, but this blog entry will exist for a long time and tech sites are always much more current (I go to anandtech.com but ownership changes have made it less useful in the last year).  So I will give some more general observations.

The premium priced components in the consumer space are all aimed at gamers.  This tends to result in multi-color LED lights and a black (and usually red highlights) color scheme.  There actually is very little value add from what I can tell from my research for the extra price you pay.  There certainly is much less bang for the buck.  The video card I bought is branded as an MSI “gaming” card and it looks nice but does not really offer any performance improvements over non-gaming cards.

Motherboards are similar.  The Z170 chipset has plenty of solid boards that cost around $150 (can be found for less during sales).  You can spend $250 to $300 and just get a few extra bells and whistles that you may never use.

One final comment, if you build the computer yourself, be prepared to troubleshoot yourself and to have to refresh your knowledge.  I had a faulty power supply and it took me quite a while to track the problem down.  Google and technology forums are your friends here.

This is the system I ended up putting together:

Intel Skylake Core i7-6700K
– the fastest CPU currently available. Depending on luck, can be overclocked a fair amount
Cooler Master Hyper 212 EVO – CPU Cooler with 120 mm PWM Fan
– One of the bestselling coolers. Quite tall, was interesting to install
ASUS Z710 – AR
– all of the modern features of the chipset and none of the “gamer” bells and whistles that jack up the price. PCI-e sharing (which is common for the chipset) so might be a concern for dual GPU use but I plan on only using one GPU.
GPU – MSI Gamer NVIDIA GTX 1070.  As I mentioned, both the main GPU companies just released new cards and it is hard to find cards priced at regular retail prices.

G.SKILL TridentZ Series 16GB (2 x 8GB) 288-Pin DDR4 SDRAM DDR4 3733 (PC4 29800)
– this is actually somewhat of a waste. Super-fast RAM that I probably would not need and I could of gone down a few notches in speed and double the amount for the same price as I will not heavily overclock
CM Storm Scout 2 Advanced – Gaming Mid Tower Computer Case with Carrying Handle and Windowed Side Panel – Black
– This is an updated version of the case I have been using the past 5 years. Roomy and has a handle on top which comes in handy more often than not. Plenty of room for fans, and a good front panel for USB
Antec 750 Gamer power supply.  I originally had a corsair power supply but it was faulty.
– Should be way more power than I need, especially if I do not have 2 x GPU
SAMSUNG 950 PRO M.2 256GB PCI-Express 3.0 x4 NVMe Internal Solid State Drive (SSD)
– Very fast SSD (motherboard supported) that will be my boot drive and will have some applications on it
Mushkin Enhanced Reactor 2.5″ 256GB SATA III MLC Internal Solid State Drive (SSD)
– Secondary SSD for often accessed files and other applications
Seagate 3TB Desktop HDD SATA 6Gb/s 64MB Cache 3.5-Inch Internal Bare Drive
– Should be plenty of room, especially since I have a 16TB NAS
LG Black 16X BD-R 2X BD-RE 16X DVD+R 5X DVD-RAM 12X BD-ROM 4MB Cache SATA Blu-ray Burner
– I debated if I really needed an optical drive and finally decided to get one as I can see myself watching movies on the computer and I have a lot of Blueray disks (PS4 is my main player)
Razer BlackWidow Ultimate Stealth 2016 – Backlit Quiet Mechanical Gaming Keyboard with 10 Key Rollover
– Decided to try a mechanical keyboard. These have Razer designed mechanisms, not sure if as good as Cherry-MX switches. Quieter version.
Logitech G600MMO Gaming Mouse – Black
– Will move over from my existing computer. I do not use all the buttons and may look at another mouse

VR Headset

The latest technology that is just starting to go mainstream is Virtual Reality.  There are two main contenders for the headset market right now – the Oculus Rift (which is backed by Facebook) and the HTC Vive which has teamed up with Steam (owned by a company called Valve and the main marketplace to buy PC games online).

If I had to sum up the main differences between the two headsets, I would say that the HTC Vive comes with two controllers and can be used standing and moving (called room-scale) and sitting down while the Oculus Rift is mainly meant to be used sitting down and does not as of now come with VR controllers.  The Vive has a lot more content available for it now, but many programs are made for both headsets and there are not many non-game programs available.

I got to try out the Vive at uploadvr.com ‘ s offices in San Francisco when I was there for a meeting with a McGill University representative who wanted me to help in their entrepreneur program.  I had read that the room-scale made a big difference and when I tried it out I agreed.

The experience in both headsets is pretty good and you do really get a sense of immersion far beyond what looking at a screen will give you.  The Oculus Rift is about $600 and the HTC Vive is about $800, but the Vive comes with two controllers and two sensor boxes that enable the room scale VR.

I picked the HTC Vive as it has more software available today and because the built in ability to move around instead of just sitting down sold me on the system.  The actual graphics capability is about the same between the two controllers and both are just emerging, so the “best” choice may change rapidly.

I have only used the headset for a few days., so I will hold off on a detailed review, but I can tell you that the base experience lives up to the hype.

I am waiting to see what non-game uses there are for the headsets.  There is a fair bit of work being done to develop approaches and applications for the virtual world the headsets put you into that make it useful for non-games, but there are not that many real life examples yet.  I will be attending a meeting on that topic in a few weeks and will update and right a new blog after I have more information.

Getting the headset to work was somewhat of a struggle and the programs are all new and very much “early access”, so I hesitate to recommend it for everyone, but it has been quite fun so far.  One of my friends brought his young son over (son is around 10 years old) and the son was fascinated with the headset and wore it for hours.

3D Printing

As I mentioned in an earlier blog, 3D Printers are technology that is still not quite ready for mainstream use.  They still take a lot of fiddling with to get to work well and consistently and you need to be comfortable with at least some light mechanical work.  I recently bought another 3D printer, the Wanhao Duplicator 6.  It is over twice the price of the Wanhao Duplicator i3 I started with (and that is an excellent starter machine), but it is much more capable as well.  I will do an update just on the new printer and what I have learned since I bought my first one.  This update will include using a raspberry pi mini-computer to remotely control and monitor the printer.

The raspberry pi mini-computer part of my coming update will be extensive as well.  Quite remarkable what you get for around $50.

Why Bother?

This is a blog on being a CFO and I usually have Tuesdays are purer “CFO” topics and Thursdays are where my occasional other blogs show up.  So you may be wondering why I am writing on building a PC or VR headsets or 3D printers.

My reasons are quite simple – career growth and personal growth.  I live in the Silicon Valley area and there is a lot of interest in the technology around computers, VR and 3D Printers.  More and more, companies are looking for CFOs that are more than just the accounting and numbers person.  IF I don’t expand my mind and learn by doing in areas like this, then how can I be credible when I claim to be a good fit for a technology company CFO role?

I get personal satisfaction on learning new things, but with the competition out there today, I really think that you need to keep actively learning.  If you stop and rest on your laurels, you will be passed by.  I often have had staff ask me how I got to know our company’s products, and it is the same drive that makes me want to understand VR Headsets that made me dig into how electricity comes from a solar panel.

So try not to dismiss other people trying to learn and very importantly, encourage your staff to do so.

 

 

Basic Information Security

If you are a CFO, you will be carrying a lot of confidential information with you, you will have a lot in your office, and your email and messaging system will be full of material, non-public information. If you want to save yourself from embarrassing leaks, at least practice some very basic security measures.

The very first step you need to do is become aware of the fact that risk exists. You’re reading this blog entry, so you must care enough. I cannot cover every single possible example in a simple blog entry, but I will try and do at least a grand overview of the biggest holes and issues you may face. I will be broader than just IT, but almost everything we do today comes from some digital source.

Before I go into my review, it is impossible to fully secure a typical commercial establishment against very sophisticated resources. If you have drawn the attention of national spy agencies or very skilled criminal groups, then you will be under even greater threat. Encryption is not even the most reliable option as there is reasonable evidence that the algorithms at the heart of most publicly available encryption were designed and seeded in such a way that agencies like the NSA could break it. Just because you cannot reasonably expect to always be able to stop such threats does not mean you should not make it harder for the average threat to get through.

Physical security

Even if you are very modern and rely heavily on computers, you will generate a fair amount of paper. I personally also carry around a moleskin notebook (the small size) which I use to quickly jot down notes in meetings. All of this paper is a potential leak.

Close to earnings reports, you will almost for sure have financial statement drafts and drafts of your press release printed out. Not just you, your Controller and your consolidation staff, your Investor Relations staff and your auditors and lawyers probably have advance copies. You need to try and not make it trivial to get access to the information. This starts with controlling access to the paper.

Before you start feeling smug about the receptionist and the locks on your office doors, think a little more broadly. It is an almost certainty that cleaning staff and security staff have master keys to enter any office. Many of these are even outside contractors. You also are probably having meetings in your “secure” office during the day, sometimes with outside vendors. If you leave sensitive copies on your desk or just casually toss drafts into your regular garbage, you are exposing yourself to more risk than you should be.

The measures to take are simple. Unless you are working on the pages, at least keep them turned over. If you are throwing out a draft, shred it or put into into a controlled container that will be shredded. Lock papers away in your desk out of sight when you leave for the day. If you are traveling with a paper draft, then be very sure and paranoid about their location and do not leave them easily accessible in your hotel room.

One final area of physical security you should worry about is either reading them on a screen (or paper form) in public places. In particular, in an enclosed space such as an airport, on an airplane or a train station or on a train. Most of my travel is business travel and I tend to have lounge access and if I am not sitting in business class, then I am up front in the more comfortable coach seats. All around me are other businessmen and I can tell you from personal experience that it is very easy to read other people’s screens without even meaning to or making an effort to. The same goes to overhearing phone conversations, so many people talking on their phone use headsets and really have no idea just how loud their voice is (and my natural speaking voice is pretty loud). There are privacy films that can be used on laptop screens that greatly reduce the viewing angle and you can be cautious about how you tilt or otherwise position your screen (likely to be a tablet or phone as well these days). Keep your phone face down to turn off the message preview. Use code words for transactions.

Social engineering

The second big danger that your company will face from a determined attacker is what is called social engineering. Social engineering is an attack that focuses on what. Is often the weakest part of a company’s security – the employees. It is remarkable what someone who is confident and expresses themselves well can convince employees to do. A call into your admin from some one claiming to be from IT that needs access to your account to do testing or upgrades can result in your password being given out. In one of my recent jobs, I received several emails a month that claimed to be from my boss requesting that a wire transfer be sent. You would think that such an attempt would never work, but actually fraud of this nature is already costing companies billions of dollars.

I want you to think about that. A simple spoofed email is allowing criminals to steal billions of dollars from companies. This is not a sophisticated and highly technical virus or exploit, this is a simple plain test email requesting that money get sent. The same type of scam is done on a smaller scale targeting elders via a phone call claiming that a family member is in trouble and needs an urgent wire transfer, but a phone call is not even needed in some cases.

The only defense to this is training and awareness that it will be attempted. No one will fall for such a scam if they know it could happen and have their defenses engaged at all, so make sure your staff is aware. I would alert my Treasury team occasionally about the emails I was receiving and warn my boss as well. Our IT team tried to modify our spam filter to catch more of those emails, but they are not the easiest to screen out without catching too many other emails.

Remember that criminals know that a few people have access to earnings releases and other highly sensitive documents and that you are one of those people. Plan accordingly and keep your guard up. Do not give out your password. Don’t open attachments in email from people you do not know and make sure that even people you do know are not sending you executable files. All the hard work your IT team does in securing your system can be undone in an instant if employees open up attachments without thinking. In general, opening up emails on your phone or tablet instead of your laptop is a little safer, but smart phones can be compromised and it is not a sure thing. Even the iPhone with a curated App Store had malicious code inserted on a mass scale from programmers in China using unauthorized tools they were able to download faster than the official tools.

Passwords

Don’t use simple and easy to guess passwords and don’t write your passwords down where they are accessible. Make sure that your browser does not remember and autofill crucial passwords like those you use for banking.

In general, a phrase consisting of two words, at least one character in CAPS and a number and a special character makes your password much stronger and harder to break. It also makes it easier to memorize if you use a phrase. Try and change your passwords occasionally and don’t use facts like your birthday or family member names that can be easily researched online, especially in today’s open, social media filled world.

Let me say this again, don’t write your password down. If IT has a system of generating impossible to remember passwords under the mistaken assumption that nonsense characters are best, push back on that. All it leads to is post-it notes with the password written down and that allows the cleaning lady full access when no one else is in the building.

WIFI networks

When you travel, it is quite common to connect to hotel and other shared networks, like in airports. Everything you transmit is open and public. Most websites and email systems do encrypt passwords and other sensitive information, but many do not and not everything will be protected. Use a VPN (virtual private network) where you can. Otherwise, assume that what you share over the Internet can be read by any determined person on the network. Not that they need to as you are typing in plain sight and talking loudly on your cell phone.

Home router and home network

Have you ever updated the firmware on your home router? How about setting the default user ID and password to something else? The security cameras in your house, you realize that they often have mini-web servers embedded into them and they all have default user ID and passwords as well?

Maybe you’re just the CFO of a small company and it really does not matter, but maybe you’re not and it does matter. It usually is pretty trivial to find out where people live. Wifi does not stop at your house walls (or apartment walls) and if they can get onto your network you might as well be on a public network.

Same for the Network Attached Storage I suggested you buy in an earlier blog. They are all Linux based and quite a few have had massive security flaws. So all the documents you store there can be vulnerable, especially if you open it up so you can use it from outside your home.

Anti-virus software

I think that a good firewall (usually the router is the best line of defense for that) is important and not opening strange attachments is second on the list, but make sure that you have some defenses against virus attacks on your computer. Remember that you probably have kids and they may not understand the risks, especially when they are younger. So they can get their PC infected and since they are on your home network, you are at risk as well.

IT Policy and Awareness

As much as you might think that your IT team is on top of typical threats, it really depends. The more central control your IT department asserts, the less likely you are vulnerable to non-standard equipment but the more vulnerable you are to specific exploits that no one will have defenses against. As super restrictive policy will almost always result in individual employees rebelling and then your security becomes a factor of your least prepared employee.

IT is also especially vulnerable to social engineering and they control and know the master passwords and access onto your networks. If you are not running IT (as many CFO’s do), then make sure that security is discussed somewhat often at the leadership level.

Where to read more detailed information?

Budget an hour. Go here: https://www.us-cert.gov/ncas/tips and read the topics that interest you.

Oops, there was a leak

Consult your lawyers.  If material, non-public information was leaked, you probably have to do a press release under Reg FD.  If private employee of customer information was stolen, you probably have other serious disclosure obligations.

Book Review – The Greatest Knight

This is one of my infrequent book reviews where I make a recommendation on a book you could enjoy on a trip you are about to take. I try and recommend lighter and easier to enjoy books and I provide a link to the book on Amazon.com in kindle format in my reviews so you can download it right away if you are reading this in an airport and are interested. I actually use Audible.com a fair bit and listen too books when driving or traveling (link is also below), but I find reading more efficient and I still read 4-5 books a month.

For those that access my blog via a computer or other device that has a full browser that shows the full site, you will notice that I have a statue of a knight as my banner image across the top. That knight is William Marshal and I recently finished a book called “The Greatest Knight:The Remarkable Life of William Marshal” that tells his story. The book is written by Thomas Asbridge, a noted historian who has written several other books on the Crusades.

William Marshal was a younger son of a minor noble in England. Born in 1146, he lived in the era of Henry II of England and Eleanor of Aquitaine and he served both of them and their sons, Henry, Richard the Lionhearted and John (the king who was so terrible that no other British King has been named John since), and finally as Regent for John’s son Henry who became Henry III of England. He died around the age of 72 in 1219. He was almost killed at the age of by King Steven when his father had given him up as a hostage to the King and then promptly broke his word. When King Steven threatened to kill him, William’s father told him to go ahead, saying ‘I still have the hammer and anvil with witch to forge still more and better sons.” King Steven decided to spare him and he went on to have a remarkable career.

Asbridge bases his book on a book dating from just after William’s death called “The History of William Marshal” which was commissioned by his family and disappeared from history only to be recovered in the very late 1800’s. The advantage of this source material compared to other histories of the time is that it was not written by the clergy and it represents the point of view of the nobles and knightly class who had very different goals than the Church.

Hostage, youngest son, poor knight, servant of kings and the realm, tournament champion, the story of William Marshal and his time is very interesting. The book moves along at a good pace and paints pictures with enough detail that the important facts are clear but not so detailed that it gets bogged down.

William Marshal was so deeply involved in British history from the 1160’s to 1219, and so much happened then that the writer easily could have fallen deeply into various rabbit holes and bogged the story down. Fortunately this does not happen. Instead, a vivid and engaging story of the greatest knight is told and by the end the reader is left with no doubt as to why the title applies to William Marshal. He not only was a great warrior, he was a key person behind the Magna Carta which is considered to be a significant constitutional document for England and thus for much of the Western world.

If I had to sum up the lesson that William Marshal can teach us today, it is that being true to your word and duties, even when difficult, is the right course of action. Several times during his life he had to choose between duty to his King or an easier path that would lead to more immediate, material reward. In every case, William chose duty and loyalty. That is not to say he liked his King in all cases (he did not appear to like John at all) but he still knew what his duty was and made the difficulty but right choice every day.

The author fills in the historical details of people and places when needed, but he does not get in the way of this rags to riches story. William started off almost penniless and ended as one of the most powerful and richest men in England. He was a sports star of his day, a noted and respected tournament champion and he also was a feared and renowned warrior. He inspired great personal loyalty in his friends and allies and they were steadfast in their support of him.

I recommend the book. The story is interesting and well written. The history of those times is fascinating. And the main focus, William, is deserving of his fame. What would William Marshal do?

The Greatest Knight (Kindle)

Mergers and Acquisitions – Part 3 – Afterwards

Part 1 explained the reasons why to do an M&A transaction (https://mgpotter.com/mergers-and-acquisitions-part-1-why/). Part 2 was on how to do it (https://mgpotter.com/mergers-and-acquisitions-part-2-how/). This blog will discuss what to do after the deal has closed. Each step of the process has the potential to result in a bad M&A, but what you do afterwards can turn a good idea into a mediocre one.

The two most important goals post transaction are integration and synergy recognition. There are post deal closing details that also need some attention, but those are mainly just after effects of the deal and PSA and financing process. Poorly integrated acquisitions can drag results down for years and cause internal divisions and fights. Poor integration also can spill over to recognition of the synergies that were expected. It is hard to recover from a deal that should not have been done (failure in the Why? stage) or a deal where you paid too much for it or were saddled with a bad Purchase/Sales Agreement (failure in the How? Process), but you can make a bad situation worse by not executing well after the transaction closes.

After the deal closes, there is a whole flurry of mainly admin items that need to get completed and, in many deals, the deal team vanishes or disbands and the regular staff and processes need to take over. This can expose a flaw in the previous steps – if you do not coordinate with the mainstream business people, then they will get a transaction dumped on their laps without the right background and details and they will get it wrong. The deal team needs to have a clear responsibility to cleanly hand over the deal to the the business as part of their deliverables.

Once you own what was bought, you need to account for it in your books. GAAP gives you up to a year to correct the accounting based on better information, but it is expected you get it right the first time, or at least very close. You also need to tie the accounting process into any post closing adjustments based on the target balance sheet and the actual closing balance sheet. In doing the accounting, your reporting team will be reviewing the accounts that are coming over and their basis under GAAP. This should have been a due diligence topic up front, but a properly written PSA will help if you find errors after the deal closes.

If you ran a financing process to pay for the M&A transaction, there might be post closing deliverables and covenants that need to be reported on and met. This is common, and the deal and financing team needs to make sure there is a clean hand-off and that the expectations are well known and planned for.

Integration

You not only have to do the initial accounting for the acquisition, you will need to account for the new business on an on-going basis. If you are a public company, you can get up to one year before the new business you bought needs to be Sarbanes-Oxley compliant, but if the target was not already a public company and subject the the auditing and reporting requirements that come along with this, then you will need to make sure that the existing staff is large enough and technically proficient enough. Accounting and reporting is normally one of the leading functions in an integration process because of the immediate reporting needs, but if this is the only integration you have planned, you will have a failed transaction.
Integration

I joined a company earlier in my career that was the product of many acquisitions, and the sub-companies were also the products of previous acquisition strategies. While working in the audit group, it was easy to see failed integration all across the company. You could instantly tell which previous company the business unit belonged to because the chart of accounts retained the same numbering scheme and the same account names. Job titles varied based on what company the business used to belong to and the different brand and company names were still used and not in a coordinated way. Our pretty new CEO (who was excellent) received even greater accolades for cleaning that problem up and saved a lot of money and finally achieved synergies that had been expected for decades in some cases. Don’t let that happen to you as a result of your M&A process.

The two most obvious places to start integration is the senior management and the company name. If you do not touch either of them, you not only are sending a message that they are not part of you, you will also bear additional expenses for the infrastructure both represent. Most business acquisitions should be done with the plane of you placing one or more senior mangement staff into the newly acquired business to run it. The three key positions to consider for this are the CEO role, the CFO role and HR. Without one or more of these positions being rapidly replaced by staff of your company, you risk ending up with a separate culture and you increase the risk of an “us vs. them” split developing.

I generally suggest changing the company name as well. It is a very public and visible sign that things have changed and you do not risk confusion in the market place about what is happening with the company after the transaction. There may be product brand names that have value, especially if the transaction is moving you into a business or country/region that you have not been in before, but that is not a typical occurrence. This does not always have to be a one-way change, maybe your own company name needs refreshing and a major M&A transaction will provide an opportunity for a rebranding event, but having many names in the market can be confusing. Even if you keep a brand name active, the actual company name can be changed.

You need to normalize the position naming conventions and the bonus and other pay conventions as well. If you buy a smaller company, many of the employees that come over from the transaction will have very inflated titles compared to the reality in the new company. Incentives usually drive behavior and you need to make sure that the targets align with what the new, combined company should be working on. Obviously, changing titles and pay can be very emotional to the people effected, but emotions will be high anyways because of the acquisition.

Reducing staff will be a key synergy item and you should do it as quickly as possible after the transaction closes. The longer you wait the harder it is to do. If done at or just after the close of the transaction, you reduce the personal nature of the cuts and you get them behind you as soon as possible.

The integration should be planned in advance and there should be a team set up with people from your company and the acquired company. I have done this process with and without an outside consultant. In my experience, an outside consultant helps here as in can reduce some of the emotional focus away from the acquiring company cutting to it just being a process where both sides are listened to. In reality, the consultant works for who is paying for them, but a good one will add balance and experience from prior transactions that you may simply not have.

You need to drive the integration all the way through the systems and vendors used by both companies. It is inefficient to use two different ERP vendors for too long. You should look carefully at both ERP systems and pick the best one, not just default to the acquiring company’s system, but you need to make the decision quickly and get a plan moving and then execute. You need to consolidate insurance coverage, typical hotel and airline partners, auditors and tax advisors, all the standard spending. Their may be very big savings from raw material suppliers and this needs to be integrated ASAP. You start a race against a short clock in this process because you have a lot of momentum when a transaction closes and you risk normal business distractions if you wait too long.

Synergies

Synergies are expected cost reductions and additional revenue opportunities that come with the transaction. Turning these plans into reality can make the difference between a failed or lackluster transaction and a successful one. Like integration, speed matters and it should be planned in advance. I recommend that the person running the deal team not be the one to run the synergies planning as you need to execute quickly and getting the deal closed is typically too intense at the end and you could lose valuable weeks.

As I discussed in the integration section above, synergies mean reductions in staff and you should do that as quickly as possible. A well executed plan will have some happening when the transaction closes and the rest very quickly afterwards. You need to come in and let the people go in an efficient and respectful manner. Imagine that you were in the same position as they were. No one appreciates being kept in limbo and no one wants to be given false hope and then let go anyways once some task is done. It has been my experience that people are very accepting of an M&A transaction triggering a layoff as it is not personal. They also are accepting of short term assignments as part of the integration with separation at the end of the assignment.

You need to be very thorough and remove all the duplications you can as soon as possible. If you bought another public company, you need to streamline the extra admin cost that comes with being a public company. You also need to quickly review the management teams and staffing and reduce everything to one CxO for each function. Review everything and have clear goals for the savings you expect from operations efficiencies, including supply chain rationalization and economies of scale. If there are redundant factories, arrange the closing and consolidation to happen ASAP. Speed is important to capture the momentum that comes from closing the deal and there already should have been at least a preliminary plan before the deal closed.

There probably are a lot of synergies in the sales and marketing area. The trickiest one is any increased revenue you expect from the deal. If you expected to sell their products through your channels (or vice versa or even both ways), make sure this starts happening as soon as the deal closes. Marketing materials should be planned in advance and maybe even prepared in advance. The close of the M&A will create news in the marketplace and you need to take advantage of it right away. There usually is a fair amount of redundancy in the sales forces as well and this needs to be rationalized right away. If a customer will be transitioned from one sales person to another, it should happen quickly as to avoid confusion. Make sure the process does not automatically select the staff from your company. Ensure that the best sales person is kept.

IT systems are hard to switch over right when the transaction closes, but you should try and standardize quickly and have a process working to move to the new standard across all the company. I have been involved in several transactions where the systems in the acquisition were better than the ones in the acquiring company and the switch went that way. This is an area where an outside consultant doing an objective review can really help.

Part of capturing synergies is making sure the negatives of the merger that were identified in the valuation process do not happen. If there were risks identified, have people making sure that the risks do not turn into reality. Consolidate the new business into your risk management process. Review insurance needs and make sure that it is both adequate after the M&A transaction and that you do not duplicate insurance coverage.

You’ll need a lot of help from your HR function as eliminating duplication and realigning reporting is a core part of their function. They will have to do a lot of work in pay and benefits as well and there probably will be some recruiting that will be needed as unexpected resignations occur.

There is enough additional work in capturing synergies and integrating the new business that I usually suggest that you hire an outside consultant to help. The typical company does not have sufficient experience in this process and it is a short term (3-6 months) assignment. You need to make sure that you find a qualified consultant, and your accountants or lawyers might know of ones they have worked with in the past. You also gain some impartiality in the process which can help employees accept that the chance is logical versus being imposed by the acquiring company without fully considering the merits of what was acquired. Even help in keeping an aggressive schedule would be a big benefit if the outside consultant can deliver it.

At the end of this process, make sure you measure the results compared to your expectations and some synergies and integration will stretch over 2-3 years and you do need a process to follow there.


Here a few books that I have read that helped me in the past.

M&A Integration: How to Do it

Mergers and Acquisitions Integration Handbook

 

Mergers and Acquisitions – part 2 – How?

This is part 2 of my three part M&A process overview. Part 1 is Why? and Part 3 is Afterwards. This blog will focus on how to actually do the M&A transaction and run the process. I will mainly discuss buying but will also have some discussion on selling as for every buyer there needs to be a seller, but there usually are more than one interested potential buyers so generally there are more people working buy processes than selling processes. I will assume at this point you have reached the end of the Why? stage and have concluded that the transaction makes sense and you want to actually move into execution mode. The level and intensity of internal effort will now jump. You probably also will need some external resources and this is where having a good relationship with your investment bankers will help. Typically you also use an external law firm as well to help with the Purchase/Sales Agreement unless you have either the right internal legal resource or a big enough team that they can handle the extra work. Remember that your Legal team can review a draft of the contract but they will need specific direction on what the transaction and business risks are to make sure you are protected. You will have several processes running at the same time.

The Why? step gave a basic value range, but the transaction step requires a lot more substantive analysis. You need to establish how you will pay for the transaction, so a financing process will start running. You need a business and legal due diligence process. You need to research the accounting implications of the proposed process. As the deal advances and becomes more certain, you need a team to start up to develop the integration and synergies realization plan. You will be running an intensive contract process with Legal leading it with the input of the business leaders. This is a lot of work and usually deadlines are pretty tight.

I can tell you right now that you need someone to quarterback the administrative part of your process that is good and can keep everyone on track to hit deadlines. There will be a lot of processes that all with have different due dates and lots and lots of meetings and reports due. I do not suggest that you try and run this all yourself. Much better to have someone specifically in charge of this. I have been fortunate to have had several excellent people that have done this for me on past deals (my last executive admin and my last Controller were both huge helps to me), and you need to make sure you have someone you can trust doing this.

Analysis process

This is the central process and the result is what you would be willing to pay for the acquisition. All the other processes feed into this central process and the timing is important as you eventually will hit a bid deadline and need to make a firm commitment. Valuation is almost always calculated in a discounted cash flow model with auxiliary EBITDA multiples as well. Usually before and after synergies and with a discount rate range to test the effect on changing assumptions there. It will end up being a large and complicated model and Excel models are easy to make a mistake in. The last deal that I lead, my boss found an error when he stepped through it while trying to understand the value drivers. Make sure you check your model carefully here. You will need to identify potential synergies that could result from the transaction and a plan to make sure they happen. I will discuss that further in part 3.

If you do not have a good internal model or if you have not run such a model before, then this is an excellent item to ask help from one of your bankers. If you have a good relationship, you do not have to formally bring them into the M&A process just for a model. If they start providing real valuation assistance and bidding strategy, then you probably should formally sign them on as an advisor. In my experience, bankers do not have the same detailed industry and business knowledge that you and the management team do, but they do know valuation metrics and what other deals have cleared at much better than you will. If they help in the modeling stage, but not enough to earn a fee and just as part of the relationship, then you owe them a favor. I strongly suggest that you use them in the financing or in another project and make sure that the banker does get paid. This actually can save money in the long run as you do not have to maintain as many staff and everyone on the other side will appreciate the two-way relationship.

Be careful with the Non-disclosure agreement that you are asked to sign as well. I usually push back on the no hiring clauses which are usually too long and be very careful that there are not clauses that attempt to limit your ability to compete. There usually are ridiculous data destruction rules as well. Your legal team will probably catch these issues but you should help them push back as well.

The data in your model should come from the target company and from you team very similar to how you would build up an internal forecast. Sometimes you are making an unsolicited offer and you need to build the model from public information and informed guesses but even then you should reach a point where the other side has opened up and is providing more detailed information. You will need to do scenario analysis where you flex factors like discount rates but also where you flex sales, costs and other assumptions like synergies. This process can help you build your plans for after the transaction and hopefully give you options to follow in case conditions change and you need to change with them to hit or beat your internal targets.

Due Diligence

One branch of the valuation process is due diligence. Although you can protect yourself somewhat in the PSA in the representations and warranties section, it is much better to discover problems before a deal closes than afterwards. As CFO, you will be running the financial and accounting due diligence (DD). You might include outside accountants to help if needed. This DD will concentrate on determining if the accounting policies used by the target are appropriate and diving into various asset classes and liabilities to see if you can find appropriate back-up to see f they are fairly stated. Normally you look at accounts receivable and inventories to make sure they are not overvalued and are real, look at the sales numbers reported to see if there is evidence that they actually happened and in the periods stated, and do a general review to make sure that liabilities are proper. Typically there is a working capital adjustment clause when you are buying a business that will adjust for any differences between the target balance sheet and the actual closing balance sheet, but this process is important anyways as issues here can call in question the basic integrity of the process itself.

One other area of intense focus for financial DD is a review of the current tax position with an emphasis on determining how aggressive they have been in the past and if there is undisclosed potential tax liabilities. This includes liabilities that could be triggered via a change in control.

Another important DD process is legal DD. Exactly what is checked depends on what the transaction is focussed on. For example, in a technology company, you would want to review the current state of patents and look for existing issues and potential issues. Very often a competitor will become more aggressive in asserting patents if they think it can damage a deal that would make a competing company stronger. You also need to carefully review existing employment contracts and if there is a history of employee actions. If you are buying a factory, you need to verify actual ownership. When buying land/development assets, you need to carefully review titles and items like mineral rights and operating permits. Make sure that any patent licenses or mineral rights easements are transferable if there is a change of control. If the asset or business is in a foreign jurisdiction, you need to make sure you understand what the local laws are and if the target is in compliance and if you would remain in compliance if you owned the target. If there is a lot of detail to be checked, you are almost always better off hiring an outside legal firm that specializes in such work. Legal DD can also check if there are any product liability issues that may effect valuation or that need documentation in the agreement.

Linked to the legal DD but its own speciality is environmental and safety DD. If there is land ownership or a factory that is rented, you need to verify that the current or past activities, including activities for past owners, have not created environmental issues. If a previous owner created groundwater contamination, you could end up being liable even if you are quite removed from the entity or person that caused the issue.

If you are buying a factory, then your operations and R&D group should review the asset being considered and give their report on it. This is important because they will have to integrate it into their supply chain and production plans and economies of scale are often a big source of expected synergies. They will also give you good input on the state of the buildings and machines and if there is a lot of additional investment needed (which will change the valuation). The R&D review can reveal under or over investment into R&D, both of which can impact future operations. It also can give an insight into the patent process, in particular how integrated the risk management process is to ensure that patents are not being violated and that reasonable efforts are routinely made to check that. There are many more areas that you could possibly have to run a due diligence process. If you have never run such a process before, try and search and find a checklist to help you.

Financing Process

You can pay for an M&A by cash, shares, assuming debt, or a combination of the three. You can raise the cash through issuing debt or shares, or you can use your own cash on hand. You can also use the cash in your target to help pay for the transaction. The only real difference between M&A related related financing and other financings is the potential time line as it might be compressed to fit a deal deadline. I will not go into too much detail here as various methods of financings are topics in and of themselves, but this is an area where including an investment bank early can give you a head start in getting this closed on time. If you are selling shares or issuing debt, expect the deal to be at least a little bit harder as the market will probably take advantage of the tight deadline and the additional risk to push for higher than the average terms you usually can issue at. Hopefully the reasons why you want to do the deal are compelling.

Closing the deal

Once you are advanced enough in your analysis that you feel that you are confident about the valuation of the target and that you still want it, you need to close the deal. If the target is running a process, there usually is a bid deadline and very often there are two bids. The first bid, early in the process, is a non-binding indicative offer. Eventually there will be the request to make a binding offer. The goal of the non-binding offer is to make the next round (bid higher) and not be too out of line with reality that you are not taken seriously. Once your offer is binding you should be granted exclusivity as soon as you are the “winner”. There is still negotiation to come.

As part of most sales of businesses, there will be a presentation and a question and answer session with the management. This is a chance to evaluate the team you are potentially acquiring, but they will be evaluating you as well. Everyone appreciates honesty. If you foresee that you will be doing lay-offs, including some or all of the management team, telling them that you will not be laying anyone off is counter-productive. They will not believe you and mistrust will be the result. You also need to make sure that only one person is running the “tough” part of the negotiations. I recommend that the manager that will be leading the business be as isolated as possible from being seen as the person that is the “bad cop”.

You want to pay the lowest price you can and still get the deal done (and never more than what the business is worth). That will mean presenting a case in negotiations that explains the lower valuation. It also means making sure the PSA has lots of protection in it for you as the acquirer and that presents as mistrusting the current team who will be assuring you everything is fine. If at all possible, you want them to be arguing for you in the process. I typically have been the deal closer, so that means I am the one that pushes hard with the target and internally to get it closed. Listen to your lawyers. You are paying them a good fee so why ignore their advice. I have been lucky to have a good lawyer on my side for most deals and if your lawyer is stronger, you will often end up with a better deal. Know what are the contract points and the valuation point at which you will walk away from the deal. Have the discipline to do that if needed. A good deal that becomes bad if your PSA does not protect you or if the price is too high cannot become a bad deal. If you can, you want a break fee if the other side walks away. You may have to get your own shareholders to approve and maybe the seller’s shareholders as well. Even if both management teams agree, the deal may not be closed quite yet. If everything goes well, you will close the deal and buy the asset. Congrats. Now the really hard work starts.

Selling an asset or business via M&A

Please think about all the due diligence I discussed above. Think about the presentations and models that are expected to be received. Usually you write the first draft of the purchase/sales agreement, so you need a good lawyer to lead the process. All sorts of different functions from the other side will be making inquiries and you will need support. You also may have to deal with the reality that your team will be facing lay-offs and will have a lot of uncertainty. You can set retention bonuses and deal closing bonuses to motivate people, but this will be a very hard process for you.


Here are some valuation books I have used in the past: Little Book on Valuation Valuation – Measuring and Managing the Value of Companies  

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