Being a CFO and other topics

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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  

In Person 5e D&D using Fantasy Grounds

Last weekend my gaming group flew to where I live to celebrate a milestone birthday for me. Three of my online group are old friends from high school and college when I was first starting to play D&D, one I met where I live now about now 10 years ago is Magic the Gathering and the last is my late teens daughter. We started playing D&D together (again for four of us) about 8 months ago and have been using the Fantasy Grounds virtual table top program (http://www.fantasygrounds.com/) to do so. This has allowed us to play remotely and we use a program called Teamspeak to talk during the games. We play once a week for about 3 hours and have finished the starter module The lost Mine of Phandelver and currently are playing through the Princes of the Apocalypse campaign. I previously wrote about Fantasy Grounds here ( https://mgpotter.com/playing-dungeons-and-dragons-again-online-this-time/) and also wrote a blog on the benefits of role playing here ( https://mgpotter.com/in-the-name-of-the-ocelot-benefits-of-role-playing/). I run my Teamspeak server on my network attached server and I wrote about NAS here (https://mgpotter.com/what-is-network-attached-storage-and-why-should-you-use-it/ ).

As a brief recap for newer readers to my blog, Dungeons and Dragons is a fantasy role playing game, probably the start to the hobby and industry that exists today that dates back to the mid-1970’s. It is traditionally played in person with pencils, paper and dice and quite often the use of miniatures to indicate where your character is in various tactical situations. D&D has gone through 5 editions of the advanced rules and several of the basic ones as well. Over the last 40 years. At its heart, it is a story telling game and the players tell their characters’s stories in a universe controlled by the game master/referee (dungeon master or DM in D&D terms). The rules provide a framework to judge the success of failure of what the characters attempt and there is a fair amount of combat in the typical game against various creatures, monsters and other foes. Typically, you roll a 20-sided die and the result is compared to the difficulty of the task and modified by how experienced your character is. The DM then announces if the roll was a success or failure and the story continues after accounting for the result. One advantage of Fantasy Grounds is that is automates most of the dice rolling.

D&D is a social game, and in many ways it can just be an excuse for a group of friends to get together. The three players from my older group used to come over to my house when we were younger and play most Sunday late afternoons and deep into the evening. I am fortunate that I had parents that were (and remain) supportive of their kids and their interests. 30 plus years later, I can say that our time gaming when younger does not seem to have greatly impacted us in our careers and other pursuits and I could make an argument that we developed social skills and imagination that helped us in later life. I do know that I have run into many former and active D&D players in my various international travels as a finance professional including a fair number of other CFOs.

When I originally had invited everyone over to my place to celebrate my birthday and to play a live session, I had envisioned a purely live session using nothing but pen, paper, dice and maybe some 3D dungeon terrain. However, we have all enjoyed playing with Fantasy Grounds so much that the group were interested in using it to automate a lot of the game. I did not want everything to be run off of laptops, because I wanted the game to be more social and I worried that everyone just looking into their laptops would detract from that. There has been a shift over time in accessories used in gaming. The origins of D&D go back to miniatures based war games, so a table large enough to play on and hold dice, rule books and a few figures were always there, but the use of maps has slowly increased and has gone from vinyl maps with pre-printed squares to make a grid and that could be drawn on by markers to fully 3D dungeon tiles (now 3D printed is the latest twist).

Companies have sprung up to serve the gaming market with dedicated gaming tables that actually are pieces of fine furniture (www.geekchiqhq.com being an excellent example of that). With the rise of different VTT programs entering more general use coupled with most adventure material, especially maps, being available in digital form, the latest trends in dedicated gaming tables has started to feature a large screen in the middle. Here is a full explanation on how to build such a table for gaming for about $250 (not including the TV) and you can use the table for eating or other purposes as it is quite nice: https://boardgamegeek.com/thread/1471747/build-gaming-table-150

Closed table

Open Table

The reason why I think it is important to have the central screen in the table is that it creates a discussion focal point. All the players are sitting there, but the map in the middle (or whatever else you choose to display) creates a natural conversation focus that will help draw the players away from their laptop screens and towards the other players. I did not have time to build a table, so I just lay a TV flat on the table I usually use to game on (my dining room table) and plugged an HDMI cable into it and my laptop and extended my screen to include it (using the standard process in Windows 7). In terms of what TV to choose, 40” is a pretty standard size and I would make sure that it is 1080P (HD standard) and able to display the 1920×1080 resolution the standard calls for. Most TVs only accept HDMI input, so be sure that whatever computer you are using can output to that. I would suggest that you get a “smart” TV as it increases what you can easily stream or send to the TV. The one I used had a built in ROKU which is a good platform. You should be able to find a good quality one under $250 (in the USA) and if you keep you eyes open for specials you can probably get one for around $200. I am not sure how the built in sound would be if I had countersunk the TV below the table surface, so you may need to mount external speaks as well. The TV can always be mounted vertically on the wall or on a stand, but that will preclude you from using miniatures and it also means that your seating has to be set up so that everyone can see the TV which normally results in you losing one side of the table for seating. image You can see from my picture of us gaming, one player did not have a laptop, so I set up an all-in-one computer right besides the table. If I had placed it on the table, the height of the screen would have blocked him off from the rest of the players. I ran the game from my business laptop. It has a pretty small screen (it is designed to be small and light) and a larger or multiple screens (I typically use a 3 screen set-up) makes running a session much easier when you use Fantasy Grounds.

We started the adventure where we left off the week before and that was in a small keep where the players had talked their way into a discussion with a minor cult leader and then made a mistake and caused him to order them to be attacked. I had plotted out all the other opponents in the keep before the session, but the Ranger cast an area of effect spell that filled the area in front of the doors they had to use with thorns and I had to reroute all of them around it and into the keep another way. Because I was using a small screen myself, the combat bogged down a little for a while until I finally had everyone positioned right. If I had moved my desktop computer to the gaming area, I would have had to position it so that I was not blocked from the group by the screens. In order to control the image on the TV in the center, I kept control of it. I ran a second instance (I ran two copies of Fantasy Grounds) at once on my computer. The way you do that if you use Steam, is that you find the executable file for the program (wherever Steam puts it on your computer) and you run it by double clicking it. You then connect to the game you are running on your computer by typing the word localhost into the spot you usually put an IP address or the connection phrase your GM gives you. If you are not using Steam, you just start the program twice, and run one as a player.

It is somewhat unnatural to control the cursor on the TV because of the orientation and positioning, and you do need to make sure you don’t lose your cursor if it wanders. You also need to keep the program in window mode, otherwise you can get the cursor trapped on one screen. If you are just using the program to display a map and to take advantage of a “fog of war” feature that allows the DM to slowly reveal the map as the party reveals it, then Fantasy Grounds is probably overkill. One weakness (partially corrected by an extension from the user community) is that Fantasy Grounds does not smoothly handle rolling your own, physical dice and then entering the die roll into the program. There are other, free programs that handle displaying a map and giving you a fog of war option and all you need is access to a digital copy of the map. In a pinch, you could always scan the map from a physical copy.

Because the FG design does not appear to fully take into account it being used as a “light” manager to display maps, you get a ton of functionality that you would not use. The cost of a standard license is $40 (and is $30 on sale) and you get all the online capabilities as well, so it is not like the program is a complete waste, but if all you want to do is display some maps and images, there are other less expensive choices. Fantasy Grounds can do a lot of the bookkeeping for you and to hit rolls are very quick because the math is done right away. You lose a little of the old time feel with everyone using a laptop, but you do gain more time to roll play and socialize as a lot of the administrative burden is lifted from the game. This really will end up being what you and the player group wants to do.

If all the players are using laptops, you need enough places for them to plugin. You also probably need something to recharge cell phones with. We started playing about 10:30 AM, and we took a break for lunch. I had smoked brisket and that worked well as smoking does not require a lot of hands on work that would have interrupted the game. Otherwise, ordering in pizza makes sense. With all the laptops on the table, liquid spills should be planned for and avoided where possible. None of the designs that I have seen for a TV in the middle of the table are water proof, so that is something you need to be careful of. I would rate my first attempt at a live game using Fantasy Grounds as being a success. I plan on building a table that will place the TV below the center of the table and when I get around to that I will do a blog on the process and the result.

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These are links to buy the D&D 5e rule books: Player’s Handbook (Dungeons & Dragons) Monster Manual (D&D Core Rulebook) Dungeon Master’s Guide (D&D Core Rulebook)

Mergers and Acquisitions – Part 1 – Why?

Mergers & Acquisitions is a big topic, too big to cover in just one blog entry, so I will use the next three to give an overview of my views on the process. There are entire textbooks written on smaller parts of the process so my blogs will have to be, by definition, more top level. They will contain advice I have learned during my career actually considering and doing M&A.

Before an M&A transaction happens, you need to decide to do it. This phase of deciding if you want to do one is what I call the “why”” phase. You should be clear in the reasons and decision to do the transaction and there should be reasonable consensus within the senior management team. Some transactions require shareholder approval and you have to convincingly explain to them why it is a good idea.

The general reasons to do an M&A transaction is to save time or cost or both by buying from an external party instead of building it yourself. The best transactions are planned and executed as part of your over all strategic plan. Many are opportunistic and not part of your formal plan but become available and you decide to act on them. The opportunistic nature of many transactions means that you always need to be flexible and able to move quickly. This is why adequate staffing with the right people is important. If you have little to no ability to flex or change your work staff’s work plans, then you will find it almost impossible to take advantage of the good M&A opportunities that come your way.

A simple summary of the rule of this thinking is that your company should be more valuable after doing the M&A transaction than before it did it. You save cost or time or both. You get bigger and enjoy economies of scale or risk diversification or both. Or you get smaller and more focussed and can use what you were paid for the asset you sold to grow faster in the business you kept. In all ways, you need to increase shareholder value.

Opportunistic M&A is also a reason why it is hard to maintain good work/life balance as a CFO. If the transaction is significant, you probably will be leading it. M&A takes a lot of detailed effort and that will be on top of your other duties. You can and hopefully will delegate a lot of the work, but M&A is something where the little details can make or break a deal, so you will be spending time getting to know all the little details you can think of.

The reasons why you would do an M&A should be thought about in advance. Whether within your existing business or to go into a new business, you should have thought about what you want to do. You need to know the cost and timing of expansion in your existing business well as you will need to use that information when evaluating additional opportunities. The decision to enter into a new business needs even more thought in advance and an opportunist M&A will not give you enough time when it appears. Running the business always takes more time than you want it to, but you need to make time to think and discuss strategic options in advance with the other senior management and your own staff. If you have built the right team, your staff will be key in this forward thinking process. Of course, your peers in the senior management team will also be a good resource. Finance will bear a lot of the analysis burden when it comes to numbers and valuations, but the functional leaders will have to execute after any acquisition and they probably know the market better than your staff will.

A typical M&A transaction will cost more than doing it yourselves. Every once and a while this is not true, but my experience says that in any process, especially if competitive, you will pay a premium. Sometimes you have an advantage that the seller does not have in that you can deliver or complete or have a less expensive distribution system than they do, and that means they undervalue an asset compared to you. It still is likely to be cheaper if you do it yourself.

The cost advantage fades quickly when you are buying a product you already do not have or buying access to a market you have never been in before. Developing and marketing a new product can be quite expensive and you typically learn a lot of expensive lessons during development and crossing to manufacturing. Entering a new market is easy to mess up and even if you do succeed, it normally takes quite a long time to do it.

I can give three examples from my own past. If one of my former businesses sold a large laminate business as it was felt that we did not have a competitive advantage there and bought a sputtering target business. The company was already selling chemicals into fabs, and those chemicals interacted with aluminum on the wafers, but the sputtering target business was new. It was a large company and we could have learned the process to refine and cast the aluminum properly, but we would have had to win customers from scratch.

In another business I worked in, a semiconductor business, we looked at several different targets that would have moved us into a completely new area making products we already did not. It is a several year process to design, validate, tape out, validate again and then go into mass production. Most semiconductors today are part of an established system (PC, cell phones, automobiles, etc.) that all have standard operating systems that are used. You not only need to get the product right, you need to get the software right that allows your new product to work well and that is very difficult. The design cycles for cars and telecommunication infrastructure is quite slow and conservative, so breaking into those markets can be a long and expensive process.

Solar projects can take 2-3 years to develop and acquiring land and a spot on the list for interconnecting can also take years. We certainly could have developed projects for less cost than buying them (and in many cases we already had), but you cannot roll back the clock. If it takes years for others to develop something, you are unlikely to be able to do it in months. So balanced and well done project acquisition can be a very good strategy.

Another good reason to make acquisitions is if the market has rewarded you (or luckily bestowed upon you is often the reason) a superior and unsupportable valuation. Maybe you are one of the few public companies in your market and you have a public currency that others do not. If you do have this excessive valuation, you can execute a “roll-up” strategy and acquire companies that actually are accretive to you at your outsized valuation even though you are paying a fair market price. It is well known that such a roll-up strategy always eventually fails and the excessive valuation is lost, usually when you get too large or when your industry loses favor. However, until that happens, and it can take years, you can generate significant value for your shareholders. You need to make good acquisitions in a well disciplined manner, but it can work. When it stops working, you have gained significant size and scale and the normal fix while you are out of favor is cutting admin expenses and realizing more synergies. You may never get the same lofty valuation as in the past as Wall Street rarely makes the same mistake with the same company, but you probably would not be as large or high valued if you had not taken advantage of your circumstances.

Some bad reasons to do M&A (acquiring) are the need to get bigger or you will be acquired or because you have too much cash at low returns. Your job is to deliver shareholder value and forcing M&A just to be bigger and a harder target to acquire does not deliver value. You need to make an honest assessment and decide if spending your available resources (cash or dilution) will deliver more return than just being acquired at a premium. If you have too much cash, a dividend or share buyback is almost certainly better than bad M&A choices.

Another bad reason to do M&A is the thrill of the process. Some people just love doing deals and have trouble saying no to any deal that comes their way. You need to keep an open mind and not reject everything, but doing deals simply for the process and thrill of doing them is a bad reason and not responsible for shareholders.

Vertical M&A – buying your suppliers, can be very tricky. It is highly unlikely that your competitors will continue to buy from the supplier you buy. That needs to be factored into the reasoning of why you want to purchase a supplier. Buying a customer gets you closer to the end market for your products but it also puts you into competition with your other customers and also needs more careful consideration.

For most companies, early stage investments into technology ideas or start-up businesses is not a good idea. I know the returns that companies like Google and Facebook have delivered look tempting and if you have an active R&D group, you probably will be pitched new technology companies that are working on something new and exciting that can really help you. Keep an open mind and at least have your R&D head take a quick look, but these are bad ideas for several reasons. First, if you are being pitched these as part of a process and they had investors that are trying to get out, then the idea is probably not working out and they are not advertising why. There may be some value, but probably not. The other reason is that you probably are not an investment fund. If you get a chance to, try and meet a notable venture capital leader and talk to them. We always hear about the home runs but the reality is that for every huge success there are many that fail. An honest VC will tell you that they are better at selecting winners than average, but that they do invest in a lot of companies that do not work out and they lose much or all their investment. If they did not like the company, they would not have invested, so they obviously felt that there was a chance, but that chance does not come through in most cases. You are not an investment fund and the market rarely rewards you for a home run every once and a while that is not part of your core business.

I have been focusing on the active process where you buy (or merge with) an asset or business. However, M&A might be to make the decision to sell a product or business you own and divest. If this is well timed, and at a good value, you can receive much needed cash to grow the areas of your business that you believe. You have much more promise in. It is very common for a management team, especially a very successful team, to think they can fix any problem. This needs to be fought against just like the belief that you can buy and fix any business. On a regular basis you need to look at your products and decide if they are all worth continuing. If not, then a mature management team will consider selling the business as a viable choice.

M&A within your existing business is a more simple analysis. You should understand the risks and opportunities well, and the make vs. buy analysis should be more straightforward. The synergies will be more obvious and it will be easier to come to a fair value. M&A away from your existing business is much harder as you will not have the knowledge and experience to know as well as your existing business.

You need to be able to articulate the reasons for doing the transaction clearly with the risks and rewards simply explained. I find that the ability to simply but still accurately explain a transaction is a sign that it is well understood. Your explanation needs to consider the process and possible outcomes after an acquisition is done and what would be the consequences if you did not do it and a competitor did.

One final thought is that your initial evaluation process can benefit from a designated “devil’s advocate”. That would be someone who is assigned to argue against the transaction. Most leaders are optimistic as part of their basic personality and that sometimes leads to over eagerness and a desire to do something even if not doing anything is the better course. You can partially correct for that bias by building in a counter weight into the initial evaluation process. If the deal is good, someone strongly arguing not to do it should not stop it and will make the eventual reasoning on why to do it even stronger.

Share Buybacks

Share buybacks are simple to explain. It is when the company buys (and hopefully cancels) shares that they have previously issued. The effect is to reduce shares outstanding and thus reduce dilution Andor creates additional demand for the stock while the buyback is in progress through the actual shares being purchased and potentially through a halo effect that the message that the company is buying shares can have on investor psychology and their desire to purchase shares.

The jury is always mixed on share repurchases. In general, they seem to happen more in good times when stock prices are high and seem to be greatly reduced when prices are low. There is no permanence to them. Unlike dividends, share buybacks are always announced as one time transactions with a budget and no promise that more will happen. This give management more flexibility but also gives no real promises to shareholders. Indeed, the actual buyback can be announced but never actually carried out. This is generally not by intent, sometimes there are maximum prices set and the stock moves above that price and nothing is transacted. But it is always possible that the maximum price was set with the intent that little to no stock would be purchased.

There is even a view that the last few years of stock market performance would have been flat without the demand caused by many large buyback programs. These programs also have been a source of supply for the debt markets as some companies borrow to repurchase shares. This makes some sense if much of your cash is overseas and repatriating the cash will cause a big tax bill. Plus the interest paid is tax deductible.

Before I discuss when and how I think you should do a stock buyback, there are plenty of times you should not. The market goes up and down and the same for all stocks. Eventually your stock will go down and if your stock has a fairly high beta, it may go down sharply. When that happens, there will be people that start demanding a buyback, often using the argument that if the company believes in itself, then it should show it by buying the stock. This is a terrible reason to do a buyback. Reacting to short term movements in your share price buy committing to a buyback does not show strength or belief in your company. If you did, you would be confident that the price will recover based on future results rewarding long term holders. Overreacting shows weakness, not strength.

I will be clear on my personal opinion. I think that buybacks have merit but are not often the best choice. I think for most growth or early stage companies they are pretty much always the wrong choice as normally you do not have excess cash and it is much better to spend your cash on internal growth rather than repurchasing shares.

As a general rule, if your share price is low for some reason and you have enough cash to consider a buyback, then first consider any convertible bonds you have outstanding. You might be able to retire debt at below the $1 face value of the bond (which should generate an income statement gain at the same time you are reducing debt) and reduce dilution at the same time. Bonds use the “if converted” method and often are dilutive even if not in the money.

Then, if you have cash on hand that exceeds what you can reasonably use to improve returns of the business and you are not sure it will be recurring well into the future (dividend might be better in that case), you can look at doing a buyback. You should look at the quality of suggestions on where to spend your cash, usually there are only so many good opportunities in front of you and if the quality drops too much and you are not willing to go outside of your existing business lines, then a buyback could make sense. A buyback can also help protect against activist investors. If you let too much cash pile up without doing anything with it, then you can attract activist attention and that is very distracting if it happens.

You will need Board approval to get a buyback done, so you will need to have good arguments prepared. Buybacks can be an emotional issue, so be prepared for some emotional pushback that is not connected to the raw numbers. You also will need a brokerage account and to negotiate the cost of the buy-out. Opening an account can take a little while because of the know your customer rules the banks need to follow. The cost to buy the shares should be pretty small, there are large market makers that do it for pennies on a share, but no real relationship benefit, or you can pay a little more and use one of your investment banks. Shop around a little, it can be much less expensive than you think.

Consult with your lawyers, but you typically cannot start a buyback if you have material, non-public information. That means that you need to commence it during an open window. You can set the share repurchase on autopilot as long as you do not touch it when your window is closed. Normally you do a formal plan where you instruct the broker to buy a certain amount at set prices and they execute. During an open window you can give individual instructions but a set program with pre-established prices is probably the best. Your lawyers can give you more specific advice, but if you do establish a formal plan so you can continue to buy in closed periods, then you should resist the temptation to tamper with it in open periods unless there is an absolutely compelling reason.

Almost every bank will have a specialized program that buys the stock based on volumes and prices being seen. Normally they will try and meet or beat the volume adjusted price every day. A good bank will give you market color and what sort of trading indications they are seeing during the day.

Typically you need to report on the progress of the share buyback on a quarterly basis. Probably no need to do a specific press release on the progress but you might have to formally announce that one is starting and when one ends. Normally you would set the period at one year at a set amount in total value you would repurchase and either announce it in its own press release or prominently in another press release like an earnings release. If you do a little searching on the Internet, it is easy to find statistics that show that actual repurchases typically trail announced and planned repurchases. They also tend to be more active in bull markets when stock prices are higher and less active in bear markets when stock prices are lower. That sometimes gets joked about in the press, but it makes a certain amount of sense. Bull and bear markets usually match pretty well with economic cycles. If you would only do a. Buyback when you felt you had excess cash and more was coming or available on the market, then it is highly likely that a company would start a buyback during a bull market and not start one during a bear market.

The publicity around the buyback often results in the company’s stock price going up, but this is very short lived in my experience. Any buyback would be a small percentage of the shares traded and it is more public relations than an addition of significant new demand for the stock.

My final point on share repurchase programs is that one reason often cited by companies is that they are doing the program to reduce dilution and the dilution often comes from their equity compensation plans. These same companies were ones that argued against expensing employee stock options because it did not cost the company cash.

RPG Nostalgia

I have written two blogs that have discussed my running a D&D campaign using the Fantasy Grounds virtual tabletop software. Dungeons and Dragons is arguably the first fantasy role playing game in the modern use of the term, and it is certainly the most popular. It was an easy choice for me to make as the game system to start using again as the FG software has a license for the D&D rules and there is a lot of already prepared adventures which greatly reduces my preparation time. My friends all played it as well, so it was simply a matter of learning the changes in. 5th edition (the game is pretty much completely changed from the older 1e and 2e we used to play but the concepts are the same).

I started with D&D when I started playing in high school as well, as most people did. For me, that was around 1980 and Advanced Dungeons and Dragons (the first hardcover set of rules) was just being released around then (the first three rule books came out between. 1977 and 1980). The first game I played in was AD&D and the first rules I owned was the blue box rules for D&D as the game was actually split into two branches back then. I slowly acquired the three hard cover rule books and switched over the AD&D by the end of high school. This was a major purchase for me back then as I was paying for it with allowance money and extra cash from delivering newspapers.

Not long after I started CEGEP (community college, the Quebec system splits school into high school, CEGEP and then University), I fell in with a new group of gamers and I brought some of them into my long running campaign and that was AD&D at the time.

One of the most fundamental rules in D&D is the concept of classes. In D&D, at the very start of character creation, you choose a specialty. The basic classes are fighter, cleric (healer), magic user (fragile but lots of damage and utility) and thief (now called rogue). There are rules for playing two classes at once or starting with one and then switching to another, but most people picked one class and stuck with it. This fit many of the archetypes you can find in fantasy books, at least on the surface. Conan is known as a mighty fighter. Gandalf is dressed in wizard robes and casts spells and gives sage advice. Usually the main characters of a fantasy novel do not cast spells and if they do, it is just something on the side as a minor power.

However, this is really not what most of the novels portray. Conan actually spent most of his youth being a thief, climbing walls, picking locks and he never lost that even years later when he was a king and leading armies. The image of Gandalf as just a spell caster fails when you consider that he carried a sword and directly confronted the Balrog with his sword and he was written as fighting orcs with his sword (his ride to Helm’s Deep, for example). The concept of character classes and the other associated choices you made, like alignment, all worked well enough as game rules, but there was a certain hollowness in them. The modern versions of D&D have partially fixed this and have greatly deemphasized alignment to be more flavor than a hard rule to be followed with consequences, but 30 years ago these were deeply written into the rules.

One final thing that was present in the early D&D days is that there was not much published information about the world you were supposed to be playing in. There were scatterings of flavor that could be found in some spell names that were named after famous characters from the formative campaigns that Gary Gygax, one of the main creators of D&D, had run, but the world of Greyhawk that much of this had come from was not really published yet and the main rules were generic. The honest expectation of TSR (the company publishing the rules then) was that the Dungeon Master would just create their own world and adventures. Even today, most of the money comes from selling the rules books, not the published adventures.

During that time, there was no Internet as known today and obviously no online shopping. Almost all RPG products were sold in hobby stores and you made your choices by looking at products on racks in the store. One game system that had come out in 1977 and quickly gained a good reputation was a system called Runequest. I saw it in a store and looked through the rules quickly. There was a mention that the critical and fumble table was inspired by experience on the tourney fields of the Society for Creative Anachronism, and I was sold on the game. I actually cannot remember if I had joined the SCA by then (I joined in 1984), but I had certainly heard of it and that one fact was enough to draw me in.

I will go into a more detail about Runequest, and why is was different than D&D a little later on, but I want to address the current wave of nostalgia for older style RPG games. RPG games have been around in the market since the mid-1970’s and with the publication of the AD&D rules, were very available from 1980 onwards. That means that there is a player base stretching back 40 or more years. The usual pattern is playing during teen years and into college and then in person gaming going mainly dormant once people graduate, the playing groups scatter as employment begins and time becomes much more limited as careers start taking over and first babies start showing up. Some people keep playing along, but many stop playing. I was still actively playing RPG (first AD&D and then Champions) when I moved to New Jersey in the early 1990’s, but that was more of an accident because the SCA group of friends I was part of had a Sunday game that I joined. Once I moved away from NJ and started moving every two years, my RPG time was mostly buying the new editions of D&D and reading the rules and missing playing.

With the long time span of the games being available, many players are now in their 30’s and 40’s (I am about to hit 50). Many have teen age kids that are discovering the games themselves and as a fact of life, by then most people own houses, are more settled and their kids are old enough that they do not require so much time. Online games are fun enough, and games like Warcraft just climbed on the shoulders of the tabletop RPG before them, but there is something missing as compared to playing a more pure pencil and paper RPG.

You can start playing again, like I have, with the newer versions of the rules, but that does not quite capture the feeling of the original games that many of us now play. There was a huge schism and split back when the D&D rules moved from 3e to 3.5e to 4e. Wizards of the Coast (the new owners of the D&D rules) has decided to open up their game much more to the public and had created an Open Gaming License (OGL) that allowed people to create adventures and even rules using the D&D rules as a base. Many people moved over to a 3e clone called Pathfinder during that time, but the OGL actually allowed people to copy even the original D&D rules and create clones of those systems. There was a big movement then which has continued called Old School Revival and the whole thrust is to have games similar to the origins of the rules. Adventure modules are more raw and anyone you meet in the adventure is probably hostile and can be killed. The adventures tend to be classic dungeons that you enter that have traps and monsters in them.

The start of this movement goes back to the OGL and the edition split, but Kickstarter has been like adding nitro into the fuel for it. The main distribution for games that are part of this movement is the One BookShelf, mainly found on www.drivethrurpg.com and www.RPGnow.com . There, you can buy PDF copies of the rules and adventures to go with the rules.

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Available at www.goodmangames.com

I mainly back board games on Kickstarter, but I also have backed two “nostalgia” games. The first is Dungeon Crawl Classics (DCC) 4th edition. The Kickstarter was to reprint and clean-up the existing 3e rules. DCC is not a pure OSR game in that it is not a clone of the D&D rules, but it is very similar to the original rules and it tries to copy the spirit of the way the games used to be played. The other Kickstarter I backed was a reprint of the classic Runequest rules, the same rules I played with 30 years ago. Once I receive the hardcover version of DCC (very delayed from the original promised date which seems to be a constant Kickstarter problem) I will do a review of it, my feeling about Runequest are below,

Runequest is a great variation of RPG rules. What made it very different than D&D 30 years ago (and what still is true) is the fact that there are no classes and that the game system is very tied to one world – Glorantha – which gives the rules a lot more flavor and depth. The system moved from a D20 basis that D&D had to a percentage based system, essentially a D100 which is nominally done via 2 D10 with one being the tens and another being the ones.

Unlike D&D, where you advance in levels and get better at hitting opponents and you hit points increase each level, Runequest has no levels and no experience points. Your Hit Points (how much damage a character can take) is determined by one of your attributes, your Constitution and your HP are spread through different locations of your body. Your armor absorbs damage instead of making you harder to hit. You can, potentially, increase your Constitution and thus your hit points, but you never have that many HP and you don’t get a bigger and bigger pool like D&D gives you.

To be clear, this is just flavor, in D&D you really do not take more damage, your increased HP represent your increased skill to avoid damage that would have killed someone less experienced, but the rule mechanics in Runequest are just more like what you would expect from real life.

You improve attributes by spending money and training. You improve skills by using them successfully which gives you a chance to get a better score. Every character can use battle magic and as you increase your Power attribute you can use more and more.

As the name says, as you grow in experience and power, your character will eventually undertake a quest to get their “rune” which represents their bond to their god and the magic of the world. A character with a rune is much more powerful and is called a Runelord. The game world is set up so that as adventurers increase in power, they start to be able to effect the world in greater and greater ways. It is in the lore of the world that experienced adventurers, like the player characters, were responsible for questing and recovering the dead Sun God early in the history of the game setting.

My group had fun for years playing in that world and using that system. The recent Kickstarter has resulted in a reprint of the rules and the original adventures and city settings that were published back then. All will be available in printed form from www.chaosium.com . I highly recommend that you give the system a try. If you are like me and need to run your game online as your friends are all scattered about, the rule sets for DCC and Runequest are available on Fantasy Grounds (www.fantasygrounds.com) . These are community supported rules (an official rule set for a later edition of Runequest is available) and there is little to no already prepared adventures you could purchase, but the VTT itself does support the games.

Self Editing

I have two main forms of social media – Facebook and LinkedIn. Plus wechat, but my time in a China in the near future should be much more limited so I probably will not use it as much in the future. I link my blog entries in all three, two automatically and wechat via manual posting. Because I link my blog to LinkedIn, I try and keep it as professionally appropriate as I think is needed. That does not mean that I am afraid to talk about my hobbies and interests there, but I do limit political and social commentary posts.

It is becoming more and more common for future employers to check your social media. I am not incredibly fond of that, but I understand the reasoning. I also am looking for a new job now, so public image and presentation are important as I want a senior and very responsible position. That means that even if there is a temptation to more broadly broadcast my personal views, I am careful.

It started out with the very first blog I wrote in this site, where I said that I would avoid commenting on China. My reason there is not some abstract self-interest where bashing your hosts is bad manners and some countries can take it even more seriously and put your visa at risk. It isn’t even that solar projects can take a lot of government cooperation and talking badly about the country you want to do business in is bad for business. The reason is simple, I honestly feel that I do not understand the country enough to make a post that is informed. I can talk with confidence about doing business in many countries. I can talk about what happens with standard business processes as you cross country boundaries. I think that if I am going to write something here that my audience is going to spend the time to read, I need to offer something that is relevant and useful. As my mandarin is limited and I have only really spent time in the greater Shanghai and Shenzhen areas, I do not think I can effectively comment on the country.

The same thing applies to many subjects that I see other people discussing online. I see so many obviously misinformed comments on political, legal and business topics that I wonder why the people writing them can say it. Your professional reputation and your reputation with your friends is influenced and built by what you say, and posting online means it lasts forever. Off the cuff and obviously wrong statements cannot help.

One common error is see is some fact or story repeated to make some sort of point. You see the same picture or text over and over and you know it is wrong. A recent example for me was about a tip that Bill Gates and his daughter left where the daughter left a big tip and Bill left a small one with the punchline that she is the daughter of a very rich man but he is the son of a woodcutter. Anyone who cares about Bill Gates other than he founded and was CEO of Microsoft knows that his father was reasonably well off and that he was not a woodcutter. I see memes and stories like that continuously and 1 minute fact checking via Google or snopes.com would reveal the problem. Before I make such a post, I always check. You want to present yourself as a credible source of information.

Another issue is see is the posting about drug use or other illegal activities. I have it easier as I do not use drugs (without getting into the debate of alcohol and coffee and such which obviously can be considered to be drugs and I do drink them), but I am puzzled at to why anyone would want to advertise illegal activities that they do, especially on professional media like LinkedIn. The pot industry is starting to become legal in some states, and I can see the rationale why people in the industry would advertise it, but I see little upside otherwise and lots of potential downside. This only increases as you move up the ranks.

I made the choice a long time ago to not make my Facebook account my public face, especially for professional matters. So my actual Facebook friend list is small and almost all are actual friends or at least people that share an interest with me that I know personally. When I do want to post on a personal view, I do not post a blog entry, I post a Facebook entry. Now these can be shared by friends on my Facebook and some have super-wide distribution, so it does get broadcast, but it still is a more personal distribution method. I do not have particularly radical political or religious views and my moral center is certainly firmly in suburban middle class, so there is not much danger in even those views being spread, but I would not post them on LinkedIn or here as I automatically link posts in my blog to other social media and because this is a public and freely available site.

Even on Facebook, I think a little before I post something. An example is a post of a picture of a martini glass or a wine glass. I like martinis and I like wine with a meal and I will post a picture to go with a check-in when I go out. Some writers recommend keeping your social media media completely clean of any sign you drink at all and any sign that you go out. To take it to that extreme seems weird to me and I am not sure I would want to work somewhere that takes exception to employees having a normal social life. However, posting odes to ISIS and discussing overthrowing the government is something that would make me pause in a hiring decision. I would think these sorts of things are self obvious not to post, but people do it anyways.

Political views are always a hard area to discuss. Suppression of political views is counter to the spirit of democracy and I hesitate to argue that anyone should not express their views there. It is always a delicate balance, but even CEOs of large companies campaign for specific parties and candidates. I would say be moderate and reasonable in expression of political views and unless appropriate, keep them out of your business public face. The USA is split about 50/50 in political party support and you always risk alienating potential customers when you take a political stance. I would say for any business related so local media, you should treat it like a social gathering where you do not know the people and where normal etiquette dictates moderating discussions on politics as it is not socially acceptable because of the potential conflict it could cause. In your personal social media, I would only suggest that you take a careful look at what you are posting and make sure it reflects your views in a way that you intend to be public. A good rant may make you feel better, but if you consider yourself an advocate of a party or candidate, does it reflect well on them?

Religious views are similar. The social party rule applies. Some people are deeply religious and their faith is very important to them. I think expression of the views should be moderate in business settings as on average most people do not consider it an appropriate place to discuss religion. Personal social media should just be subject to the test before you post of does this post serve my God well and is it in line with His/Her teachings? If you really think yes, then you should feel secure in posting it.

Both politics and religion are very hard subjects. You can find many people saying not to post about it at all, even in your personal social media and I certainly see lots of scolding in social media when people bring it up. Our society will be a sad and bland one if we suppress and self edit such important things. As long as you feel your post is knowledgeable and in good spirit, I would not recommend not posting it. I would suggest that you should consider a private message versus a public posting and if that is more appropriate, but express your views if it is what you feel you must do, even if in public.

Sexist, racist, or overly sexual and graphic posts always will reflect badly on you. There certainly is room for people to make a living posting about these types of subjects, but an external blog site like this is probably the best place to talk about it, especially for business social media where it may not be appropriate at all in pretty much any circumstances. My reasoning is simple, readers need to make a choice and click a link to go read what you wrote and at that point the reader needs to take some responsibility. I think that sexism and racism belongs nowhere, but some people find it even in posts where you do not intend it. I try and write with gender neutral pronouns and business titles, but I slip up every once and a while.

Profile pictures should be appropriate in that they make you look good but are not overly sexualized. I guess if you are a lingerie or bathing suit model for a living or sell those products as your main business, then you can use different types of pictures in your business posts, but in general a vacation picture in a tight speedo is not the best way to advertise yourself for a CFO job. I personally hold that dumb comments addressed at “pretty” or “handsome” profile pictures are the fault of the people making them, not the account owner who puts up the profile picture and those responses are an example of bad decisions by the poster.

The world certainly is more complicated now because of social media and the global outreach it has, but the rules you should follow are really not that much different than the days before social media. Getting drunk at an office party and slurring your speech while kicking a puppy on stage was bad news before social media and it is still bad news. Do a little self editing before such a post is made.

I also see a potential backlash against increasingly invasive practices in screening candidates. If something is actually public already, then there may not be much right to complain, but requests that company representatives be added as “friends” or that private social media accounts be opened up is more than what I think is fair. And social media posts when you were 18 probably are not a good reflection of you at 40, so I see some small sense in the “right to be forgotten” laws that exist in Europe.

Business Partnership

I often describe to people how I have fixed broken teams at places I have worked at by increasing or implementing business partnership. Every once and a while, I get a request to explain what I think good business partnership between Finance and other functions is and what I do to make sure it happens.

First, the whole reason why a good partnership is important is because it amplifies the ability of all of the people involved in the partnership and is a key element in the art of strategy. Strategy, as I have discussed earlier in my blog, is the art of winning (https://mgpotter.com/what-does-it-mean-to-be-a-strategic-cfo/). To go back to the master of strategy, Miyomoto Musashi and his Book of Five Rings, I will show how the importance of people is a main focus of strategy.

From the Earth scroll, there are two important passages:

“The master carpenter learns the structural pattern for building a tower or a temple and knows the construction plans for palaces and fortresses. He builds houses by making use of people. In this way the chief carpenter and the chief warrior resemble each other.”

In this paragraph, Musashi make sit clear that warriors, strategy masters, are very similar to master carpenters as they both employ people to reach their goals and deliver their objectives.

“In using men, the master carpenter must know the qualities of the carpenters. In accordance with their high, medium, or low ability, he must assign them different tasks, such as construction of the tokonoma; of the sliding doors and the shoji; or of the sills, lintels, and ceilings. It is appropriate to have support framing done by those with not much skill, and wedges made by the most unskillful. If one is able to discern the qualities of men in this manner, work progresses quickly and efficiently.”

Musashi continues on this point by saying that the carpenter has to know his people and divide the work being done to the right people based on their skills. If this is done well, then the job progresses smoothly.

And then Musashi concludes on the importance of knowing others in his description of what is to come in the wind scroll:

“Without knowing others, one cannot really know oneself.”

It may sound like Musashi is talking about directing or ordering people around. The master carpenter is the job boss and he assigns and supervises the people working for them as they do their assigned tasks. That does not sound much like partnership. However, when he talks about knowing others, he means it in the same sense that he means all of his instructions. He personally and expects students of his Way to practice and ponder the results of his practice. His life story is not one of a stern general barking orders and expecting obedience. He certainly cared for the people in his life and used them more than just as tools. Even in fighting well with swords, which is the heart of his Way, he tells his students that the Way is more than the tools, more than the swords themselves or however you flourish them.

Building a proper business partnership between functions is exactly like that. It is rooted in helping each other via your personal skills and then amplifying the ability of the whole group to complete your goals.

The foundation for a good partnership is trust and then mutual respect. You cannot enter into a partnership inside your firm without trusting the other people and you need to respect them. The structure of the partnership may exist, but without the proper foundation it will be just a framework with no substance and weight behind it.

In any sort of a company that requires a turnaround, there will be a disconnect between Finance and the other functions. Usually Finance is not part of business decision making and shunted off to the corner as been counters, but sometimes it is the other extreme and Finance is too powerful and everything is being run as a cost center with cost cutting and control being the only goal. Neither way works well and both result in sub-optimal results. You’ll need to bridge that gap and repair any damage done.

The first step is to clear your own mind of the conflict and issues that caused the problem to begin with. It is easy to build an us versus them case in your mind and start getting emotional about it. This does not help. The other parts of the company are all filled with people all trying their best. Put away your heart at war and put on your compassion and brains. Keep your ego in check as you will be. Setting an example for your staff. Go through your staff list and decide who are good fits in experience and temperament with the different business leaders within your company. Meet with your staff and make sure they understand that you are aiming for a partnership and that means they will be working for other functions more directly.

Once your staff understands what you want to accomplish, approach the business or functional leader or leaders you want to partner with and offer them dedicated staff that will work with and for them. Make it clear that they will have a major influence on the annual rating of the Finance staff assigned to them and they will basically become their resource. Make very sure that the assigned staff keep appropriate confidences work for their newly assigned function. Hopefully, if you picked the right person for the right fit, both sides should quickly start benefiting. The function gets access to financial analysis and advice before and while they are making decisions. Finance gets to see changes o the business sharpening before they are complete so that they can be properly planned for and accounted for. It really is a force multiplier when smart people with different skills work together as partners instead of working in silos.

You will know that the partnership is working when two things start happening. First, the business will start improving. By working together on common goals with the spirit of cooperation inside your company instead of defensiveness or unnecessary competition, better and faster decisions will be made. The second thing that will start happening is that you will “lose” staff into the businesses or functions you partnered with. The is about the ultimate compliment and a great recruiting tool because you can show actual progress and growth from Finance not only upwards within Finance but out into the business as well.

I have not had many bad experiences doing it this way, but there are some people that are so closed off that they cannot work with other functions or teams and want to be both secretive and controlling. They can be very difficult to work with and to convince that they should partner with you. It doesn’t matter how hard they make it, you need to. Find a way for the company to win. If the leader is not receptive to partnering, get your staff to try a layer or two down below them. Be friendly in meetings that you are in with the more difficult peer. Regardless of the reception you are getting, you should not be them and set yourself to fight instead of help. Get ahead of the decisions that need to be made and get that leader the information and analysis that you can do to help. Meet in private with them so they do not have to have anyone see them getting advice from you in public. It is not the best situation, but you are one of the top executives and you need to make it work.

Being a partner does not mean abandoning your integrity or not having Finance perform its traditional control and cost control roles. It is about making those objectives important outside of Finance so they are not just Finance goals. It is about embedding your skill set and advice into the company where finance gets to be proactive, not reactive. It is about teamwork and doing what it takes for the team to win, even if you do not get all the credit you may deserve.

It is about winning and making all the people you work with winners too.

Website with an online, free copy of The Book of Five Rings

The Book of Five Rings

Books, either in paper or on Kindle (all links go to Amazon.com)

The version I quote here:

The Complete Book of Five Rings

The Complete Book of Five Rings – Kindle version

The translation I first read

A Book of Five Rings: The Classic Guide to Strategy

A Book of Five Rings: The Classic Guide to Strategy – Kindle Version

An account of Musashi’s life

The Lone Samuari: The Life of Miyamoto Musashi

Fictionalized versions of Musashi’s life

Musashi

Musashi – Kindle version

Samurai Trilogy [blue-ray]

Dungeons and Dragons:Temple of Elemental Evil Board Game Review

This is a review of the board game version of Temple of Elemental Evil. There is an old module version for AD&D, the older pencil and paper RPG version, but this review is on the board game. The board game was released in 2015 along with the module Princes of the Apocalypse, an updated and new 5e take on the original Temple of Elemental Evil module. In an earlier post about business travel I mentioned www.meetup.com as a way to find an activity to pass time and this is a typical style of board game you may find at a meet-up.

This review is based on my playing experience with my teen age daughters, several sessions at the local board games meet-up (via www.meetup.com) and some solo play. The tldnr version of the review is that the game is good and fun and I recommend buying it (handy link at the bottom of the review).

toee game being played

(game in full swing)

Dungeons and Dragons:Temple of Elemental Evil (ToEE for the rest of this review) is a tile and miniatures dungeon exploration game using a cut-down version of the full D&D rules set. You can have up to 5 players with each player controlling a hero in one of five classes. Each hero is represented by their own plastic miniature and comes with a cardboard tile that lists the base abilities of the hero. The five classes are Fighter, Ranger, Cleric, Wizard and Rogue. The Ranger and the Wizard are represented by female miniatures and the cleric is somewhat indeterminate. The sex of the hero makes no difference in the game and all heroes are fully clothed and should be appropriate for people who dislike the stereotype of scantily clad females in the fantasy genre.

The miniatures (about 40 different ones counting the 5 heroes and all the monsters) are well done and detailed, but they are made of fairly soft and bendable plastic and my game arrived with two of them broken. They were easy to fix with a dab of modeling glue (anything that works well on plastic will be fine). I have seen pictures online where they have been painted up and for the most part they are in the same scale as is generally used in tabletop RPG playing, so the game is a fairly cheap source of miniatures if that is something you are looking for. The soft plastic can result in them bending a little (the doppelgänger monster seems to suffer the most from the problem) but they can be softened and reset using boiling water if you are so inclined.

herosmonsters

special monstersettin

 

 

 

 

 

 

(Hero miniatures, monsters, special monsters, detail)

I would rank the quality of the components to be pretty high. The tiles and many of the counters and tokens are well printed and thick. The colors are vibrant and they are well printed. The cards are good as well, but since Wizards of the Coast also does Magic the Gathering I would hope so. I used clear card protectors (actually illegal in Magic as small differences in the card back might be seen) so I could see the different card backs.

The storage in the box is so-so. The cards all do not fit once you put protectors on them and the miniatures basically are all tossed into a heap. You can put them back into their plastic baggies but that does not provide much protection. I bought extra bags to hold all the tokens.

ToEE is meant to be run as a campaign where the adventures are run in sequence and the characters you use have an opportunity to improve, but it does not have to be. There are 13 premade adventures. 3 of these are town adventures and 10 are dungeon adventures. Typically you have to either retrieve an item or make it to a specific tile or kill a specific monster to win. The game is a cooperative game, players cannot attack each other (with the exception of the very last adventure that introduces a traitor mechanic). You either win as a group or lose as a group. You lose if someone dies and there are no more resources left in the game to bring you back.

The game mechanics are pretty straightforward. Each turn is three phases which are basically your move, explore, and then run any villains or monsters that showed up and play out any encounters. During your turn, you can move and do one action. The move can be split up before and after your action.

tile stack

The heroes all have the same statistic categories and these are shared with the monsters as well (not all of them, some like surge are heroes only). The base statistics are armor class or AC, Hit Points or HP, Speed, and Surge Value. Each hero card also has a special ability unique to that hero and lists what extra abilities the hero could have (represented by cards). Your AC is how hard you are to hit, the roll on a D20 (twenty sided die), including any modifiers, has to be greater than or equal to your AC for you to be hit or for you to hit a monster (monsters also have AC). Your HP (and monsters’ HP) are how much damage can be taken. When you go to zero you die. Speed is how many squares you can move each turn (each tile is divided up into a grid) and Surge Value is how many HP of damage you heal if you play a surge token (generally limited to 2 in total and used your next turn after you die).  Surge tokens are the resource that bring players back after they die.

hero cardwizard

Each hero is modified by a choice of cards that the hero is equipped with. These are at-will, daily and utility action cards. The cards contain the rules for them. A typical at will card is a weapon or spell attack that will have an attack modifier, damage done, and perhaps other special rules written on the card. Some actions, like daily actions, can only be done once per game.

The goal of ToEE is to keep exploring. If you do not explore, you get an automatic encounter and almost all of them are bad and could damage your entire party. If you kill monsters, you can trade in 5 experience points worth of them to negate an encounter, but encounters are the built in clock to keep you pushing forward.

When you turn over a new tile, there are several consequences that could happen. Each dungeon tile has either a white or a black triangle. The triangles are used to indicate which edge is joined to the tile you just explored from and if there is an encounter created by the new tile. White triangle means no encounter, and black means there is an encounter.

regular tilespecial tile

There are symbols and sometimes names and other features on tiles. Unless the adventure you are playing says otherwise, name and special symbols such as cult symbols mean nothing. Little horse heads indicate monsters (0-3 per tile), Red X means place an upside down trap token there.

traps

Monsters are chosen by drawing cards from the monster deck and the cards have the monster statistics and rules. Each monster also has a miniature to be placed on the game board. Most of the miniatures are well done with good detail and a few are quite large. They certainly add to the flavor and fun of playing the game. Each monster is played by the player that brought it into play and only activates during that player’s turn. The monster cards contain the rules on how to play the monster.

monster and weaponencounter plus treasure

(monster card, hero equipment, encounter and treasure)

There is a lot of dice rolling in the game and there is only one D20 included with the game so I suggest that you toss a few more into the box if you have 3 or more players to speed the game up and reduce searching for where the die has gotten to. Like any game that relies on dice, players can get hot or cold streaks and that can swing the outcome of the game.

Each adventure takes about 45 minutes to play if you have three or more players plus about 5 minutes to set the game up. I was able to explain the basics to new players in about 5 minutes. With. A group of 5 brand new players, several that did not really get the mechanics for a few turns, we played an adventure in about 1.25 hours, but that is the longest we have gone. I played it twice in the regular board game meetup I go to and we won the first adventure and lost the second and the loss mainly was due to bad dice rolls and several very unfortunate encounters that was drawn. The bad dice rolls meant that we did not kill monsters and generate experience points that could be used to negate the encounters.

There is a story that goes with each adventure and the objectives tie to the story, but other than that the story is more flavor than anything else. The game can go for stretches of just killing monsters and gathering treasure.

I would not call it a very deep game, but there are tactical choices to be made. Depending on how well you did, additional (and harder or better) cards are added to the decks and 13 different adventures and 5 heroes to choose from does give it reasonable replay value.

I recommend the game and I think you get pretty good value for the money and most people that like fantasy games and don’t mind dice rolling would enjoy it. If you have a regular group you could play an adventure each session and your characters will advance and improve as you successfully complete each adventure. Because it is a fully cooperative game, it may also help when you have a mixed group with some competitive players and others that don’t play just to win.

Buy the game at Amazon.com

 

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