MOP and Terms - Accelerated Value Partners

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Overview for Partners joining the Accelerated Value Partners group.

MANAGEMENT AND OPERATIONAL OVERVIEW

01. Overview 02. Why do it 03. Group Services 04. Ideal / Target Partner Profile 05. Expectations Expectations for Group Expectations for Partners / Studios Group Long Term Goals Studio Goals 07. Management Management ResponsibilityModelMatrix 09. Key Tasks 10. Proposed Schedule 06. Success Criteria 08. Outline of AgreementtheTerms Year 1 – Partnership Year 2 – Decision/ Initial Ownership Performance-Based Ownership Model Revenue / Expenses / Profit Sharing Selling the Company(s) Valuation Method Joint SellingAgreementEarly AGENDA

THE PROBLEM Consulting clients are looking to decrease the number of vendors across the organization, but they don’t want to sacrifice consistency in delivery quality. However, the consistency of delivery across practices or specialties varies greatly within large consulting Infirms.addition, companies are increasingly in need of niche, best-in-class solutions from smaller, focused firms. Finding them and vetting them is difficult and they do not have access to good nearshore vendors. This usually leads to higher priced projects or taking risks with unknown vendors.

Accelerated Value Partners will deploy Sales and Marketing teams that will sign master service contracts with client AVPorganizationswillhave a collection of niche consulting studios in our portfolio that provide specific hyper-focused services to our clients. Our studio’s solutions will include delivery IP such as accelerators, templates, tools, platforms and products that speed time to impact. AVP will also provide onshore/ onsite client engagement partners that manage client communication, delivery, strategy & growth. AVP will provide industry leaders that will provide thought leadership to clients within their vertical. OUR SOLUTION Our approach will be to provide in-depth consulting expertise while also providing a wide range of services at a ordable nearshore rates.

04.03.02.01. Studio Partner’s “Why” Access to new clients across the globe. Access to new capital sources for cash flow, IP development, and acquisitions. Access to the combined buying power of the group for technology, supplies and services from vendors Access to an integrated operational platform that provides a 360 view of the business. Better information to make better decisions Access to world class consulting expertise at the highest levels. Access to buyers that will pay the collective a higher multiple at time of sale

Positively impacting the success of our clients, partners and investors. Allows hyper-focus on what we do best, building growth accelerators and platforms, while allowing the studios to do what they do best, deliver. This approach makes it both easier and more cost-effective to focus sales and marketing efforts and achieve targets. Accelerates our scalability by enabling us to add services, territories, and verticals, quickly without major upfront Weinvestments.willgain a high multiple in a sale or IPO within 10 years.

AVP’s “Why”

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one company to provide multiple consulting solutions. One stop shop, without sacrificing quality. Offers access to nearshore, offshore and onshore staffing so that clients can get one vendor for staffing and solution needs. Gain expert advisors at an engagement and industry level. Clients can leverage advisement thought leaders to validate strategies and tactics.

THE WHY Customer’s “Why” Get access to specific niche solutions they may not have been able to find or contract with directly. This provides access to qualified, vetted nearshore and offshore resources will drive cost Canefficiencies.leverage

SERVICESAVPGROUP ACCELERATED VALUE PARTNERS

04. LeadershipEngagement Client Engagement Partners (strategy & cross sell). Communication Management. 06.05. Accounting & Financing Consolidated Billing Platform. Providing assistance with capital financing. Acquisition Due Diligence. Advisement KPI Tractionplatforms.Management Model (TMM). Strategy & Advisory. Product & IP Management. 01. Sales Teams Identifying and winning new logos with sales team. Inside ContractPartnerIndustryGeoRegionalsalessalessalessalesManagementSales 03.02. Marketing Assistance Industry and Studio based marketing strategy Account Based Marketing Event Management 3rd Party Influencer Programs Digital & Social Strategy Collateral Development Recruiting Local Recruiting Teams Just In Time Job Order Platform (integrated with sales in salesforce). Growing existing accounts. Cross AccountsellingManagement STUDIOSFORSERVICESTHE

Platform: Will provide a Salesforce based sales management operating platform to monitor and impact opportunities.

Geo Leaders: Eventually we will have up to 12 GEO managers in the US largest markets, and 8 in Europe’s largest markets, and 4 in LATAM. Will start with either Atlanta or Dallas or both.

RegionalManagers:Account We will have an account manager per industry vertical in the US, and another in Europe.

GROUP SALES ROLES

VP of Alliances: We will hire one VP of Alliances to create partner strategy with each brand. And advisor and strategist, not a tactical partner manager.

Studio Teams: Studios can also hire a direct sales team and have the group sales organization manage them. They would be part of overall sales team and each additional person would cost $1,500 per month which would cover salary, taxes, technology and management.

Inside Sales: Per industry, we will have 6 inside sales in US, 6 in Europe, and 3 in South America. We will start with 5 industry teams in US.

Industry Leads: Eventually we will grow to hire up to 10 have industry leaders. Will start with O&G, Logistics, and Retail.

ORG Industry BDM PartnerPlatformMngr.GeoInsidespecificSales CRO EVP of Vertical Director of Alliances VP of GEO THE SALESEXECUTIVELEADERSHIPSALESTEAM

THE GROUP WILL BUILD INDUSTRY CHANNELS: Oil & Gas Retail Restaurants& SC Logistics& IT Gaming& Media Telecom&

REGIONSSALES WAOR NV CA MT ID WY NE KSOK MNIAARMO MIWIIL IN TNKY NC SC GAALMS LA FL VA WV OH PA NY ME VT CTMANH NJ DCDERI West Centrar Mid WestNorthEostSouthWestEastAtlanticFast MDNDTXSDCOUTAZ NM

Over time, we will hire a strategist to create third party influencer plans for each of the brands. Event Team We will hire an event team to plan, schedule and run events to drive awareness and leads.

3rd Party Influencer Strategist

MARKETINGGROUP SERVICES Marketing Analysts

We will hire one per three studios to execute marketing campaigns. May eventually move to one per two studios. Digital Marketing Lead In year two, we will hire a specialist to lead digital engagement.

We will hire a social media consultant to work with studios on creating a unique strategy for them.

Social Media Consultant

Web Team We will hire a digital team to design, build, and manage company websites as requested by studio CEOs.

VP of Recruiting We will hire an executive recruiting lead that will recruiting and talent acquisition strategies, including opening new locations. Developing programs with universities will be a large, important part of the position. Understanding trends and tools in recruiting will also be key.

HR & RECRUITING CHRO We will eventually hire an HR lead that will help craft policies across the group and reduce cost & risk across the brands. Recruiters Our plan is to grow recruiting to have a recruiter per studio per country. In some countries we may have multiple cities with recruiters located in each.

GROUP SERVICES

Most likely onshore, though may have some offshore (based on client preference), these resources will be seasoned delivery leads that will be responsible for client deliverables, communication, advisement, and growth.

We will hire a chief delivery office to provide a proven set of implement tools, techniques, and technology. A seasoned delivery officer with experience building out large, quality delivery organizations.

Client PartnersEngagement

DELIVERY

GROUP SERVICES

Chief Delivery O cer

PMO We will eventually hire a PMO leader to build out articles, methods, training, reporting, and other delivery assets.

FINANCE CONTRACTS& GROUP SERVICES Accounting Project based accounting. Industry and studio P&Ls. Reporting and budgeting. Contracts MSA negotiations. SoW Risk review. Contract review. Capital New OperatingIP. cash flows. Project based lending. Acquisitions Capital partnerships. Due Earndiligence.Outs.

PARTNER PROFILE IDEAL / TARGET ACCELERATED VALUE PARTNERS

Excels at one specific technology, platform, or industry Great at delivery, with a proven delivery methodology / process that can be repeated and scaled. Thought leaders in their respective field of expertise. IP that adds value and can solve our clients' issues. Creates growth opportunities and higher valuation. A deep relationship with a small set of quality clients. A good set of managers / owners that have the capability to providing quality at scale.

PARTNERPROFILE IDEAL / TARGET

Fits strategically with our portfolio and be a service we can cross sell easily Someone with the same objectives and motivations asthe rest of the member studios. 10.09.08.07.06.05.04.03.02.01.

Revenue between 1mm -10mm. Excels in a technology that is in the earlier stage of the technology adoption curve. Therefore, is positioned to see the rapid growth as the market accelerates.

EXPECTATIONS ACCELERATED VALUE PARTNERS

EXPECTATIONSAccelerategrowth PARTNER EXPECTATIONS OF THE GROUP

Bringing in new logos Cross selling across client portfolio Increasing deal size Adding new services and products Accelerate margin / profit Reduce SG&A as percentage of sales Bring automation to processes where they have excessive costs. Gain access to new capital sources through our collective breadth and size. Provide access to the world class experts, advisors and consulting leaders. Sell between 5 and 10 years. Lower expenses by spreading SG&A across the portfolio Increase the individual valuations of the partners by adding quality brands, helping build IP, creating platforms, and optimizing processes.

GROUP EXPECTATIONS OF THE PARTNERS Run your company. Deliver with consistent Buildquality.a world class brand and growthandthatProvidereputation.IPandservicesarehighlymarketablethatwillincreaseandvaluation. Create full growth plan. CanAlliancesAcquisitions&Partnershipshavededicatedsales teams Jointly sell with group. Can sell early Must sell when we all sell Use the group platforms Provides consistency and data Improves value for sale or IPO Share accounts and Providecontacts.transparency on product, services and/or platform. GROUP EXPECTATIONS OF THE PARTNERS

What Minimum of 15mm in revenue. Running at 20% EBITDA. How Have a scalable delivery process that yields consistent quality Build IP and Products Create effective messaging and GTM strategy Have effective Pre-Sales personnel Speak at events and build expert reptation Find acquisition targets Having 20% of sales in products or platforms Having 25% of sales be reoccurring revenue Having 30% of business be long term augmentation Leveraging our best in class integrated operating system across sales, marketing, recruiting, delivery, finance and HR.

GOALSSTRETCHSTUDIO

What Creating 375mm in collective sales across the brands within years Running at 20% + EBITDA Selling for 12.5x -15x EBITDA or having IPO at 20x+ of EBITDA Sell at 1 billion + collectively IPO at 1.5 billion How 25 brands, with at least 15 mm per year in revenue Internal growth rates for each brand to exceed 25% annually Helping brands grow minimally 10% annually through acquisitions Growing existing clients, a minimum of 20% through effective account management and cross selling. Becoming the leading experts at using social media, digital, events, influencers & other channels to generate proactive leads. Growing each brand globally. Having sales for each brand in North America, Europe, South America. Having 20% of sales in products or platforms. Having 25% of sales be reoccurring. Having 30% of business be long term staffing. Having the best in class integrated operating system across sales, marketing, recruiting, delivery, finance and HR.

GOALSSTRETCHGROUP

CRITERIASUCCESS ACCELERATED VALUE PARTNERS

WHAT DO WE NEED TO DO TO BE SUCCESSFUL

Successful find investors to fund first two years of operations. Find partners who have world class delivery capabilities in a specific niche. Create a world class lead generation system Inside sales. Local Geo Leaders. Contract and third-party advisor sales. AI driven marketing. Events, Association & Alliances. Influencer strategies. Web and Digital marketing. Close opportunities at a high rate. Need best in class pre –sales Deliverclosers.withexcellence. Brands must be great at delivery and be able to scale it. Have great customer service. Grow existing customers. Ensure we have a platform(s) that provide efficient, automated back-office processes and the data to make sound, informed business decisions. Gain access to capital sources to fund everyonemodelHavedevelopmentIP/Productandacquisitions.asoundmanagement(traction)thatholdsaccountable.

MODELMANAGEMENT ACCELERATED VALUE PARTNERS

The group will manage Sales teams and funnels. Marketing team and funnels. AccountingGroupRecruiting.HR. and Contracts. Client Engagement & Growth. External capital partnerships. The studiosmanagewill Quality Delivery. GTM strategies. IP & Product EmployeeDevelopment.engagement.FinancialAnalysis.ProjectOversight. Any other position or need a studio adds onto their P&L. VISION 8 SharedQuestionsbyAll TRACTION MeetingRocksPulse PEOPLE RightRightPeopleSeats DATA MeasurablesScorecard ISSUES IssuesIDSList PROCESS FollowedDocumentedbyAll MANAGEMENTMODEL

Will provide a KPI platform to measure individual, team and departmental goals. Will provide access to partner studios if they would like to implement within their companies.

MANAGEMENT MODEL

Delivery management platforms are still TBD, but will likely include a platform like Jira integrated into Salesforce for dashboards and reporting. Accounting systems have not been chosen yet, but may also likely to be in salesforce

Will have monthly group meeting of all partners to discuss joint customers, new opportunities, issues and risks, and overall performance.

Will have one account management meeting for each key account once a month. Will review progress, assign tasks and create new approaches.

The group will use traction as a management model, for the group. We can provide training to studio partners to implement within their companies as well.

Will have monthly one on one review with studio partners. Review groups performance, as well as discuss new campaigns, opportunities, or issues.

We will leverage Salesforce to manage pipelines, marketing, sales performance, recruiting and other operational metrics.

AGREEMENTTERMS ACCELERATED VALUE PARTNERS

REV PROFIT& Basic Terms and Agreements: All client contracts will be signed with Accelerated Value Partners. Group will bill client and then pass-through funds to the partner based on their discounted rate cards. Group will keep the spread to pay the SG&A expenses and eventually earn profit. 80% of profits will be invested back into business, 20% will be used to fund bonuses. The 80% reinvested will be to hire more staff, invest in new studios, or to fund IP in an existing studio. We will create an investment committee to determine what investments will have the largest impact to the overall group and allocate profits accordingly.

The group will pay most of the SG&A expenses; however, the partner studios can spend and invest their money as they see fit. For example, if they would like to add direct sales teams for their studio and have the group manage them, they can pay a monthly fee for the Theservice.groupwill keep two sets of books. The first set will be the P&L of the group and then the separate P&Ls of each individual studio. The second set of books will be one P&L of all the collective studios combined with the group. This second P&L will provide a view of the company if/when we sell or decide on an IPO.

Partnership with no obligations

contractual

Partner Commitments Provide discounted rate card Agree to monthly meetings Put logo on website Provide pre-sales resources to work on opps Provide training and scripts for inside sales Delivery successfully

YEAR ONE BASIC TERMS AND AGREEMENTS

Develop lead generation engine. Hire initial marketing team. Hire Partner Engagement lead. Hire recruiting teams. Build out salesforce platform. Build out management platform. Select accounting system.

Group Commitments

Partnership with contractual obligations Partner Commitments

10% Continuedequity.discount pricing. Quality Delivery. Agree to contractual terms.

BASIC TERMS AND AGREEMENTS

Group Commitments

Grow revenue and profits through effective lead generation. Provide cross selling thorough strategic account management. Provide capital to fund IP. Continue building team. Adding more brands.

YEAR TWO

Equity Schedule: 10% end of first year, if you decide to join formally 2x growth = 20% 3x growth = 30% 4x growth = 40% 5x growth = 50% We can use other performance measurements to set equity schedule. For example, every 2 million in revenue = 10% for equity. Equity is performance based. Equity amount is determined annually based on performance to date. Equity can go up or down based on numbers.

BASIC TERMS AND AGREEMENTS

In a group sell, the owners of the studios willEBITDAreceive:*Multiple * Percentage Ownership.

The group will be granted first right of purchase.

The objective is for us all to sell together within 5 to 10 years and at a higher multiple than if we exited individually. With that in mind, one of the key terms that partners must agree to is that when two thirds of the partners agree to sell, we must all sell.

EXIT STRATEGY

If the group declines, the group will provide all due diligence required by buyer. Ownership percentage will be based on equity scheduled obtained at time of sell. In the case that a partner needs to leave early, or they get a very compelling offer for purchase independently, they have the right to sell early.

KEY TASKS TO COMPLETE ACCELERATED VALUE PARTNERS

mm1.5 CashflowPositive ¡CELEBRATE!500k 750k mm1 Capital to staff full inside sales department, build accounting and delivery platforms. Initial Capital = $1,500,000 Initial GEO leads, inside sales and Salesforce platform. Additional inside sales and industry vertical leads European and South American teams Nov 15th July 2024June 1, 2023 January 2023Jan 1 2024 CAPITAL SCHEDULE

S&M Tasks Create logo and brand. Write sales content. Create Identifywebsite.original campaigns for industry and studios. Build scripts and messaging Add clients and contacts. Create Pricing Sheets. Train staff. Start Startindustry-based.promotingcallingonclients and implementing lead gen. 09.08.07.06.05.04.03.02.01. Operational Tasks Get Createcapital.studio operating Createagreements.contract templates. Create delivery org. Create recruiting structure. Begin building proactive candidate pipelines. Set up accounting process / Onboardstructure. partners. Organize lines of credit. Set up investment committee.10.09.08.07.06.05.04.03.02.01.

Platform Tasks Negotiate with Salesforce. Build out Salesforce process. Select Marketing Tools. Build out recruiting platform. Select accounting platform and Selectconfigure.delivery systems and SelectconfigureManagement / KPI Integrateplatform. platforms into seamless operating system. Train staff.

Onboard CRO and CFO. Hire Nearshore Staffing CRO. Hire inside sales teams. Setup Colombia Staffing recruiting team. Hire Atlanta, Dallas and Houston GEO managers. Hire recruiting team. Hire accounting team. Hire Client Engagement HirePartner.Data CEO or find partner.

Platform Tasks

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TASKS THAT NEED TO BE DONE!

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PRODUCT ROADMAP QTR 4 2022 QTR 1 -2023 QTR 2-2023 QTR 3- 2023 QTR 4 2023 QTR 1- 2024 QTR 2- 2024 QTR 3 - 21 Create WebsiteSalesforce Sales SalesforcePlatformSalesPlatform Create Pricing Sheets Get capital Create MSAs and Contracts Implement Recruiting PlatformHireEngagement Leads Begin Account Management Build Recruiting Pipelines Implement Delivery Platforms Implement Management Platforms Integrate Platforms Implement accounting system CFO Hire Accountants Building Reporting Dashboards Sign Capital Partners Hire more GEO Managesr Hire Europe and S. America Teams DashboardsHire GEO Leads Hire Industry Leads Salesforce Marketing Platform S & M Operations

CAPITAL SCHEDULE Initiate Optimize Expand Scale Operate Nov 15th Jan 2024Jan 1, 2023 January 2025April 2024 Initial Capital Initial BuildBeginPartnersHiringcollateral and website Start building platforms05.04.03.02.01. Start Operations Hire CFO & accountants Begin BeginandImplementrecruitingsalesrecruitingplatformsSelling05.04.03.02.01. Build Europe Build South America Add Industry Leads Add GEOs Add new brands05.04.03.02.01. Stabilize expense Become profitable Invest profits Start Acquisitionsexpensesreducing05.04.03.02.01.Hire GEO leads Move RampManagementImplementaccountingScorecardrecruiting04.02.01.03.

tommywilliamsimon@hotmail.com www.accelerated.com/valuepartners

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