Prepare for Bullish Market

Confidence among midmarket executives is up and market conditions still seem to favor a buyers’ market and more companies are engaged in actively seeking acquisitions and raising capital. That also means that fewer companies are sitting on the sidelines, increasing the competitive edge significantly.

Major reasons for buying are:

  1. Increase Revenue
  2. Meet market expectations better (especially lower midmarket)
  3. Expand geographically within the US

According to a Deloitte Survey (Dec 2014), the confidence among midmarket executives is highest since 2011. They are eying expansion opportunities and some are contemplating an IPO, an increase of 10% within the past 6 months. The other interesting factor according to this report, is that revenue, profits and productivity are all up and in much better standing than a year ago. This gives the companies a stronger foundation and greater confidence to expand.

Organic growth for a midmarket business continues to be harder to achieve, so how will you evaluate your business? Do you show strong fundamentals? If not, an important step for you is to pay attention to your operational profitability before venturing out to make an acquisition. Focusing on both top and bottom line growth is essential and can be achieved simultaneously.

The other good news is that executives feel more confident about raising capital (2015 Citizens Financial Group) for the following reasons:

  1. Capital expenditures (51%)
  2. Acquisitions (39%)
  3. New products and services (33%)

The majority are considering debt financing, especially true in the lower middle market. The larger midmarket companies are contemplating private equity at a higher rate than the smaller ones ($5-$25M in annual revenue).

So what does this all tell you? All this activity in the midmarket is telling us that competition is real. If you want to compete in this active market, you must stay on top of the game.

For your business to reach its next stage, here are some next steps to consider:

  1. Assess your business today
  • What are your strengths and what are your weaknesses in the market place?
  • Where are your inefficiencies and how can you fix them?
  • What is holding you back from expanding the business? Systems, Cash or People?
  • What is your timeframe to fix or change things all together?
  1. What are your expansion opportunities?
  • New products and services
  • New markets
  1. What path will you take and how will you evaluate the opportunity?

    • Acquisition or Management Buyout
    • Strategic Partnerships
    • Develop your own products and services
    • Opportunity cost

Knowing how to prioritize and develop a Strategic Plan so you remain competitive and are not left behind, will be of critical importance. For certain, reach out to the right advisors and experts who can support you and lead you in the right direction.

“The mid-market will undoubtedly play a key role in sustaining the economy’s upward trajectory moving forward,” adds Roger Nanney, leader of Deloitte Growth Enterprise Services. “As these companies move on to the next stage of growth, it will be critical for them to prioritize investments and focus on areas that are most likely to fuel growth.”

Together, let’s determine the most likely areas to FUEL YOUR GROWTH. The NSS team is passionate about helping businesses get to the next stage. Call us to start the conversation at 617-449-7728

Maximize Business Potential

INVITATION TO CEOs & BUSINESS OWNERS

WED April 15 | 11:00AM – 12:30PM | BURLINGTON

REGISTER TODAY!  LIMITED SEATING

NSS has EXCITING NEWS to share with YOU, our business community!

We have joined a unique partnership with the COG that is designed to help CEOs and business owners like yourself leverage their organization’s capabilities and reach their maximum potential.

You are invited to an informational session about the most comprehensive VISION DAY on the market today!

We want to help you build a business roadmap into the future and we will explore practical ways to maximize your business potential.

Learn more about the 3 INGREDIENTS OF SUCCESS that must be in place for the 21st century business.

VISION | PLAN | DESIRE

You will leave this program with a clearer picture of the challenges you face today, but more importantly, a clear vision of what you want to look like in 3 years’ time – and how you will make that vision happen!

REGISTRATION IS COMPLIMENTARY & REQUIRED | Limited seating | Lunch is served

The COG is a virtual, collaborative consulting platform designed to help business owners leverage their capabilities in the ‘Knowledge Age’.

THE PRESENTING COG TEAM:

  • Paul Latham, In-Cube-8, LLC
  • Rudi Scheiber-Kurtz, Next Stage Solutions, Inc.
  • Jeff Deckman, Capability Accelerators, Inc.

Join CEOs of Harpoon, Jotul, CBIZ, Barrett Distribution, Atrion and more…

Summit

In two weeks from today we will be bursting at the seams! We have 14 speakers and lively discussions lined up.  An event not to be missed.  Join me today by signing up.

At the end of the event we will have a wine and beer tasting.  See what the folks at Harpoon had to say…

Harpoon

2015 XPX Summit: The Progression of Succession

Transition options you should be aware of now, to plan for your succession in the future.

Thursday, March 19th 2015 – 8:00 am – 4:25 pm  

followed by Networking Reception & Harpoon Beer Tasting

Register Now!

The Conference Center at Waltham Woods, Waltham, MA

Identify Your Risk and Value Drivers and Enhance the Value of your Business


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Identify Your Risk and Value Drivers and Enhance the Value of your Business


By Guest Author Chris M. Mellen, ASA, MCBA, CVA, CM&AA, President, Delphi Valuation Advisors, Inc. | cm@delphivaluation.com


Many people see valuation as primarily a financial calculation, but that is just a fraction of the process. A company’s financial statements portray the results of its financial performance in the past, not the causes and the company’s expected future performance. A company’s success is generally dependent on its ability to produce products or services efficiently, in appropriate quantity and quality, on time at a reasonable cost, and market, sell, and distribute them effectively at a sufficiently attractive price. This success is impacted by the company’s strengths, weaknesses, opportunities, and threats (SWOT) that must be assessed as part of the valuation process. Therefore, a solid qualitative assessment of the company is at least as important as a quantitative assessment when determining value. It is the qualitative assessment where management can begin to identify risk drivers that cause uncertainty for the company, and look for value drivers and opportunities to create value.


An important part of the qualitative assessment is the identification of risk at the economic, industry, and company-specific level. A proper analysis will reflect the company’s external environment (i.e., its opportunities and threats) and then look at its internal factors (i.e., its strengths and weaknesses) including its historical performance, paying particular attention to the competitive factors—the causes—that created the results portrayed on the company’s financial statements. With this history in perspective, the analysis then looks at anticipated future economic and industry conditions, how those conditions differ from the past, and the company’s ability to compete in this expected environment.


The external analysis examines those factors outside the company that will influence its performance and competitive position, including economic and industry conditions. The internal analysis considers the company’s capabilities, including breadth of products and services, production capacity and efficiency, marketing, sales and distribution effectiveness, purchasing power, customer concentration, status and ability to protect intellectual property, technological capability, access to capital, and the depth, quality, and availability of management and employees.


The SWOT analysis identifies and assesses how the company operates, how it interacts with and relies on its suppliers and customers, and how it performs relative to its competitors. From this, a determination of how risky the company is relative to its competitors can be made, considering the industry and economic conditions in which it operates. As the competitive analysis progresses, we identify the causes behind the results reflected on the company’s financial statements. That is, we identify why the company performed the way it did given its competitive environment. And because investment is always forward looking, the competitive analysis ultimately is used to assess the company’s anticipated performance. While history provides a track record, value is primarily a function of the future.


The factors that are identified in the SWOT analysis are frequently referred to as value drivers and risk drivers. Risk drivers cause uncertainty for the company. Value drivers reflect the company’s strengths that enable it to both minimize risk and maximize net cash flow returns. Cumulatively, identifying the risk and value drivers establishes the company’s strategic advantages and disadvantages. They are ultimately quantified in the discount rate that reflects the company’s overall level of risk and in the forecast of expected net cash flows.


This article was sourced from Valuation for M&A: Building Value in Private Companies, chapter 3, authored by Chris Mellen and Frank Evans, Wiley 2010.

New Standards for Revenue Recognition

Revenue Recognition Principles promulgated in 2014

By Derek A. Smith, Managing Director, Next Stage Solutions, Inc | smith@nextstagesolutions.com

The Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) have at long last completed their deliberations on the establishment of revenue recognition principles that are common wherever US GAAP and International Financial Reporting Standards (“IFRS”) are applied. The new standard was issued on Wednesday, May 28, 2014 and will be effective for fiscal years beginning after December 15, 2016 for public companies and December 15, 2017 for private companies. Entities will have the option to apply the standard retrospectively or to adjust opening retained earnings for the cumulative effect of accounting for contracts that are not completed under legacy GAAP at the adoption date.

Implementation of the new standard will mark a big change for many companies in the United States today. It is estimated that there are more than 200 pieces of authoritative literature that create industry-specific rules for revenue recognition including ASC 985-605, Software: Revenue Recognition; ASC 605-35, Revenue Recognition: Construction-Type and Production-Type Contracts; and ASC 932-605 Extractive Activities – Oil and Gas: Revenue Recognition. These will all be replaced by the new standard. In the press release announcing the new standard FASB Chairman Russell Golden stated “It will eliminate a major source of inconsistency in GAAP, which currently consists of numerous disparate, industry-specific pieces of revenue recognition guidance.”

 

Why you want to start sooner rather than later

While the launch date may seem far off, companies and their management teams need to understand that systems and processes are going to need adjustment to satisfy the new guidelines. It is not appropriate to use an Excel spreadsheet to track the reporting obligations. Further, for any company that provides comparative financial statements, the results for the earlier periods will need to be recalibrated if the company applies the standard retrospectively. Public companies have to provide three years of comparative Statements of Activities.

 

What is the new Standard?

The core principle of the new standard is that “an entity shall recognize revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services”. While there are some exceptions, the standard will apply to most transactions with customers.

The New Standard in 5 Steps

The new standard has five steps an entity must take in determining the recognition of revenue. They are as follows:

1. There must be a contract (either oral or written) with the customer;

2. The contract must spell out the separate performance obligations;

3. The transaction price must be determinable;

4. The transaction price must be allocable to the separate performance obligations in the contract; and

5. Individual performance obligation revenue will be recognized upon satisfaction of the individual performance obligation.

1. Contract with a Customer

A contract must have commercial substance; the parties are committed to perform their respective obligations; each of the parties can identify their rights regarding the goods or services to be transferred; and the entity providing the goods or services can identify the payment
terms for effecting the transfer. The standard addresses contract modifications and add-on obligations.

2. Separate Performance Obligations

The final standard will provide specific guidance on evaluating the goods and services in a contract to identify each separate performance obligation. While the final standard will not define goods or services, it will provide several examples including goods produced for sale, granting a license, and performing contractual acts. A good or service will represent a separate performance obligation if it meets both of the following criteria:

(i) It is capable of being distinct (that is, the customer can benefit from the good or service on its own or with other readily available resources); and

(ii) It is distinct in the context of the contract (that is, it is not highly dependent or highly interrelated with other promised goods or services).

The final standard will include other indicators (or similar indicators) of whether a good or service is distinct in the context of the contract.

3. Transaction Price

The third step in applying the new standard is to determine the transaction price. That is, an entity must determine the amount of consideration to which it expects to be entitled in exchange for the promised goods or services in the contract. The transaction price can be a fixed amount or can vary because of discounts, rebates, refunds, credits, incentives, performance bonuses/penalties, contingencies, price concessions, outcome-based fees, or other similar items. Under this model, an entity would estimate the transaction price by considering the effect of variable consideration, the time value of money (if a significant financing component is deemed to exist), noncash consideration, and consideration payable to the customer. Entities would use a probability-weighted approach to estimate a transaction price that is subject to variability (expected value) or an approach based on the single most likely amount, whichever is more predictive of the amount to which the entity would be entitled.

Note: Contingent consideration would only be included in the transaction price when an entity has a “high level of certainty” that the amount of revenue to be recognized would not be subject to future reversals.

4. Allocating the Transaction Price

Next, the entity must allocate the transaction price to the separate performance obligations. When a contract contains more than one separate performance obligation, an entity would allocate the transaction price to each separate performance obligation on a relative stand-alone selling price basis (with certain limited exceptions). The standard will note that the best evidence of stand-alone selling price is the price at which the good or service is sold separately by the entity. If the good or service is not sold separately, an entity will be required to estimate it by using an approach that maximizes the use of observable inputs. Acceptable estimation methods will include, but are not limited to, expected cost plus a margin, adjusted market assessment, and a residual approach (when the selling price is highly variable or uncertain).

5. Recognition of Revenue

The fifth and final step in the model is to recognize revenue when (or as) each separate performance obligation is satisfied. A performance obligation is deemed satisfied when control of the underlying goods or services (the “assets”) for the particular performance obligation is transferred to the customer. “Control” is defined under the proposed model as “the ability to direct the use of and obtain substantially all of the remaining benefits from the asset” underlying the good or service. In applying the proposed model, an entity will first evaluate whether control of a good or service is transferred over time. A performance obligation is deemed to be satisfied over time (i.e., control of the good or service is transferred over time) when at least one of the following is met:

• The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced.

• The customer receives and consumes the benefits of the entity’s performance as the entity performs, and another entity would not need to substantially reperform the work the entity has completed to date.

• The entity’s performance does not create an asset with an alternative use to the entity and the entity has a “right to payment for performance completed to date.”

If any of the criteria are met, an entity would be required to recognize revenue over time as control of the goods or services is transferred to the customer. In such case, an entity would recognize revenue by measuring progress toward satisfying the performance obligation in a manner that best depicts the transfer of goods or services to the customer. The standard will provide specific guidance on measuring progress toward completion, including the use and application of output and input methods.

Note: There is no reference to collectability of the revenue as currently exists in US GAAP. While there has to be a reasonable expectation of collectability the new standard does not impose a threshold such as “reasonably assured”. The standard setters have stated that any provision for bad debts must be prominently disclosed within operating expenses.

Major Changes to Consider

· Affects both Public and Private companies

· Must run parallel accounting systems for at least 2 years( private companies) and 3 years (public companies)

· New standard is Principled based not Rules based

· There is an opportunity for Judgment

Other Considerations

As with any new standard, there are other items to consider in implementing the standard. They include the required disclosures to be included in the financial statements (hint: they are onerous), and for US companies the impact on accounting for income tax obligations. For example, the Internal Revenue Code addresses advance payments for goods and services and income from long-term contracts. Entities will need to evaluate how the new revenue recognition principles reconcile with income for tax purposes.

Next Steps

For further information, please don’t hesitate to contact your Next Stage Solutions partner. It is not too soon to begin addressing the accounting and operational processes required to be modified to be in compliance with the new standard.

Are You Maximizing Your Business Value before Selling?

Are you Maximizing your Business Value before Selling?

By Rudi Scheiber-Kurtz, CEO of Next Stage Solutions, Inc

If you ask any professional business or M&A advisor “What is the optimal time to maximize the value for my business before selling?” The most common answer is – 24 MONTHS.

In reality, it turns out to be more like 24 WEEKS as the owner is tired, anxious, and ready to make the change.  One of my investment banker friends recently told me that never before has it taken so long to close a deal – up to 16 MONTHS with issues from both the sell and buy side.  There is now more cash available than ever before and the time may be ideal for you. However, maximizing the value of your business requires proper planning and sound execution.

Are business owners willing to leave money on the table?  Hiring an internal advisor to increase your value by $2-5Million seems to be a no brainer.  The only caveat is that value creation does have a time factor.  This investment will be well worth your time and money.  Let me list a few things to consider:

  • Streamline and document your business processes and systems so your employees have a guide and perform better
  • Increase your utilization rate from 50-75% to optimally use your current ERP system
  • Eliminate manual input into information systems wherever possible
  • Understand your margins by product and services.  It is the only way to eliminate waste and non-profitable areas that drain your resources
  • Have a 2 year customer satisfaction and retention strategy plan to address issues with any problematic customers
  • Re-organize your executive team for optimal advantage to a buyer
  • Start with  a Benchmark Assessment that compares your business to Best Practices to minimize your intrinsic risks
  • The GAP Analyses from your assessment will indicate where to make immediate improvements and where improvements should be made over the next 24 months

It is certainly a daunting task to prepare a business for sale; yet not properly preparing for it would be a shame after all the years you spent building a successful Company. Every one of the above steps will add value to your business, and these are only a sample. The upside of being prepared is that you have more negotiating power with a potential buyer and the power to walk away from the deal.

Start value building today. Consider a benchmark assessment that will give you a baseline and leads you towards transformation initiatives. We call them EBITDA (earnings before tax, depreciation, and amortization) Transformations.  In a relatively short time you can improve both top and bottom line for your business.

Take care of your risks and areas of weakness today rather than have a buyer use them to decrease your business value or walk away from the deal.

Consider:

  • Develop a Roadmap using a GPS
  • Build it for 24 months addressing and fixing all the potholes
  • Have a faster drive to selling your business

Excellent resources are available in guiding your through this process.  However, the best investment you will make is hiring the right advisors to support you through this process.  Joe Marrow of Morse, Barnes-Brown Pendelton lists four key points to consider in his article “Planning for a Liquidity Event — Choosing the Correct Exit Strategy”:

  1. Focus on Execution
  2. Be Bought, Not Sold
  3. Surround Yourself with Excellent Advisors
  4. Choose the Correct Exit Strategy

What is a potential buyer looking for?

  • EBITDA compared to annual sales
  • Customer base and profitability within products/segments
  • Processes and policies in place
  • Systems integration and optimization
  • Inter-departmental emphasis in problem solving
  • Focus on Customer acquisition and value add
  • Growth opportunity in the future market place

Is it the right time?  Is it a sellers or buyers market?  According to Jeff Mortimer’s investment statistics, it is a good time to sell and buyJeff Mortimer, Director of Investment Strategy with BNY Mellon, has collected impressive data including market confidence factors, common market assumptions and the seasonality and cyclical nature of the market in any given economy over the past twenty years.

Timing is favorable also in terms of cost of capital given the low interest rates.  Quantitative Easing will be most likely eliminated and we will start to see an uptick in interest rates.

The window is NOW if you are contemplating selling your business. Start today and give yourself the time you need to eliminate your weaknesses and risks.

And one more thing!  Doing it alone is not a good option, so finding the right advisor will be one of the most important investments you will make.

NSS has participated in over 50 M&A activities, many on the buy side. Our advisors work with you inside the business, we walk the floors and roll up our sleeves.  We use our own comprehensive benchmark assessment tool to give you a baseline and gap analysis, then start building value and minimize your risks. Our GPS comes free!!

Key Ingredients for the Right CFO: Interview with Karil Reibold

Interview with CEO Karil Reibold

by Rudi Scheiber-Kurtz, CEO of Next Stage Solutions, Inc

Thank you Karil for taking the time to speak with me on this important subject of how to define the RIGHT CFO for your business.  We get this question quite a bit of just what should the expectations be of a CFO.  CEOs know that Accounting and a CPA are no longer adequate from the Head of Finance.  I thought there is no better way to get some take-aways than from a dynamic CEO.

  • In your past CEO role of a fast growing business, what were the key ingredients you were looking for in finding the right CFO?

I think the most important ingredient that I look for is a business partner.  Some of the key attributes are:  strategic, open minded and able to think out of the box, but must be hands on at the same time.  A CFO, who isn’t afraid to learn the business and understands and supports the catalysts to growth (spending money on the right things).   Also, critical is their ability to develop and manage people.   This needs to be coupled with a strong sense of fiduciary responsibility to the corporation, its investors, partners and employees.

  • How important was it to you to have a CFO partner who supported and augmented your position in the board meetings?

To me the CFO has a dual reporting structure to the CEO and the board.  Their role is to ensure proper governance and financial reporting.   I think healthy collaboration and disagreement of ideas within the executive team belongs in a staff meeting or strategy meeting.  I encourage that interaction.  But, I feel strongly that those debates should be resolved prior to a board meeting.  The executive team should provide a unified and clear message to the board.  That isn’t to say opinions are not welcome from the executive team, it just means we don’t second guess our decisions at the board level.  This means no surprises.  The board has two roles.  The first role is they provide fiduciary oversight for all stakeholders of the company.  I define stakeholders to be investors, partners and employees.  The second role of the board is to challenge the strategy and provide feedback to the executive team on the vision, mission, goals and progress against those goals.  So often, I see executive teams bring problems to their board without a well thought out solution.  This is a slippery slope.  From the CFO perspective their role is to support the CEO and the rest of the team with well vetted financial models that ensure the strategy works.

  • Efficiency and Effectiveness are always top of mind. What are your expectations for a CFO to successfully achieve a best practices organization?

Once the business model has been validated, it becomes all about velocity.  It starts with a clear vision and a set of goals.  These goals translate into roles and responsibilities within the organization.  Automating and process mapping are essential to efficiency and velocity especially in rapid growth businesses.  This needs to be a continuous improvement loop because times change and people get stuck in doing what we always did.  I am also a strong believer that a broken or missing process is usually the issue when the “blame game” happens in an organization.  The blame game is usually played cross functionally where dependencies from one group are impacting the other.  Usually people are blamed, but I always look to what is wrong with the process.

  • What are some of lessons learned in not having the right CFO and how did it affect your business or business that you have worked with?

I think the number one lesson that I have learned and encountered is that there is a perception that a CFO isn’t needed until a certain point in a company’s life cycle.  By not bringing them in soon enough, the CFO is faced with getting up to speed quickly in a rapid growth environment without the necessary infrastructure or employees in place.  I think the perception comes from a number of factors.  The first is a preconceived idea of what the CFO’s profile should look like.  With many potential outcomes for the business, CEO’s struggle to figure out what is the right resource for some point down the road and do not realize the challenges right now.  I think the second factor is that CFO’s need to bring a balance of being strategic, hands on and have the ability to learn the business and manage multiple stakeholders.  No small task.  The CFO needs to think broader than just the financial.  They are not counting cash but providing strategy and leadership and value to the organization in other ways than just the perception that they are the fiduciary stewards.

  • What recommendations do you have in terms of expectations setting for your future CFO?

Be strategic, yet fiscally responsible, understand the business drivers, don’t just be the “no” guy.  Look at what the business needs, anticipate future funding and cash flow and see around corners.  Figure out where to invest resources to achieve huge success.  Be open to learning and collaborating, and developing a solid team. And don’t forget to roll up your sleeves.

Karil Reibold’s Bio

Karil Reibold has over 20 years of experience as a results driven senior operating executive helping companies define their organizational strategy and how they execute to achieve results that drive stakeholder value.  In her career, she has raised in excess of $300 million in debt and equity financing.

Most recently, she served as the CEO and President of Whaleback Managed Services were she was responsible for creating a culture to deliver a best in class managed service offering which drove revenue growth for over 16 consecutive quarters. Karil’s work as an Executive in Residence at Norwest Venture Partners allowed her to work with portfolio companies to define the right go-to-market strategy, build the right team and drive shareholder value.

Karil has a passion for innovation, entrepreneurship, creativity and a strong sense of commitment to her community and the investment in future generations.