Happy Thanks to Many Givings

My Favorite Thanksgiving Poem

Let Us Give Thanks by Max Coots

Let us give thanks for a bounty of people:

For children who are our second planting, and, though they grow like weeds and the wind too soon blows them away, may they forgive us our cultivation and fondly remember where their roots are.

Let us give thanks:

For generous friends…with hearts as big as hubbards and smiles as bright as their blossoms;

For feisty friends as tart as apples;

For continuous friends, who, like scallions and cucumbers, keep reminding us we had them;

For crotchety friends, as sour as rhubarb and as indestructible;

For handsome friends, who are as gorgeous as eggplants and as elegant as a row of corn — and the others — as plain as potatoes, and so good for you.

For funny friends, who are as silly as brussels sprouts and as amusing as Jerusalem artichokes, and serious friends as complex as cauliflowers and as intricate as onions.

For friends as unpretentious as cabbages, as subtle as summer squash, as persistent as parsley, as delightful as dill, as endless as zucchini, and who — like parsnips — can be counted on to see you through the long winter;

For old friends, nodding like sunflowers in the evening-time, and young friends coming on as fast as radishes; 

For loving friends, who wind around us like tendrils, and hold us despite our blights, wilts, and witherings;

And finally, for those friends now gone, like gardens past, that have been harvested — but who fed us in their times that we might have life thereafter;

For all these we give thanks.  Happy Thanksgiving to All!

thanksgiving

Achieving Non Linear Growth

Achieving Non Linear Growth in Academia: Lessons for your Company!

co-sponsored by Next Stage Solutions & Stybel, Peabody & Associates

Thursday | 5 March | 2015 | 10:30am – 12:30pm | light refreshments

THIS EVENT HAS BEEN POSTPONED DUE TO UNEXPECTED CIRCUMSTANCES.  STAY TUNED!

Linear growth defines the present as the baseline and seeks to grow the same amount each year at a regular speed.

Nonlinear growth, however, defines the future as the baseline and seeks to make a radical shift from the past. An example of nonlinear business models incorporate branding, cloud computing, dynamic pricing models and delivery accelerators.

Are you managing for linear growth or nonlinear growth?

In this series we will learn from masters of nonlinear growth. Join us in an interactive workshop for CEOs and Business Owners interested in alternative and different ways to grow. We promise a nonlinear experience!
This is the first of a series on how CEOs can achieve nonlinear growth in 2015. Don’t miss out!

Keynote Speaker: Dr. Christopher E. Hopey, President, Merrimack College

Chris Hopey

Dr. Christopher E. Hopey has been president of Merrimack College for four years. Dr. Hopey directed a range of investments and initiatives that have advanced Merrimack’s position as a highly       ranked, internationally respected, selective comprehensive Catholic college.
Dr. Hopey engaged the College community in a collaborative strategic planning process to help Merrimack develop a clear vision for the future. The outcome was Merrimack’s strategic plan called, “The Agenda for Distinction,” which focuses on five strategic goals that altered the trajectory of the College by transforming it from an institution of promise to one of achievement.
Join us for a lively discussion in how this Academic Entrepreneur achieved the largest freshman class enrollment in its history this fall.

Discussion Leaders:
Dr. Larry Stybel, Co-Founder, Stybel, Peabody & Associates, Inc.
Rudi Scheiber-Kurtz, CEO, Next Stage Solutions, Inc.

Who should attend:   CEOs, Business Owners, Presidents, CFOs, COOs and other Decisionmakers

Questions to be Addressed:

  • What is the risk appetite for non-linear growth on your board?
  • What were three hurdles you had to overcome to take the organization through a transformation?
  • Where did you get the most push back in thinking outside the box?

WHERE: Next Stage Solutions, Inc,  67 South Bedford St, EAST, Lower Level, Burlington, MA 01803

Sponsored by:

Stybel Logo NSS Logo

Growth Strategy I

in collaboration with

ceo breakfast series on growth strategies for small to mid-cap ($10-$100MM)  companies in the MedTech industry

GROWTH STRATEGY I | ACQUISITIONS & PARTNERSHIPS

Wednesday, 14 January 2015

7:30am—9:30am | Constant Contact | 1601 Trapelo Road | Waltham

by personal invitation only | registration

Speakers:

Gordon Craig, CEO of Sterngold Dental LLC

which is the union of two strong companies with impressive dental histories: APM-Sterngold and ImplaMed. Sterngold was founded in 1897 as a fabricator of precious alloys, and is credited as among the first to produce consistently formulated and alloyed dental casting golds.

Jeffrey Thumm, CEO of Albright Technologies

which is your fastest source for long and short term implantable medical silicone molded parts. We specialize in manufacturing prototype and low volume production silicone components with a specific focus on quality, delivery, and innovation. With our extensive silicone molding experience we can help you with medical silicone material selection and design for manufacturability.

Discussion Leaders:

Dick O’Brien, Past President MDG, Principal, Nagog Hill Partners

Rudi Scheiber-Kurtz, CEO, Next Stage Sol
utions

Bob Weber, Managing Director, Next Stage Solutions

Who should Attend: CEOs, Business Owners, CFOs, COOs and Board Members

In this first of a 3-part Breakfast Series we will be addressing challenges and opportunities of mid-market MedTech companies to achieve profit-able growth.

The discussions will include how and why to make an acquisition or enter a partnership agreement. The topic will be approached from different points of view provided by the experts and will look at the “Business of doing Business”. This holistic approach will include the Technical as well as the Human Capital side in the dialogue.

Growth Strategy  II | Product & Market Diversification | April 16

Growth Strategy III | Scalability Issues | June 10

For more information: Bob Weber 617-449-7728 | Next Stage Solutions, Inc

67 South Bedford Street, Suite 400 West, Burlington, MA 01803

NEXT STAGE SOLUTIONS, INC. | 617- 449-7728

The Role of the CEO in Lean

CEO Workshops are part of our continuing series of educational forums where CEOs participate in peer-to-peer exchanges of ideas and thought leadership. Professional Advisors may attend with a CEO or call the office.


The Role of the CEO in LEAN

 

Register Today!

Tuesday | May 13,  2014

10:30am – 12:30pm

with a Light Lunch

HOST:

Morse, Barnes-Brown & Pendleton, P.C. at CityPoint 230 Third Avenue, 4th Floor Waltham, MA 02451

Speakers:

Moderator: Patricia Wardwell, COO at GBMP

Join an expert panel to learn how lean can drive your company growth. Not just for manufacturers!

  • What is the business case for lean?
  • Are you and your company ready to change your way of thinking?
  • Do you and your managers really understand what your customer’s values are?
  • Can your company’s culture adapt to continuous improvement?
  • Does your company have the passion and perseverance to become lean?

Sponsors:

3 Stages and 14 Steps towards a Successful Acquisition

3 Stages and 14 Steps towards a Successful Acquisition

by Derek Smith, Managing Director at Next Stage Solutions, Inc | smith@nextstagesolutions.com

A properly executed acquisition does not happen overnight!  Rather it is process that may take months and even years to accomplish.  It begins with management and board agreement to make an acquisition and ends with review of actual results compared with acquisition assumptions.  Whether you have acquisitions experience and are planning to acquire additional businesses, or are contemplating a first acquisition for your business, NSS has outlined below 14 steps in three stages you must consider to successfully achieve your goals:

Stage One:  The Courting

Acquiring a new business or a business unit can be an effective means to achieve your company’s growth goals.  Carefully and thoroughly discuss WHY an acquisitions is the best growth scenario for your business will be time well spent.  In fact, 2014 may be an opportune time as there is an uptick predicted on the sell side. The courting game starts here:

1.         Agreement of senior management and the board of directors to make an acquisition.  Corporate strategic plans will identify that an acquisition is the preferred route for growth rather than investment in organic growth (new products and/or markets).  The plan will enumerate the time frame for completing a transaction.

2.         Identification of potential acquisition targets.  Usually senior management will complete this task.

3.         Confirmation that a potential acquiree is willing to discuss being part of a larger organization.  Senior management can also undertake  this task or they can delegate the responsibility to external advisors if confidentiality is important.

4.         Conversations with senior management and the board of directors of the target organization to determine symmetry (products, markets, and personnel), opportunities for synergies, and enterprise value expectations.

5.         Development of an Acquisition Paper for approval by the board of directors that identifies (i) reason for acquisition; (ii) valuation of acquiree and expected upside including synergies; (iii) source of funding for the transaction; (iv) management team responsible for all steps of the acquisition process; and (v) risks and distractions arising from acquisition.

Stage Two: The Marriage

Adopting an Acquisition Strategy as outlined above will be very beneficial as you enter the second stage with proper planning, valuation and execution. Most important in this stage is that you have the RIGHT people (internal and external) and use them at the right time.  Negotiations between the parties are a critical component of this stage. What happens if the parties cannot agree on Price (regardless of valuations), or other key terms of an agreement. How, who, what, and during which step(s) are these issues resolved by the parties? If you cannot make it happen, always be ready and willing to say “NO” and move on to the next target. Remember, you want to keep risks at a minimum and maximize the value for your business.  Here are the Stage Two steps:

6.         Execution of a Letter of Intent with target.

7.         Accounting and legal due diligence to confirm understandings developed during Step 4.  Third party financing of the transaction will require receipt of the due diligence reports before closing on funding.

8.         Negotiation of closing documentation including escrow, earn-out, financing and employment agreements if applicable.  This is a very challenging stage as it often requires senior management of both organizations to re-negotiate sacred items in order for the transaction to proceed.  All parties to this phase need to focus on the business purpose of their tasks.

9.         Revisit and verification of the financial model to update for changes arising from the Purchase and Sale Agreement and covenants from financing.

10.       Development and approval of post-acquisition plan (integration or stand-alone) including identification of team personnel from both organizations involved in go forward activities.

11.       Board of Director approval of closing of the transaction.

12.       Closing of purchase.

Stage Three:  The Reality Check

The percentage of failed acquisitions is indeed high. We believe that with midmarket companies there is greater flexibility to make change and hence achieve synergies.  Critical to your success is that you have developed an integration strategy coupled with identification of the appropriate resources so you are ready for Day 1 after closing.  Do not loosen your expectations here and do take the time to take a reality check and learn from the mistakes.   The final two steps are:

13.       Implementation of post-acquisition plan.

14.       1 Year, 3 Year and 5 Year comparison of actual results against projected results and analysis of variances.  Lessons learned are important in ensuring success of future acquisitions.

A successful acquisition requires significant investment of time and energy of CEOs and senior management.  Whether you have an Executive Team that is strong and can run the business as you the CEO goes out and hunts for deals (assume 40-60% of your time) or you decide that you MUST run the business and hire external Advisors for assistance, particularly in completing the first or second stages, make that decision very early on.  An acquisition can quickly take on a life of its own, drain all your resources, and jeopardize the core business.

Next Stage Solution’s managing directors have been involved in 58 transactions ranging from $1 million to $2.8 billion.  They have supported CEOs and other members of management to complete the three stages or any of the 14 steps.  Let us help you with your acquisition and make it a SUCCESS!

Call us at 617-449-7728

What CEOs must know about New Standards for Revenue Recognition

Revenue Recognition Principles as Promulgated in 2013

By Derek A. Smith, Managing Director, Next Stage Solutions, Inc. He is a CPA and Chartered Accountant and was a member of the AICPA Board of Examiners from 1998 to 2006.  The BOE sets the CPA examination. Contact: smith@nextstagesolutions.com

Major Changes to Consider The New Standard in 5 Steps
  • 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

  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 allocatable to the separate performance obligations in the contract; and
  5. Individual performance obligation revenue will be recognized upon satisfaction of the individual performance obligation.

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 will most likely be published in the second quarter of 2013. The new standard 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.

Under US GAAP today there are at least eight different sources for determining how to account for revenue (for example 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.

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 allocatable to the separate performance obligations in the contract;
  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 re-perform 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.

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

Discuss this issue and potential opportunity with your CFO at your earliest convenience.  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.

Spruce up Your Business for Sale


XPX Boston - Spring Cleaning:  Helping your client spruce up their business for sale

Time: March 26 from 7:15am to 9am
Location: Babson College, Olin Hall, Needham-Wellesley Room
Street: 231 Forest Street
City/Town: Wellesley, MA
Website or Map: http://www.babson.edu
Event Type: Breakfast Meeting
Organized By: Exit Planning Exchange

Spring Cleaning:  Helping your client spruce up their business for sale

The M&A markets are showing signs of a thaw. Many of us at XPX will have clients that want to sell their businesses in the next several years. What can you advise your business owner clients to do to spruce up their business for a transaction? This panel will take you through the basics of both the financial and the non-financial, intangible aspects of a company that, on average, make up 70-80% of the value of the average business.

Come hear the war stories and the must-do lists that you can share with your clients so that they are in a position to get the maximum value from a sale.

Our Panelists:

Norm Gauthier is the Managing Partner of Heritage Hill Partners Inc., a business consulting & coaching company that helps entrepreneurs, family owned businesses and organizational leaders discover ways to improve their performance and business results while regaining a sense of control over their time and other important areas of their lives.

Sheldon Prenovitz is President of Administrative Business Resources. Sheldon founded Administrative Business Resources (ABR) in 2003 after over thirty years in the Benefits and HR related fields. Sheldon formed one of the first Employee Leasing Companies (Professional Employer Organizations, PEO) in Massachusetts, which he built to $100 million in revenue before selling in the late 1990s.

Bill Schmidt, Managing Director, Next Stage Solutions has over 35 years of experience working with all levels of management and multiple Boards of Directors regarding capital raises, Investor relations, over a dozen M&A transactions, Sarbanes Oxley and current SEC disclosure issues. He has also a hands on leader with deep involvement in revenue recognition, as well as a variety of operational and administrative functions that include contracts, legal, supply chain, HR and IT.

Janey Bishoff is a highly creative and visionary communications leader who is passionate about helping clients grow and protect their businesses or organizations through strategic communications. Janey has helped many entrepreneurs position, grow, and enhance the value of their companies – including positioning for successful exit.

The panel will be moderated by Mary Adams, Founder of Smarter-Companies, a marketplace of tools that help companies manage the intangible side of business. She is the internationally-recognized author of Intangible Capital: Putting Knowledge to Work in the 21st Century Organization. Prior to founding smarter-companies in January, she worked for close to 30 years in the management consulting business she founded, Trek Consulting and in high-risk lending at Citicorp and Sanwa.