Save the Date | Finance and Funding Options with a Panel of Experts

Tuesday, September 21, 2010 | 7:30am – 9:30am

Exclusively for CEOs of revenue producing companies who are considering raising expansion capital. Come and explore what type of financing or funding matches your needs.

Panelists:

Jane Braun, Silicon Valley Bank

Chris Mirabile, Race Point Capital

Joan McArdle, Mass Capital Resource Company

TBA, Venture Capital Partner

Moderator: TBA

Sponsored by Next Stage Solutions, Inc

Safe the date – more information to follow!

If you are running a company, Intangible Capital (IC) is a must read. This newly published book (2010) by Mary Adams and Michael Oleksak addresses the knowledge economy and its shortcomings in how we value corporations today. It is a provocative book, but an excellent read reflecting a deep understanding of how businesses work and how the intangible is becoming more important than the tangible. How do we account for that?

According to IC, only 30% of corporate assets are tangible, what about the rest? Knowledge assets are simply not measured, leaving 70% on the table. Today we have no good approach in how to account for the changes, not short term nor long term and certainly not in terms of inclusion in Financial Reporting. The book divides the knowledge intangibles into three classes of assets: human, relationship and structural capital and every chapter provides a set of tools.

Working with early stage companies, I often found push back from CEOs not wanting structure for their businesses, as it was viewed as a hindrance to innovation and entrepreneurial thinking. Intrigued by this fact, I wrote an article From Dissonance to Harmony to emphasize the importance of striking a balance between no structure and a hierarchical structure within the innovative community. I agree with the book that today’s business must have fluidity and flexibility and be an engine for ongoing learning, to allow for new thinking and better ways of problem solving from all employees with the ultimate goal to bring best value. Since the Google phenomena and vast technology advances, we have moved further into the knowledge economy. The authors were right on in suggesting leading as a conductor (horizontal) rather than the more traditional as the commander (vertical). I love that vision.

Another intangible asset is collective knowledge, a topic near and dear to me and how I believe Next Stage Solutions (NNS) is evolving. IC points out that markets coupled with technology today move so fast, that no one person can have all the information. This is certainly true in financial services where rules and regulations are changing almost daily. Within NSS, we work as a team of senior level financial experts exchanging ideas and solutions empowering each member to greater knowledge on behalf of our clients. The book explains how shared knowledge multiplies and emphasizes the necessity for value creation.

It continues to describe how it is imperative that a business today examines what its core competency is and looks at outsourcing all other aspects of a business. This leads in their opinion to the relevance of strong external partnerships or ‘relationship capital’ where what is not core to you is core to your partner, collectively creating a powerful engine, what the authors call a Knowledge Factory, displayed creatively with Legos in the book. The importance of networks and technology are significant facets of doing business.

All in all, I loved this book because it describes so well in how to think about a 21^st century business. It validates NSS’ approach in many aspects, but more importantly for me, it gives me tools and metrics in the continued development of our knowledge and innovation strategy. The Knowledge Factory demands that we look at our business holistically and all involved must be engaged. Only then does the collective knowledge fuel our economic engine.

Make sure to get a copy of Intangible Capital today. The flexible business model is here to stay. It includes a mapping of the networks, multiplicity of goals and benefits with bottom up thinking. Congratulations to Mary and Michael with the publication of this innovative and pioneering book, helping businesses look at intangibles in a better way for doing business today and the future. Let’s continue the discussion in how to account for intangibles in business valuations and in our financial reporting.

Title: Intangible Capital, 2010
Authors: Mary Adams and Michael Oleksak
Publisher: Praeger, Santa Barbara, CA
ISBN: 978-0-313-38074-7

Steve Dance is part of the NSS team.  He brings over 30 years of high level financial expertise in Life Sciences and High Tech. Steve has raised over $500MM in capital.

Most Satisfying: In your CFO work you have done in the past, what is the most satisfying feedback you got from the CEO?

That the CEO could always count on me to be calm and focused during a crisis.

Most Inventive: Given that as CFO we understand the importance of providing our clients with more than just accounting and financial reporting, share with us a project that truly made you a value creator.

The sale of one of my previous employers to a major biotechnology company was a complex process, with many potential obstacles arising during the negotiation and due diligence process.  As CFO, I was part of the negotiation team and provided the bulk of the due diligence materials.  I was responsible for resolving the many issues that came up during the sale process.  I believe I was able to establish a strong level of trust with the acquirer’s team and we were able to reach agreement on all the issues, and the sale was successfully concluded.

Most Positive: CFOs have different skill set, yet often we are viewed as one of the same.  Tell us a story where your actions made a powerful positive change and why.

I was CFO for a biotech company in California that had 300 employees, over 200 of whom were located in Europe, principally in Lyon, France, following a recent acquisition.  Since I speak French, I was able to establish good relations with the finance group in France, and ultimately the rest of the management team.  I played a key role in ensuring that the needs of the European team were met and consequently was appointed President of European Operations in addition to my CFO duties.  The good relationships that I built with the European organization also enabled me to negotiate successfully with the French labor union to avoid a workers’ strike that would have halted manufacturing.

Best Business Book: What should every CEO be reading going forward in this tepid economy?

The Wall Street Journal – still a great way even in this digital age to keep on top of what is happening in the business world.

Funniest Fact: Tell us something funny about you.

I was raised in Wimbledon, England and when I was a kid I used to go and watch the tennis at Wimbledon every year.  In those days the players used to walk through the crowds on their way to the courts.  One time I got too close to a player and he accidentally trod on my foot.  My foot was sore for days afterwards; the player won his match.

NSS Advisory Board member Steve Honig, partner in the Boston office of Duane Morris, a national law firm, published an interesting article in Lawyers Weekly.  It ponders with the issue around corporate governance and Enterprise Risk Management.

Laurie Taylor joined the NSS team recently.  He has over 20 years of experience and has worked with multiple start-up as Controller. We are delighted to have him on board.

Most Satisfying: In your CONTROLLER work you have done in the past, what is the most satisfying feedback you got from the CEO?

Nineteen out of twenty client companies have offered me a full time position during the engagement.

Most Inventive: Given that as CONTROLLER we understand the importance of providing our clients with more than just accounting and financial reporting, share with us a project that truly made you a value creator.

I began a two person project to determine why a major bank’s ATM conversion had an out of balance total of $19M after the merger of the two banking systems.   The bank booked a 200k reserve to cover this reconciliation exposure.  I requested a Bank Tiger team to assist my current consulting team and at the end of the project we had completely reconciled the account and were only unable to account for $9k in bank funds.  We also discovered a major systems glitch that was the result of the systems merger and trained the banking staff to recognize the problem and how to correct the system if it occurred again.

Most Positive: CONTROLLER’s have different skill set, yet often we are viewed as one of the same.  Tell us a story where your actions made a powerful positive change and why.

I was assigned a project to take over for a Director of Finance at a specialized moving van company.  I first determined that there was a massive amount of misspending going on and no one was managing the AR accounts.  In 6 weeks we were able to make enough corrections that company was stable enough for sale to a much better funded and staffed regional carrier.  The sale of this business unit saved 250 staff member’s jobs as a result of the merger instead of a company closure due to prior management neglect.

Best Business Book: What should every CEO be reading going forward in this tepid economy?

The Why of Work: How Great Leaders Build Abundant Organizations That Win by
David Ulrich and Wendy Ulrich

Funniest Fact: Tell us something funny about you.

I am crazy about WWII aircraft that have massively supercharged engines that “go fast, stay low, and turn left!” also known as the National Championship Air Races held each fall in Reno, NV.  The only rules are that these planes must have a prop and straight wings.

While the M&A market is fairly quiet as we enter the summer doldrums, it is a perfect time for owners and boards to think about what preparations can be made now in anticipation of selling a company when the market does open up.  Over the next several weeks, I will highlight some of the key financial issues that you should be thinking about and preparing for during this quiet period.

Are Your Historical Financials In Order?

In discussions with potential buyers, one potential red flag is a set of historical financials which doesn’t stand up to scrutiny.  You should have a complete set of financial statements (Income Statement, Balance Sheet, Cash Flow) for the previous three years (two minimum) which have either been reviewed by or, better yet, certified by outside auditors as well as unaudited interim financials for the current year.  If your accounting is currently on a cash basis, you should consider changing to an accrual basis (after consulting with your tax advisor) and it would be advisable to ensure that your accounting is in compliance with GAAP (Generally Accepted Accounting Principles).

Most companies have someone in house to do their bookkeeping but it is wise to have an independent company like Next Stage Solutions (NSS) come in and review the historical financials and get them in good shape.  NSS has strategic-thinking CFO’s who have experience in leading companies through the M&A process.  Their participation in this phase will actually pay for itself to some degree as it will reduce the cost of the review/audit by the outside audit firm and accelerate the process.  Furthermore, you cannot use the same firm to prepare the financials and then audit/review them.

One other good reason to have sound historical financials is that they will better enable you to prepare a Credible Forecast which will be the subject of my next article.

Mark Ott

CFO Consultant

Next Stage Solutions, Inc.

Window of Opportunity | One Month!

Program Highlights:

• Life Science companies with fewer than 250 FTEs eligible
• Project expense years: 2009 and 2010
• Maximum cash or credit amount: $5M
• Multiple projects/applications can be submitted
• Forms and Instructions are now available
• Application decisions will be made within 30 days
• Applications are due no later than 21 July 2010

Introduction:

One of the results of the Health Care Reform Bill was the appropriation of a poll of $1 Billion in tax credits or grants to support the costs of research by small and mid-size life sciences companies paid or incurred in 2009 and 2010. This program is advantageous for companies without income tax liability.

Subject to some exceptions, the QTDP (Qualifying Therapeutic Discovery Project) credit or grant is available to any business with 250 or fewer employees at the time the application is submitted. No applicant will be allocated more than $5 million in QTDP tax credits or cash grants and because of the wide open application process most winning projects will receive less than the requested amount and completion is expected to be very intense.

Applicants will choose between the tax credit and cash grant during the application process.

The final deadline for application submission is 21 July 2010 and submissions after this date will not be considered.

Application Process and Selection Criteria

Life sciences companies must apply to the Treasury Department for an allocation from this incentive pool using IRS Form 8942. The Treasury will approve or deny applications within 30 days of submission.

A QTDP is a project designed to achieve any of the following objectives:

• To treat or prevent diseases or conditions by conducting pre-clinical activities, clinical trials, and clinical studies, or carrying out research protocols, for the purpose of securing approval of a product by the Food & Drug Administration or Public Health Service,
• To diagnose diseases or conditions or to determine molecular factors related to diseases or conditions by developing molecular diagnostics to guide therapeutic decisions, or
• To develop a product, process, or technology to further the delivery or administration of therapeutics.

In addition to the life science component of the selection process the financial impact of the QTDP will be reviewed to determine which submissions will likely:

• create and sustain (directly or indirectly) “high-quality, high-paying” jobs in the U.S., and
• advance U.S. competitiveness in the fields of life, biological, and medical sciences.

The following entities are not eligible for this program:

• Foreign businesses unless more than 50% of their income from the relevant project is subject to U.S. federal income tax,
• Federal, state, or local governments,
• Tax-exempt organizations,
• Partnerships or
• Other pass-through entities.

Additionally, the following are not eligible project expenses: CEO and other officer’s compensation, interest expense, facility maintenance expenses, service costs or such costs as determined by the IRS.

The QTDP credits and grants are subject to recapture if the patents or other resulting property are transferred within five years.

An applicant must complete a separate IRS Form 8942 for each QTDP for which it is seeking a QTDP tax credit or cash grant and this form is due for release 18 June 2010.

The following is a summary of the QTDP Credit Project Credit established in by the Health Care Reform and by IRS Notice 2010-45.  Interested applicants should thoroughly review IRS instructions and form 8942.

Please feel free to contact Lauriston Taylor at Next Stage Solutions; if we may assist you in any way.

Lauriston Taylor, Controller Consultant

o:  617. 449.7728, x-712

c:  978. 397.6412

f:   978. 339.5202

The GPS of Finance

IBM just published an extensive and insightful study about the global chief financial officer.  The 2010 IBM Global CFO Study reveals the importance of the CFO role today and how a financial advisor must be broader and more strategic. It surveyed 1900+ CFOs worldwide from a cross section of enterprise sizes.

Today’s CFO must bring a broad understanding for a business, more than ever.  Figure 1 shows the significant changes over the last 5 years on the importance of five company-wide activities. Notice the largest changes are around managing and mitigating risk (93% increase) and integrating information across the enterprise at 109% increase.

Figure 1

The study defines the CFOs into four groups:

1. Value Integrators
2. Disciplined Operators
3. Constrained Advisors
4. Scorekeepers

It evaluates the effectiveness of all four in multiple subject matters and shows the gap or discrepancy between the different styles.  For simplicity, we compare the two opposites, that of the Value Integrator and the Scorekeeper.   The Scorekeeper is defined as a CFO focusing primarily on financial reporting, compliance and accounting with some budgeting and forecasting.

The Value Integrator is viewed as a CFO who continuously improves the finance efficiency and provides broad business insights to the business.  They use technology to achieve greater data accuracy and develop better analytical tools for forecasting and scenario planning. Value Integrators understand the importance of managing enterprise risk and opportunities.  This study points out that Value Integrators consistently outperform the other 3 groups and have provided significant security to businesses in this recent downturn.

Figure 2 shows the 5-year effect most significantly around EBITDA, where the difference is more than 20X. Value Integrators also outperform on the REVENUE and ROIC side, with 49% and 30%, respectively.  These numbers are indeed noteworthy, the differences are truly impressive.

Figure 2

Multiple financial measures in this study are evaluated (see figure 3) and most impressively, Value Integrators achieved sustainability within their companies despite the economic recession.  The study also evaluates enterprise-focused effectiveness and how expectations versus executions show a widening gap. One of the larger gaps (34%) is integration of information across enterprises.  Today’s CFO must integrate information to understand which metrics are important and how often: weekly, daily or realtime.  Proactive CEOs demand proactive data support from their financial team.

Figure 3

The two key capabilities associated with the outperformance of the Value Integrator are:

1. Finance  efficiency – provides business-relevant information and strong analytics based on good data
2. Business Insight – enterprise focused  and risk-based decision making support in a timely manner

Figure 4 shows how Value Integrators outperformed on all aspects of CFO responsibilities.  Using Scorekeepers as the baseline, it is hard to avoid noticing the alarming difference between Scorekeepers and Value Integrators. Very importantly, combining the skill set of finance and enterprise knowledge has a multiplier effect and separates the Value Integrator by a large margin. Finance and risk are embedded in the company.  Risk management and opportunities are in fact a big focus for a forward looking CFO. The support and overall contributions from a CFO to an enterprise are becoming increasingly strategic.

Figure 4

Clearly CFOs need to master and control all tactical aspects of finance.  Historic data provides you with a historical view.  A current view is represented by financial dashboards important to all decision-making.  The forward looking view is vitally important for ongoing sustainability and growth of a business.  Only with the understanding and support of all three can the CFO be truly pro-active in the decision-making process, scenario planning, forecasting and risk management and mitigation.  The new, strategic CFO must possess the expertise and skill set in support of the CEO (figure 5).

Figure 5

The strong emphasis on tactical finance for the past 10 years is partly due to Sarbanes-Oxley.  CFOs have continuously been transaction driven leaving a significant gap between actual and aspiration (see figure 6).  CFOs continue to spend half their time around transactional processing.  NSS thinks that the future mix should be:

40% Decision-support
30% Transactional
30% Control

Today’s economic landscape demands increased worldliness, intellect and knowledge from CEOs and CFOs. This combination gives the CFO more enterprise wide responsibilities as a trusted business partner who understands finance, connects the dots, brings micro- and macroeconomic knowledge and is market and industry savvy.

Figure 6

NSS is interested in your feedback and in how you have navigated through this recession.  The 2010 IBM Global CFO Study shows powerful statistics in support of a Value Integrator as a CFO and why it is so important to drive your business in that direction.  Give us a call to discuss further in how we may support you and your business with our value driven strategic CFO focus and strong ROI.

Rudi Scheiber-Kurtz, CEO
Next Stage Solutions, Inc.
The GPS of Finance

NSS is co-sponsoring four CEO Seminars around the theme of “Moving Forward: A Roadmap to Growth and Best Practices in 2010″ .  The first one was successfully held March 23 at Furman Gregory Deptula.  Our next seminar is scheduled to be on Tuesday, June 15 and we are currently formulating the agenda based on the feedback from the CEOs in attendance at the March meeting.

NSS provided this hand out:

Flexibility

Keep your company nimble, lean and focused.  Just as large companies have divested non-core competencies, carefully consider which aspects of your business should remain fixed costs and which should become variable.  This keeps your business capital efficient and brings greater flexibility in moving your business forward.  Consider outsourcing non-core functions such as HR, finance, legal, sales and marketing.

Focus

Take a look at your lines of business in product/services and analyze closely which lines are using what resources.  If you have a product that takes 70% of your resources and represents 20% of your revenue, you have a problem.  Evaluate your customer/client revenue streams and determine what portion of total revenue each contributes.  Customers/clients that make up more than 30% of total revenue may in fact be a danger to your long term stability.  Stay diversified and avoid relying on one or two big clients.

Working Capital

Cash is always King.  In this recession, keeping cash flow positive has been harder and harder to achieve, especially for small businesses.  Where once monthly cash flow checks were adequate, today a daily/weekly Financial Dashboard is a necessity.  Financial Dashboards give you key financial indicators such as accounts receivable and inventory turnovers, working capital and current account ratios. Know at all time what your 6-month cash flow looks like and what action you may need to take.  Look beyond the ratios to get a regular pulse of industry trends and changes in technology.  Keep an eye on what the competition is doing, and check their press releases, stock prices and other activities that could impact your business negatively.

Equity/Debt Financing

Equity investors are still in flux.  With the financial meltdown, they have become somewhat more risk averse, leaving a bigger capital gap.  However, many are also making continuous investments and new, smaller funds are being created.  Bootstrap as long as feasible and build your revenue streams or user base.   This will enhance your business valuation over time.  Once you decide to raise funds from  equity investors, take the time for due diligence and investigate what type of equity funder would be the right fit, understand the investor’s needs and interests in terms of size of funds needed, industry expertise and support.

On the debt side of financing, try to diversify your banking relationships, the old ‘do-it-all’ approach is no longer an optimal solution.  Many local banks are starting to lend again, but mostly to businesses with strong balance sheets. There are various financing solutions to consider such as Accounts Receivable, equipment and real estate financing. Consider carefully all details in the term sheets and other agreements and evaluate the different options with extensive cost/benefit analyses.

Opportunities for Growth

With robust financial planning, a recession can provide opportunities.  Growth may not be achieved the same way as before, as direct sales may be impacted by the economy.  Consider the option to grow via merger or acquisition of a:

• technology  that brings greater efficiencies
• business with additional products diversifying your product line
• business with different distribution channels

Even a small company can gain greater market share, but this is only accomplished with a strong financial strategy and a solid understanding of managing and balancing risks.  If you are too risk averse you might miss a valuable opportunity and if you are too risky you may compromise the business.

Financial Strategy

Now more than ever you want to revisit your long term strategy.  In this current economic climate it is essential to have multiple roadmaps and be ready to take detours.  Being a productive CEO or business owner gives you a competitive edge.  Every downturn or recession brings opportunities; know what they are and plan accordingly by developing cost/benefit analyses of your options and revisit them regularly.

2010 will still bring some uncertainties and having the best team of experts will make it a better ride.  Have a 6-month, 18-month and 36-month strategy with milestones and execution points you want to accomplish. Share your short-term and long-term goals and objectives with your employees and create a culture where problem solving, networking and business development are everyone’s business.

We can help!

We thank you for attending this first of four seminars.  If you have any questions or specific issues around best practices in finance and growth for your business, we would be delighted to provide you with a consultation free of charge.  Please contact Rudi Scheiber-Kurtz, CEO of Next Stage Solutions, Inc. at 617-449-7728 ext 704 or email at scheiberkurtz@nextstagesolutions.com to set up an appointment.

NSS Ambassador Laura Kevghas of Mirus Capital Advisors will be one of the panelists.  We hope you can join us.

Wednesday, March 10, 2010

8:00 a.m. – Registration and Breakfast
8:30-10:00 a.m. – Program

Whether you are a buyer or seller, there are opportunities in the current economic climate to maximize your return on a merger, acquisition, or sale of a business. Our panel will review the current M&A market including a discussion of the deals getting done, opportunities for both buyers and sellers, and a review of how to successfully sell or buy a business.

Topics will include:
The Current M&A Market and Trends
The Credit Markets and their Relation to Valuation
Current Business Valuations and the Impact on Estate Planning Opportunities
How to Prepare for and Pursue a Transaction

University of Massachusetts Lowell
MIL Conference Room
Wannalancit Mills
600 Suffolk Street
Lowell, Massachusetts
Directions

RSVP
nutterevents@nutter.com or 617.439.2622