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Evaluating Opportunities

On February 12, 2018

When I first moved to Silicon Valley in 1999, I routinely received phone calls from DotCom start-ups looking for a CFO. I was a Controller of a division (close to $1B in revenue) of a big company, but I had just been promoted to that level for the first time and had near zero experience in what I thought was needed to be a CFO (the general advice these days seems to be to pretend you can do it and just take the job). I used to have a list of the companies that called me, and none of them made it. At the time, they told me I was an idiot for not leaping at my chance. Cryptocurrencies remind me of that.

Now, before I continue, I must admit that one of the companies that contacted me was Amazon.com. This was after they had gone public and their stock was quite high. They were looking for employees with inventory and supply chain experience, the title and pay was far below what I was making and I would have had to move to Seattle. The stock suffered in the DotCom bust, so it seemed that my decision to not change jobs was smart, but if I were really the genius that many bitcoin experts claim to be today, I would have invested then. I would have been quite wealthy now if I had.

I can only console myself in that I was also offered a job a few years later for a lower title and pay at a major networking company. When I declined, the recruiter scolded me for being turned off by their attitude and then not long thereafter, they took the largest inventory write-off that I am aware of and the stock really has neve recovered its high-flying ways since then. Finally, and more directly related to cryptocurrencies, I was a long time participant in distributed computing projects like SETI at Home and such and the early appearance of bitcoins and the first miners came from people like me that were using idle cycles of our CPUs to do something else. However, I never installed the bitcoin mining software. In theory, I could have been mining bitcoins when it was possible to solve for them using a regular PC and do it as an individual. If I had done so and kept the bitcoins I made, at today’s prices I would be far wealthier than my reasonably successful career has taken me to.

I added those three examples because I want to make it clear that I have no magical ability to know the future and perfectly guess every opportunity. This is compounded by the fact that you need to choose now and will not know until later, and often much later, if you made the right choice. Using bitcoins as an example, there is not guarantee that I would not have sold the coins at $100. Considering that I have played Magic the Gathering (a card game) off and on for quite a while, it is likely that I would have placed coins in MtGOX and lost everything I put in there. When you back solve what could have happened, most people solve to the best possibility, not the likely one even if you made one arbitrary correct decision that you did not in the past.

I have seen quite a few posts on bitcoin value cross my feed on Linkedin in the past few weeks, much more than when it was going up and all from people that claim some expertise or professional skill for bitcoin and all suggesting that now is the time to buy the dip.

Blockchain is real technology that is finding new applications. All the cryptocurrencies are experiments and they are valuable for the same reason why anything is valuable – people are willing to spend money on them. There certainly is a good argument that a currency linked to a blockchain has merit and can quite valuable for online transactions. There is no doubt at all that blockchain as a technology will see many applications, like perhaps tracking materials in the pharmaceutical production chains.

There also is no doubt that there will be lasting wealth that comes from the innovation, but I don’t think that trading advice (buy or sell) is the right thing to promote on Linkedin or on a Facebook feed. That type of decision needs to be an informed one from individuals, and older advisers may be trapped in past expectations, but they have also seen a few bubbles pop as well.

Even the arguments around cryptocurrencies and why they have value and are a currency themselves or are more valuable than other traditional currencies are suspect. For those of you that don’t know the standard argument, the normal value drivers mentions are i) production cost, ii) scarcity and iii) utility. The basic argument is that the cost to produce a bitcoin is high, they are scarce by design with only 21 million that can be produced and the blockchain technology makes them useful.

However, the production cost is based on current brute force problem solving and scarcity is all about bitcoin itself, not cryptocurrencies in general. There are near infinite algorithms that can be designed to generate a cryptocurrency and there are plenty of new industries where the first mover did not ultimately dominate (Netscape is a good example as is Visicalc and many other similar examples). The utility is even questioned because the transaction time and process to verify a transaction is thought to be too long and many merchants that had been accepting the currency have abandoned it as the transaction time exposed them to too much valuation variance. Even the early criminal use of bitcoins (the initial foundation in its value came from criminals using it to transfer money for drug deals and to do money laundering) has suffered as authorities have proven to be much better at tracking and shutting down bitcoin fueled deals than was originally assumed.

Even the crypto part of the equation may ultimately prove to be flawed as there still is the real possibility that the assumptions behind the math that powers it may ultimately prove to be false. Eventually there may be no more “greater fools” and there is a risk when you buy that you will end up being the last and most foolish.

I’ll try and parse through my thinking on these types of opportunities to show the how I think through I as an example of what I have done in the past as a CFO and what I do today when asked for advice as a consultant.

First, the normal reaction is to shut down and say “no” to new opportunities because these always represent additional effort needed and additional risk. In the case of bitcoin, the easy responses are “tulip mania”, “artificial bubble” and “ponzi scheme”. I am not saying that those responses are correct, but the longer I have been at it, the easier I find my mind comes to a way to say no. Saying no is easier, and, since the consequences of saying yes or no are rarely immediate, you can insulate yourself from the lost opportunity or loss easily. The problem is, saying “no” is easier, but it also closes down growth and opportunity and isolates you from changes in the market. When I detect that instinctive “no”, I push it down and listen and ask one or two simple questions. This is not free, that costs time and mental effort and causes some distraction, but I think that cost is worth the possible upside, so I pay it more often than not.

The questions I normally ask are: 1) Is this a decision I can or should make, 2) Can I or we afford the expense (or not afford to spend it), 3) How long do I have to consider it, and 4) Can I understand pretty quickly what the idea is all about and how it would be profitable?

The first question is an interesting one. As a Finance professional, and especially as you move up the management ranks, you will get both increasing power over spending and increasingly be lobbied for many different ideas outside of the traditional Finance responsibilities. However, you also need to know your limitations. One advantage of being part of a team is access to opinions and expertise of your team members, and using that will probably result in more informed decisions. You also need to consider that the latest encryption standard may seem cool to you, but the head of IT may not want you to install the ransomware you were just pitched in email.

The second question really is about practicality. I would love to have several different phones and VR headsets and whatever else comes out to see which one is good, but I only really need one phone at a time and I barely have time to use the VR headset I already have, so even more does not help. In the case of bitcoins, like most people, I have a wide variety of investment options in front of me, and bitcoins are just one of them.

Coupled with the cost and time commitment is the need to understand if you should be doing without it. I could just use pen and paper and brain power to calculate my taxes, but Turbotax does a much better job and does it much faster. The danger with budget or time pressures are that you may ignore something important. I have used the time when I was flying to read up on new technologies and I have always carved out some time to look at what has changed in the market compared to what has been happening. This is important for personal portfolios and reserving even a small amount of your investment capital (5%) to invest in new technologies or trends can help here.

It has been my experience that the shorter time you have to make a decision, the less something makes sense. There always is lots of marketing and media hype to buy or sell now, but rarely do you need to make an instant decision. If a technology is good, or a trend really has changed, you can enjoy the benefit well enough if you spend a little more time to make sure you understand what you are considering. Most importantly, the risks it brings. In the case of cryptocurrencies, there are a lot of self-proclaimed experts, but most a simply hyping without any depth or new information. I also have seen a disturbing pattern emerge of people with fairly questionable backgrounds suddenly getting involved. It sure is easy to promote this new idea that replaces traditional investment products when you lost your broker license because you were convicted of defrauding your clients.

Counter to the previous concept of making sure you have enough time to consider the new opportunity, it also must be something that you can grasp with a reasonable amount of time and effort. There are always slight edges that someone with a decade of experience and education can exploit, but it might not be the right thing for you to try and figure out. Quite often new technology products work well for people with the specific skillset to use them but are not worth the cost f you cannot program or change all the base setting on your computer to get the additional 5% performance boost. Learn to recognize when something is more complex than you have the training and time to understand quickly and deeply enough and reach out for help. Do not be afraid to say you do not know or do not understand.

I have always been an intuitive problem solver but working in my chosen field which is seeped in process and logical progression, I have to take what I feel is right based on my internal process and break it down in a way that I can repeat and explain it to the people waiting for my decision.

In the case of bitcoins, and other cryptocurrencies, I have seen little reason other than pure speculation, to try them out in any real way. I can understand that the base technology is something to follow closely, but I do not think that it is something that needs urgent action and there are real risks of fraud and theft and regulatory curtailment. I also am concerned about the poor quality of the advisers that have attached themselves to it. As I cautioned up front in this blog, I could have made quite a bit of money just by embracing bitcoins earlier in my life and I was a natural fit for the early adapters there. Unlike the self-called experts I see in the media these days, I know that I don’t know a lot of the details and I think it is not worth my time and money to learn more, but it is complicated and I could be missing something. I have a real edge in other investment and finance areas and I am choosing to spend my time there.

Mergers and Acquisitions – part 2 – How?

By Michael

On July 12, 2016

In CFO, Finance, Mergers and Acquisitions

This is part 2 of my three part M&A process overview. Part 1 is Why? and Part 3 is Afterwards. This blog will focus on how to actually do the M&A transaction and run the process. I will mainly discuss buying but will also have some discussion on selling as for every buyer there needs to be a seller, but there usually are more than one interested potential buyers so generally there are more people working buy processes than selling processes. I will assume at this point you have reached the end of the Why? stage and have concluded that the transaction makes sense and you want to actually move into execution mode. The level and intensity of internal effort will now jump. You probably also will need some external resources and this is where having a good relationship with your investment bankers will help. Typically you also use an external law firm as well to help with the Purchase/Sales Agreement unless you have either the right internal legal resource or a big enough team that they can handle the extra work. Remember that your Legal team can review a draft of the contract but they will need specific direction on what the transaction and business risks are to make sure you are protected. You will have several processes running at the same time.

The Why? step gave a basic value range, but the transaction step requires a lot more substantive analysis. You need to establish how you will pay for the transaction, so a financing process will start running. You need a business and legal due diligence process. You need to research the accounting implications of the proposed process. As the deal advances and becomes more certain, you need a team to start up to develop the integration and synergies realization plan. You will be running an intensive contract process with Legal leading it with the input of the business leaders. This is a lot of work and usually deadlines are pretty tight.

I can tell you right now that you need someone to quarterback the administrative part of your process that is good and can keep everyone on track to hit deadlines. There will be a lot of processes that all with have different due dates and lots and lots of meetings and reports due. I do not suggest that you try and run this all yourself. Much better to have someone specifically in charge of this. I have been fortunate to have had several excellent people that have done this for me on past deals (my last executive admin and my last Controller were both huge helps to me), and you need to make sure you have someone you can trust doing this.

Analysis process

This is the central process and the result is what you would be willing to pay for the acquisition. All the other processes feed into this central process and the timing is important as you eventually will hit a bid deadline and need to make a firm commitment. Valuation is almost always calculated in a discounted cash flow model with auxiliary EBITDA multiples as well. Usually before and after synergies and with a discount rate range to test the effect on changing assumptions there. It will end up being a large and complicated model and Excel models are easy to make a mistake in. The last deal that I lead, my boss found an error when he stepped through it while trying to understand the value drivers. Make sure you check your model carefully here. You will need to identify potential synergies that could result from the transaction and a plan to make sure they happen. I will discuss that further in part 3.

If you do not have a good internal model or if you have not run such a model before, then this is an excellent item to ask help from one of your bankers. If you have a good relationship, you do not have to formally bring them into the M&A process just for a model. If they start providing real valuation assistance and bidding strategy, then you probably should formally sign them on as an advisor. In my experience, bankers do not have the same detailed industry and business knowledge that you and the management team do, but they do know valuation metrics and what other deals have cleared at much better than you will. If they help in the modeling stage, but not enough to earn a fee and just as part of the relationship, then you owe them a favor. I strongly suggest that you use them in the financing or in another project and make sure that the banker does get paid. This actually can save money in the long run as you do not have to maintain as many staff and everyone on the other side will appreciate the two-way relationship.

Be careful with the Non-disclosure agreement that you are asked to sign as well. I usually push back on the no hiring clauses which are usually too long and be very careful that there are not clauses that attempt to limit your ability to compete. There usually are ridiculous data destruction rules as well. Your legal team will probably catch these issues but you should help them push back as well.

The data in your model should come from the target company and from you team very similar to how you would build up an internal forecast. Sometimes you are making an unsolicited offer and you need to build the model from public information and informed guesses but even then you should reach a point where the other side has opened up and is providing more detailed information. You will need to do scenario analysis where you flex factors like discount rates but also where you flex sales, costs and other assumptions like synergies. This process can help you build your plans for after the transaction and hopefully give you options to follow in case conditions change and you need to change with them to hit or beat your internal targets.

Due Diligence

One branch of the valuation process is due diligence. Although you can protect yourself somewhat in the PSA in the representations and warranties section, it is much better to discover problems before a deal closes than afterwards. As CFO, you will be running the financial and accounting due diligence (DD). You might include outside accountants to help if needed. This DD will concentrate on determining if the accounting policies used by the target are appropriate and diving into various asset classes and liabilities to see if you can find appropriate back-up to see f they are fairly stated. Normally you look at accounts receivable and inventories to make sure they are not overvalued and are real, look at the sales numbers reported to see if there is evidence that they actually happened and in the periods stated, and do a general review to make sure that liabilities are proper. Typically there is a working capital adjustment clause when you are buying a business that will adjust for any differences between the target balance sheet and the actual closing balance sheet, but this process is important anyways as issues here can call in question the basic integrity of the process itself.

One other area of intense focus for financial DD is a review of the current tax position with an emphasis on determining how aggressive they have been in the past and if there is undisclosed potential tax liabilities. This includes liabilities that could be triggered via a change in control.

Another important DD process is legal DD. Exactly what is checked depends on what the transaction is focussed on. For example, in a technology company, you would want to review the current state of patents and look for existing issues and potential issues. Very often a competitor will become more aggressive in asserting patents if they think it can damage a deal that would make a competing company stronger. You also need to carefully review existing employment contracts and if there is a history of employee actions. If you are buying a factory, you need to verify actual ownership. When buying land/development assets, you need to carefully review titles and items like mineral rights and operating permits. Make sure that any patent licenses or mineral rights easements are transferable if there is a change of control. If the asset or business is in a foreign jurisdiction, you need to make sure you understand what the local laws are and if the target is in compliance and if you would remain in compliance if you owned the target. If there is a lot of detail to be checked, you are almost always better off hiring an outside legal firm that specializes in such work. Legal DD can also check if there are any product liability issues that may effect valuation or that need documentation in the agreement.

Linked to the legal DD but its own speciality is environmental and safety DD. If there is land ownership or a factory that is rented, you need to verify that the current or past activities, including activities for past owners, have not created environmental issues. If a previous owner created groundwater contamination, you could end up being liable even if you are quite removed from the entity or person that caused the issue.

If you are buying a factory, then your operations and R&D group should review the asset being considered and give their report on it. This is important because they will have to integrate it into their supply chain and production plans and economies of scale are often a big source of expected synergies. They will also give you good input on the state of the buildings and machines and if there is a lot of additional investment needed (which will change the valuation). The R&D review can reveal under or over investment into R&D, both of which can impact future operations. It also can give an insight into the patent process, in particular how integrated the risk management process is to ensure that patents are not being violated and that reasonable efforts are routinely made to check that. There are many more areas that you could possibly have to run a due diligence process. If you have never run such a process before, try and search and find a checklist to help you.

Financing Process

You can pay for an M&A by cash, shares, assuming debt, or a combination of the three. You can raise the cash through issuing debt or shares, or you can use your own cash on hand. You can also use the cash in your target to help pay for the transaction. The only real difference between M&A related related financing and other financings is the potential time line as it might be compressed to fit a deal deadline. I will not go into too much detail here as various methods of financings are topics in and of themselves, but this is an area where including an investment bank early can give you a head start in getting this closed on time. If you are selling shares or issuing debt, expect the deal to be at least a little bit harder as the market will probably take advantage of the tight deadline and the additional risk to push for higher than the average terms you usually can issue at. Hopefully the reasons why you want to do the deal are compelling.

Closing the deal

Once you are advanced enough in your analysis that you feel that you are confident about the valuation of the target and that you still want it, you need to close the deal. If the target is running a process, there usually is a bid deadline and very often there are two bids. The first bid, early in the process, is a non-binding indicative offer. Eventually there will be the request to make a binding offer. The goal of the non-binding offer is to make the next round (bid higher) and not be too out of line with reality that you are not taken seriously. Once your offer is binding you should be granted exclusivity as soon as you are the “winner”. There is still negotiation to come.

As part of most sales of businesses, there will be a presentation and a question and answer session with the management. This is a chance to evaluate the team you are potentially acquiring, but they will be evaluating you as well. Everyone appreciates honesty. If you foresee that you will be doing lay-offs, including some or all of the management team, telling them that you will not be laying anyone off is counter-productive. They will not believe you and mistrust will be the result. You also need to make sure that only one person is running the “tough” part of the negotiations. I recommend that the manager that will be leading the business be as isolated as possible from being seen as the person that is the “bad cop”.

You want to pay the lowest price you can and still get the deal done (and never more than what the business is worth). That will mean presenting a case in negotiations that explains the lower valuation. It also means making sure the PSA has lots of protection in it for you as the acquirer and that presents as mistrusting the current team who will be assuring you everything is fine. If at all possible, you want them to be arguing for you in the process. I typically have been the deal closer, so that means I am the one that pushes hard with the target and internally to get it closed. Listen to your lawyers. You are paying them a good fee so why ignore their advice. I have been lucky to have a good lawyer on my side for most deals and if your lawyer is stronger, you will often end up with a better deal. Know what are the contract points and the valuation point at which you will walk away from the deal. Have the discipline to do that if needed. A good deal that becomes bad if your PSA does not protect you or if the price is too high cannot become a bad deal. If you can, you want a break fee if the other side walks away. You may have to get your own shareholders to approve and maybe the seller’s shareholders as well. Even if both management teams agree, the deal may not be closed quite yet. If everything goes well, you will close the deal and buy the asset. Congrats. Now the really hard work starts.

Selling an asset or business via M&A

Please think about all the due diligence I discussed above. Think about the presentations and models that are expected to be received. Usually you write the first draft of the purchase/sales agreement, so you need a good lawyer to lead the process. All sorts of different functions from the other side will be making inquiries and you will need support. You also may have to deal with the reality that your team will be facing lay-offs and will have a lot of uncertainty. You can set retention bonuses and deal closing bonuses to motivate people, but this will be a very hard process for you.

Here are some valuation books I have used in the past: Little Book on Valuation Valuation – Measuring and Managing the Value of Companies

Mergers and Acquisitions – Part 1 – Why?

By Michael

On July 5, 2016

In CFO, Finance, Mergers and Acquisitions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Business Partnership

By Michael

On June 14, 2016

In CFO, Finance, Leadership

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

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

From the Earth scroll, there are two important passages:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Book of Five Rings

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

The version I quote here:

The Complete Book of Five Rings

The Complete Book of Five Rings – Kindle version

The translation I first read

A Book of Five Rings: The Classic Guide to Strategy

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

An account of Musashi’s life

The Lone Samuari: The Life of Miyamoto Musashi

Fictionalized versions of Musashi’s life

Musashi

Musashi – Kindle version

Samurai Trilogy [blue-ray]

Credit Control

By Michael

On June 2, 2016

In CFO, Finance

I have done a few blogs on some of the more public tasks and CFO has, such as Investor Relations and Earnings Releases and SEC Reporting (where the results of the process are public). This blog is about a process that if everything goes well will remain private because there is no news to report.

One of the functions that normally reports to the CFO is Credit and Collections. I will discuss collections in another blog to come, this one will focus on credit control. The whole basis of credit control is balancing reducing losses from bad debts while not excessively curtailing the ability of your sales team to sell. There is a very natural conflict point here between Sales and Finance (or Treasury as credit control often is a Treasury function, but Treasury should report to the CFO). Sales is motivated and pressured to increase sales. Credit control is motivated and pressured to reduce losses. In both extremes, you can have either no revenue (all sales are denied) or maximum losses (sales are made to anyone regardless of their ability or desire to pay). Obviously no organization wants either extreme.

Before I detail out what I think is important about Credit Control, this is a reminder of why you need it. If you want to recognize revenue on an accrual basis (when the sale is made instead of when cash is collected), the SEC has listed the rolling four conditions that need to be met (SAB 101):

“The staff believes that revenue generally is realized or realizable and earned when all of the following criteria are met:

• Persuasive evidence of an arrangement exists,
• Delivery has occurred or services have been rendered,
• The seller’s price to the buyer is fixed or determinable, and,
• Collectibility is reasonably assured.”

https://www.sec.gov/interps/account/sab101.htm

The final bullet says that before you can recognize revenue, you need reasonable assurance that it is collectible. The SEC is not often as direct when giving guidance but the four points are very clear. Since then, accounting guidance has echoed those 4 points and all US auditors and most foreign ones use those points. Revenue recognition is a key problem that can lead to either missed quarters or restatements. It is something that a good CFO pays close attention to. It is very damaging to your reputation and the company’s reputation to get this wrong.

The first two things you need to do is to ensure that credit decisions come from a fact based process and that you have a good person with sound judgment leading the team. The two best sources I know of for credit information is Dun and Bradstreet and the credit insurance companies. The other is your company’s experience which is mainly saved by the credit and collection staff but might be in your CRM system as well.
One bad source of credit information is the personal relationship of the sales manager with someone at the client. From the beginning before the credit application goes in to. The. Very end when you do the final rejection as CFO, you will hear a story of what a good guy the client representative and how far back the sales manager goes with them. Sometimes the relationship goes all the way to the top, the sales manager knows their CEO. I have never seen a case where that so called “good relationship” turned a bad credit into a good one. Even if the relationship is real, if the client does go into bankruptcy, the judge can claw back payments made to your company in advance of other creditors. I also have noted that when business turns bad for a company, the CEO is more likely to lie and exploit their relationships than lower level employees.

What is important to know is what the D&B report says and what your collections team says if they have previous experience with them. For example, you may set 30 day terms and the D&B report says that they are often late. If your staff has previous experience with them, they may be able to tell you that they always pay no faster than 45 days but that payment always arrives then. That would indicate that their credit is OK but that you need your pricing to reflect being paid 15 days past your terms.

On average, your credit team should be saying no to cases where there is doubt that the client is trustworthy. If you have 20% gross margin, every bad debt write-off needs to be replaced with 5x the revenue to recover the cost. They cannot say no to everything that is doubtful and there should be some balance struck between an outright no and lower credit limits or a mix of letters of credit, bank guarantees and deposits and pure credit. A good sales manager should be good at negotiating, so they should be able to work something out.

You have to set the right tone with your staff. Some of their decisions will get appealed to you and I have found that the credit team is almost always right. There are times where there is some factor they did not consider, but if you did what I said was important – have a good fact based process and a good leader, then when they say no it normally is justified. Almost always I end up pushing the sales manager to go back and get more security from the potential client. Sometimes I approve the request, but always only when I know something that the team did not know.

A bad reason to approve credit that otherwise would not be approved is because you need it to make the quarter. You’ll just write it off a quarter or two and make that quarter worse plus have people question your judgment.

Credit insurance can help defray some of your risk. If you are exporting, make sure you look into what government supported insurance there is. Many countries have some sort of scheme to reduce risk and will let you recover 70% or more of any loss. Agencies like that also are good sources of credit information and proper practice for the country and maybe even to potential customer. In your home country, you will have to find credit insurance from one of the several that provide it.

When exporting and selling into emerging markets, you need to be very careful when you extend credit. If there is no good rule of law and now ability to enforce contracts or payments, you probably should be requiring an L/C or payment in advance. Many countries have a very bad reputation for paying companies from other countries and in many, you cannot win in court against the “home” advantage your customer has. If you do extend credit, be careful and build up the limit slowly as the customer proves them selves.

As CFO, you have better access to banks and market intelligence than your staff does. Make sure that you communicate with them. A recent example for me was a competitor that also bought our product off of us. I felt that their business model was OK but they were not being run properly and were a bankruptcy risk. I communicated it with our sales leader and our head of credit control. They decided to stop selling to the customer and several months later they did go under. Because I communicated my knowledge, we had no exposure to them.

I wish I was always that good. In one case an Indian customer wanted credit. They were listed in India and not very strong but most of our customers (construction companies) did not have great credit. I had been convinced that extending some credit was OK but our sales leader did not get a good feeling from meeting them in person. He stopped the sale and one of our competitors extended credit and sold to them instead. That company went under and paid no one.

Finally, we were trying to do more business in China where my company’s factories were located. We had a potential customer that was public in China and had a market cap much higher than ours. Typically you get paid by bankers’ acceptances/notes inside China. In this case, the customer offered commercial notes. They were current on their debt and their balance sheet seemed ok. We made a large sale to them and they did not pay the commercial notes off, defaulted on their bonds (pretty much the first in China) and went under. It was an expensive lesson, and we did not makes that mistake again.

And please don’t forget to have your contracts, even your standard sales contracts, reviewed by a lawyer. A poorly written contract can turn a calculated risk into an unexpected disaster.

A simple but career destroying problem

By Michael

On April 12, 2016

In Accounting and Reporting, CFO, Finance

The number one fundamental error that causes material errors and misstatements in SEC reporting is spreadsheet errors. There are plenty of technical errors you can make and there always is the risk of management override and deliberate misstatement but the number one way is to shot yourself in the foot because you make a basic spreadsheet error.

Spreadsheets are used by all accountants, and it is impossible to operate without them. We all know that they cause problems, but we use them anyways because there is nothing better. Here are some recent examples of reporting errors (taken from the link below, I have not used the product they advertise and the cases cited are public and in other articles)

http://www.audinator.com/Horror_Stories.html

Fannie Mae makes billion dollar spreadsheet error overstating gains
Fannie Mae filed a Form 8-K/A with the SEC amending their third quarter press release to correct computational errors in that release. “There were honest mistakes made in a spreadsheet used in the implementation of a new accounting standard…which resulted in increases to unrealized gains on securities, accumulated other comprehensive income, and total shareholder equity (of $1.279 billion, $1.136 billion, and $1.136 billion, respectively)”

Share price drops by a third, CEO resigns due to spreadsheet error
UK support-services group Mouchel discovered an accounting error in one of its key spreadsheets that led to a £8.6m downgrade of its profits. The company pension-fund deficit had been wrongly valued as a result of the spreadsheet error.

Shares of RedEnvelope fall more than 25 percent due to spreadsheet error
The online retailer of specialty gifts drastically reduced its fourth-quarter outlook and said its chief financial officer will resign. “They were underestimating the cost of goods sold”, said Stanford Group analyst Rebecca Jones Kujawa. “It is likely CFO Eric Wong is being pushed out because of this error, which could demonstrate a material weakness in controls over financial reporting.” RedEnvelope spokeswoman Jordan Goldstein said the budgeting error was due to a mistake in one cell of a spreadsheet that threw off the entire cost forecast.

Kodak restates income downward by $11 million due to spreadsheet error
$11 million severance error traced to a faulty spreadsheet. Kodak spokesman Gerard Meuchner said “There were too many zeros added to the employee’s accrued severance.” Robert Brust, Kodak’s chief financial officer, called it “an internal control deficiency that constitutes a material weakness that impacted the accounting for restructurings.”

AstraZeneca forced to reiterate earnings forecast after spreadsheet error
Britain’s second largest drugmaker AstraZeneca scrambled to reaffirm earnings forecasts after an embarassing spreadsheet error left investor confidence sorely shaken. The behemoth drug manufacturer said the spreadsheet gaffe occurred during “a routine consensus collection process.”

I can also give a personal story about a spreadsheet error that certainly caused embarrassment and could have been worse. Earlier in my career, when I was Controller of a company, we were being bought by another company and we had bankers advising us. At the last minute, right before we filed our last 10Q as a public company, our lawyers decided we should disclose the banking fee we would be paying to our advisors. We had hired the bankers in the past for the same potential deal and the letter from the earlier, failed deal had been updated to a current date and signed again by our CEO without being reviewed.

The formula for payment was based on a certain definition of enterprise value and the fee jumped as each major valuation range was cleared. I built a quick spreadsheet model off of the balance sheet spreadsheet that had been checked by us and the auditors so I knew all the base numbers were right. I entered the formula for the fees, all in one cell instead of stacking the different ranges in a cell for each of them. The number that came out was in the low double digits of $ millions, and I thought it was high looking but the bank had been working a long time and had not been paid for any work yet on previous, failed deals, so I used that figure in the disclosure. My boss did take a quick look at the number, but no one checked my spreadsheet.

I had made a formula error. For the very last range, I was off one decimal place in the formula and the spreadsheet understated the amount due by 50%. The actual amount was a surprise to everyone and had the CEO actually done a calculation, he probably never would have signed the letter. It ended up being an issue for me because I stayed on and the acquiring company was concerned that the fee was being hidden on purpose. Once I showed them my error, I then ended up in the middle of a large investment bank’s M&A group fighting with their country office overseas that was being pressured over the fee. It eventually was resolved, but I didn’t get as smooth a start as I had hoped in my new role and it was a big distraction for a while.

After that narrow escape, I became much more careful about the base spreadsheets me and my team use in SEC reporting. Careful review for errors has caught several that would have ended up being material misstatements. Two common places where I have found errors is in the tax provision spreadsheet and the inter company accounts reconciliation spreadsheet. Both are updated quarterly, the number of rows often changes as items are added or subtracted and both have multiple people inputting data into them.

The first and still main formal study I know of on spreadsheet errors is by Raymond Panko of the University of Hawaii. I have provided a link this site below. The conclusion of his initial study was that spreadsheets are large and complicated and almost never follow a formal software development process designed to eliminate or reduce errors. Therefore it was not a matter of if there is an error, but how many.

His site lists the common errors he found in his study and how to find them. He also describes a standard development process designed to reduce errors and find any that are created. He also reviews the results of several studies that were done around 2004 after Sarbanes-Oxely became the new standard for companies to follow. Control over spreadsheets is a key internal control that all public companies need to address.

http://panko.shidler.hawaii.edu/SSR/

This problem is pretty well known and it is not hard to find newer articles on finding errors in spreadsheets. For example, this one: http://www.journalofaccountancy.com/issues/2015/nov/how-to-debug-excel-spreadsheets.html . Even with the recognition that there is a problem, CFOs are still losing their job because of simple spreadsheet errors leading to material reporting errors, misbid contracts, improper internal reporting and analysis and other embarrassing issues. It does not inspire Audit Committee confidence if you present to them and they find an error.

I suggest that you take a look at the Planko articles and do a little search for more articles on what can be done to reduce errors. Call a meeting with your staff and review this issue and discuss what they are doing to make sure they are getting their spreadsheets right. Hopefully they all know about the danger already and you already have a robust process. If not, get one in place ASAP. Even if you do, spot check a couple of the more complex spreadsheets they use and make sure you cannot find any errors.

An ounce of prevention now can save you from a $25M fine later after an error is found and you have to restate your results.

Going beyond the headlines

By Michael

On April 5, 2016

In CFO, Finance, Investing

Every day, at the end of the day, there is a series of articles wrapping up the market. There always is some sort of facile explanation in the headline and then a few facts in the article around the headline. Every market day and usually a wrap up on the weekend. There normally are a couple of pithy comments and reference to some news item of the day. Typically there is a comment on the Fed, or the latest job news, of maybe a reference to Asian markets or some economic item in Europe.

There are similar news items on individual stocks, especially famous ones, just about every day as well. Some little news items is grabbed for Apple and attached to whatever the stock price movement is that day. Even for lesser followed stocks, when they do their earnings release any movement is attached to the market’s reaction to something in the release or a comparison to analyst expectations. Often there is a quote from the latest analyst report supporting the reasons cited for the stock move.

I can tell you, if you want to be a better individual investor, you need to learn to ignore such articles of reasoning. They tend to be very shallow and are written more to fill space than they are to offer any sort of thoughtful response to what actually has happened. Same thing for much of the instant analysis that is on the live financial news shows.

I am not saying that real news does not move stocks. If a company genuinely releases unexpected news, either good or bad, then the stock may immediately react. If there is a major geopolitical news item like a terrorist bombing in a financial or political center or some surprise currency move, then markets can and often will react and that news will be the cause of the reaction. However, news of that nature tends to be pretty rare and even rarer for an individual stock.

In my first substantial blog post for this site, I discussed my strategy of selling puts to generate income and profit. In that blog I listed several long tables of share prices that I suggested should be studied before deciding on a stock and committing to an investment. In my blogs on investor conferences and non-deal roadshows, I talked about the process the typical fund uses to decide to buy and sell and emphasized that the process tends to be slower without an immediate reaction causes by one conference meeting or visit in their office.

The same thing can be said about the analyst reports that appear right after an earnings call. Normally the analysts are rushing to get something written and they have call after call during earnings season. Their time with management is normally limited to. The questions you can hear on the call and about 15 minutes afterwards are all the time they normally get with the company and then they publish. Quite often what is written is a rewording of the press release with a highlight or two from the conference call. Earnings calls can be catalysts but they are more of a retail investor or a fast trading hedge fund play than the longer term investment trends that give stocks their underlying values.

If you want to learn about the market or a company, you need to do more than just read headlines or look for one answer to what something is happening. A good example is oil prices and energy stocks. There is a connection between the two, but small changes in oil prices that are within the range of normal expected volatility are almost for sure not causing the move in one particular stock or sector. An above average increase or drop is more likely a larger investor increasing a position or decreasing a position, and the chances that it happened that day because of the news item being identified is almost zero. A .5% move in Yen value is not going to change investment decisions on a company that gets some of their revenue from Japan.

This goes back to my advice to CFOs on doing the outlook section — you need to look past your spreadsheets and listen to the other functions and what they are telling you. When you are making long term capital commitments, you will a lot of simple answers to questions. These answers may sound right, but when making an investment decision you need to think a little more on it. Make sure that your question was really answered. Try and look at the question from a couple of more angles and ensure that you are making the right choice for your company.

Of course, most individual investors don’t have the training or the background to understand what is happening with the markets. From reading books like Flash Boys by Michael Lewis, even my understanding of the trading in the markets is somewhat shaken. With all the “Dark Pools” and algorithm based trading that is happening and the speed and velocity of dollars being committed, even the basic fundamental reasoning for stock valuation might be broken down. Individual stocks may get caught up in this trading and change pricing for no reason other than it was traded.

I try and keep my financing deals as simple as possible and avoid derivative collars or enhancements to them because even after I study carefully I cannot account for all of the factors that might move their deciding valuation factors more than expectations. If I cannot reasonably assess risk, then I do not commit. It is the same for me for investing decisions. If I do not understand and agree with how a stock is being valued, then I do not invest in it.

This blog entry is the reasoning I use when I encourage people that ask my advice on what to invest in to avoid individual stocks and buy low cost index funds. You have little chance of getting rich quickly but you’ll at least make the market average returns which are quite compelling. If you want to gamble with a stock, accept that you are doing no more than buying a lottery ticket or pulling a slot machine handle. Nothing wrong with dreaming, but recognize that you are dreaming. As a CFO, you need more than a dream. Lottery tickets are not a good strategy to make sure that you can meet payroll and pay suppliers.

I am not saying that you should not invest in individual stocks. With careful reasoning and some luck you do have a good chance of beating average returns. As a CFO you will be asked to greenlight new products or business areas. In the short run saying no is more safe but you may not have a long run if you say no to everything. Just make sure you understand the ways you can lose money on the deal and what you would do if that happened. If it does happen, you will at least have a plan. No different than if you were acting as CFO. You can take the risk and say yes to a new area of business or a new customer, but have a back-up plan you can execute on.

If you do want to invest in a particular stock, investing in something you know and maybe not in the industry you work in (to avoid concentration risk). Try and understand the product you like and other investing reasons for the company. Try and figure out who owns the company and why they would want to own it. A classic example of this for me is Hasbro. They own Wizards of the Coast and they own Magic the Gathering and Dungeons and Dragons. I play and like both games and think that Magic is important to Hasbro and I can at least tell if that game remains popular. They pay a dividend and raise it annually which I like. They have the rights to Star Wars for toys. They have been able to monetize their other properties in the form of movies that have done well at the box office. All were good reasons to buy. That stock is up almost 100% for me and continues to pay a good dividend. Every quarter there is a news article of two update based on the earnings release but because I keep track of the company, I know that the news articles are very superficial. I think I understand the main valuation drivers and what causes short term swings in value (short term is usually tied to movie releases).

Musashi tells you to study well. Not just your sword work and strategy, everything you do. Don’t be fooled by what is on the surface and easy explanations. Understand your decisions and make them as well as you can. People are depending on you.

Working with investment bankers

By Michael

On March 8, 2016

In CFO, Finance, Working With Investment Banks

If you have followed a normal career progression through finance to make it to CFO, you probably worked with investment bankers at least once along the way. It is possible you did not, maybe you are at a start-up that is just now successful enough to go public or do some form of pre-public fund raising and you are dealing with bankers for the first time. It is a fallacy to believe that working for a big company means you would have worked with investment bankers as you climbed the ladder as normally only the Treasury department and the CFO do that, division finance staff normally are not involved. Even if you are involved, it is as a data source, not negotiating the deal. Mid-sized companies tend not to have formal Treasury departments and are a lot more egalitarian, so a much better chance of gaining some experience.

This blog is about working with the bankers themselves. Each investment bank is different and has resources far beyond the bankers that directly cover you, but you will probably never see the rest of the bank, just the small staff that covers you and the few people within their bank that they introduce you too. I try not to be too caught up in the name of the bank they work for and focus more on what my coverage team can deliver. Obviously, there are different tiers of banks, but which ones want to serve you is already at least partially driven by your company size. There just is not enough business for larger investment banks to devote resources to smaller companies.

Investment banks and their bankers get a lot of negative press. The recent, Oscar nominated film “The Big Short” is a good example. They usually are a topic in just about every major political campaign, and populist anger is stirred up against them. The current hit musical “Hamilton” has some of the Founding Fathers attacking them as doing nothing but moving money around. At the end of this blog, I will link some books that are quite critical on bankers and their culture. I can tell you that I have worked with quite a few bankers over my career and I have cannot remember working with any that are like the tell all books I have read, but the banking culture certainly is a culture into and of themselves. I will also link a few more “studious” books as well, if only for balance.

Let’s start with describing the three types of bankers you are likely to work with. The first, and most important, in your coverage banker. The leader of that team is almost always a “managing director” and typically has a small team that works for them. The MD is usually an industry specialist but otherwise a generalist. The next type of banker that you are likely to meet is a product specialist. There are many different products that a bank can sell to the market or to you and the product specialist is the one that supports the MD in pitching the products. Examples are syndicated loans, hedging instruments, convertible bonds, asset backed securities. The bank probably has someone who specializes in that product. The final banker that you are likely to meet is someone from one of the “desks”. This may or may not be one of the specialists that came to sell a product to you, but the important ones you want to meet are the heads of the Equity Capital Markets desk or the Debt Capital Markets desk.

The “desks” are always a little hard to understand, but the easiest way to think of them is that they run the sales force that will be selling your instrument to investors and they are the ones that decide on how it will get allocated between the bank’s customers (not you in this case).

What is very important here is that your coverage banker must be experienced and have clout internally. If you do a deal run by that bank, you need to best and most experienced team executing the deal and the relationship that the coverage banker has with the desk is key. A good relationship can result in above average resources devoted to your deal. A bad relationship or lack of clout in their bank and you might get the the C team and so-so execution.

One question that I get from time to time is how do you even get covered by a bank or bankers so you can get access to them and their resources. I find that question a little strange because bankers survive on fee income. So if there is a way for them to earn a reasonable fee, you should be able to get the attention of a banker. The main way to meet a banker up front is through your lawyers, accountants or through your investors if you are VC funded. If you have a deal for them or a good possibility of a deal in the near future, you will get some attention at least. If you actually have a transaction like an IPO, you can do a “bake-off”, and get a few banks to compete for your business.

Choosing a banker

Let’s say you have had your bake-off, or you have met a few bankers and now you are trying to decide which one to go with. I’ll try and list out some of the things that I consider the most.

The first is that is this is not a smaller transaction, then you probably will have several different banks working on the deal. Whoever you choose as the lead banker (the bank on the left of the list of bankers on the front page of the offering document) will end up controlling the deal, so I generally try and focus the most on picking that one. As an aside, banks and their bankers are very competitive and expect to have several ridiculous conversations about position and typeface and variations of the title they are called. You will need to make it very clear that the banks are to work together well. Most are professional, but they also want to position themselves for the next deal and they are perfectly happy to throw their competition under a bus if given a chance.

I tend to look for experience, both in the bank and from the banker, trustworthiness, and strategic sense. All banks will have two different experience elements in their initial pitch books – league tables and deal tombstones. They will cut industry data in a way that shows that they are a leader, usually the leader in whatever deal they are trying to get onto (or your industry if an initial meeting). They will list out all the deals they were on, sometimes even if they had only very minor roles if they need to, but usually any deals they were some form of bookrunners.

I am a little cynical about league tables because the data chosen is cherry-picked to make the pitching bank look good, but they do have some reference value because if you have 3-4 banks come see you, you can compare the tables and see if there is a pattern as to who is number 2 or three in all of them. That is a good indication of who the leaders really are. Having a big market share and being a leader for a long time can be a good indication of how strong the bank is. And if the banker cannot make his bank look good, then you need to ask yourself how good a job they will do for you with investors.

The tombstones are much less useful. I normally look at the dates to make sure enough are recent, and I ask if the banker and his team personally worked on the deals presented. With typical turnover, anything more than several years old was likely done by a different team and different leaders at the bank.

The next criteria is trustworthiness. This may be surprising, but even with the books listed at the end and my cynicism about the process, I like my current bankers very much and I have had almost uniformly positive experiences with them. What I need to know is that are they there to help me as their priority or themselves or their bank and if they can keep details confidential. Both are easy to tell. Are they listening and advising or are they selling? Are they sharing details of competition that would make you uncomfortable if they shared the same about you?

One of the best ways to tell if you are a priority is coverage (visits, phone calls, emails) even when there is not a deal on the table. The next best indication is if they lend you resources, typically an associate or two to help in a project you are working on. Banks tend to have very good in house models for M&A, for example, or they may have very good knowledge and advice on what to use for standard valuation metrics.

The final part, their strategic ability, is the toughest to determine from just one meeting. Normally this comes out over time. I already have defined that the purpose of strategy is to win. If you find a banker that can help you win more often and by bigger margins, then you have found someone worth their fees. The first thing you need as a start is that they have to look at your business and start giving suggestions. Could be a suggestion on recapitalizing your company. Could be intel on what the competition is up to. Maybe how to reposition yourself with your investor base. The idea is some value added advice that. Comes from them and. shows their understanding of your business and how it is positioned in the marketplace. I have found that the average banker I work with to be quite smart, And the more experienced and business savvy ones can give you very good advice.

Fees

Fees are always negotiable to a certain point. If there is push back on banking fees, you can often tackle it another way via professional fees like the lawyers and accountants. Your lawyers and accountants can tell you what is usual and standard. Do not be afraid to push back here. There is a risk that if you push the fee too low the desk and sales people may not be too excited to sell your deal, but normally only the hugest deals get the very low fees. You can move part of the fee into a success or bonus fee payable at your discretion for over performance.

This isn’t an area to ignore as they can add up, but better performance can give you much better terms than expected and will save a lot more than a small fee reduction up front. Of course, the fee reduction is guaranteed and the extra performance is not, but you do want a motivated banking team.

Indicative Ranges

When a banker is pitching a deal to you, they can be a little too aggressive on the terms they say they can close a deal at. I have seen interest rates quoted well below the last few deals for similar companies quoted to me. Some think that once they have won your business and you are committed and on the road with them, they can always talk you up and blame market conditions. You are somewhat trapped and exposed once you start a deal process. This is where pushing the fee down and making some contingent on performance helps. If they start waffling on their indicative terms once you put some of their fees at risk, you know they are not as sure as they claim. You can always ask them what rate they would backstop the deal at or if they are willing to make it a bought deal and they take the risk or reward of the marketing. This is an area where getting several different banks pitching gives you a much better read on the market.

You need to trust your banker and believe that he is honest if you are going to be happy working with them. Their honesty about indicative ranges is a good touch point. No one can really guarantee what the market will be when the deal is launched, but over promising is dangerous to you. Someone that is not scared but who properly prepares you before a deal launches is very important. Fund raising is very much your responsibility as CFO and delivering a good deal reflects well on you. You need a banker that is a reliable team member.

A few final items

I have been out at events where several CFO’s are being taken to dinner. I find it quite questionable that some take the opportunity to order the most expensive bottle of wine. As much as you will see stories from the books I linked below about the excesses of Wall Street, the real crazy days are way behind us. You don’t want your banker to take advantage of you, so give him the same respect and courtesy. This may be someone you build up a relationship that spans years and maybe they are the one that give you the recommendation that gives you a board seat later in your career.

If you borrow staff and get additional support over time, remember that and try and steer business their way. If they do well, recommend them to other business contacts. They can be very helpful to you personally and can make a big difference in your career prospects, and it is much easier to work with people you respect. Don’t forget their lower level staff that work on your deals. Far too often the celebration at the end forgets your staff and the banking associates. Try to make sure that they get included. If not appropriate for the formal closing dinner, have the junior bankers take your junior staff out.

Finally, don’t get too caught up in the anti-banking media hype. There are plenty of good bankers out there that really care a out their clients. Be careful, remember that they are probably smarter than you with much more resources than you can bring to bear, but buil the right mutually beneficial relationship.

Books and Movies (I have read or seen these myself)

The Culture of Bankers

Liar’s Poker

Liar’s Poker (Norton Paperback)

Liar’s Poker (25th Anniversary Edition): Rising Through the Wreckage on Wall Street (25th Anniversary Edition) Kindle

The Big Short

The Big Short: Inside the Doomsday Machine

Bankers Behaving Badly

Straight to Hell

Straight to Hell: True Tales of Deviance, Debauchery, and Billion-Dollar Deals

Wolf of Wall Street

The Wolf of Wall Street

The Wolf of Wall Street (Blu-ray + DVD + Digital HD)

The Buy Side

The Buy Side: A Wall Street Trader’s Tale of Spectacular Excess

The Industry

Too Big to Fail

Too Big to Fail: The Inside Story of How Wall Street and Washington Fought to Save the Financial System–and Themselves

The Bankers’ New Clothes

The Bankers’ New Clothes: What’s Wrong with Banking and What to Do about It

“Smoothing” your numbers

By Michael

On February 9, 2016

In Accounting and Reporting, CFO, Finance

As you advance up the ladder in your Finance career, it is almost certain that you will arrive at a level of responsibility for the numbers where your judgment become key in determining outcomes. At the same time, you will be confronted with one of the two most common issues – numbers not being smooth or what looks like a temporary operations issues that can be fixed by some smart accounting.

There is no requirement to qualify for sainthood while being a CFO. You are part of the management and public image of the company, and investors and employees are relying on you properly present the historical results of the company and the expected future performance. You do not have to be the most conservative person in the country and report and book every possible downside and flagellate yourself publicly over every single misstep. Honesty is important but you also need maturity and respect for your audience. No one expects that you were perfect or that you will be perfect. Being overly optimistic is not good but being overly pessimistic is also a problem. Your investors will be expecting a fair accounting of results and possibilities so they can make choices in who to invest in. An immature management team that does not promote their company somewhat will result in an additional valuation hit because of a perception that management is not strong and does not believe in their company. Even in bad times, if you are still there with the rest of the management team, you must believe that you are part of the solution. Therefore, mention the issues but focus on the solutions.

I can give a specific example from earlier in my career. The GAAP accounting for stock options granted to employees used to make expensing the options optional. This was an option that Silicon Valley companies did not take. Almost no companies expensed options, but Silicon Valley greatly depended on options and fought against changing the accounting. During that time, I believed that they should be expensed. In accounting discussions with other accountants, I would question the basis for not expensing them. Even with my strong belief that they should be expensed, I did not do it in the books I was responsible for. It simply was not the accepted practice and it was proper under GAAP to not expense options. There was absolutely no reason to “punish” my company compared to others just because I could get on my high horse about the proper accounting for options. Once GAAP changed, technology companies either reported non-GAAP numbers without the options expense or they provide the information so outside analysts could do the same. I provided the information just like others in the industry did because investors expected it.

This is actually an important concept to understand. US GAAP is very specific in many ways but judgment is still a key foundation on the accounting that is done. As I explained in an earlier entry on when I would do a prerelease, the SEC and FASB have both put judgment calls firmly on the shoulders of management. As the CFO, you will be making most of the calls. Other management team members including your boss will come to you with transactions they would like to get booked. You can wrap yourself in a holy mantle of GAAP and always say no, or you can listen to what they are trying to do and try and find a solution.

This brings me back to the original choice I started with. The world is random and bumpy. Investors prefer smooth results that fit an easy to understand framework. Closing the books means making a lot of accruals and valuation judgments and it is really easy to smooth everything out. Be very careful here. Sometimes GAAP really does result in smoother results. If you have a constant production base and higher demand at the end of the year and less at the beginning, you can naturally smooth out the unit cost by building inventory at the beginning of the year and thereby absorbing overhead that otherwise might be expensed and then not overdriving production at the end of the year and over absorbing overhead which results in lower unit costs. You essentially borrow the good news at the beginning of the year and repay it at the end of the year. The accounting matches actual production and you do incur a risk of falling costs at the end of the year or dropped demand meaning your working capital investment may not pay off in better over all results, but the results will be smoother.

Then there is the actual issue that sometimes business just doesn’t match arbitrary quarter end boundaries. It really should not make much difference in the valuation of your company is a deal actually closes January 1 instead of December 31, especially if it was supposed to close earlier and you and rest of the management team forecasted it in good faith to close before December 31. It shouldn’t, but it does. Even if your business does not have big contracts, there might be a snow storm or a flood at your main warehouse and you may miss a week of shipments right at at quarter end. Even in a regular quarter, you may run into a shipping bottleneck and customer orders may not make it out in time even though they were ready.

Sometimes the plant operations group misses their cost takeout targets. Could be an operational issue or maybe the market just didn’t correct quite fast enough but should be ok a few months from now. The shortfall easily can be made up via a slight change in inventory valuation.

Believe it or not, sometimes you get too much good news. A big customer moves up an order and suddenly this quarter is way exceeding goals. Currency moves in the right way and your gross margin now exceeds expectations. Of course, now the next quarter doesn’t look quite as good in comparison and you are wondering if you should burn some of the current good news to smooth out the next few quarters?

Finally, you can often see an issue coming a quarter or two in advance. Does it look like your sales team is making the quarter numbers more and more by borrowing from the next quarter? Did you start this quarter with a vacuum of sales and opportunities because most were recognized the quarter before? Did costs go up and a lot of the cheaper inventory from a prior quarter get used up? If so, expect results that are not smooth or within expectations are probably coming soon.

Like all good CFOs, you probably has a few accounting ideas or changes in the back of your mind that you have been thinking about for a while. Maybe just some tidying up of some overaccruals from prior quarters. Maybe a tweak in inventory accounting that you have been considering. Is this the time you should step in and do it?

I was given some very good advice by a boss early in my career when I had the first exposure to being able to suggest accounting changes. He told me “Never solve an operational problem by moving it onto the balance sheet. All you do is make an Operations problem a Finance problem and when it does come off the balance sheet no one will remember that you were a hero in the past. You defer changes that might be needed and hide the problem so it might not get priority.” This came from someone that I considered to be a very good accountant who had championed a change in accounting that resulted in a better results for a decade into the future. I had also suggested an accounting charge at the start of the planning process (salvage value) that was accepted by him as a good idea to be implemented. The advice was not by someone that was not able to look for better and more accurate accounting, but from someone that had already made that mistake himself and seen others going it in the past and where he wanted to warn me of the consequences.

So now I always replay that advice in my mind when making a quarter end accounting judgment call. Is Sales now asking about bill and hold after the quarter has already ended to handle that inventory that did not make it over the finish line, or was this planned in advance and did the request come in before quarter end and is documented properly? Is cost higher than hoped for and your COO is looking for more expenses to capitalize into inventory to make the target? Did you just figure out that you beat expectations and now you are looking for extra reasons to boost up reserves that you felt were adequate last quarter or even last week?

I have not been afraid my whole career to make sure that our accounting is as advantageous as the accounting in my industry normally is. However, that good advice early in my career when I was at AlliedSignal still sticks to me. I don’t think that any CFO doesn’t know when the are pushing the accounting too hard.

Try to remember that no one really will think you are a hero today. That entry will be in the background and you will not get any credit for it. Remember that your boss and the rest of the management team will not remember why you capitalized those items a year ago, they will just be mad that you are expensing them now. Remember that your integrity is even more on display when you publish the numbers to the outside world. If you push the accounting too hard you could lose standing with your auditors, if there is an operations blow up and a miss and you get sued, it will come out in discovery later. If the rest of the management team gets cynical about the reported numbers, then they may start messing with them without you even getting involved.

Do the right thing for your company. Try and get the best accounting results where it makes sense and is part of a plan in advance. Otherwise, don’t try and fight the random world too much by double entry bookkeeping. Life is not smooth. Expectations do get exceeded or missed sometimes. Make sure that investors who do their work can at least rely on you and your numbers.

——

Some books on the effects of “Number Smoothing”

Confessions of a Wall Street Analyst

The Number: How the Drive for Quarterly Earnings Corrupted Wall Street and Corporate America

The Smartest Guys in the Room: The Amazing Rise and Scandalous Fall of Enron

Financial Shenanigans: How to Detect Accounting Gimmicks & Fraud in Financial Reports, 3rd Edition

How I approach the outlook section in an earnings release

By Michael

On February 2, 2016

In CFO, Finance, Investor Relations

Every quarter, investors pour over actual results and react to a company’s guidance. Before it appears in the press release, I have to work out what is should be. I often see retail investors wonder where the numbers come from and if companies sandbag or otherwise fool around with guidance. So I decided to write a post on the process I have followed to first support the process when I was a Controller and then to help decide as a CFO.

Helping to decide is important to remember. It is easy to get a little ahead of yourself as CFO during the earnings and forecasting process. Take a deep breath and remember that you are part of a senior management team. Remember that there are two types of forecasts, lucky and wrong, and that the longer period of time being forecasted the higher chance you have of being wrong.

I start my outlook process by asking questions and listening. Of course, I keep up with the business as best I can during the quarter, but the reporting process is where you get to ask questions and explain. Take advantage of that and start to form an idea of the opportunities and threats that are coming up.

I am going to assume that you have a reasonable forecasting system for revenue and cost that you are able to rely on to make management decisions. How the actual forecasting is done is not really relevant (Gaussian Cupola or whatever wizardry is used), you just need something that has proven it works in the past. Units, ASP, expected costs, any expected deviations from your normal SG&A spending. Some form of view on what effect foreign currency is likely to have.

You should use the information from your forecasting system to build a draft forecasted financial statement. This is the raw and preliminary numbers that I rely on to start the judgment process of the outlook I eventually publish. Using that first set of numbers, I start to work through a standard checklist of accuracy items (not judgment yet):

1) Revenue – usually the internal forecast is good at predicting when the goods will ship. What is not considered is when you can recognize it. Double check that. Look at the terms being used and any carry-over from the prior period. Be careful with percentage of completion and double check the reasonableness of the calculation. Make sure that items that require contract analysis have been reviewed and that the terms allow revenue recognition as hoped for. Make sure any inter-company sales are properly treated.
2) COGS – usually you get the latest cost numbers from the factory, but that probably is not what will show up in GAAP. Very often their numbers do not include warranty reserves, equity compensation, inventory reserves and potential equipment write-offs (which may need to go into COGS). If costs are rising or falling there will be a lag as production runs through inventory so make sure that is accounted for. Any inter-company profit in inventory that needed to be eliminated? Inter-company items are often overlooked, so check that again.
3) SG&A – talk through the numbers and see if there are unusual things happening this quarter and make sure the numbers are there. If there is a risk of a large A/R write-off or a large fee that is being paid that quarter that needs to be expensed, make sure it is included. Think about bonus accrual catch-ups, if you are beating or missing bonus targets is there a risk that an adjustment to the accrual will be triggered this quarter. Are there large asset write downs, big A/R wrote-offs that could happen or other such one time items? If so, are they in the forecast (of course, if you are so sure that it will happen, ask why is it not recorded in the about to be reported quarter). These type of forecasts are often just run-rate extrapolations, so make sure any effect of adding or selling a business recently was thought through and recorded.
4) Interest and other charges – normally this should be about the same as prior quarters. Double check to make sure any changes or expected changes are reflected in the numbers. Usually companies do not forecast specific foreign exchange swings but if there already has been a large one or a large one is likely you probably should be modeling here.
5) Taxes – typically this is just a forecasted percentage, but work through the logic of the forecast. Did the country mix change since the prior quarter or since the percentage was last set? If so, you may need a different rate and should let people know to change their rate.
6) EPS – double check the diluted EPS calculation. If you recently added convertible bonds, check to make sure the EPS is on an “if converted” basis. Most people just assume that there only is dilution if the bond is in the money and that is not the way the share count is determined for convertible bonds. If you are close to a trigger point for a large tranche of options to go in the money, consider reminding the reader of that. If they have been outstanding long enough to be vested and around for several periods there may be enough added in to swing the EPS calculation.

That is not an exhaustive list. Companies that sell software and other service type contracts need a robust revenue recognition review process for both actuals and forecasts. The list above is all for accuracy before discussing with the greater team. It is all fine and nice to be a strategic CFO but if the base numbers are all wrong then no one will listen to your business ideas.

If you do find errors during the forecast review, go back and fix what did not work in your process. Double check the actuals as the same people usually work on actual and forecast and if the forecast has an error, the actuals might as well. Reporting is a process and you need process controls and feedback into the process.
I am sure that some people started reading this blog and we’re hoping that I would talk about what system to use, what IT tool I recommend relying on. I am always concerned about over reliance on tools and not enough review and finance judgment being applied. A good tool poorly used just gets you the wrong answer faster. There are quite a few good tools out there and I generally recommend that you use one that works well with your existing accounting and consolidation system. Most of my experience is using the Hyperion suite of tools (Oracle product now but used to be independent), but I have used others as well. Even simple excel spreadsheets can work depending on your business. I do think that if the Excel spreadsheets get too big, the risk of formula errors also grows too much.

So now you have a forecast (I tend to have an income statement and balance sheet ready with a cash forecast from another process as well). You now move to the validation and judgment phase. Share the forecast with a small number of senior executives and start the discussion with them. Do not over rely on email. Call them up and talk through the forecast.

Go through each section with them and make sure they understand what assumptions are being used. Then listen. They know their area of the business better than you. The COO probably just heard that there is a part shortage and production will not be able to hit the cost target or the volume target. The SBU business head might have just come from a customer meeting as has good news. Take notes and ask clarifying questions but now is not the time to be pushing back or disagreeing. If you go into target mode and start arguing why results need to be better, you probably will shut down conversation and miss something.

One of the people you should be talking to now is your boss. The CEO will have even more insights into business conditions and the two of you will be making the public commitment. Review the different options from the management team, weighing factors like personalities, some people are too conservative and some are too optimistic. Reach a conclusion about what you will commit to in the quarter or year to come or whatever period the public outlook will be. Make sure the targets needed to hit the goals are rolled out to the people that need to execute.

One of the last things you need to decide on is the range of expected results you will disclose. You need to pick a range that is typical for the metrics you will be disclosing. I get asked very often if I set the range lower so we can easily achieve it and then “beat” the numbers. In my whole career I have not followed that strategy. It becomes very obvious over time if you do that consistently and analysts will start setting their own much more aggressive expectations. You are essentially lying to your investors about your real expectations and trust in management is often a key metric for investors. You also are advertising less than what you can do and if your competition does not under call as well, you will suffer in comparison.

Never set expectations you know you cannot meet or that would take perfect execution, but do not be afraid to set your own internal goals as the public expectation. If you miss or beat them, know why and explain it. If you set reasonable expectations that a good effort should have achieved and you miss, do not try and hide the fact that you missed. Be honest and outline what will happen in the future to avoid surprises and underperformance. If your internal process to arrive at the number was bad, fix that process. If you set expectations that are way too high, you may get a short term bump in share price but you will be reporting actuals in 3 more months and you will lose in trust much more than what you gained in the short term. Be confident, but not overly rosy or arrogant.

Pay attention to the text explaining the numbers to ensure that there is no disconnect. If you expect conditions to be tough, make sure the text reflects that. If you are setting another record, acknowledge it.

In the end, there is no magic formula. You need to do your best and make your best judgment. Make sure your process is robust and repeatable. Be inclusive of your finance team and the senior management team. Don’t sweat it too much, a miss or beat is news for maybe ½ a day if it is a slow news day.

Category: Finance Page 1 of 2

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Analysis process

Due Diligence

Financing Process

Closing the deal

Selling an asset or business via M&A

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