Exit Planning Exchange

By Joseph J. Rahal

Businesses have been hard pressed to grow and to expand in recent times. Many businesses have been forced to get leaner – less people, improved processes, and have taken other measures to reduce costs. However, there are just so many places to cut.

Today’s climate creates an opportunity to grow strategically and to focus externally, to increase revenues and profits. Now is the time to look outward to the marketplace and all its constituents. It is a time to develop, pursue and execute smart and sustainable growth strategies.

There are eight core growth strategies to consider:

1. Retain existing customers
2. Grow existing customers
3. Reclamation of former customers
4. Acquire new customers
5. Build strategic partnerships
6. Expand into new markets
7. Add new products or services
8. Acquisition of a new business

Integral to the success of these strategies, is the ability of the companies to fully understand and articulate the value they bring to the client relationship. It is also important for business leaders to realize that what they did to achieve success might not be the right initiative to achieve success in the future. Businesses that rely merely on transactions find themselves behind the efficiency curve. They work incredibly hard to continuously re-sell customers over and over for each transaction and to find new customers and revenues. Also, the transactional business model breeds no loyalty between customers and the business.

Success in today’s businesses market is built on relationships. Relationships are built upon trust and decision makers seeing “vendors” as “partners” who bring value to the relationship:

• Understanding the inner workings, strategies and issues facing the client in the future
• Putting the client first
• Bringing new and innovative solutions and ideas to the table
• Deploying all available resources on behalf of the client
• Sharing market trends and information
• Challenging conventional thinking by asking the right questions

To grow successfully in 2010 and beyond, and to meet clients’ demands in today’s marketplace, businesses must first:

• Understand the basic difference between the features and benefits of its products or service
• Be able to translate that difference into the unique value it provides its clients
• Understand how to communicate and convey that differentiating and unique value
• Insure everyone in the company understands and knows how they impact the value to the client
• Communicate the value and be consistent with this message in all communications vehicles (people, printed materials, electronic, all media, etc.)

For purposes of this discussion, let’s move forward with a few more details on the first growth strategy:

Retain existing customers

It is universally acknowledged that for many sound business reasons, this strategy should be the first step. Your account database is one of your biggest assets, and it is imperative that you manage each account to its fullest. The fastest way to grow is to cultivate your current clients through “Account Management”.

Many of today’s business strategies attempt to foster the best relationship possible and to maximize results with each client. Account Management is that step that converts CRM, cross-sell, up-sell, into practical actions. It employs a more strategic approach to each client relationship versus a tactical (1 sales at a time) approach.

It costs 5 times more to acquire new customers than to service and retain an account. Sometimes we pay less attention to what is going out the back door of our business to our competitors – lost opportunities after we have spent all the time & money to acquire new clients. And, rarely does a business capture all potential revenue from a client in the first transaction. Money is still on the table and available from:

• Selling more products and services over time
• Building a relationship that helps retain the client for re-orders and re-occurring revenues
• Providing better service eliminating competitors’ entry and opportunity
• Securing referrals

NOTE: Frederick F. Reichheld, author of the widely read The Loyalty Effect: The Hidden Force Behind Growth, Profits and Lasting Value, showed that making loyalists out of just 5% more customers would lead, on average, to an increase in profit per customer of between 25% and 100%. Reichheld’s analysis showed that the cost of acquiring new customers was five times the cost of servicing established ones.

The following information is a sampling of possible tactics that might be employed specific to implementing “ACCOUNT MANAGEMENT” strategies. Account Management starts with establishing a complete profile and a total understanding of the entire account – knowing their people, their roles, their business objectives, etc.

• Conduct a comprehensive account analysis
• Understand the client’s industry trends, market and value proposition
• Develop individual client strategies
• Assign accounts to appropriate sales channel
• Create a link between the existing, “good” business and new business leveraging knowledge and success

Summary

This information presents a sampling of Rahal Consulting’s philosophy and approach toward sales and business development. With extensive and successful business experience accrued over numerous engagements across multiple industries, we are poised to help business leaders prepare for the future.

Rahal Consulting seeks to initiate a dialogue with business leaders and to objectively assist in the development and implementation of growth strategies and tactics.

To initiate a more in-depth discussion and for additional information, please contact:

Joe Rahal, Rahal Consulting

Successfully accelerating the performance of sales organizations

www.rahalconsulting.com 617 999 7262 jrahal@ rahalconsulting.com

By William A. Duratti

Recent changes to Mergers and Acquisitions accounting has given rise to new questions, confusion, and sometimes even hesitation over completing a deal. Requirements under FAS141R are behind it all, and companies will have to comply beginning in calendar year 2009 – a date that looms large for many who are considering business combinations.  However, the challenges presented by FAS141R should not stand in the way of intelligent deal making. Buyers and sellers alike will adapt to the salient changes and base their decisions on whether an acquisition is a good deal at the right time for them.  Even as their accounting and valuation teams make the necessary adjustments, they know that advantages can be gained from the new system. The changes under FAS141R complete a joint effort by the FASB and the IASB to improve financial reporting for business combinations and to promote the international convergence of accounting standards.

FAS141R will cause some major changes and fluctuations to post-merger balance sheets. Understanding the new guidance, modeling deals accordingly and gauging impact on the financial statement before closing the transaction will help reduce any potential negative effects.  Complications arise due to the tricky nature of fair value and deal modeling, especially when estimating intangibles like unresolved contract contingencies. Calling in valuation specialists mitigates the damage that can result from poor assessments. When financial analysts evaluate transactions and earnings, they’ll be looking for how fair value was applied and what normalized earnings will look like on a forward looking basis.  This is especially timely as fair value under FAS141R will follow the guidance of FAS 157 and is defined as: “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measure date.”

Major changes to this definition include the marketparticipant perspective, exit price and more reliance on observable inputs, all of which create more difficulty in financial reporting for business combinations.

When all is said and done, these revisions mean that company leaders can expect ups and downs. When it comes to M&A activity, an acquired entity will likely cause turmoil in financial statements until the merger stabilizes over a number of reporting cycles.

The most significant changes coming under FAS141R include:

1. TIMING OF DEALS AND REPORTING

The biggest challenge for financial departments may come with the increased emphasis on timing and a growing list of disclosure requirements. FAS141R provides a more stringent timeline for reporting business combinations, and if deadlines are missed then provisional amounts must be reported for incomplete terms. That means not having the most qualified information, which can lead to more serious issues down the road.  There is a grace period of one year after the deal is closed – called the “measurement period” – during which provisional items can be adjusted.

Also, the expanded disclosure requirements make meeting the deadlines even more difficult and often will force a company to speed through the process. A deeper planning process and having the right team in place early will help avoid sacrificing quality and accuracy for speed.

2. CONTINGENT CONSIDERATION

Perhaps the most significant accounting change is the requirement that the purchase price of a business combination now include the fair value of contingent consideration. This change could significantly increase the upfront purchase price recorded on deal transactions, as well as increase the volatility of subsequent accounting.  The contingent consideration will be recorded by the acquirer as a liability at fair value as of the transaction date and will need to be adjusted to fair value at each subsequent reporting period. Given the major uncertainties as to future amounts and timing of payments of the contingent consideration, the fair value of this liability may materially fluctuate over time as more information is obtained.

Companies putting contingent payments into the deal structure will need to closely assess fair value of the 2 contingency. There is no predicting the future, but modeling and understanding the shapes that a deal can take will help mitigate the potential fluctuations in reporting.

3. IN-PROCESS R&D (IPR&D)

Under previous regulations, companies could record the fair value of IPR&D as a period cost of a transaction.  FAS141R, however, requires that the fair value of IPR&D be recorded as an intangible asset on the balance sheet. If the IPR&D does not come to fruition, it will subsequently need to be written down to its fair value, potentially zero, resulting in an impairment charge to the income statement.

4. DEAL COSTS

Acquisition-related costs such as negotiations that involve banking and legal fees were traditionally reflected as deal costs that could be capitalized along with the purchase price, but FAS141R calls for these items to be expensed immediately as period costs.

5. ASSETS AND LIABILITIES ARISING FROM CONTINGENCIES

FAS141R improves the completeness of the information reported about a deal by changing the requirements for recognizing assets and liabilities that arise from contingencies. An acquirer is now required to recognize these elements as they arise from both contractual contingencies and noncontractual contingencies as of the acquisition date, measured at their acquisition-date fair values. Again, post-merger adjustments to the fair value of these contingencies can create significant fluctuations in reported earnings.

ACTION ITEMS

With these items and others looming large at the beginning of 2009, companies that are pursuing acquisitions should take a few important steps to solidify their position.

• Re-assess current deals to determine the impact that FAS141R might have, and consider if it will be beneficial to close after the deadline passes.

• Be certain that the right teams are in place to understand and apply new fair value concepts to aspects of a transaction.

• Instruct teams to prepare for the new guidelines and adjust their approach as best as possible to minimize impact on the balance sheet and fluctuations in future reporting.

Despite the changes and action items that accompany FAS141R, the reasons for sourcing and completing deals should remain the same. Company leaders will still strive to make decisions that are strategically sound for their business or come at a good investment price at the right time. The fact is, pre-141R accounting was already a mystery to many. Adjustments will come from the valuation and accounting side to ensure that deals go through smoothly and under the best possible terms.

Material Discussed in this Insight is meant to provide general information and should not be acted on without obtaining professional advice tailored to your firm’s individual and specific needs. This information is for general guidance only and is not a substitute for professional advice.

by Sarah Richmond

The media is filled with reports of the red hot merger-and-acquisition market. In the technology sector in particular, the volume and transaction value of 2007 M&A deals are both forecast to approach levels not seen since 2000. And despite improvements in the IPO market in recent years, M&A remains the liquidity event of choice for venture-backed companies.

These trends bode well for entrepreneurs hoping for a sale to a strategic buyer. However, for many of these aspiring sellers, a deal will never be concluded even though their business’s fundamentals are solid and buyer interest is strong. These “M&A casualties” occur because too often entrepreneurs do not exercise sufficient planning, realism and creativity.

An early mistake that sellers make is not having a realistic picture of how much their business is really worth. Much as many parents overestimate the intelligence and beauty of their own children, many founders overestimate the value of their own company, causing them to expect an unrealistic price. If you are a seller thinking about your exit, finding comparables in the marketplace will help you arrive at a realistic valuation. Much of this type of data is available online, and there are also outside advisers who can assist you.

Even realists sometimes find that their expectations are out of sync with a buyer’s willingness to pay, so thinking of creative solutions that can bridge the gap is important. One solution that is frequently employed is an earnout, which defers some of the sale price to future payments, which are contingent on sales targets, product developments or other milestones. An earnout satisfies the seller’s desire to be compensated for the expected future value of its assets, while also satisfying the buyer’s desire not to overpay for value that has not yet been realized at the time of the sale. However, sellers should be mindful that earnouts are only successful for the seller when very careful attention is paid to the structuring of the earnout when negotiating the deal.

The due diligence process is another contributor to deal failure. Major problems result when a seller fails to disclose important information about the company, and this information is later ferreted out by the buyer or its attorneys in their due diligence review. This can result in a purchase price reduction midstream, or even the suspension of negotiations. At the very least, because the “trust factor” has been impaired, the buyer will now feel the need to dig deeper and spend more time on due diligence than they otherwise would have.

Entrepreneurs can help smooth the way by doing their own due diligence on their company before the negotiations even begin. This will provide an opportunity to fix problems in advance, and even if this is not possible, at least it allows the seller to frame the issue for the buyer with the appropriate context, while retaining the buyer’s trust.

Many things outside the entrepreneur’s control can kill a deal midstream, and reducing the time-span of the due diligence period minimizes the likelihood of these events occurring. Priorities at the acquiring company may change during the process, making the acquisition seem less compelling. In addition, market conditions can change at any time, and a drawn-out process is the seller’s enemy.

Lastly, the acquisition period is an intense and distracting time for the entrepreneur and the company’s senior management team. Since a significant amount of time and effort is typically required to negotiate the deal documents and coordinate the due diligence review, many of the seller’s key people may not be able to focus as tightly on their day-to-day responsibilities. If this impairs the business’s performance leading up to the closing, the buyer will get nervous and the acquisition itself may be jeopardized. Management should be sure to keep its eye on the ball and continue to focus on running the company despite the distractions of the deal.

Deals fall through for a number of reasons. Anticipating the types of things that can go wrong, and working to address them with creative solutions, will contribute to ultimate deal success.

Sarah C. Richmond is a partner at Gesmer Updegrove LLP, a Boston law firm focused on entrepreneurial companies and their investors. She can be reached at sarah.richmond@gesmer.com.