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Page 1: About SBC - JUNE 2015
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Helping Companies Conquer

Their Financial Challenges

Helping Companies Conquer Their Financial Challenges SBell Consulting helps companies conquer their financial challenges. SBC has a wealth of experience facing challenges similar to the ones that keep business owners and management up at night.

All companies encounter financial challenges. Being a financially successful company is harder now then it ever was. When one challenge is overcome, another one is always there to take its place. Profit concerns, cash flow constraints, bank issues, compensation matters, legal hurdles, regulatory impediments; each demanding your attention more often than you would like.

Many companies benefit from a fresh perspective and the experience of others who have faced similar challenges. Businesses need to anticipate future roadblocks they may encounter and have the necessary resources available to address those challenges. But how many organizations have the financial expertise to be truly prepared for all of the potential challenges that lie ahead? The answer is that very few organizations have that bandwidth. You need an experienced advisor who has been in similar circumstances and will deliver the expertise to plan and implement effective solutions.

SBC helps companies conquer their financial challenges. SBC brings experience and expertise to create a focused strategy and a customized solution that will allow your business to reach financial success.

"Answer the summons of a challenge and you will strive to conquer it. Ignore that summons and the challenge will strive to conquer you." - Steven Bell

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Helping Companies Conquer

Their Financial Challenges

 

Services CFO Advisory Services

If your company's CFO is too busy to attack the backlog of projects or to address currently pending projects, SBC can step in.

If your company's CFO lacks the experience to handle some of the more complex issues challenging your company, SBC can lend assistance.

If it is not the right time for your company to have a full time CFO, SBC can act in that capacity for you on a recurring periodic basis or for specific assignments.

SBC brings over thirty years of experience as a senior executive CFO for both private and public companies with a strong business and technical foundation as a Certified Public Accountant.

Past responsibilities as a CFO included managing all of the finance and administrative operations for various sized companies including financial reporting and audits, budgeting and cash management, tax compliance, debt sourcing, mergers and acquisitions, executive leadership and other business matters.

SBC engages with you and your management team and provides:

• CFO knowledge and issue specific experience • Hands on work ethic • Professional leadership • Strategic vision • Bottom line focus • Quantifiable results

Some of the financial and business issues we have helped other companies with include:

• Profitability enhancement • Cost containment • Cash management • Business turnaround • Strategic planning • Financial forecasting • Financial reporting • Bank covenant breaches

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• Negotiation of credit agreements and amendments • Pre-sale planning • Acquisition integration • Transaction due diligence

If your company is struggling with the time, resources or expertise to address some of your more significant and worrisome financial challenges, contact SBC. We can help you attack and conquer those challenges.

Transaction Advisory Services Selling or buying a company is an emotionally, physically and mentally challenging process. While there are many professionals, consultants and experts available to help you though the process, most of these individuals only handle their specific practice areas. Brokers or bankers manage the sale negotiations. Attorneys draft the legal documents. Accountants work on accounting due diligence matters. But very often, coordinating activities and making sure that deliverables are being met is left to company executives who usually don’t have the time to dedicate to oversight of the process.

SBC can provided leadership, direction, coordination and support for the entire process. SBC will allow executive management to do what they do best – run their company and not be totally distracted by the overly consuming transaction process.

SBC ensures that management’s insights, accountants concerns, and consultants observations, are effectively incorporated into the deal structure. Too often deal nuances are not effectively addressed in due diligence or in agreement drafting due to inefficient communication between professionals and management. SBC makes sure the entire team is working cohesively towards the successful completion of the transaction.

SBC provides sale-side, buy-side, recapitalization and IPO transaction advisory services from initial launch through post transaction activities, coordinating and assisting during each step of the process:

• Pre-sale/purchase planning and organization • Management, board and investor strategic discussions • Engagement of professionals including lawyers, brokers, bankers, accountants, &

consultants. • Financial budgeting and modeling • Key performance indicator development • Preparation of presentations and promotional materials • Business and financial due diligence • Operational due diligence • Agreement or transaction document drafting and negotiation • Regulatory filings • Close of transaction • Post-close activities • Integration planning and execution

Are you managing your transaction or is the transaction managing you? For a successful transaction outcome, enlist SBC transaction advisory services.

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Helping Companies Conquer

Their Financial Challenges

Profile – Steven Bell Steven Bell is SBell Consulting LLC's founder and Managing Director. Steve is personally responsible for the performance of all consulting engagements. Prior to opening his consulting practice, Steve began his professional career as a Certified Public Accountant (CPA) working for both Fortune 500 companies as well as entrepreneurial closely held companies. More recently and for the majority of his professional career, Steve has held senior executive positions as a chief financial officer (CFO) for middle market, public and privately held companies. Both of these career paths provided Steve with an extensive exposure to a variety of financial and business challenges. Steve joined the accounting firm of PriceWaterhouseCoopers to start his career. He subsequently moved to a regional CPA firm earning a partnership position. His tenure as a CFO included executive positions at The MRC Group, a medical transcription company located in Cleveland, CareScience, Inc., a Philadelphia based healthcare technology company that went public under his direction, followed by ten plus years at ReSearch Pharmaceutical Services, Inc., a clinical research organization located in Ft. Washington, Pennsylvania. All three of these companies were venture and/or private equity funded and each one of them successfully pursued single or dual public registration or sale tracks.

Steve has developed a financial and business expertise that is deep and broad. As a CFO, Steve managed the companies' financial infrastructures as they grew exponentially on a global basis, traversed the public markets, and managed private equity, M&A and other transactions with new capital and debt structures. His international experience includes managing business operations in North America, Latin America, Asia and Europe. Steve was more than a number crunching CFO; he participated in the development and execution of the companies' strategic visions and was a well respected leader in those organizations.

Steve's unique value proposition is that he has tackled many of the same difficult financial challenges that his clients are encountering and can reward his clients with the lessons he has learned from those situations. Steve believes he can save time, energy and anguish by eliminating the same learning curve that he went through the first or second time he had to attack those challenges. He hopes that his clients will exploit the benefits of his thirty plus years of experience and hurdle over their challenges.

Steve builds close consultative working relationships with his clients. He applies his hands-on approach to every engagement making sure all aspects of the client's financial challenge are addressed. Steve is quick study, efficiently focusing his attention to the matter at hand. He sets his

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sights on the critical aspects of the problem and envisions a path to resolution. He believes success should be measured in bottom line quantifiable results. In addition to providing consulting services on a fee for service basis, Steve has made it a core value of SBC's practice to provide pro-bono services to developing and non-profit organizations and is currently advising two such companies.

Steve is a member of the American and Pennsylvania Institutes of Certified Public Accountants, Pennsylvania Bio, The Greater Philadelphia Alliance for Capital and Technologies (PACT) and a sponsor of its IMPACT 2014 Capital Conference. He is also on the Board and Treasurer of Shamrock Reins, a non-profit established to provide equine assisted activities and therapies.

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Helping Companies Conquer

Their Financial Challenges  

 

Experience

SBC brings experience and expertise to create a focused strategy and a customized solution that will allow your business to reach financial success.

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Helping Companies Conquer

Their Financial Challenges

Case Studies FINANCIAL CHALLENGE – LOSS OF MAJOR CLIENT A manufacturer of specialty automotive parts was struggling to absorb the financial impact of losing a major client due to competitor offshoring. The company’s management and its investor lead board did not agree on the appropriate strategy to address the financial impact of the client loss. One suggested course of action was the implementation of a severe cost cutting initiative. An alternately proposed course of action would require sourcing of investment funding to diversify the company’s product offering. Each course of action was supported by segments of management and the board with little willingness for compromise. Discussions became combative as the different factions were entrenched in their positions and relations between the board and management were severely strained. With no corrective actions being implemented the company’s financial position continued to deteriorate.

SBC SOLUTION

The company engaged SBC to assist management in formulating a two-pronged comprehensive plan directed at addressing the immediate needs and the longer-term strategic business issues. SBC performed a review of the direct and indirect cost structures of the company identifying areas for near term cost reductions. A cost rationalization plan was proposed to stabilize the balance sheet. The plan included adjustments to levels of temporary workers, incentive compensation plan changes, facilities consolidation as well as other areas for cost reduction. Additionally, specific direct costs associated with the lost client were identified for immediate elimination. Secondly, to address the longer-term financial issues, SBC assisted the company in putting together alternative investment strategies for product and client diversification opportunities. To assist in evaluating the strategies, SBC prepared financial projections that included a quantification of investment requirements. The comprehensive plan was brought to the board for discussion and debate after which joint agreement was obtained on the appropriate course forward. As a result of SBC’s expertise in managing similar turnaround challenges and assistance as an intermediary between the board and management, the company was able to begin the process of strengthening its balance sheet, and to begin implementation of a longer-term investment and diversification strategy. The stress between management and the board was alleviated and relations were significantly improved.

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FINANCIAL CHALLENGE – BROKEN FORECASTING PROCESS A privately held healthcare services company had been missing its quarterly revenue and profit budget on a recurring basis. The company's executive management and board lost confidence in the finance department holding them responsible for the company's inability to accurately forecast future financial performance. The finance department team was frustrated because it relied on operations and sales management for input in order to forecast performance and too often that information was off the mark. As a result of consistently missing budgeted performance (sometimes with a positive miss), the company felt handcuffed in its ability to make spending and strategic decisions. In order to have confidence that they could meet financial and other business commitments, they needed a more efficient and accurate forecasting process.

SBC SOLUTION

SBC worked with the company's operations and sales departments with support provided by the finance department to analyze the revenue process from the beginning at entry into the sales pipeline all the way through client invoicing. Using this process flow, the team identified and developed key measurement points and metrics that would provide greater insight into future revenue streams. This was followed up by the creation of a process and communication stream so that the finance department would have access to timely and reliable information for use in forecasting. The improved accuracy and flow of information increased management awareness and now enables them to make real time spending and strategic decisions providing greater financial stability. The company's executive management and board have more confidence about the information being generated by the finance department. As a result of the guidance provided by SBell Consulting, the company is spending less time agonizing about its decisions and more time making decisions moving the company forward towards its strategic goals.

FINANCIAL CHALLENGE – STRAINED BANKING RELATIONSHIP A venture funded distribution company was experiencing an unexpected lull in its new business wins. Unfortunately, the company did not adjust its expense spend rate to align with the lower revenue stream. The net result was a reduction in realized profits with an unplanned series of creditor agreement financial covenant violations. Not having been warned about the downturn in expected profits and the impact on the covenants, the company's bank creditor aggressively responded to the covenant violations demanding answers and information. The bank began exerting pressure on the company for more insight into operations, financial results and future forecasts. The company responded in a knee jerk way providing the bank with unfiltered anecdotal information and incomplete financial reports. The bankers became confused which raised the already heightened concerns at the bank. They threatened moving the credit into its workout group and gave the company a limited amount of time to get its act together.

SBC SOLUTION

SBC was asked to assist in mending the bank relationship and manage the process of amending the credit agreement. Steve met with the lead bankers to understand their concerns and to begin the process of building confidence that the company was financially stable and that the credit was secure. The meeting was followed up by a comprehensive financial plan and communications strategy to bring further comfort to the bank. Steve took the lead role in the process, directly managed all communications between the company and the bank and over a period of several months successfully negotiated a forbearance agreement and subsequent credit agreement amendment. As a result of the lead taken by Steve, moving management to the background, and lowering the banks concerns while credit agreement negotiations were going on gave the company the breathing room to reassess their financial position and present an organized and credible plan to the bank. The company is currently generating growing profits and is in compliance with newly agreed financial covenants.    

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 FINANCIAL CHALLENGE – LIQUIDITY CRUNCH A private equity backed software developer was in the process of integrating back office administrative functions of a recent acquisition and unexpectedly experienced a liquidity crunch. The company suddenly encountered negative cash positions and realized it was not able to effectively forecast its cash flows or predict availability under its asset based lending credit revolver within a reasonable range of accuracy. The disparate entity processes and systems along with rapid organic growth were straining the company’s ability to manage its cash management treasury function. Accordingly, the company routinely scrambled to meet day-to-day financial commitments.

SBC SOLUTION

In order to address the pressing liquidity issue, SBC worked with the company’s finance staff to compile detailed historical inflow and spending trackers to be used to construct a reliable rolling weekly cash flow forecast model. The model included forecasted credit line borrowing base calculations to determine if cash flow shortages could be covered by line availability. Using the insights gained from analysis of the updated forecasting tool allowed the company to rebalance the timing of its cash outlays, smoothing net cash flows and lessening the severity of the liquidity crunch. In addition to the actions to address the immediate liquidity issue, the company also formulated plans to address the longer term structural integrations issues and the unification of banking platforms. As a result of SBC’s experience in treasury management and cash management challenges, the company gained a clearer view of its daily liquidity position, allowing it to more nimbly manage its cash, and address future shortfalls well in advance of occurrence.

 FINANCIAL CHALLENGE – INADEQUATE FINANCE STRUCTURE TO SUPPORT GROWTH A closely held functional outsourcing company was experiencing explosive revenue growth but wasn’t taking the necessary measures to ensure that its finance support structure was expanding capabilities, processes, systems and personnel to support the growth. The finance department continued to operate on antiquated systems with manual processes and a serious lack of financial oversight and controls. As a result, as the company grew, it increasingly experienced delays in customer invoice issuance, a significant level of customer invoice errors, haphazard financial reporting, increased days sales outstanding from unsupervised accounts receivable tracking, vendors clamoring for payment, and uncertainty of its cash availability. Lack of structure was seriously threatening bringing the company down during a period of increasing revenues and profits.

SBC SOLUTION

Relying on SBC’s experience in building finance organizations, SBC was engaged to plan, structure and implement a corrective course of action. SBC performed a thorough review of the company’s business and financial operations by meeting with company management and support staff. SBC also performed a review of finance processes, systems and personnel. SBC then prepared a short and long-term plan for building a structure that could support the rapid growth dynamics of the company. It addressed the immediate needs of upgrading certain positions within the finance staff, adding internal finance leadership, defining roles within the team, initiating processes and controls around functional areas and financial reporting. Implementation of the plan is currently underway under SBC oversight. The company has made great strides in upgrading some of the finance functions by addressing the more critical obstacles, and continues the build of the needed internal finance function.

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Helping Companies Conquer

Their Financial Challenges

 

Frequently Asked Questions

Does SBC have public company or IPO experience? Steven Bell's career started as a CPA and auditor at a Big 4 accounting firm focusing primarily on public company audits.

As a CFO he led the successful execution of an IPO on NASDAQ. He also led the public registration of a private company on the London Stock Exchange which was followed by a NASDAQ registration. Steve quarterbacked the dual track process of IPO versus sale for two other organizations. Both of these tracks ended in a successful sale of the respective companies.

During his tenure as a CFO of public companies, Steve was responsible for all of the typical public company activities including SEC financial reporting and compliance, managing analyst and shareholder performance expectations, investor relations, shareholder communications and quarterly conference calls.

What types of banking or financing structures has SBC sourced? The list of financing vehicles that Steve has sourced is long and varied and includes conventional bank financing and lines of credit, asset based lending, mezzanine financing, venture backed funding, private equity leveraging, specialty purpose acquisition corporation funding, and initial public offerings. He actively managed the negotiations of the funding transactions, the subsequent reporting and compliance issues and requirements as well as lender relationships.

What is the breadth of SBC's international experience? Most recently Steve directed the international growth of a company's financial structure from what was initially only a US based platform, to a global structure including incorporations and operations in over sixty-five countries within North America, Latin America, Europe and Asia Pac. As part of the international growth, he engineered the acquisition of four companies, three of which were in Europe and one in China.

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What are some of the unique qualifications or expertise that SBC has that you may not find with another advisor? Steve has advised or managed companies with significantly diverse business profiles including profitability turnarounds, business acquisition roll-ups, high revenue growth tracks, international expansions, and companies positioning for sale or IPO. He has travelled the world setting up corporate structures and operations in many countries including some less travelled ones such as Uruguay, Colombia, and Bulgaria.

These may not be specific experiences that can be leveraged into a benefit for your company, but it demonstrates the breadth of his experience, as well as the reach and lengths that he will undertake in order to ensure the success of a company.

What are Steve Bell's underlying business beliefs that have proven successful in his career? Steve believes in forging partnerships with clients, extreme levels of organization and planning, being better prepared than the opposition in negotiations, identifying the critical operational, financial and non-financial keys for success, doing whatever it takes to be successful, working hard but working smart, taking charge, not being afraid to make a decision, and being responsible for the decisions he has made.  

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Contact Information SBell Consulting LLC

Steven Bell, Managing Director Phone: 215-882-2671� Mailing address:� 107 Oldham Place

� Ambler, PA 19002

Email: [email protected]

WWW.SBELLWEB.COM