Jared, CFO of Springbrook (acquired by Accel-KKR), shares his experience with an unsteady finance function, the challenging impact of a Carve-Out scenario on the finance & accounting function and how to overcome the void that is left.
Learn how Jared leveraged Consero’s Finance as a Service to reduce time spent on building a finance & accounting function and:
Quickly implement a scalable, cloud-based system with advanced functionality
Access a reliable and skilled finance team
Get automation to support contracts, project accounting and CRM integration
Develop workflows for AP, Collections, Expenses, and Cash forecasting
Get support for upcoming acquisition
Offload transactional roles so he could focus on strategic initiatives
To learn more about how you can quickly build a scalable and efficient finance function, visit www.conseroglobal.com.
Consero visits with longtime client, Corey Gross, CEO of Sensibill, a software and Fintech company. Corey has successfully raised Seed, Series A, and Series B funding across a number of venture funders including: Radical Ventures, Information Venture Partners, First Ascent Ventures, Mistral Venture Partners, Impression Ventures, and Operative Capital.
During the discussion, Corey tells us how Consero’s Finance as a Service model enables him to:
Be due diligence ready as Sensibill raised a SEED, Series A, Series B in addition to debt agreements with financial institutions and government grants and loans, all of which required diligence
Get experienced CFO advice that helped navigate Board interaction, funding rounds and business fluctuations
Have timely and accurate financial reporting that allowed for consistent clean audit opinions and timely investor and bank reporting
Access a sophisticated accounting platform including a cloud-based finance & accounting technology stack with workflows and automation to deliver real-time visibility into key financial data
Take a look at why Finance as a Service and a fully managed financial solution could be a fit for you: www.conseroglobal.com
Longtime Consero client, Scott Sanders, CFO of Broadway Technology, a software and fintech company backed by Long Ridge Equity, BC Partners and HPS Investment Partners, discusses his experience with Finance as a Service and describes the value it brings to his role as CFO and to the organization overall.
During the discussion, Scott tells us how Consero’s Finance as a Service model enables him to:
Free his time from managing the back-office so he can spend most of his time adding value to CEOs and Investors
Keep the cost of the F&A function low and reduce business continuity risk with Consero managing all hiring, training and backfilling of the finance team
Easily pass an audit and quickly turn around large info requests during due diligence
Have “less worry” because of Consero’s checks and balances and a solid process for closing the books
Bill Klein, President of Consero, is an entrepreneur with over 20 years of experience with technology and services organizations ranging from startups to large organizations. He speaks with Anand Krishnan, Managing Partner of Thinkbridge, seed investor, and technologist who is specifically focused on helping growth stage companies become technology companies.
In this discussion, Bill and Anand discuss how businesses can keep up with the number of software platforms that are required to run a typical business, yet provide amazing customer and employee experiences. They also explore Consero’s SIMPL platform for Finance as a Service. The SIMPL platform abstracts the complexities of using multiple platforms and people powered services, to deliver a simplified and targeted user experience.
Consero’s Finance as a Service enabled the newly hired CFO to focus on being a strategic partner to the CEO with confidence that the basic finance function would be handled properly. Watch the on-demand video (recorded Sept, 2021).
Top 3 takeaways:
CFOs can’t be a strategic partner to the CEO if they are stuck in the finance & accounting function
Passing an audit and closing the books in a timely fashion is essential when exploring capital markets
Building a finance function piece by piece will be more costly and result in a longer timeline because implementations always take longer than promised
Take a look at why Finance as a Service and a fully managed financial solution could be a fit for you:
You can also read the MedFirst case study and learn more about how the CFO was able to get an investor-grade financials and upgrade the finance function without having to build it from scratch.
Would you like a short introduction to Consero and learn about how your organization can benefit from Finance as a Service?
In this episode, Bill Klein, the Co-founder and President of Consero, discusses the way they are changing the way business build and maintain the finance function with their innovative Finance-as-a-Service (FaaS) solution.
We talk about their technology strategy and their technology platform, appropriately named “SIMPL”, which is a brilliant unification platform that simplifies their customer’s lives. They are bringing meaningful tech to middle-market, high-growth businesses and investment management executives.
Instead of reinventing the wheel, Consero pursued a strategy of using a best-to-class solution stack that is already available but building their differentiator which is a unified delivery platform. This platform gives their clients access to a fully integrated finance & accounting software platform with role-based, self-service tools – allowing for more insight and control in the business. Think of it as ‘Mint’ for business.
Recently, Chris Hartenstein, Consero’s VP of Customer Success, hosted a conversation about the role the finance function can play in an add-on acquisition strategy and how to develop a readiness plan that paves the way for a successful integration.
More than ever, buyout groups are investing in industry platform plays with an aggressive acquisition strategy to build value, but that requires a swift and competent integration into the operations of the buyer. So what role does the finance function have in ensuring that happens? Consero Global’s VP of Customer Success, Chris Hartenstein has personally helped integrate 18 companies with their buyers over the last year and knows the real-world challenges of the process.
He hosted a chat with Trey Chambers, the CFO of the B2B software tools provider IDERA, that has been owned by multiple PE firms, and Elizabeth “Scottie” Wardell, the Managing Partner of the middle market PE firm, Integrity Growth Partners. And for the perspective of a target company, they’re joined by Steve Isom, the CFO of donor management software and system provider Bloomerang, who had recently supervised the acquisition of his previous employer, Flywheel. Below is a lightly edited version of their conversation.
Chris Hartenstein (CH): What are some of the key priorities that companies should be looking at as they negotiate closing some of these acquisitions? Trey, you’ve managed 17 acquisitions over there, so tell us what you look for.
Trey Chambers (TC): We haven’t always been good at it, but we keep learning. The key for all M&A is a good target, and that means knowing what you’re looking for. We have an M&A team in-house, with a pipeline of targets, and we’re always looking at who’s in our space and building those relationships, as a lot of our acquisitions are through our informal chats [with targets]. Most of all, I’d make sure there’s a strategic purpose. Maybe they have a better technology or one that doesn’t do what your [offering] does, or maybe it merely removes a competitive threat. Some are growth acquisitions, some have recurring revenue, maybe they have an older technology, but offer an opportunity for synergy. We think our ideal target has some combination of those qualities.
Once we have a target, we create what we call is a “skinny model” with high level financial information from the target, and then we’ll discuss a purchase price based on revenue or EBITDA multiples and then pressure test that as we begin diligence. You need to make sure you’re ready. We hire Deloitte to do a “quality of earnings report,” which takes the historical financials and does the equivalent of a mini-audit that traces any anomalies, one-time events, etc., so we truly understand the company’s historical performance. Then we assign the various diligence duties. We have a diligence tracker, and after all these years, we have a good one that tracks cash management, who’s doing the GL, and so on. Our goal is to get these deals done in 60 days, although it still tends to be 90 days, so it’s still pretty quick. The goal is to finish, or cut bait quickly.
I used to have a small team focused on diligence, but now I invite a lot of the team on a lot of the calls, because we used to close the deal, only to struggle with integrating the company afterwards. But now everyone is up to speed prior to close, so we can hit the ground running.
Elizabeth “Scottie” Wardell (ESW): I’d like to reiterate Trey’s point about having a sound rationale and thesis for this acquisition. It can be attractive to say, “I can get this at a really cheap multiple,” but if you don’t have great rationale that fits with the overall story of the company, when you go to sell, the buyer will unpack why this was added, and you won’t get credit for simply adding dollars to your P&L. In fact, it may distract from organic growth opportunities. Don’t be too focused on how things look on paper, because it still has to makes sense to the overall business thesis.
I’d add that people should think about these acquisitions structurally. What does it take to finance these acquisitions? If you’re going to incur debt, will that put a burden on the company’s other growth activities? So you should think about where the capital is going to come from, especially as I work with a lot of lower middle market companies that are at key organic growth inflection points, in addition to whatever M&A strategy may be explored.
CH: Steve, you’ve been on the other side of all this, having been recently acquired. What’s your perspective?
Steve Isom (SI): Something to consider with these deals is by the time diligence begins, it’s really confirmatory. There’s already a thesis and a LOI, so the role of finance is to give them confidence. Think about every interaction with a potential buyer as a chance to further build that confidence in the business. This means erring on the side of transparency, giving the internal roadmap of controls, policies, forecasting and tell the story of where you were, where you are and where you were planning to go. I think you can develop a good relationship with the acquirer, so if you find yourself in a situation where a number you shared was incorrect, or there’s a detail that you pulled, you’ve built that rapport and trust with the acquirer, where you can have an open conversation about it, rather than trying to sneak by any adjustments to the data room.
CH: So much of what you need to make these acquisitions a success come from the finance function, and when the target’s finance department is in disarray, it can stall the deal. So what are some red flags that you’ve seen that would give you pause, and how have you ensured your finance teams don’t wave any such flags too?
SI: There’s this idea of deal readiness. There’s a difference between an unsolicited inbound offer and going into an exclusivity process, or hiring a banker where you have 60 days to prepare. I’ve made a point to have info available and structured to be ready for that. When you’re on the acquirer’s side, you’re really looking for an efficient process at the target. Is the finance leader inheriting any operational debt? Are there things broken in the processes here?
ESW: If the numbers keep changing, or if different systems are saying very different things, that’s a red flag. This doesn’t imply anything nefarious, just that there may be more “noise” around the earnings. Inconsistency matters. In the presentation of the numbers- how confident are they talking about the numbers? How comfortable are they with them? What are the key drivers? Are they coming off as transparent, or do they bristle when I get to the next layer of questions? Some of that can be discerned by the body language of the different parties, say between the CFO and CEO, and if there is tension. Are they cutting each other off? Maybe there’s a lack of coordination and those are red flags. If you can’t reconcile cash at the end of the day, that’s most certainly a red flag as well.
CH: I like the idea of body language and making sure that people are being transparent. Trey, what are the red flags are you seeing?
TC: Is the data easy to reach? Are questions answered quickly? Is there pushback- some of that pushback is legit, but when it’s not, you need to decide [if it’s worth that trouble.] Acquiring small and unsophisticated is much harder than acquiring large and sophisticated, in terms of integration. A lot of companies in the lower middle market are cash-based by nature, so they’re not as mature on the process and accounting front, which means you’ve got to pick up the pieces post-close. I’ve always told my team, get everything you can pre-close, since if this is a synergy play, you may lose people who know things, and they are far more motivated to give that data before closing.
CH: Smaller deals take as long, if not longer, to close than big ones. In getting ready for deal, what should you have on hand from a finance perspective?
SI: Most of the time, people underestimate how long it takes to integrate a business. Take any pain point in your business and understand that it will amplified and exacerbated during this process. Get the teams working together as soon as possible- maybe they outsourced or they have a great team. As Trey said, you have their attention before closing.
TC: One of our CEO’s favorite statements is “Get to the future.” The future is always scary but we know we need to get there. 90% of the time we want to use our processes and our playbook and the seller is, like everyone else, convinced their way is the best way. These are difficult conversations that don’t get any easier, so it’s best to have them upfront.
Next, have a staffing plan. I understand which positions are there and which will still there after the deal closes, and be sure to plan on turnover, complete with a back-up plan. The last element I’d suggest is that we do is weekly integration meetings about two to three weeks before the deal closes, if it looks likely. And we start building from there. Three or four weeks after that, we’ll invite staff from the target as well to participate.
CH: Scottie, what’s the value of the finance function of either side of the deal?
EW: [The finance function] can serve as a “quarterback hub” for the integration and analysis work. I’d add, think about the change management opportunity. It’s a lot of people getting together to do things different, and there will be energy from acquirer and target, and the more thoughtful you are there, being methodical about culture and giving opportunities to show shared goals and deal with any “hidden” info. How do you factor in people’s fears and hopes around this process? How do you optimize the best of the both groups? Things can get damaged if you don’t tackle the human element here, no matter how fancy the algorithms are. And the finance function can play a role in this.
SI: That’s especially true if most of the staff will be staying. Over-communication is key. Put yourself in their shoes. There are all these assumptions from the acquirer that there are these key people we want to stay, and well, the acquirer needs to say just that. Tell them that they are those key people. And to Trey’s point, if you try not to rock the boat, and assure them that they can keep most of their processes in place, every little change will seem all the more disruptive.
TC: People getting acquired are by nature scared, and they’ll assume the worst. “I’ll be fired,” or “The new processes will be worse.” So don’t string anyone along. We’ll meet everyone across functions within a week of the deal closing, and update them if we know we need them, or if we know we don’t need them, and even that we’re not sure yet, but promise that as soon as we know, we’ll tell them. People like certainty, and that will engage everyone faster for the Company’s future. People appreciate that, even if it’s bad news.
CH: Exactly. Don’t leave them in limbo. Steve. From a deal readiness standpoint, how did you share data when your prior company was acquired? It was an unsolicited offer, correct?
SI: That’s right. And from the first meeting to close was, I think, roughly 30 days. We had recently been through an equity raise so there were a lot of materials already in hand, and as a recovering investment banker, let me tell you, a professional presentation lends a lot of credibility. And honestly, we benefitted from having Consero. Because of their process, the team completed a full diligence list from Deloitte in 24 hours, and that kept the deal rolling along. That instills a lot of confidence.
CH: What else can a finance function do to help close these deals and scale both finance teams together?
TC: Consero is great at onboarding new companies, since everyone that moves to their platform is coming from another platform. So Consero moves those companies to the platform efficiently, which allows us to focus on the business. And don’t forget the financial planning and analysis side here. So we refine that skinny model from the LOI stage and have a final model in place, and then we focus on that as we move forward. For all these acquisitions we measure them on a stand-alone basis for the first year so we can measure the P&L off the model and focus on the KPIs, to gauge where we are compared to our plans.
SI: You also need to make sure the CFO understands the thesis and the success criteria for the deal. Explain to the CFO the five or six milestones along with a reporting cadence against those metrics, and there’s no better way to assess success.
ESW: There’s always a lot of moving pieces post-close so I’d stress there needs to be a clear project management function, or at least a systemic approach over who owns what. And finance can help lead that systemic approach. And losing sight of that can cause plenty of unnecessary value destruction.
TC: To that point, as part of our playbook now, we created a diligence tracker and appointed someone to manage that tracker. It keeps everyone on their toes, and keeps the integration engine humming.
SI: As a seller, make sure there is a project manager before the close, and that QB needs to make sure that the context of the deal is kept in mind. If that head of R&D answers the questions in a vacuum, there can be problems. Someone needs to make sure that the responses are consistent. CH: And that consistency can build a lot of trust. I think we all know that no acquisition will be successfully integrated without that, and the finance function plays no small role in building trust in the numbers and the process, along the way.
(filmed June 4, 2020)
Consero’s Private Equity Roundtables enable Investors & Portfolio CEO’s/CFO’s the opportunity to gain valuable understanding and share actionable information for the middle-market tech and PE community.
The conversation was led by Natalie Townsend, VP of Sales for Consero. Consero is a Finance as a Service provider whose portfolio of clients include over 130 sponsor-backed software and services businesses that range from $10M to $200M. Natalie shares trends, tactics and observations that we are seeing in the small to mid-market space during this economic disruption.
Holly Maloney – Managing Director of General Catalyst
Holly invests in and partners with disruptive, growth-stage software driven businesses. General Catalyst is a venture capital firm that makes early-stage and transformational investments. General Catalyst backs exceptional entrepreneurs who are building innovative technology companies and market leading businesses, including Airbnb, BigCommerce, ClassPass, Datalogix, Datto, Demandware, Gusto (fka ZenPayroll), HubSpot, KAYAK, Snap and Stripe.
Tyler Newton is a growth private equity and growth stage venture capital investor. Tyler is a Partner at Catalyst Investors, a leading growth equity firm focused on investing in high-growth, middle market private companies in technology-enabled services sectors. He currently focuses on investments in the software, food tech and business services sectors.
Thomas Kershisnik is a Vice President at Five Elms Capital, a leading growth equity firm that invests in fast-growing, SaaS and internet-enabled businesses. Five Elms partners with growing, founder-owned software and services businesses, providing capital and resources to accelerate growth and further cement their role as industry leaders.
BuildGroup is an operator-led investment company that provides permanent capital to entrepreneurs building the next generation of technology businesses. Prior to joining BuildGroup, Tanner was responsible for building and leading research & business development strategies at Vista Equity Partners. Before Vista, I worked at Gerson Lehrman Group (GLG), UBS Investment Bank, and Ferris, Baker Watts, Inc.
Condensed Notes from Panel Discussion:
Raising Capital Amidst Covid-19: What is the current obstacle course for Private Equity?
There is still money in the market and ready to be deployed to help brands grow. The biggest change lies in not the money itself, but the appetite for uncertainty.
The changing outlook on valuations:
The outbreak has turned every investor into an impact investor as they deal with the unfolding human and economic fallout of this market disrupter. A combined humanitarian and financial catastrophe requires a business approach that looks beyond the bottom line.
How are PE/VC firms evaluating market in Covid 19:
Need for understanding the impact of portfolio companies as they touch every corner of the economy
Map critical stakeholders and develop a communication plan for each stakeholder group to maintain trust and reputation. Focus on cascading quality communications to portfolio companies
Business that are exclusively focused on travel, teleconference, finance and enterprise security – basically all ends of the exposure spectrum
Net new investing activity that are certainly on those which may work significantly like healthcare, telehealth, remote work, enterprise security and other digital consumer service model that have excelled dramatically
Focus is on area which is well known, and not getting to know new investors/enterprise
Investments are active as innovation and business cycle don’t stop
It’s the understanding on how pipeline conversions are taking place for the next two quarters what is the cash collection going to look like, need to make sure the businesses are well capitalized
Great businesses are still raising money in this environment
Activities on both Investor side and investing side are pretty strong
How to make investments more virtual
No more an option for meeting publicly for conference or flying. People are trying to maximize the Zoom option.
The combination on so much dry powder available more than ever with public equity market
A big reset in valuation is expected. Big companies are still getting well-funded and healthy valuation.
Need to work to make those connection in this virtual world
How is the remote conference working to make transaction virtual
Depends on the nature of the conference if the conference is one of the industrial balances where larger companies are trying to develop new customers relationship or to know the thematical understanding of the business rather than knowing them individual level
Companies have put good resources to meet more people, big companies spend time with people and they want to see how its going to work virtually
The companies have their own agenda that they set to get productive
Investment banking conference which is typically set up to meet companies back to back through out the day is quite productive because here it is focused discussion without any distraction
Bank conference where we have on one on one are more efficient
Concentration of capital is seen and businesses spend lot of time to know who got funded this week
The more usage of tools is required to create this special experience in long lasting trans
How is the Portfolio company progressing working remote?
Business have seen success. PE portfolio companies are being efficient. Product and Development teams’ productivity is higher
Establish a common crisis response structure for portfolio companies — one with clear responsibilities and direct accountability
Taking reviews and taking foot prints helps, it’s a big eye opener
Update scenario plans and agree on actions to cover a 3-6 month impact and a 12-18 month impact, as well as a process to update these plans weekly
Need to bring team together, analysis is on what it is going to happen from a year now if people are continuing to work from home
What do you to about the counter aspects and that busy culture at the office but it is still working fine
Need to recreate the environment for the young and new recruits as everything is starting virtually for them and need to induce them to culture of organization
How you maintain culture, build rapport and inclusion that in the virtual world
How is the Traditional Enterprise Sales Module going to get digitalized?
Explore the new option, know the new platforms, more usage of Software and tools that allow collaboration and able to crisply articulate the value of proposition of what is sometime a complex sale remotely – especially inside the enterprise security
Building a strong social media presence is essential for digital sales
We often find companies that have excellent operational discipline but fail to apply a similar rigor to sales
Improving the odds, unifying the digital experience, connecting the digital supply
How is the Management getting to know the executives?
Establish structured daily check-ins
Provide several different communication technology options
Everyone knows that this is less than an ideal scenario which demands more time commitment
Upfront of the understanding having more frequent dialogues, having more connection points on one to one basis across the whole executive team and more frequency of connection is what expected and welcomed
It is not the management getting to know the team/executives it is time where team getting to know the management. More direct interaction is complemented.
Need to be creative with respect to references and sort of engagement scores of the company and study the NPS of the culture of the businesses
Dynamics of the team and the scale ability of the company helps
Early stage partners say that this is the better time than ever to understand the people
This is really humanizing element like how world is getting to know each other now. More casual discussion needs to be encouraged.
Advice to the companies who want to raise funds now:
It’s good idea to start early in building relationship. Less travel is involved. People will have more time to have that 30min to 60min Zoom call before necessarily hit the capital.
High velocity outbound calls to potential portfolio investments are welcomed. Volumes with respect to travel have gone down from 40% to 30% but the quality of conference calls which is an internal measure of the quality of business have gone up.
Quality calls are divided into two groups one is the companies that are planning to raise capital other one who are trying to explore their options and just trying to know more investors.
More than 50 thousand dollars is spent for these market studies and to know any basic facility available that can help
Deals are getting closed without having met people personally, it is time ad value on how to meet people effectively via Zoom
The biggest component that is missing is the ability to enter the company and to sense the company’s culture, energy and style. You can absorb a great amount just sitting in the lobby of the office. How to sort through executive dynamics, collaboration and working style is something needs to be figured out.
If any funds fell through during COVID what is the need of reevaluating it now?
Those long list of committed but not yet closed investments during COVID. Days’ worth meeting when COVID hit to understand that fundamental long-term structural shift in whatever these businesses is specifically dealing with.
Reassessing helps to keep the promise in terms of funding
What could be done differently if the situation was known two months prior?
Conserving cash flow in business. Using capital wisely to grow the business and stay on it.
Gathering good resources in team can change the things to to the good.
In such downtime companies think of staying stiff on the position rather than getting large share in the market
Scenario planning in each company is must. Practical conservative plans need to be put in place to know its effect. Analyze the structure, capital efficient growth would last.
Sales has been trimmer here and there, a plan on how many sales person is required can help
How are you using your Brand/Voice to speak up about the standing?
We do have a recognition and platform and extensive reach to portfolio companies so it is not only our direct voice it is also about our extended support to empower the voice of the companies we have invested
We insist companies to make a statement of standing of solidarity and support and acknowledgment of everything which is going right now
We have been operating for little while but not systematically, we have to try to do better. It’s almost like dancing on the thorns, it’s not what you did yesterday and tomorrow. It is all about day in and day out what you do for the next part of the year to make the world a better place.
In industry network is huge part of success that everyone enjoys. Be it a investor side or Enterprise side.
Help someone excel. They may not have the same connections or networks of the ecosystem that you do. How can you make connections for the folks that could be potential life changing and can make changes to the industry over long term.
What we do as investors is build strong relationship through investments
CEO’s completely shift in their business model because of COVID and get back on the right track and are seeing the successful of those efforts
What kind of companies are PE/VC targeting?
From short term thematic perspective view we made some short-term sprints that we worked on to both potential value-oriented investments and momentum investments.
Certain industries that we have deep roots like for really long period of time, for example travel industries
For us it is to think how we envision that world of travel is going to change, what are the new business models and experiences
From the B to B software perspective we are tying to understand the friction of the market cycle
How do we make sure we invest in the short term, behind the great business that have amazing natural expansion within our customer base
It may be more challenging to acquire net new customer; how do you make sure you have backing platform so that they can expand in relatively low friction environment
Ability of the business to survive from good time to bad is something that more investors are keeping eye on
We believe best business model win, this concept of modern business model around. If SaaS is leading a world just, SaaS is not enough anymore.
In those places where it has got effected, digital players are the one who are getting share. SMB’s are trying to come up back faster
The technical storage or access is strictly necessary for the legitimate purpose of enabling the use of a specific service explicitly requested by the subscriber or user, or for the sole purpose of carrying out the transmission of a communication over an electronic communications network.
The technical storage or access is necessary for the legitimate purpose of storing preferences that are not requested by the subscriber or user.
The technical storage or access that is used exclusively for statistical purposes.The technical storage or access that is used exclusively for anonymous statistical purposes. Without a subpoena, voluntary compliance on the part of your Internet Service Provider, or additional records from a third party, information stored or retrieved for this purpose alone cannot usually be used to identify you.
The technical storage or access is required to create user profiles to send advertising, or to track the user on a website or across several websites for similar marketing purposes.