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September 21st deck.v2 9 21Final[1]
This document summarizes a presentation on preparing a company for acquisition or going public. It discusses Undertone's experience being acquired and the implications of less preparation time and less control over the process than with an IPO. The presentation recommends companies focus on seven key areas: organization, controls, financial management, policy/procedures, IT, legal, and education. It also suggests considering a company's history with investors and capital as well as its organizational structure and talent. The document concludes by thanking the speakers Steve Hobbs, Susan Parcells and Michael Waxman-Lenz.
September 21st deck.v2 9 21Final[1]
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- 2. This Eventis Designed to be Interactive Take Advantage of Real Time Q&A Follow on LinkedIn Visit Our Resource Widget
- 3. Steve Hobbs Managing Director Protiviti SusanParcells Senior Director Finance Transformation BlackLine Michael Waxman-Lenz Chief Financial Officer Undertone
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- 5. Meeting theUnexpected: How Undertone met the challenge The Seven Buckets: Organization, education, controls, financial management, policy & procedures, IT, Legal
- 10. IPO pathis the exception Most companies become public via acquisition – That was Undertone’s case What are the implications? Much less preparation time Less control over the process More support from a new parent company So what can you do in advance?
- 11. What’s yourhistory? Founder led company without outside capital Outside investors (Angels, VC, PE) Board structure Acquisitions International operations What was your organizational structure? Finance staff HR staff Legal support
- 12. The originsof the company Investor involvement and requirements Organizational structure and talent/experience
- 13. Organization, Controls Financial management – Financial Process Policy & procedures IT / Systems Legal Education
- 14. Steve Hobbs, Managing Director,Protiviti
- 18. With Susan Parcells,Senior Director, Finance Transformation, BlackLine
- 35. Steve Hobbs Managing Director Protiviti SusanParcells Senior Director Finance Transformation BlackLine Michael Waxman-Lenz Chief Financial Officer Undertone
- 36. Subscribe Followus on LinkedIn Have a Great Day! Thanks to our Speakers
Editor's Notes
- #5 TRANSITION SLIDE: Segue to Michael. Jack will welcome Michael and ask his first question. CFOTL: Take us back to the deal being consummated and the moment you accepted the position as CFO – what were your most immediate concerns? Undertone had a 2-year plan call “IPO readiness” – the company was on a list of 20 ad tech companies to go public. Two years turned into “an Instant” IPO with the day of acquisition. Think of the prior six months as a intense due diligence period that distracts a team even more from the “readiness process”. Behind the scenes, we had an immediate need to comply with acquisition filing requirements (-- even more demanding since the SEC required more recent financials ( September vs. June) -- Foreign filers have a 6 months reporting requirement. / NEXT SLIDE
- #6 We’ll talk about the seven buckets and Steve will talk about even more details. BUT let’s put the UNDERTONE situation in perspective – is it that unusual?? NEXT SLIDE
- #7 SMALL / decreasing number of IPO
- #8 Large number of private transations
- #9 But many well known companies ---with ambitiions to go public.
- #10 THAT”S THE REALITY : As of June, 2016, Google has acquired over 190 companies , Microsoft has acquired > 150 companies, Oracle 56 since 2010, Facebook as 50 + acquired MATERIAL VS> SMALL TUCK in Acquisition.
- #11 Undertone is a great example how companies can find themselves “suddenly” public without adequate preparation --- or at least the time to consider all aspects. The more material your company is to the acquirer the greater the demands (e.g. IPO full responsibility – SOX transition periods, for Google, FB, DUE diligence does include aspects of the post-acquisition management, but one is focused on the business, technology and financial due diligence whether the business is “worth acquiring”, risk factors, price, etc. Integration planning is part of a good due diligence, but there is usually never enough time and even the willingness of a seller is limited to spend resources and time on post-acquisition integration.
- #12 What’s the maturity of a business organization Undertone was a 16 year old company, that had a mad several acquisitions, in including international acquisitions during it’s history, it was a private equity owned company, it was a company that had bank debt. These are all important elements to review and consider. Private companies don’t like to slow themselves down - how can we run faster. Successful and profitable companies sometimes don’t have to worry as much as companies.
- #13 has a great deal of influence what you have done and will have to do to be prepared You live the consequences of your past.
- #14 Undertone – had replace their finance staff in the 18 months period prior to our acquisition, Great new talent, but you lose the history, they were doing clean up and process improvements, better controls. Undertone – did not have general ledger and they were in the process of upgrading the Great Plains accounting software ( GP is not a great system in the first place, but the staff and the integrator were working in parallel to thee diligence --- very demanding, not a promising path - we tried to complete the upgrade but realized that the investment and effort was to great. We decided within the first week that we would launch immediately and effort to move to the GLOBAL accounting solution that Perion was using (Netsuite) - within 5 months designed the process and switched to Perion is an established public company and because of the acquisition timing in December, we had only the subsequent year to implement SOX. We hired an experienced, Culturally well adjusted SOX compliance offer designing the process with an outside provider (Deloitte Israel). Good winning team.
- #15 TRANSITION SLIDE: Segue to Ethan. Jack will welcome Steve: and ask his first question. CFOTL:
- #19 TRANSITION SLIDE: Segue to Susan. Jack will welcome Susan and ask his first question. CFOTL: