Blog Archives
Building a Lean Financial Infrastructure!
A lean financial infrastructure presumes the ability of every element in the value chain to preserve and generate cash flow. That is the fundamental essence of the lean infrastructure that I espouse. So what are the key elements that constitute a lean financial infrastructure?
And given the elements, what are the key tweaks that one must continually make to ensure that the infrastructure does not fall into entropy and the gains that are made fall flat or decay over time. Identification of the blocks and monitoring and making rapid changes go hand in hand.
The Key Elements or the building blocks of a lean finance organization are as follows:
- Chart of Accounts: This is the critical unit that defines the starting point of the organization. It relays and groups all of the key economic activities of the organization into a larger body of elements like revenue, expenses, assets, liabilities and equity. Granularity of these activities might lead to a fairly extensive chart of account and require more work to manage and monitor these accounts, thus requiring incrementally a larger investment in terms of time and effort. However, the benefits of granularity far exceeds the costs because it forces management to look at every element of the business.
- The Operational Budget: Every year, organizations formulate the operational budget. That is generally a bottoms up rollup at a granular level that would map to the Chart of Accounts. It might follow a top-down directive around what the organization wants to land with respect to income, expense, balance sheet ratios, et al. Hence, there is almost always a process of iteration in this step to finally arrive and lock down the Budget. Be mindful though that there are feeders into the budget that might relate to customers, sales, operational metrics targets, etc. which are part of building a robust operational budget.
- The Deep Dive into Variances: As you progress through the year and part of the monthly closing process, one would inquire about how the actual performance is tracking against the budget. Since the budget has been done at a granular level and mapped exactly to the Chart of Accounts, it thus becomes easier to understand and delve into the variances. Be mindful that every element of the Chart of Account must be evaluated. The general inclination is to focus on the large items or large variances, while skipping the small expenses and smaller variances. That method, while efficient, might not be effective in the long run to build a lean finance organization. The rule, in my opinion, is that every account has to be looked and the question should be – Why? If the management has agreed on a number in the budget, then why are the actuals trending differently. Could it have been the budget and that we missed something critical in that process? Or has there been a change in the underlying economics of the business or a change in activities that might be leading to these “unexpected variances”. One has to take a scalpel to both – favorable and unfavorable variances since one can learn a lot about the underlying drivers. It might lead to managerially doing more of the better and less of the worse. Furthermore, this is also a great way to monitor leaks in the organization. Leaks are instances of cash that are dropping out of the system. Much of little leaks amounts to a lot of cash in total, in some instances. So do not disregard the leaks. Not only will that preserve the cash but once you understand the leaks better, the organization will step up in efficiency and effectiveness with respect to cash preservation and delivery of value.
- Tweak the process: You will find that as you deep dive into the variances, you might want to tweak certain processes so these variances are minimized. This would generally be true for adverse variances against the budget. Seek to understand why the variance, and then understand all of the processes that occur in the background to generate activity in the account. Once you fully understand the process, then it is a matter of tweaking this to marginally or structurally change some key areas that might favorable resonate across the financials in the future.
- The Technology Play: Finally, evaluate the possibilities of exploring technology to surface issues early, automate repetitive processes, trigger alerts early on to mitigate any issues later, and provide on-demand analytics. Use technology to relieve time and assist and enable more thinking around how to improve the internal handoffs to further economic value in the organization.
All of the above relate to managing the finance and accounting organization well within its own domain. However, there is a bigger step that comes into play once one has established the blocks and that relates to corporate strategy and linking it to the continual evolution of the financial infrastructure.
The essential question that the lean finance organization has to answer is – What can the organization do so that we address every element that preserves and enhances value to the customer, and how do we eliminate all non-value added activities? This is largely a process question but it forces one to understand the key processes and identify what percentage of each process is value added to the customer vs. non-value added. This can be represented by time or cost dimension. The goal is to yield as much value added activities as possible since the underlying presumption of such activity will lead to preservation of cash and also increase cash acquisition activities from the customer.
Convertible Debt: What, How, Plus, Minus?
Convertible Debt is also called convertible loans or convertible notes. This is a common method of financing for early stage companies. Typically, an investor or a group of investors (investor syndicate) extends a loan to a company that could later convert to an equity instrument. Like any debt, it is an interest bearing instrument. However, the key element in this form of financing is that the investors will get equity at a discount when the Company raises a Series A round. In other cases, it could be a warrant issue. In most instances, there is a cap on the valuation at which the debt will convert.
Hence, there are four key components of convertible debt:
- Convertible Debt has an interest.
- Convertible Debt has a discount
- Convertible Debt may have warrants
- Valuation at which Debt converts is capped.
Let us discuss each of these in detail.
Convertible Debt is interest bearing.
Like any debt, the borrower has a loan on their balance sheet. They are responsible for the principal and the interest. The interest is simple interest rate, and there is a fixed due date (or “maturity date”) for repayment of the amount borrowed. In other words, if there is no Series A funding before the maturity of the convertible debt, there could be some problems for the company. In an extreme case, the note holder can force the company into bankruptcy, unless the startup can renegotiate and extend the terms. The appropriate interest rate for convertible debt could be anywhere between 6% up to 10%. The Applicable Federal Rates (AFRs) can establish the lowest legally allowable interest rates.
Convertible Note Discount.
As a sweetener, the note will have an automatic conversion discount feature by which the investor will exchange the convertible debt for shares of a Series A Preferred Stock at a discount to the price per share paid by a VC in a Qualified Financing Round. Here is how this works:
A) Angel invests $100,000 in the startup company.
B) Startup issues the convertible note for $100K which has an interest and maturity date.
C) The Note has an automatic conversion feature at $1M with a conversion discount equal to 20%.
D) Now, let us say that the Startup closes $1M Series A Preferred Stock at $1 per share.
E) The Angel thus gets the shares at 80 cents.
F) So Angel gets $100,000/$0.80 per share of the Series A Preferred which totals to 125,000 shares.
Convertible Notes may have warrants.
The warrants are very similar to options. In a typical convertible note, the Warrant will be an option for whatever security is sold in the next round. It is often expressed in terms of “warrant coverage percentage”. A 20% warrant coverage means that you can take the same $1M, multiply by 20%, and the Warrant independently will enable you to get $200K of additional securities in the next round. For example, let us say a Series A round is $4M (Company has raised $4M). The warrant coverage kicks in and now the size of the round becomes $5.2M. ($4M New Fund + $1M size of Note + $200K warrant coverage = $5.2M) So there is a dilution impact of $1.2M for the $1M of angel cash that was extended in the form of the Note with the Warrant Coverage.
Convertible Notes Caps
Cap is a term that protects the angel investor and puts a ceiling on the conversion price of debt. This is seen mostly in seed financings. For example, angel invests a $100K in a company at 20% discount and thinks that the pre-money valuation maxes out at $3M. If the angel was correct and the valuation was indeed at $3M (assume $1.00 for preferred share) , then the angel would have 125,000 shares. That would be 125,000 shares/(3M shares + 125,000) = 4%. The investor would own 4% immediately upon Qualified Financing.
However, assume that the company is hugely successful and the pre-money valuation is assessed at $10M. Let us say that the preferred stock is at $1.00. So now you have 10M shares. Angel Investor gets 125,000 shares. Then the Investor is diluted down to 1.23%. (125K shares/ (10M shares + 125K shares)). Hence the higher the valuation in Series A, the investor gets diluted down further. Hence they use Convertible Notes Caps as a protection to their downside dilution risk. The cap sets a limit for how much the Company can raise before the investor’s shares stop getting diluted. It sets an upper limit. So if the investor in the above example sets a cap at $5M, then the discount would increase to offset the additional dilution that occurred. So in this case, the investor actually gets a 50% discount, not a 20% discount. It is important to note that the cap is structured as either or – in other words, the angel investor gets the value of the greater of the two discounts.
Advantages of Convertible Debt Financing
- Easy to raise
- Paperwork could be less than 10 pages.
- Quick turnaround time to get this signed off
- Terms are generally clearly defined
- Legal Expenses are typically less than $5000-$8000.
- Company can defer the valuation discussion until a later date
- Notes have fewer rights than Equity. Investors in Notes have less say in the direction and execution of company plans.
Disadvantages of Convertible Debt Financing
- It is a loan and there is a maturity date on the loan. If financing does not occur, the investor can recall the note and force the company into bankruptcy.
- Incentives are not necessarily aligned. Company wants more valuation in Series A but investor would want less to own larger pool. With a cap, they accomplish that but the Company owners are diluted down depending on cap or size of discount.
- Size of discount or cap could create problems for the Company seeking Series A. Series A investors might force a renegotiation thus increasing legal and other costs to the Company. A low valuation cap could adversely affect the owners of the Company.
- Conversion to equity would mean equivalent privileges with respect to rights. Bear in mind that angel investors are generally not professional VC’s and each of them have very different expertise. Equivalent rights for the different expertise may create problems and issues among all parties involved.
- Convertible Notes may have senior preferences. In the event of liquidation, the Note Holders are first in line to get their money back.
- Some angel investors may want subscription rights or super pro-rata rights to the next round of funding. This is to prevent their dilution. So they may want to have the option to participate up to a certain percentage of the next round. In other words, if the round is $5M, the subscription right might specify that the investor can participate up to 30% and that would mean that the investor has a bigger seat on the table. Such clauses may not be favorably looked at by Series A investor and these clauses could hold up financing.
Disseminating financial knowledge to develop engaged organizations
Financial awareness of key drivers are becoming the paramount leading indicators for organizational success. For most, the finance department is a corner office service that offers ad hoc analysis on strategic and operational initiatives to a company, and provides an ex-post assessment of the financial condition of the company among a select few. There are some key financial metrics that one wants to measure across all companies and all industries without exception, but then there are unique metrics that reflect the key underlying drivers for organizational success. Organizations align their forays into new markets, new strategies and new ventures around a narrative that culminates in a financial metric or a proxy that illustrates opportunities lost or gained.
Having been cast in operational finance roles for a good length of my career, I have often encountered a high level of interest to learn financial concepts in areas such as engineering, product management, operations, sales, etc. I have to admit that I have been humbled by the fairly wide common-sense understanding of basic financial concepts that these folks have. However, in most cases, the understanding is less than skin deep with misunderstandings that are meaningful. The good news is that I have also noticed a promising trend, namely … the questions are more thoroughly weighed by the “non-finance” participants, and there seems to be an elevated understanding of key financial drivers that translate to commercial success. This knowledge continues to accelerate … largely, because of convergence of areas around data science, analytics, assessment of personal ownership stakes, etc. But the passing of such information across these channels to the hungry recipients are not formalized. In other words, I posit that having a formal channel of inculcating financial education across the various functional areas would pay rich dividends for the company in the long run. Finance is a vast enough field that partaking general knowledge in these concepts which are more than merely skin-deep would also enable the finance group to engage in meaningful conversations with other functional experts, thus allowing the narrative around the numbers to be more wholesome. Thus, imparting the financial knowledge would be beneficial to the finance department as well.
To be effective in creating a formal channel of disseminating information of the key areas in finance that matter to the organization, it is important to understand the operational drivers. When I say operational drivers, I am expanding that to encompass drivers that may uniquely affect other functional areas. For example, sales may be concerned with revenue, margins whereas production may be concerned with server capacity, work-in-process and throughput, etc. At the end, the financial metrics are derivatives. They are cross products of single or multiple drivers and these are the elements that need to be fleshed out to effect a spirited conversation. That would then enable the production of a financial barometer that everyone in the organization can rally behind and understand, and more importantly … be able to assess how their individual contribution has and will advance organization goals.
The Big Data Movement: Importance and Relevance today?
We are entering into a new age wherein we are interested in picking up a finer understanding of relationships between businesses and customers, organizations and employees, products and how they are being used, how different aspects of the business and the organizations connect to produce meaningful and actionable relevant information, etc. We are seeing a lot of data, and the old tools to manage, process and gather insights from the data like spreadsheets, SQL databases, etc., are not scalable to current needs. Thus, Big Data is becoming a framework to approach how to process, store and cope with the reams of data that is being collected.
According to IDC, it is imperative that organizations and IT leaders focus on the ever-increasing volume, variety and velocity of information that forms big data.
- Volume. Many factors contribute to the increase in data volume – transaction-based data stored through the years, text data constantly streaming in from social media, increasing amounts of sensor data being collected, etc. In the past, excessive data volume created a storage issue. But with today’s decreasing storage costs, other issues emerge, including how to determine relevance amidst the large volumes of data and how to create value from data that is relevant.
- Variety. Data today comes in all types of formats – from traditional databases to hierarchical data stores created by end users and OLAP systems, to text documents, email, meter-collected data, video, audio, stock ticker data and financial transactions. By some estimates, 80 percent of an organization’s data is not numeric! But it still must be included in analyses and decision making.
- Velocity. According to Gartner, velocity “means both how fast data is being produced and how fast the data must be processed to meet demand.” RFID tags and smart metering are driving an increasing need to deal with torrents of data in near-real time. Reacting quickly enough to deal with velocity is a challenge to most organizations.
SAS has added two additional dimensions:
- Variability. In addition to the increasing velocities and varieties of data, data flows can be highly inconsistent with periodic peaks. Is something big trending in the social media? Daily, seasonal and event-triggered peak data loads can be challenging to manage – especially with social media involved.
- Complexity. When you deal with huge volumes of data, it comes from multiple sources. It is quite an undertaking to link, match, cleanse and transform data across systems. However, it is necessary to connect and correlate relationships, hierarchies and multiple data linkages or your data can quickly spiral out of control. Data governance can help you determine how disparate data relates to common definitions and how to systematically integrate structured and unstructured data assets to produce high-quality information that is useful, appropriate and up-to-date.
So to reiterate, Big Data is a framework stemming from the realization that the data has gathered significant pace and that it’s growth has exceeded the capacity for an organization to handle, store and analyze the data in a manner that offers meaningful insights into the relationships between data points. I am calling this a framework, unlike other materials that call Big Data a consequent of the inability of organizations to handle mass amounts of data. I refer to Big Data as a framework because it sets the parameters around an organizations’ decision as to when and which tools must be deployed to address the data scalability issues.
Thus to put the appropriate parameters around when an organization must consider Big Data as part of their analytics roadmap in order to understand the patterns of data better, they have to answer the following ten questions:
- What are the different types of data that should be gathered?
- What are the mechanisms that have to be deployed to gather the relevant data?
- How should the data be processed, transformed and stored?
- How do we ensure that there is no single point of failure in data storage and data loss that may compromise data integrity?
- What are the models that have to be used to analyze the data?
- How are the findings of the data to be distributed to relevant parties?
- How do we assure the security of the data that will be distributed?
- What mechanisms do we create to implement feedback against the data to preserve data integrity?
- How do we morph the big data model into new forms that accounts for new patterns to reflect what is meaningful and actionable?
- How do we create a learning path for the big data model framework?
Some of the existing literature have commingled Big Data framework with analytics. In fact, the literature has gone on to make a rather assertive statement i.e. that Big Data and predictive analytics be looked upon in the same vein. Nothing could be further from the truth!
There are several tools available in the market to do predictive analytics against a set of data that may not qualify for the Big Data framework. While I was the CFO at Atari, we deployed business intelligence tools using Microstrategy, and Microstrategy had predictive modules. In my recent past, we had explored SAS and Minitab tools to do predictive analytics. In fact, even Excel can do multivariate, ANOVA and regressions analysis and best curve fit analysis. These analytical techniques have been part of the analytics arsenal for a long time. Different data sizes may need different tools to instantiate relevant predictive analysis. This is a very important point because companies that do not have Big Data ought to seriously reconsider their strategy of what tools and frameworks to use to gather insights. I have known companies that have gone the Big Data route, although all data points ( excuse my pun), even after incorporating capacity and forecasts, suggest that alternative tools are more cost-effective than implementing Big Data solutions. Big Data is not a one-size fit-all model. It is an expensive implementation. However, for the right data size which in this case would be very large data size, Big Data implementation would be extremely beneficial and cost effective in terms of the total cost of ownership.
Areas where Big Data Framework can be applied!
Some areas lend themselves to the application of the Big Data Framework. I have identified broadly four key areas:
- Marketing and Sales: Consumer behavior, marketing campaigns, sales pipelines, conversions, marketing funnels and drop-offs, distribution channels are all areas where Big Data can be applied to gather deeper insights.
- Human Resources: Employee engagement, employee hiring, employee retention, organization knowledge base, impact of cross-functional training, reviews, compensation plans are elements that Big Data can surface. After all, generally over 60% of company resources are invested in HR.
- Production and Operational Environments: Data growth, different types of data appended as the business learns about the consumer, concurrent usage patterns, traffic, web analytics are prime examples.
- Financial Planning and Business Operational Analytics: Predictive analytics around bottoms-up sales, marketing campaigns ROI, customer acquisitions costs, earned media and paid media, margins by SKU’s and distribution channels, operational expenses, portfolio evaluation, risk analysis, etc., are some of the examples in this category.
Hadoop: A Small Note!
Hadoop is becoming a more widely accepted tool in addressing Big Data Needs. It was invented by Google so they could index the structural and text information that they were collecting and present meaningful and actionable results to the users quickly. It was further developed by Yahoo that tweaked Hadoop for enterprise applications.
Hadoop runs on a large number of machines that don’t share memory or disks. The Hadoop software runs on each of these machines. Thus, if you have for example – over 10 gigabytes of data – you take that data and spread that across different machines. Hadoop tracks where all these data resides! The servers or machines are called nodes, and the common logical categories around which the data is disseminated are called clusters. Thus each server operates on its own little piece of the data, and then once the data is processed, the results are delivered to the main client as a unified whole. The method of reducing the disparate sources of information residing in various nodes and clusters into one unified whole is the process of MapReduce, an important mechanism of Hadoop. You will also hear something called Hive which is nothing but a data warehouse. This could be a structured or unstructured warehouse upon which the Hadoop works upon, processes data, enables redundancy across the clusters and offers a unified solution through the MapReduce function.
Personally, I have always been interested in Business Intelligence. I have always considered BI as a stepping stone, in the new age, to be a handy tool to truly understand a business and develop financial and operational models that are fairly close to the trending insights that the data generates. So my ear is always to the ground as I follow the developments in this area … and though I have not implemented a Big Data solution, I have always been and will continue to be interested in seeing its applications in certain contexts and against the various use cases in organizations.
Risk Management and Finance
If you are in finance, you are a risk manager. Say what? Risk management! Imagine being the hub in a spoke of functional areas, each of which is embedded with a risk pattern that can vary over time. A sound finance manager would be someone who would be best able to keep pulse, and be able to support the decisions that can contain the risk. Thus, value management becomes critical: Weighing the consequence of a decision against the risk that the decision poses. Not cost management, but value management. And to make value management more concrete, we turn to cash impact or rather – the discounted value of future stream of cash that may or may not be a consequent to a decision. Companies carry risks. If not, a company will not offer any premiums in value to the market. They create competitive advantage – defined as sorting a sustained growth in free cash flow as the key metric that becomes the separator.
John Kay, an eminent strategist, had identified four sources of competitive advantage: Organization Architecture and Culture, Reputation, Innovation and Strategic Assets. All of these are inextricably intertwined, and must be aligned to service value in the company. The business value approach underpins the interrelationships best. And in so doing, scenario planning emerges as a sound machination to manage risks. Understanding the profit impact of a strategy, and the capability/initiative tie-in is one of the most crucial conversations that a good finance manager could encourage in a company. Product, market and internal capabilities become the anchor points in evolving discussions. Scenario planning thus emerges in context of trends and uncertainties: a trend in patterns may open up possibilities, the latter being in the domain of uncertainty.
There are multiple methods one could use in building scenarios and engaging in fruitful risk assessment.
1.Sensitivity Assessment: Evaluate decisions in the context of the strategy’s reliance on the resilience of business conditions. Assess the various conditions in a scenario or mutually exclusive scenarios, assess a probabilistic guesstimate on success factors, and then offer simple solutions. This assessment tends to be heuristic oriented and excellent when one is dealing with few specific decisions to be made. There is an elevated sense of clarity with regard to the business conditions that may present itself. And this is most commonly used, but does not thwart the more realistic conditions where clarity is obfuscated and muddy.
2.Strategy Evaluation: Use scenarios to test a strategy by throwing a layer of interaction complexity. To the extent you can disaggregate the complexity, the evaluation of a strategy is better tenable. But once again, disaggregation has its downsides. We don’t operate in a vacuum. It is the aggregation, and negotiating through this aggregation effectively is where the real value is. You may have heard of the Mckinsey MECE (Mutually Exclusive; Comprehensively Exhaustive) methodology where strategic thrusts are disaggregated and contained within a narrow framework. The idea is that if one does that enough, one has an untrammeled confidence in choosing one initiative over another. That is true again in some cases, but my belief is that the world operates at a more synthetic level than pure analytic. We resort to analytics since it is too damned hard to synthesize, and be able to agree on an optimal solution. I am not creaming analytics; I am only suggesting that there is some possibility that a false hypothesis is accepted and a true one rejected. Thus analytics is an important tool, but must be weighed along with the synthetic tradition.
3.Synthetic Development: By far the most interesting and perhaps the most controversial with glint of academic and theoretical monstrosities included – this represents developing and broadcasting all scenarios equally weighed, and grouping interaction of scenarios. Thus, if introducing a multi-million dollar initiative in untested waters is a decision you have to weigh, one must go through the first two methods, and then review the final outcome against peripheral factors that were not introduced initially. A simple statement or realization like – The competition for Southwest is the Greyhound bus – could significantly alter the expanse of the strategy.
If you think of the new world of finance being nothing more than crunching numbers … stop and think again. Yes …crunching those numbers play a big part, less a cause than an effect of the mental model that you appropriate in this prized profession.
Linked Stars Blog 