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									SKS Consulting
Interim Executives, Capital Stabilization, and Turnaround Management
           SKS Consulting
                               Services List

                  •Turnaround Management
                  •Interim Executives
                  •Board of Directors Assignments
                  •Capital Stabilization Initiatives
                  •Financial Analysis
                  •Management Consulting
                  •Onsite Business Assessment
                  •Strategic Planning
                  •Management & Board Review
                  •FTE & Expense Reduction
                  •Public Company CFO services

Page  2
                          Our Business Philosophy
• SKS Consulting focuses on aligning our interests with shareholders and the
  Board of Directors to maximize value.

• Each client’s circumstances are unique. We ‘custom design’ the most cost
  effective utilization of our in house skill sets to deliver optimal results.

• Our compensation structure is designed to:
       • Offer a competitive daily fee structure
       • Provide long term rewards by equity participation in the success of
         the enterprise based upon the work that we perform.

• We do not only “write reports”. We roll up our sleeves and work side by
  side with our clients management teams. We prefer to share the risk and

Page  3
                           SKS Interim Executives
SKS offers our consultants’ expertise for short-term assignments
to help manage organizations on a temporary basis.
Our consultants are qualified to fill all C level and
senior management positions to provide flexibility and custom fit
our clients’ strategic plans.

Typical Assignments:
•Board Director
•General Manager
•Chief Restructuring Officer
•Chief Marketing /Sales Officer

Page  4
                                           SKS’s Business Cycle
                                                   SKS’s typical entry points
                       Performing                                                               Growth & Exit
                                                                                    Corporate renewal/
                             Underperformance                                          Turnaround
                                                                                Sale & Asset
                                                            Viability and
                                                        investment decision

                                                                                        Relative Time Horizon

     Strategic &                                                   Corporate Renewal                   Exit/Asset Recovery
 Operational Advisory                                                  Services                              Services

                                                                 Lead the
  Provide                           Comprehensive                                                    Facilitate successful
                                                                 implementation of
  performing                        assessment of a                                                  exit as a result of
                                                                 turnaround efforts :
  companies with                    business to justify          • Crisis & interim                  successful turnaround
  guidance so as to                 new/further                    mgmt                              or quick sale of assets
  increase financial                investments. Focus on        • Operational &                     if decision not to invest
  and operational                   risk/return and exit           financial                         further
  efficiency                        strategy (mode &               restructuring
                                    timing)                      • Strategic planning &

Page  5
                                  The Turnaround Process
             Situation                                          Strategic         Execute Strategic
                              Re-organization                   Planning           Plan

Key Activities:           Key Activities:            Key Activities:          Key Activities:
• Financial Analysis      • Execute                  • Develop strategic      • Execute focused
• Conduct executive         reorganization             plan                     initiatives outlined in
  mgmt & board              activities focused on    • Develop execution        strategic plan
  interviews                stopping the burn rate     plan                     (growth/sale/merger
• Report findings           and stabilizing the      • Structure Latent         etc.)
                            company:                   Intellectual Capital
Deliverables:                 FTE and expense         Assets                 Deliverables:
• Complete                     reductions                                     • Acting C Level
  Assessment Report                                  Deliverables:            • Transactions –
• “This is what I would   Deliverables:              • MYRNA session            buy/sell
  do if it was my         • Successful                 and outputs            • Capital stabilization
  company…”                 organizational                                    • Hire full-time mgmt
                            restructuring            Timeframe:                 team
                                                     • 2 days Initial         • IP Portfolio / Strategy
Timeframe:                Timeframe:                   session
• 2-4 days                • 30 days                  • 1 day quarterly        Timeframe:
                                                       follow-ups             • 12-24 months

Page  6
                             The Assessment Product
    SKS offers a standalone assessment product to provide our clients an accurate
    understanding of an organization’s current operational and financial state by
    performing a thorough due diligence. Upon completion of our review, we provide
    our clients with an extensive analysis outlining the companies strategic position.
    Our assessment will provide a bottom line recommendation that helps our clients
    make better informed decisions. In all cases, we offer our professional opinion
    regarding the viability for future investment, whether or not we can help facilitate a
    re-organization, or if we can assist in executing a controlled exit strategy.

•   Two week process (4 days on site)
•   Interview of board members, senior management, & operational management
•   Thorough review of financial statements, operational processes, sales strategy,
    business plan assessment, and capital spending review
•   Examination of business practices and cultural conditions

Page  7
                                    Assessment – Key Work Flows
                                          Financial                       Business Plan                     Develop
    Executive Interviews                                                                                Recommendations
                                     Statement Analysis                    Assessment

  Objective: obtain key         Objective: Understand            Objective: Review viability of   Objective: Develop robust
  executives’ thoughts on       current financial situation      business plans in the context    recommendations on areas
  “what immediate changes       and identify opportunities for   of the market and                for improvement and provide
  they would make if it were    immediate improvements           competitive landscape.           assessment and our
  their company”                                                 Develop valuation estimates      recommendations
                               • Operating structure – burn      of the investment
• Private, individual                                            opportunity
                                 rate                                                             • SWOT analysis to include:
  interviews with
                               • Key financial metrics                                              • Organizational restructuring
  leadership team and                                            • Sizing the market and
                               • Capital structure                                                  • Recommended operational
  board members and                                                competitive landscape
                               • Balance sheet analysis                                               and financial restructuring
  other key executives                                           • Key revenue and cost               initiatives
• ABC analysis – best and                                          assumptions                      • Sales & marketing
  worst performers; are                                          • SG&A assumptions                   recommendations
  individuals in the right                                       • R&D assumptions                • Valuation Scenarios based on
  positions?                                                     • Business development             comparables and DCF analysis
• Organizational structure                                         initiatives                    • Investment recommendation
  analysis - gaps and                                            • Valuation assumptions –
  redundancies                                                     comparable deals, DCF
• Performance and                                                  analysis
  compensation structure

Page  8
                      MYRNA - Strategic Planning
•   SKS Consulting facilitates on site strategic planning seminars for its clients through the
    efforts of MYRNA Associates, Inc.

•   We enlist the expertise of John Myrna and his team of professional strategic planning
    experts to develop the overall planning process to drive all functions in the client
    company towards a cohesive, measurable, and accountable action plan.

•   Success flows from the executive team's consensus and commitment to achieving a
    small number of goals through specific action plans. Myrna Associates' Total Quality
    Planning (TQP) process facilitates this happening. Myrna Associates can take total
    responsibility for pre-planning, meeting facilitation and the transcribing and printing of
    a company's plan. After completion of the intensive two-day meeting, managers will
    receive a final comprehensive plan for moving forward.

•   The deliverable from this session is a clear understanding of what each team member
    must accomplish in the next 30-60-90 days and how performance will be measured.
    Quarterly one day update meetings ensure we stay on target and allow for adjustments
    required by internal or external variants.

Page  9
                   Board of Director Assignments

•        SKS Consulting seeks to assist PIPE companies and Private
    Equity firms in managing their investments in an arms length
    fashion by assigning our consultants to the Board of Directors.

•        Our consultants assist in managing firms from the Board of
    Directors level, while managing the interests of the investor so
    they can remain within SEC rules and regulations.

Page  10
                            SKS’s Clients Include:
•   NeoGenomics – Bio Medical          • Cellution – Telecom

•   Icoa - Telecom                     • Isonics – Semiconductor & Security

•   NeoMedia - Software                • TelePlus World, Corp. - Telecom

•   Southern Metal Products – Metal Fab • Mobil Pro Corp. – Telecom
•   NS8 - Software                      • PBMAI – Advertising Agency

•   SmarTire - Automotive              • Naples Women’s Center – Physician

•   Coroware – Robotics                  Practice

•   FutureMedia – E-Learning and       • BridgeLabs / eTeleNext – Medical

    Exhibitions & Events                 Software

•   Falcon Natural Gas - Energy        • Ultra Life – Vitamin Manufacturer

•   ATSI - Telecom                       and Distributor

Page  11
                                  The NeoGenomics Case Study
                                                      Action Steps & Results
                                           Action Steps:
                                           1.    Eliminated 8 out of 10 initial personnel
                                           2.    Hired new President & management team
            Critical Issues                3.    Took interim positions as COO & CFO
                                           4.    Restructured Board of Directors
•   Approximately 500k in revenue          5.    Raised $5 million through SEDA with investor
                                           6.    Refinanced debt to eliminate call on LOC
                                           7.    Started quarterly shareholder meetings
•   Poor leadership at the top             8.    Restructured balance sheet
                                           9.    Bought out old investors at healthy profit
                                           10.   Took seat on Board of Directors
•   Management had unacceptable
    background for the genetics industry   Results:
                                           1.    1st year growth – $500k to $2.5 million in rev.
                                           2.    Total tenured growth – $500k to $20 million
•   1.5 million LOC due in 6 months        3.    Stock price rose from $.10 to $2.10 per share
                                           4.    Stock price currently $.75 per share
                                           5.    Trading volume went from 500 to 125,000 per
•   Stock trading at $.10 per share              day
                                           6.    Trading volume currently 25,000 shares per
•   Only 500 shares were trading a day     7.    Company is poised for strategic merger
                                     The Futuremedia Case Study
                                                               Action Steps & Results
                                                    Action Steps:
                                                    1. Immediately eliminated CEO, and made 26 employees
                                                        redundant to decrease burn rate
                                                    2. Took interim positions as President, CEO & Board Member
                                                    3. Initiated immediate 2 day strategic planning session
     Critical Issues Prior to SKS                   4. Separated business into two divisions, requiring them to
                                                        stand on their own merits
1.  Sr. Mgmt. & Board chasing NASDAQ Listing        5. Made two more rounds of redundancies to right size both
2.  Former CEO hired 5 finance directors in 18          divisions
    months                                          6. Moved office locations& negotiated early termination of
                                                        both leases
3. Company overpaid for bad acquisitions
                                                    7. Focused sales efforts on “hero clients”
4. Revenues decreased 19% from prior year           8. Company headcount reduced from 115 on 5/31/07 to 60
5. Acquired company shut down after 6 months            within 1 year right sizing the business
6. Parent company treating newly acquired           9. Eliminated old BOD and replaced with 3 new members
    company poorly, creating un-repairable          10. Moved from NASDAQ to OTCBB with seamless integration
                                                    11. Hired FD, Sales Managers & Strategic Development head
    damage with clients and vendors
                                                    12. Sold underperforming division to focus on company’s core
7. Clients, vendors, employees, & Investors             business and path to profitability
    expecting bankruptcy
8. Management used method of robbing one
                                                    1. Within three quarters achieved first EBITDA and cash flow
    company to fund the other, weakening both          positive quarter in over 5 years
9. Management increased corporate over-head         2. EBITDA improvement of $10 million in 18 months
    at a time when they were losing business        3. Reduced corporate overhead by $2.5 million
10. Management hired unqualified people             4. Move of offices created $500k per year in savings
    externally, ignoring in-house talent that was   5. Obtained shareholder approval for reverse split
                                                    6. Increased number of authorized shares to ensure company
    more appropriate                                   corrected default on covenants with institutional investors
11. Company had unclear & unbelievable strategy     7. After meeting milestones, secured $10 million in capital
                                                    8. Avoided bankruptcy, and finally stabilized stock price
                                       The NeoMedia Case Study
                                                               Action Steps & Results
                                                    Action Steps:
                                                    1. In first week, CEO, COO & Top Finance Consultant
                                                       positions were eliminated
                                                    2. Immediately reduced corporate overhead by 50%
                                                    3. Terminated EVP of sales when it was determined he was
      Critical Issues Prior to SKS                     working for another company concurrently
                                                    4. Negotiated that sellers take stock instead of cash top off
1.   Inability to commercialize patented               and paid off remaining obligations
                                                    5. Focused strategic direction on core business
     technology                                     6. Divested three non-core business units
                                                    7. Focused on properly integrating IP technology
2.   Flawed business plan, with no chance of        8. Started quarterly shareholder conference calls
     success                                        9. Took COO, acting CEO, SVP of Sales and Board of Director
                                                       seat s for first six months
                                                    10. After six months hired industry leader as CEO and
3.   Approximate burn rate of $800,000 per month       replaced him within 12 months with more entrepreneurial
                                                       CEO from a competitor in the business.
4.   Sellers were promised cash top off if stock    Results:
     dropped below $.40 per share                   1. Reduced burn rate from 800k to 400k per month
                                                    2. Secured funding for new burn rate
5.   Stock dropped to $.04 per share                3. Augmented capital structure for optimal performance
                                                    4. Raised $10 million for operations and seller obligations
6.   Management had zero ability to execute or      5. Divested business units and restructured debt for ROE of
                                                       $8 million
     provide leadership or vision for the company   6. Reduced full time employees from 92 to 40
                                                    7. Focused enterprise on core business and created U.S.
                                                    8. Completed new software product NEOREADER, and is
                                                       currently being implemented in U.S. & Europe
              SKS Consulting
Interim Executives, Capital Stabilization, and Turnaround Management

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