"The IPO execution process is, and needs to remain, a CFO-driven process. The CFO needs to assess all of the different areas that need to be improved—and sometimes there are some large holes—in order to ensure they are prepared to tackle this major change in their business."
Matt Armanino
Partner and COO, ArmaninoLLP
The World Series. You've dreamt of this day. You've prepared to be in the best position possible so that you—and your team—are ready when the Big Game finally arrives.
As a business leader, the CFO may not be pitching in the next World Series, but s/he should be directing their company's IPO (Initial Public Offering) execution process. While we know CFOs can't control the financial markets, they can control preparing the finance organization early and making the essential upgrades their organization will need to move forward when market conditions become ideal.
The CFO needs to tackle the necessary tasks required for IPO success—implementing and practicing the five steps below to ensure finance can act like a public company ideally for at least one year prior to being placed under SEC scrutiny:
Step 1. Upgrade the finance organization
Step 2. Prepare for rigorous financial reporting
Step 3. Address tax concerns
Step 4. Improve financial processes and implement controls
Step 5. Enhance investor relations
This white paper will guide CFOs through these five steps, providing insightful strategies and a clear timeline to ensure their company's offering is a success for the company, board and investors.
Being ready early is vital, so that when the IPO window opens and the timing is right, the company can move. Top-tier CFOs recognize their company's decision to go public provides them with a window of opportunity—not only within the marketplace, but within the organization—to lead.
A CFO's direction during the IPO execution sets the stage for a company's first year of public operations—establishing the people, processes and technology that will support its success over time.
Warm-ups start now.
STEP 1: UPGRADE THE FINANCE ORGANIZATION
CFOs need to ensure they have a skilled team—the fewer rookies in the locker room, the better.
At least 12 months prior to going public, CFOs need to heavily scrutinize their internal and external teams, and evaluate their own strengths and weaknesses to make sure they can handle the numerous changes that come with being a public entity. Once their company is public, the majority of the CFO's time will be spent away from the day-to-day finance operations. They need a team they can trust.
Supplement Existing Skills
Building out the finance org-chart with the right balance of the skills and expertise needed to operate as a public company is crucial. One important member of the finance organization, the Controller, will help lead the team in the CFO's absence. When hiring the remainder of the finance team and the advisors, CFOs need to think strategically and add staff that will supplement their existing skillsets:
Assess Staff: If a CFO has a Controller that is very technical, they won't need to hire an SEC expert. Instead, they'd fill the technical-skill void with a FP&A (Financial Planning and Analysis) expert. The same logic follows if a CFO finds they have a Controller that is more budget-savvy, they'll bring in someone with SEC experience.
Outsource: Rarely will a CFO be able to hire all of the staff needed to fulfill the essential tasks required to go public, which means they'll need to outsource a few key roles, as well. A good rule of thumb when considering whether to hire internally or outsource a position is this: utilize internal talent when the team isn't resource-constrained, and consider outsourcing if the team is burdened or if a specialized skillset
won't be needed beyond the IPO execution.
External Partners: CFOs should also be actively involved in the scouting and hiring of the core IPO team members including an underwriter, a banker, an accounting firm, an audit firm and various legal advisors. The strategy here is to partner with experts that understand the company's post-IPO goals and have previous experience taking a company public—including preparing Form-S1 registration documentation (see "A Vital Document: Form S-1").
Understand the "Culture Shift"
Everyone wants to be on the ground floor of a start-up. However, when a company decides to go public, there are certain rules and formalities that have to be put into place and, sometimes, that new formal structure doesn't sit well with the people that helped the company become successful. It's not a people problem. It's a cultural shift that must happen to become a successful public company. As the "coach" for the IPO execution process, the CFO will need to help make this cultural shift known across the organization.
If done right, the IPO Execution process should be practice for life as a public company—and not everyone will make the major roster. Tactical CFOs will understand the team that built the company might not be the best team going forward. Some replacements may need to be made, because securing the right team is essential to the company's post-IPO success.
STEP 2: PREPARE FOR RIGOROUS FINANCIAL REPORTING
At least 12 months prior to going public, the implicit challenge to the CFO is to create a comprehensive plan that balances the company's short-term goals with its long-term plan—and allows for the onslaught of the quick, real-time reporting needs to survive as a public company.
CFOs should know Excel won't be able to grow with their business once public—manual accounting, budgeting and general ledger upkeep are too error-prone and too time consuming. By taking the finance organization from outdated, manual programs to updated and automated technology solutions, CFOs can provide the IT infrastructure needed to cope with public company financial reporting requirements.
Facilitate Immediate Demands
Knowing reporting deadlines are going to change, and planning to meet new deadlines, can often be much different than actually executing those plans. CFOs need to ensure their team can move to a 10-day-or-less close period without significantly increasing their staff or their technology infrastructure.
Implementing solutions that are automated, easily integrated and scalable for future company growth is a key strategy. Think of the following finance tools as the four pillars of a CFO's ideal financial infrastructure:
Enterprise Resource Planning (ERP): Process and validate accounting data from various silos to provide a real-time view of business resources and commitments, while allowing for built-in workflow and internal control processes to streamline new reporting requirements.
Customer Relationship Management (CRM): Roll out a CRM and ERP system at the same time to allow for a comprehensive view of the business—from the accounting side (ERP), as well as the sales, marketing and customer service side (CRM).
Financial Reporting, Budgeting and Forecasting: Implement a dynamic and collaborative financial reporting, budgeting and forecasting tool as an alternative to labor-intensive spreadsheets prone to human error.
Business Intelligence (BI): Allow the C-Suite, board and others to visualize real-time data, accelerate decision making and increase data usage without adding to the finance team's workload.
Utilizing these tools pre-IPO, particularly the ERP solution, will allow the finance organization to focus their energy on the additional data analysis and reporting demands of the SEC, leaving manual data entry for special situations that don't fit within their standard processes.
Warm-up to Public Reporting
CFOs should also see the IPO execution as a time when the finance organization, and management, can begin practicing public-company reporting:
Implement new deadlines: Each reporting period, Finance should try to cut their reporting time by a certain number of days, and as a business leader, the CFO should encourage other department heads to implement similar strategies where appropriate.
Hold mock earnings or firm update calls: Take a lesson from a growing technology start-up in Silicon Valley called Box, Inc. Pre-IPO, the employees gathered for company-wide lunch meetings—larger companies can hold all-employee conference calls—to answer questions about the business and give management a feel for how similar calls with investors will be handled once public.1
These practices create transparency and help provide a glimpse into what life as a public company will feel like. There's no better way to learn how to operate as a public company than to practice being one.
By the time your company is public, it will be too late to think about how to meet the added financial reporting responsibilities. CFOs can facilitate immediate demands by implementing key technology solutions—ERP, CRM, financial reporting, budgeting and forecasting, and BI—while helping their finance team and executives streamline reporting procedures well-before being placed in the public arena.
A Vital Document: Form-S1
Throughout this document there are references to Form-S1 preparation, which is filed with the SEC approximately three months prior to being listed on an exchange.
Proactive CFOs will ensure that their internal staff, outsourced staff and external partners—especially their auditor—are well-aware of the Form S-1 requirements so that they receive the least amount of comments from the SEC.
To help with some common pain points, here is a list of the top 10 trends we've seen in recent SEC comment letters:
1. Fair-value measurement estimates and use (VSOE)
2. Revenue recognition issues
3. Consolidation (Fin 46)
4. Tax expense/benefit/deferral issues (FAS 109)
5. Financial statement segment reporting (FAS 131)
6. Expense recording issues
7. Contingencies and commit, legal and accounting issues (FAS 5 or IAS 37)
8. Debt, quasi-debt, warrants and equity
9. PPE issues (intangible assets and goodwill)
10. Deferred, stock-based or executive compensation issues
STEP 3: ADDRESS TAX CONCERNS
When operating in the private sphere, CFOs may have limited experience dealing with tax-related issues and considerations. But taxes, like everything else, become more complicated and receive higher scrutiny once a company goes public. CFOs can't just rely on the same old group of linked spreadsheets to calculate tax. They need to make tax a priority and upgrade their approach.
Prioritize Planning and Risk
CFOs should be aware that they'll need to include a tax footnote with their S-1 filing documentation, which means they should prioritize the following tax concerns that are most often overlooked during the IPO execution process:
Tax Provisions: Tax data becomes vital once a company is public—especially growing technology companies—because many maintain net operating losses (NOLs) while private. This means that at least 6 months prior to going public, CFOs should work with an IPO-experienced tax advisor to reconcile their financial statements with the relevant provisions. They should also begin implementing provision systems, which automatically reconcile financial data with provisions, and help maintain an efficient process for creating tax footnotes for the SEC's required audit documentation.
Tax Attributes: FIN 48. IRS Code Section 382 on NOLs. R&D tax credits. IPO-bound CFOs need to keep these tax risks top of mind, as they may be subject to a higher level of scrutiny once public. Technology company CFOs need to pay attention to R&D tax credits, which require detailed supporting documentation that finance will need to provide, as needed. It's better to prepare for these attributes early rather than have them arise as a potential issue or hindrance later in the process.
Expansion and Tax Structuring: As a business leader, the CFO will also need to account for possible future expansion and tax structuring when putting together the Form S-1 documentation, as well as during pitches to investors. Key considerations that shouldn't be overlooked when building growth into the company's post-IPO business plan include:
- National and international tax equalization processes
- Mobile workforce considerations for employee salary and stock-option tax withholdings
- Intellectual property (IP) structuring and transfer pricing when trying to reduce the company's effective global tax rate and increase earnings per share
- Sales and use tax issues relating to small-to-medium businesses that have been brought to light due to unrecorded liabilities
CFOs should understand the risks and future implications associated with tax issues that matter most to their business.
Evaluate Valuations
Pricing stock options isn't easy. As a precaution, once a company is actively working on its S-1, CFOs should receive sign-off from their auditor on their valuations prior to granting stock options. Key considerations to keep in mind include:
Timing: Valuations should be performed annually, at minimum, and at least every 6 months, prior to going IPO, because the auditor is going to be scrutinizing the price at which stock options are granted for up to two years prior to the IPO date.
Expert Selection: The SEC will be paying a lot of attention to pre-IPO common stock valuations. Therefore, when selecting a third-party valuation specialist, CFOs should consider years of experience, industry-specific knowledge and previous dealings with their auditor.
Safe Harbor: IRS 'safe harbor' guidelines mandate that stock options must be granted at the fair market value to employees. Non-compliance will reflect poorly on the CFO, and the company may need to provide employees with additional compensation to cover their unexpected tax penalties.
Strategic CFOs should pay careful attention to their valuations process in order to avoid producing inadequately prepared valuations that can cause investors to question the company's IPO readiness. Ideally, the auditor will have reviewed and approved a valuation before a company grants options using that valuation, especially once the company begins working on its S-1.
Many CFOs put tax on the bottom of their priority list during the IPO process—right behind revenue, raising capital and compiling a compelling story for investors. CFOs need to bring IPO tax and valuation issues to the forefront to set themselves, and their company, up to succeed once public.
STEP 4: IMPROVE PROCESSES AND IMPLEMENT CONTROLS
Don't let SOX become your two-minute drill—it could cost you the game.
Immediately following the completion of Form S-1—approximately two-to-three months before going public—CFOs need to review internal controls. This doesn't mean they need to create a manual addressing every aspect of their accounting operations, but at minimum, they should develop a checklist for critical processes and controls items once public—and they need to start with Sarbanes-Oxley (SOX).
Understand SOX and the JOBS Act
In 2002, Congress introduced SOX. A decade later, they announced the passage of the JOBS (Jumpstart Our Business Startups) Act, and initially, many companies thought this meant that SOX was repealed. However, once everyone realized SOX was still alive and well, the problem was that some CFOs couldn't decide whether JOBS would hurt them or help them, when in reality, they needed to know that not a lot had changed.
The biggest change was related to Section 404(b), which focused on the auditor's report on internal control over financial reporting. In short, the JOBS Act provided an Emerging Growth Company (ECG)—companies with less than $1 billion in total annual gross revenues (TAGR)—with an exemption from Section 404(b) compliance for up to five years after the IPO event.
Still unsure of what the changes mean? Here is a high-level overview of going public with and without the JOBS Act:
Going Public with the JOBS Act: If a CFO takes a company public that qualifies as an EGC, the company will still need to comply with Section 404(a) requirements when filing their second post-IPO annual 10-K report. The only significant change2 is the elimination of the need for the Section 404(b) auditor's assessment of internal controls and financial reporting until the company hits a disqualifying event (achieving $1 billion in TAGR or five years post IPO).
Going Public without the JOBS Act: If a CFO takes a company public that does not qualify as an ECG, then the company needs to meet the standard SOX requirements. The company will need to fully comply with both Section 404(a) and 404(b) disclosure requirements when filing their second post-IPO annual 10-K report.
Create a Game Plan
Since the JOBS Act doesn't significantly alter SOX requirements, CFOs should focus their time on completing two key tasks to address high-risk controls gaps prior to going public:
Complete a Risk Assessment: This quantitative review is the basis for all other SOX activities and creates your game plan. The review can often be carried out by an accounting firm, where the accounting firm should:
- Map buy/sell and profit/loss data in detail
- Determine material processes and accounts to define in-scope cycles
- Use the information from steps 1 and 2 to create a detailed project plan to address risks
Finalize SOX 302 Disclosure Processes: Similar to the Section 404 disclosures, Section 302 disclosures are the quarterly equivalent—filed with Form 10-Q every 90-days instead of with the annual Form 10-K. CFOs need to work with their CEO, accountants and legal team to review their risk assessment alongside their 302 disclosure. This comparison will ensure they address any internal controls deficiencies or significant changes that could have a negative impact on their controls.
Once these two tasks are complete, CFOs should focus on finalizing financial processes so that the company can operate for a minimum of two—ideally three—quarters before the first annual 10-K filing post IPO.
Warm-up by Networking
Meeting regulations doesn't have to be an up-hill battle if CFOs align themselves with the right coach to push through some of the uncertainties:
Peers: Reach out to a public company CFO that has dealt with SOX and discuss how they led the SOX process.
Trusted Partners: For CFOs without a solid network, accountants, attorneys or bankers may have roundtables and events throughout the year where CFOs can build a network of SOX-savvy colleagues.
Auditor: An auditor can be an invaluable resource. They hold valuable insight, such as explaining the benefits of switching from a manual, Excel-centered control environment to a technology-driven, automated control environment. Less work for an auditor means less stress for a CFO and more intrinsic reliance on the control environment.
CFOs that don't want to decipher SOX or other internal controls challenges in isolation will tap into the knowledgeable and accessible resources available.
The effective review of a company's internal controls provides assurance regarding the completeness and accuracy of the financial data necessary to drive the business and bolster investor confidence. Strategic CFOs will focus their efforts—post Form S-1 submission—on making internal controls a part of day-to-day business operations.
STEP 5: ENHANCE INVESTOR RELATIONS
At a press conference, athletes put their best foot forward, ready and willing to answer any question that comes their way. At an investor meeting, CFOs need to be ready and willing to do the same.
While the SEC is reviewing the company's Form S-1, the management team will embark on a "road show" to provide financial analysts and investors with the opportunity to question management—particularly the CEO and CFO—on the company. The CFO's financial presentation becomes vital to creating a favorable impression among investors
Basic Accounting and Realistic PricingThere are key elements investors will be looking for during the financial portion of the (approximately) 30-minute comprehensive presentation of company selling points, which means CFOs should focus on two things: accounting and pricing.
Going Back to Basics: When CFOs are presenting financial information to investors, they need to ensure they aren't overpromising to investors and setting the company, and the finance organization, up for failure. Present the basics—revenue and outlook, net income and operating cash flows—but don't get carried away with overly optimistic forecasts.
Setting Realistic Pricing: The market is unforgiveable. Even if a company can recover from an IPO blunder like social media company Facebook (Nasdaq: FB)—who only saw share price return to the original offering of $38 more than one year post IPO—it leaves a bad taste in investors' mouths, and the initial IPO isn't the only time the company will turn to investors for funding. CFOs need to ensure they're involved in the pricing process and work to provide existing shareholders, those who may sell on the IPO, or new shareholders with a solid return on their investment.
Basic accounting. Reasonable pricing. It's all about transparency and confidence. CFOs should ensure that their financial reporting and pricing figures align with the CEO's overall vision and are well-supported by a solid business model for the company. The financial portion of the presentation will provide investors with the confidence needed to buy IPO shares for their portfolios—and make your IPO execution a success.
To become a consistent and respected partner in the eyes of potential investors, CFOs need to put a great deal of effort into creating an equity story for the company that not only highlights its past growth and achievements, but also forecasts its continued growth and potential to succeed in the public arena.
It's Time for the Big Game.
Approximately one week after the company's S-1 registration statement is approved by the SEC, the final prospectus—a disclosure of the company's operations, financial status and offering details—is circulated to prospective investors. If all goes according to the underwriting agreement, the closing takes place one week later.
Without hesitation, CFOs then need to begin executing the company's post-IPO business plan—finalizing any outstanding staff, technology or control upgrades; meeting shortened reporting deadlines; and keeping investors and the C-Suite up to date with accurate and precise information.
Top-tier CFOs understand by now that their company's decision to go public gives them a window of opportunity—within the marketplace and within their organization—to lead. By strategically assembling the right people, processes and technology required to help their business thrive as a public entity, CFOs can tackle the necessary tasks required for IPO success.
By upgrading their finance organization, CFOs can ensure they have the right internal staff, outsourced staff and strategic partners—some of which should be well-versed in IPO requirements. CFOs that begin implementing finance technology tools, such as an ERP system, are better positioned to address rigorous SEC financial reporting rules. By making tax concerns a priority, understanding SOX requirements and defining key processes and controls, CFOs will be prepared to present investors with an equity story that forecasts the company's continued growth and success once public.
Completing these essential tasks will leave CFOs ready and waiting to move forward with their IPO strategy when market conditions are ideal and the timing is right.
The crowd is chanting above the bullpen. At any moment, the stadium will fall silent and the Umpire will yell, "Let's play ball!" Don't worry, CFO. You're ready.
When a company is planning an IPO, CFOs shouldn't have to navigate the red tape and upcoming regulatory changes alone. While this 5-Step Guide is a solid start, Armanino's IPO Readiness Team has the expertise in SEC reporting and technical accounting, systems evaluations and implementations, business process re-engineering, and tax consulting and SOX and internal controls needed to prepare you for life as a public company CFO. We'll help ensure you and your team are ready—when the time is right and the window is open—to take your company public. To learn more about Armanino's IPO Readiness Services, contact Matt Armanino, Partner and COO.
STRATEGIC INSIGHTS
PRACTICAL ACTION
ArmaninoLLP provides an integrated set of accounting services—audit, tax, consulting and technology solutions—to a wide range of organizations operating both in the US and globally.
You can count on Armanino to think strategically, to provide the sound insights that lead to positive action. We address not just your immediate issues, but your underlying business challenges, as well — assessing opportunities, weighing risks, and exploring the practical implications of both your short- and long-term decisions.
When you work with us, we give you options that are fully aligned with your business strategy. If you need to do more with less, we will implement the technology to automate your business processes. If it's financial, we can show you proven benchmarks and best practices that can add value company-wide. If the issue is operational, we'll consult with your people about workflow efficiencies. If it's compliance, we'll ensure you meet the requirements and proactively plan to take full advantage of the changes at hand. At every stage in your company's lifecycle, we'll help you find the right balance of people, processes, and technology.
Footnotes
1 http://mashable.com/2013/07/02/box-ipo-earnings-calls/
2 The JOBS Act also reduces the years of required audited financial statements from 2 to 3, but our discussions with IPO-savvy CFOs suggest that investors, bankers and the board still favor 3 years of audited financials for peace of mind. Therefore, we do not consider this change to be significant.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
