Wednesday, October 28, 2009

Recent Summer Acquisition Spree

Compliance is a major issue in the US, particularly as more organizations struggle with the provisions of SOX, but it is also rapidly becoming a key issue in many other countries as legislation is introduced around the world to improve corporate governance. Thus, in August 2005, to further bolster its financial control capabilities, CODA announced an acquisition agreement and partnership with Control Solutions International, a global provider of assurance, risk management, and compliance advisory services. Founded in 1991, Control Solutions was one of the first firms dedicated solely to providing support to internal audit functions and to helping companies realize the benefits of effective internal controls. Control Solutions' services include internal audit outsourcing and co-sourcing, SOX first-year compliance and annual recertification, technology audits and advisory services, quality assurance reviews, enterprise risk assessments, and internal audit start-up services. The firm has reportedly developed close and long-term relationships with a diverse client base of leading companies through flexibility, open communication, and a "value-added" project approach. It has over 800 experienced internal audit professionals and 21 directors in offices around the world.

Under the terms of the agreement, CODA acquired the Sarbanes-Oxley Controls Evaluation Tool (SOCET) product from Control Solutions. SOCET is a Web-based internal controls documentation, evaluation, monitoring, and project management application designed to facilitate SOX compliance, and is currently deployed at a number sites of Control Solutions' major customers. CODA pledges to take on the future development and marketing of the product, whereby existing customers will receive support through the US-based support desk of CODA Financials Inc., part of the company's global support operation. Also as part of the agreement, Control Solutions and CODA will jointly develop additional, comprehensive compliance software products to help customers comply with SOX and other regulations, such as the European Union's Basel II.

Control Solutions has leveraged its breadth and depth of internal audit experience to assist over 250 US-listed companies with SOX readiness and ongoing compliance. After achieving a quick compliance fix , the next challenge for companies is "making SOX stick" , turning the near-impossible project into a practical and sustainable process, where documented processes are transformed into systems that drive the finance function. Accordingly, SOCET adds effective management dashboard reporting to the features of CODA-Control. The combination should bring additional value to existing customers. With the addition of SOCET and the opportunity to capitalize on Control Solutions' SOX expertise, CODA hopes to soon be a one-stop software shop for the whole process compliance cycle.

Future versions of SOCET, now re-branded as CODA-Control Assessor will support compliance with international regulations, since, while Control Solutions will provide the internal controls experience, CODA will provide the software to deliver it. Additionally, CODA-Control currently provides a Web-based platform for defining, rolling out, monitoring, and executing a complete range of financial, human resource (HR), and IT processes, in order to provide the visibility, repeatability, and an audit trail that is required to drive ongoing adherence to a user company's defined compliance procedures. SOCET similarly provides a Web-based environment to facilitate the testing and evaluation of financial, HR, and IT processes by an organization's internal audit team. The tool also provides management information on the status project testing and presents the information in an executive dashboard. As such, CODA's existing compliance application and SOCET are functionally highly complementary. On the technology front, both leverage Microsoft .NET, Internet Information Server (IIS) Web Server, and Structured Query Language (SQL) Server databases.

Control Solutions' deep expertise and experience in running over 250 SOX compliance projects in the US have shaped the design of SOCET. By transferring ownership to CODA, existing users should benefit from both CODA's support infrastructure and ongoing development, while CODA can continue to draw on Control Solutions' domain experience for the product's ongoing design. The roadmap for SOCET shows that the solution will become integrated into the CODA compliance suite (whose footprint will thereby be extended), while retaining its current ability to run as a standalone application. CODA will shortly announce a solution to greatly accelerate the design of controls and thereby provide a more complete solution for designing, implementing, sustaining, and testing the controls for SOX and other existing and emerging compliance initiatives, globally.

At this stage, even without SOCET's additions, CODA-Control delivers a centralized management and document repository. This is a repository web site that pulls together the tasks, people, supporting documentation, and necessary choreography to ensure that the process is completed in a compliant and efficient manner. It will also offer reasonably quick deployment and adoption and will be an easy-to-use implementation of a best practice model for a given financial process. CODA-Control also has a minimal user learning curve that leverages existing Microsoft Office skills and existing back-office applications. The product will also foster consistency throughout the framework to implement preventive controls that ensure repeatability of process completion, and this will be done in a way that promotes continuous process improvement. It will also offer "Command Center" visibility of current process status, percentage of completion, current hold-ups, task assignments, etc., and an entire audit trail of tasks, documents, commentary, etc. These features will be accessible to users and their auditors via an intranet uniform resource locator (URL). However, the product is also an extensible platform that supports automated task completion using Web service interrogation and automated updates of back-office systems. It also associates electronic forms to their related tasks using Microsoft InfoPath, and ccontrols both recurring financials processes (such as period-end closing, internal audit programs, budgeting, planning cycles, etc.) and ad hoc processes (including new hires, new vendors, capital projects etc.). Last but not least, the product also controls business processes such as the opening of new locations, corporate responsibility programs, HR processes, and so on.
In July 2005, CODA announced that it had also acquired Simple Concepts AB, a financial consolidation software specialist for 3.25 million, plus incentive based payments. Simple Concepts' consolidation and treasury system, OCRA, will be made available worldwide as part of the CODA Financial Intelligence suite for all leading enterprise resource planning (ERP) and finance systems. Simple Concepts' offices have become the headquarters of CODA's new Nordic operation and Simple Concepts' office in Tallinn, Estonia is CODA's first directly owned operation in Eastern Europe and the Baltic states, and will continue to be the research and development center for OCRA. As part of the acquisition, CODA has retained the services of both of Simple Concepts' founders; Alar Lange is the managing director of CODA Nordic, while Lars Svensson retains responsibility for the development of OCRA.

The acquisition had apparently been in the works for a while, and when the announcement was made, CODA had already built CODA-Financials to integrate with the acquired product. The product, now branded OCRA: a CODA solution, will immediately be made available in a standalone form, and as an integral part of the CODA Financial Intelligence suite. OCRA will be available with CODA Dream, a product offering for the lower-end of the market. CODA Dream resulted from CODA's early 2003 acquisition of the former SquareSum, and will be made available to customers and prospects in the fourth quarter of 2005 or possibly earlier. OCRA is reportedly the number one consolidation product in Sweden. Over ninety client organizations in Scandinavia use the product as their core consolidation and reporting tool, and CODA has a number of CODA Financials customers who have multinational requirements, which should make OCRA appealing. OCRA has gained a reputation in Europe as being a functionally and technically superior solution, because it is Web-based and uses a powerful workflow (as will be detailed below). It also is only a fraction of the cost to implement when compared to current traditional market leaders which will likely be another incentive for users to adopt the tool.

Consolidation applications handle the process of analyzing, reporting, and reconciling the accounts from across a group of companies into a single "consolidated" group report. Financial analytics software works by consolidating data from disparate systems into one source, giving financial analysts—and, more crucially, decision makers in other departments—a consistent view of performance across the organization. Using simple queries, such as "What were our sales figures in a particular region this quarter?", through a browser or a client-server user interface (UI), managers can get a "single view of the truth" and significantly reduce the amount of time it takes to get the desired financial answers.

Unlike most of its rivals, OCRA delivers this capability via the Internet, and it combines operational financial control with statutory group accounting, and delivers multi-dimensional reporting with a whole range of options, via built-in reporting and analysis through its hybrid multi-dimensional and hierarchical database structure. Also, OCRA is designed around a workflow method with embedded rules, procedures, and techniques used and verified by auditors with years of experience. The product is currently available in English and Swedish, and is being translated into CODA's core languages. Other languages will be delivered according to customer demand.

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