Start-up companies in need of financing may not want to dilute ownership by bringing on additional investors. Fortunately, there are nontraditional financing products that can meet the need for capital.
“Revenue-producing start-up companies have options other than equity and one is going down the nontraditional debt financing route,” says Sarah Schmidt, senior vice president in the Capital Finance Division at Bridge Bank.
Smart Business spoke to Schmidt about nontraditional financing methods and how they work.
What nontraditional financing sources are available?
The two primary nontraditional financing sources are purchase order (PO) facilities and accounts receivable (AR) facilities. What makes those facilities attractive is that unlike a traditional bank line that requires low leverage, profitability and positive net worth, you can secure a PO facility or AR facility that is not governed by restrictive covenants. Instead, they focus on the value of the purchase orders and receivables. Leveraging your balance sheet by utilizing a PO or AR financing facility gives you the opportunity to limit your equity needs and, in turn, limit your ownership dilution.
Nontraditional financing facilities are more expensive than a traditional bank line but can provide significant value to owners of a company when they are able to preserve ownership and maintain a flexible access to working capital.
How do these facilities work?
With a PO facility, once a company receives a purchase order from a customer, it sends it to the bank and the bank advances a certain percentage against the purchase order. Once the purchase order coverts to a receivable, the bank advances against the receivable at a higher advance rate, repays the PO advance and provides additional working capital to the company.
Invoice by invoice financing traditionally involved the sale of the receivable at a discount, called factoring, but many banks and financial institutions instead lend against specific receivables while maintaining a secured-first priority position in the asset or pool of assets. This arrangement mirrors the structure of a more traditional bank line of credit, but manages the repayment risk by increasing the collateral monitoring and controls.
The mechanics of the facility are quite basic: When a company issues an invoice to its customer for the delivery of goods or completion of services, etc., and it has an invoice financing facility, the invoice, along with the backup information evidencing fulfillment, is sent to the bank. The advance is processed after completing the necessary due diligence on the invoice and customer. The bank is less concerned with financial covenant compliance in this scenario and is, instead, focusing on the strength of the company’s collateral.
Are these nontraditional financing methods particularly geared toward start-ups?
Most start-ups can’t qualify for traditional financing because of a lack of historic profitability, high leverage, an unproven business model and/or limited repayment sources — cash flows, outside assets of guarantors, etc. Since many entrepreneurs invest their nest egg into their companies, their personal guarantees don’t typically evidence significant outside net worth.
Depending on how much equity they’ve raised compared with cumulative net income (losses), they may report a negative net worth, which limits their ability to meet minimum leverage requirements. Companies with zero to $20 million in revenue often have trouble meeting financial covenant requirements for traditional bank financing. Their only other options might be really expensive mezzanine or venture debt, which they may not be able to secure, or selling equity in the company by bringing on new investors.
While strategic investors can help to take your company to the next level through key relationships, industry experience and general business acumen, nontraditional financing can be a great option to leverage a growing balance sheet and limit ongoing equity dilution.
Sarah Schmidt is senior vice president, Capital Finance Division, at Bridge Bank. Reach her at (415) 508-2501 or firstname.lastname@example.org.
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California small business owners rely on banks for traditional financial services, of course, but also for valuable knowledge and advice on navigating today’s challenging economy.
That’s why California Bank & Trust periodically conducts surveys of small business owners as part of the bank’s commitment to understanding small business owners’ challenges and needs.
“Knowledgeable banking professionals who take the time to understand your business objectives and your industry will often provide valuable suggestions on how to significantly improve your finances,” says Tory Nixon, Executive vice president at California Bank & Trust.
In support of Small Business Month, Smart Business spoke with Nixon about the most recent survey the bank conducted and what it revealed about the challenges small business owners face as the state’s economy continues to recover.
What challenges do California small business owners face?
Laws and regulations seem to be the biggest hurdle for business owners, with nearly 38 percent of survey responders citing that as a major issue. There’s also concern over cash flow and money management, access to capital and finding top quality employees.
Nearly half of those who responded describe California’s economic climate as worsening. While that might appear bleak, about half of all respondents also cited a need for additional capital in 2013 to expand or increase staffing.
What tools can owners use to overcome these challenges and succeed?
As noted, access to capital continues to be a challenge for smaller businesses, but small businesses can and do get financing — especially when maintaining a good working relationship with their business banker, who can help in arranging loans and lines of credit.
One key advantage that small business owners have over their larger counterparts is access to Small Business Administration financing. Look for a bank that’s a preferred SBA lender. That’s a sign that there are knowledgeable bankers who can help you navigate the complexities of both SBA 504 and SBA 7(a) loans, or provide you with traditional small business financing options.
Small business owners also should stay focused on their cash flow. Your business banker can provide expertise in cash management and access to accounts and technologies that can keep idle cash working as hard as possible.
How do business owners feel about their banking relationship?
Again, small business owners seem to be extremely concerned with cash flow management and access to capital, but a significant number are also looking for more expert knowledge and advice from bankers.
The bank’s survey found that about 80 percent of business owners feel their bank doesn’t do enough to inform them of state, federal or local programs that could help their business. That’s why many local and community banks are extending services to provide access to highly informative resource centers, digital magazines and newsletters, which provide exactly that kind of information and are easily accessible online. Banks also are providing valuable information through social media channels and via email marketing programs.
How can you improve your banking relationship and increase business growth?
In most cases, all you have to do is ask for help — and your business banker will follow up as often as necessary. Knowledgeable banking professionals who take the time to understand your business objectives and industry will often provide valuable suggestions for improving your finances.
Getting the most from your banking relationship means keeping the lines of communication open and scheduling regular meetings. Don’t be shy about sharing your business vision; it will inspire your banker to suggest the best solutions, technologies and financing to help your business grow in the months and years ahead.
Tory Nixon is executive vice president at California Bank & Trust.
Website: May is Small Business Month in California. Learn more.
Insights Banking & Finance is brought to you by California Bank & Trust
Businesses with 50 or more employees are weighing whether to continue offering health insurance in 2014, or not. Every situation is different, and companies are working to apply the required coverage provisions, or employer mandate, to determine its impact.
“I haven’t seen many companies finalize that decision yet. I think people are still processing it,” says Richard Croghan, tax partner at Moss Adams LLP. “It will take a few years to work itself out.”
However, he says it’d be surprising if many companies stopped offering health insurance, at least initially.
“Companies don’t want to be an outlier,” he says.
Smart Business spoke with Croghan about the impact of health care reform and how companies are deciding if they will continue to offer health insurance.
How do you know if you’re a small or large company, and why does it matter?
It has to do with the number of full-time equivalent employees, which is based upon the number of employees working more than 30 hours. If you have 50 or more full-time equivalent employees, then the pay or play provision will impact your company in 2014. You have to provide qualified coverage or be subject to certain penalties.
How is pay or play impacting large employers?
Companies currently are deciding whether it’s cheaper to pay the penalty rather than provide health insurance coverage. However, it’s not just a cost-benefit analysis of the penalty versus the cost of coverage; businesses need to consider the non-financial impacts, such as their ability to recruit and retain people. In San Francisco and the Bay Area, there is always competition for good employees, so companies are pretty cognizant of doing the right things to attract and retain personnel.
It also depends on the industry. Some, like retail, have thin profit margins, which may make the decision more focused on the economics.
How do the health care exchanges and the uncertainty surrounding them play into this?
That’s partially holding up some of the final decisions because people don’t know what the exchanges are going to look like and what will be the costs. In some situations, it may make sense not to offer health insurance, especially if the exchange cost-effectively offers good, comparable coverage. They’re also not sure how the overall cost of health insurance will be impacted once these exchanges are up and running, and if there will be more competition for health insurance coverage.
What challenges are accounting and HR departments facing?
There has been confusion with the full-time equivalent employee calculations. If you have people working 32 hours a week, you don’t have to count each as one full-time equivalent employee.
It’s even more complicated if you have someone working full-time and then part-time for a few months, before coming back to full-time. Perhaps your business has seasonal needs or this is necessary because of an individual’s specific situation. The detailed recordkeeping and administration is causing a lot of questions and headaches. Additionally, there are specific rules about when you need to start covering new hires.
How are businesses handling tracking these concurrent tests?
Large companies are better off because they usually have HR departments that are well versed in all the intricacies. However, midsize companies with more than 50 full-time employees that aren’t large enough to support a full HR department are getting squeezed. One solution to handling the complicated record requirements is investing in some of the outsourced HR solutions that are gearing up to assist these companies.
What about small employers that don’t need to worry about pay or play?
Some with 25 or fewer employees have been taking advantage of tax credits. These will continue in 2014 with the exchanges. For example, in 2014, employers with 10 or fewer employees receive a 50 percent tax credit for the employer contribution when employers purchase coverage for their employees.
Richard Croghan is a tax partner with Moss Adams LLP. Reach him at (415) 677-8282 or email@example.com.
Ronald Reagan was well known for not only his confidence but also his positive outlook and sense of humor. He had a way of never taking himself seriously and always found a way to find humor even during the direst times.
In fact, following the assassination attempt, he told his wife, “Honey, I forgot to duck.”
His constant positive outlook made him appealing to voters and is one of the reasons he continues to score high in polls ranking presidents.
Do we approach life and leadership the same way that Reagan did? Do we always take a positive outlook into the start of each day?
Some CEOs act as if being in charge makes them a victim and complain of the burden. Leadership is a privilege that all of us should learn to enjoy. We have to train ourselves to enjoy the process, not just the end result.
Let’s take some time to reflect on the victories, no matter how small, and celebrate them. Learn to reflect on the great clients we have and the great people who work for us instead of focusing on the one unhappy customer or an employee with a bad attitude. But most importantly, we shouldn’t take ourselves too seriously.
Each day that passes is a day that we do not get back. We have to look at each day as a series of moments and find the happy things that put joy in our life.
These can be simple things — a funny comment from your child, something silly you heard on the radio or a bright, sunny day. When we start focusing on these small joys in life and start stringing them together, we’ll find that an entire day has become joyous. Enjoy the time you are in now and don’t spend so much time fretting about tomorrow. Be intentional: Start by writing down four little things a day at work that bring you joy on a daily basis and build from there. This can even be a conversation around the watercooler that makes you laugh. String together a few days like this, and we are well on our way to a more joyous life.
By developing this habit, we will be more inclined to treat people better, and they, in turn, will treat others better, which will increase the overall positive culture of our workforce. The work environment is a bigger factor in why employees leave than money is, so focusing on providing a more joyful environment will also help your business in the end.
Whether in business or in life, it all comes down to being joyful. Happiness is fleeting based on circumstances, but joy becomes permanent once we have cultivated it. Start by focusing on the little joys and build from there. Remember, people won’t remember what you said, but they will remember how you treated them.
Fred Koury is president and CEO of Smart Business Network Inc. Reach him with your comments at (800) 988-4726 or firstname.lastname@example.org.
The more there is available of something, the less it costs. Conversely, when there’s a limited quantity of that same something, the more it’s coveted and the more expensive it is. This is a rudimentary concept, but few companies know how to effectively manage the process to ensure they balance supply with demand in order to maintain or improve the profitability of a product or service. Of course, before you can maximize profitability, you must have something customers want, sometimes even before they know they need it.
Think about precious metals, fine diamonds and even stocks. The beauty and a portion of the intrinsic value of these things are effectively in the eyes of the beholder. In reality, much of their value or price is determined by the ease or difficulty of obtaining them.
As for equities, as soon as everyone who can own a given stock has bought it, then, in many cases, the only direction that stock can take is down because there are simply more sellers than buyers. On the flip side, when few people own a stock but everybody decides they want it, for whatever the reason, that stock may take a precipitous upward trajectory.
A case in point is Apple. At one time, when its per-share price was more than $400, $500 and even $600, everyone thought the sky was the limit and the majority of institutional funds and many home gamers, aka small individual investors, jumped on the bandwagon. The stock reached $705 a share in the fall of 2012, and just when all of the market prognosticators were screaming, “Buy, buy, buy,” there were too few buyers left (because everyone already owned it) and the stock fell out of bed. In many respects, Apple was still the same great company with world-class products, but there were simply more sellers than buyers and — poof — the share price evaporated, sending this once high-flying growth stock to the woodshed for a real thrashing.
The question for your business is how can you manage the availability of your goods or services to maximize profit margins? The oversimplified answer is once you have something of value, make sure that you create the appropriate amount of tension, be it requiring a waiting list to obtain the product or service or underproducing the item to create a backlog. However, this is a delicate balancing act, because if it’s too hard to get, then customers will quickly find an alternative, and your product will become yesterday’s news.
Some very high-end fashion houses, such as Chanel, have it down to a science. It can be very difficult to walk into a marquis retailer today and obtain one of its satchels without being made to jump through waiting-game hoops, just for the privilege of giving the store your money in exchange for the fancy schmancy bag. That stimulates demand and keeps the price up because customers tend to want something they can’t seem to get.
Michael Feuer co-founded OfficeMax in 1988, starting with one store and $20,000 of his own money. During a 16-year span, Feuer, as CEO, grew the company to almost 1,000 stores worldwide with annual sales of approximately $5 billion before selling this retail giant for almost $1.5 billion in December 2003. In 2010, Feuer launched another retail concept, Max-Wellness, a first of its kind chain featuring more than 7,000 products for head-to-toe care. Feuer serves on a number of corporate and philanthropic boards and is a frequent speaker on business, marketing and building entrepreneurial enterprises. Reach him with comments at email@example.com.
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It could be a deal. It could be a business strategy. It could even be a house. Whatever the project, Joe Nettemeyer is all about making it bigger, better and more successful.
“I had a boss tell me once that I was not a person that he would put into a business to sustain it,” says Nettemeyer, CEO of Valin Corp. “He’d always put me into something that he wanted to build because I couldn’t help but start trying to re-engineer anything I wanted to get my hands on. Building something is an ongoing challenge, but the results give you a huge amount of satisfaction.”
A builder was exactly what Valin Corp. needed when Nettemeyer joined the industrial solutions business in 2001. Despite years of great success in the semiconductor capital equipment business, Valin has been a fast casualty of the computer-chip industry downturn. With a whopping 90 percent of its revenue coming from chip manufacturing, the company’s revenue plummeted by two-thirds in six months.
“Everything crashed, equipment owners crashed, and we went from being a $75 million business to a $25 million business in about 120 days,” Nettemeyer says. “We didn’t lose market share; it’s just that the slides of the market opportunity dramatically contracted.”
As Valin’s new CEO, Nettemeyer realized the 38-year-old chip manufacturer had two options: Continue in the same direction and fall apart or rebuild as a much more diverse business. Here’s how he transformed the floundering company into one of the nation’s fastest-growing businesses.
Shake off complacency
With such a large percentage of Valin’s income tied to shrinking revenue streams, Nettemeyer looked for ways to create new sources of income — and quickly. Acquisitions would allow the company to efficiently diversify its portfolio and grow new business lines.
“When I came in, I realized that we had such a great dependency on too few accounts,” Nettemeyer says. “It was such a huge risk. We had to move into acquisitions. So right in the midst of that turmoil I went out and started borrowing money and buying businesses.”
Not everyone was as excited as Nettemeyer about diversification.
“Experimentation brings rewards and risks that make people uncomfortable,” Nettemeyer says.
“It was challenging for people because they were in a comfort zone. They’d done extraordinarily well for 20 years doing what they were doing, and we were pushing them outside of it.”
In the past, Valin focused on small diameter process management, working with quarter-inch or half-inch tubing. Suddenly, the company was working with up to 60-inch pipe.
Recognizing that he was asking people to make some big changes, Nettemeyer made sure that he and the leadership team were transparent and thorough when they laid out the acquisition strategy to employees.
“I walked the management team through a plan, and we talked about how we could integrate these different technologies and provide solutions versus just selling parts and pieces,” he says.
“There was a lot of communication. I selected all the individuals that I felt were key leaders and we had monthly leadership meetings. We reviewed where we were at, and we had an open book approach to financials. We were measuring the initiatives that we were undertaking. Through that 24-month real crucial period, we were giving monthly feedback.”
Employees appreciated the fact that Nettemeyer didn’t sugarcoat the changes.
“I wasn’t going to pretend that this would all pass,” he says. “There was a core group that really came together and embraced what we had to do.”
At that point, employees who still wanted to take a “wait and see” approach to the market — including two members of Nettemeyer’s leadership team — were asked to go their separate ways.
“I think it’s my responsibility to the company to leave it a better company than it was when I came here,” he says. “That means we’ve got to get out in front. That gives you some heartache and pain. It gives you sleepless nights and scary moments. You have to celebrate the successes, but you also have to say, ‘That was really a dumb idea — let’s stop it.’
“I had to replace some of the management team because they wanted to sit and wait. They thought that the semiconductor industry was going to continue what it always did — it was only in a short-term contraction. Well, that contraction lasted for three years.”
Soon after making Valin’s first acquisition in October 2001, Nettemeyer began buying businesses and product streams that were within the company’s technical bandwidth and that could provide it a competitive advantage. Some acquisitions were a natural expansion of things that the company already did, such as safety devices. Others helped flesh out Valin’s expertise to transform it from a parts provider into a resource for customers.
“We have to find new ways to do things because if you’re going to stand pat, you’re going to get slowly sliced up in the marketplace,” Nettemeyer says. “The biggest struggle we face is the fight against the complacency you get with maintaining the status quo.
“Every year in our planning process, we say, ‘Is this the way that people are going to want to do business with us 10 years from now?’ When you ask that question, everybody says no, and then the next question is, ‘Well, what should we be doing about it?’”
Valin has completed 28 acquisitions since Nettemeyer joined the company 12 years ago, building on technology, and moving more aggressively into light manufacturing, medical devices and service lines. Instead of chip manufacturing, Valin’s biggest markets are now energy, oil and gas. The diversification strategy has allowed the San Jose, Calif.-based company to more than double its size and value over the last five years.
One of the reasons that Valin has been able to integrate so many new businesses so effectively is by having a clearly defined integration process that provides ongoing support.
“The smallest business we’ve bought had $500,000 in revenue,” Nettemeyer says. “The largest we’ve bought had $25 million in revenue. I’d say we spend most of our time buying businesses in the $3 million to $20 million range. We just have to make sure that we take them on at a pace that’s digestible.”
Valin’s integration process goes like this: After purchasing a business, the company converts the business’s IT systems in one weekend. Next, Nettemeyer brings in a team for one week to teach employees how to navigate and enter information into its ERP system. After the tech teams leave, an expert is assigned to stay and work with the business over the following months.
“You teach people, but they forget how to do that and how to make connections,” Nettemeyer says. “We have an embedded expert there for 60 days because we find that’s about how long it takes to get people comfortable with it.
“Then after that we have a call desk that they can call at any time, and they continue to have technical support. It’s getting them integrated into our system quickly that gives us good control over our assets, inventory receivables and cash flow. We’re excellent at doing that.”
Invest in education
While contracting revenue forced Valin to shrink its employee base to 45 employees in 2001, acquisitions enabled it to transition into a variety of new markets. By 2011, chip manufacturing — previously the company’s bread and butter — accounted for just 25 percent of the company’s $150 million revenue. This growth also meant Nettemeyer could begin hiring again, adding employees to expand the company’s businesses across the country.
However, there were some challenges stemming from Valin’s diverse and growing footprint.
On one hand, Nettemeyer and his team — like many manufacturing companies in the U.S. — have had to deal with a dwindling talent pool, specifically, the lack of highly qualified engineering talent in the market. Taking advantage of new business opportunities requires a well-trained work force with the sophisticated skills.
To attract and retain talented people, Nettemeyer has worked to create fellowships with IBM, Texas A&M School of Engineering and The Ohio State University to open opportunities for employees at Valin. Each year, for example, the company sends two promising managers to participate in the Texas A&M School of Engineering master’s program in industrial distribution so that they can learn critical skills to drive the business forward.
“Part of our educational effort is we’re monetizing education and teaching engineers how they can run their facilities more efficiently and prevent downtimes — a huge expense,” Nettemeyer says. “They are more likely to be thought leaders, and you get thought leadership through education.”
Investing in education, both formal and informal, also helps you provide a framework that enables employees to come together and be successful. Having employees aligned behind common goals and a common vision has been critical in a culture that gives Valin a competitive advantage.
“If I have five presenters going around trying to teach something, they are all going to teach it differently,” Nettemeyer says. “We wanted to get uniformity in the message. We wanted to make sure that we’re highlighting the things that we think are important.
“If you don’t do that, people on their own will spend their time managing their own basket and not managing to the goals and objectives that we have to achieve.”
Today, Nettemeyer and his leadership team spend much more time visiting with managers to talk about their priorities and responsibilities as owners. Being a 100 percent ESOP business, it’s important for Valin to have a consistent message about what ownership is and the responsibilities owner have to suppliers, shareholders and customers. Three years ago, the company also hired a doctorate in education employee to develop online training modules that give Valin’s 240 employees in nine states and 15 locations a common process and common approach to management and establishing priorities.
“The education component is critically important for us,” Nettemeyer says. “You buy different companies, and they all have their different approach. Everybody thinks that their way is better. What we have to strive for is being consistent. Being consistent means that people have to have a repeatable positive experience when they interact with our company, and we see training as a huge part of that.” ?
How to reach: Valin Corp., (800) 774-5630 or
The Nettemeyer File
Born: St. Louis
Education: St. Louis University
What is one part of your daily routine that you wouldn’t change?
I get up at 6 a.m. every morning and read for about an hour and a half, usually something that pertains to work. I have a responsibility to the organization as CEO to stay current with contemporary business. Most of the material I read is focused on economics, insights on how to make better decisions and improve the business or how to sustain our business for the long term.
What do you do to regroup on a tough day?
After a tough day, I like to go home and have dinner with wife of 36 years, talk about our family — four children and three grandchildren — because they are the cornerstone of my life.
What is the toughest business decision you made recently?
I’m making tough business decisions every day, whether it’s the decision to make an acquisition or walk away from an opportunity. These decisions are the challenge of a healthy struggle. If you think it’s easy, you are missing something.
What do you like most about your job?
We’re pushing the envelope. Organizationally, we’ve committed ourselves to being students of our industry … I find that intellectual stimulation to be really gratifying.
How do you find good people?
I remember Ross Perot when he wrote his book, he said, ‘Eagles don’t flock together. You have to go find them one at a time.’ You have to find the people, and you’ve got to have people that have passion and commitment and want to accomplish bigger things. They want to be part of something that they have major accomplishments … you have to be looking all the time for people with that profile.
A number of years ago, a friend of mine owned a small and successful neighborhood gym, long before the big chains got into the business. In the beginning, he was extremely excited. He poured his heart and soul into the operation. We used to talk about how much potential the business had, the cool clients, the trainers, the community activities — all of it.
Six years later, his tone changed. Words and phrases like “boring” and “same old, same old” were now part of his everyday lexicon. He lost some clients, whom he labeled as “complainers,” and decided he was better off without them. I’m sure you can predict the outcome: He sold the business for a fraction of what it had been worth during its heyday.
Soon after the sale, the new owners ramped up the business, grew their client base, expanded to other locations and took the business to the next level. My friend watched from the sidelines. “I could have done that,” he said. And he could have.
Just after selling the gym, during one of our late-night brainstorming sessions, my friend asked me what I thought the new owners would do to give the business a facelift. I asked him, “What do you think they will do?” He was the fitness expert, after all. What would he do if he were starting again? Shockingly, my friend immediately reeled off a list of exciting and brilliant ideas that he would execute.
The lesson I learned that night was what I now call the innovator’s plateau. Each of us begins an endeavor buzzing with energy and full of ideas. We get up and go to work each day excited about seeing our vision materialize. Yet after a certain number of years, things settle. We grow accustomed to the people we see every day and notice their idiosyncrasies. We develop routines that aren’t stimulating. We tread water. We’re bored. We’re beaten.
Avoiding the plateau
So how does one avoid the innovator’s plateau? Simple. Pay attention. Take your emotional temperature every year. Ask yourself hard questions. Have you peaked emotionally? Why are you bored? Is this really as good as it gets, or are you unwilling to take new risks, financially, energetically, emotionally?
Is someone out there doing a better job? If your board fired the current executives and brought in a new management team, what would they do to fix and build the business? What would your customers ask for if you dared to ask them?
One of the best books I’ve read is written by Andy Grove, the retired CEO of Intel. In 1996, Grove wrote, “Only the Paranoid Survive.” This axiom had a profound impact on me as I was growing my business, and it still does today. So if you find yourself getting bored, consider it an alarm bell. Wake up and innovate. See your business in a new way. And remember what your mother said: “If you’re bored, it’s because you’re boring,” so go out and push the envelope. ?
Terry Cunningham is president and general manager of EVault Inc., a Seagate Company. He founded Crystal Services, which was purchased by Seagate in 1994 and integrated into the company’s software division, which then became Seagate Software. He has also served as president and COO of Veritas Software and founded, built and led two other successful software companies.
Many of us have heard the saying, “By failing to prepare, you are preparing to fail.” While most business owners meticulously plan the ongoing management of their organization, far fewer prepare for a successful sale. If the sale of the company is a part of your exit plan, it quite literally pays to be prepared.
With merger and acquisition activity heating up, Smart Business sat down with Kevin Strain, Audit Partner at Sensiba San Filippo LLP to discuss what specifically businesses can do to ensure they are ready.
Why is it critical that businesses be prepared for an acquisition?
The current climate for acquisitions makes it more likely than ever that you’ll find yourself talking to a potential buyer. Acquisition activity has been ramping up since 2010, and is only expected to increase. Low interest rates and resurgent equity markets have left corporations flush with cash, and looking for opportunities.
Yet even in the current environment, the majority of deals still fail. More than 85 percent of prospective deals are never completed. Suitors come calling, but the process breaks down prior to execution, often because sellers are unprepared.
What is the first step a company should take to prepare?
It is critical to identify and document the areas that drive organizational value. Every organization is different, and what makes you an attractive candidate for an acquisition depends on the nature of your business. Some acquisitions are technology buys, driven by intellectual property. Others are organizational or revenue buys, driven by the desire to add personnel or future earnings.
Regardless of what drives the marketability of your company, it is important to recognize the value drivers and document them. For example, if you hold technology patents, it’s essential that these are defended and documented.
What financial preparations should be made?
A detailed examination of financial records and projections should be expected during the negotiation process. If you haven’t had an audit completed recently, that should be the first step. If you have been through an audit, you need to be ready to provide the same information on relatively short notice. Make sure to keep the information that your auditors ask for current.
The focus of the financial review may also be driven by the type of acquisition. If a suitor is seeking to buy a future revenue stream, you need to be sure your projections are tight and defensible.
What pitfalls can derail the sale of a business?
Areas of potential risk can provide bargaining power to a buyer or stop the process in its tracks. Whether it’s an uncertain tax position, legal exposure or patent dispute, exposure can damage or kill a deal. Ideally, you’d like to resolve these issues. But if that’s not possible, put them on the table as soon as possible. It’s best for buyers to know where you stand sooner rather than later so the investment in the process is not wasted.
What else should business owners keep in mind?
Understand your own expectations and limits. You don’t want to be deciding where you are willing to bend during negotiations. That will weaken your ability to negotiate the best deal. Are you comfortable with an earn-out? How much guaranteed cash do you need? Are you willing to indemnify the buyer against any contingent liabilities?
Finally, it’s wise to find an experienced adviser to help you navigate through the process. The majority of business owners only sell a business once, so it’s important to get it right the first time.
Kevin Strain is an audit partner at Sensiba San Filippo LLP. Reach him at (650) 358-9000 or firstname.lastname@example.org.
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As part of the planning and investment process — and pretty much anything in life — goals are fundamental to thinking about the future. However, very few people take time to set and write down specific goals. And, without a clear plan, you’re more likely to get absorbed in the day-to-day, losing sight of what’s truly important.
“For me, that’s the essence of financial planning. Too often people think about financial planning as just being investments or a calculation to see how much money they need to retire,” says Norman M. Boone, founder and president of Mosaic Financial Partners Inc. “Those are all important, but the greater value of financial planning is making sure you’re on track for the things that are important to you, not just things that you think you should be thinking about.”
Smart Business spoke with Boone about how asking the right questions can help you understand what you want and how to get there.
What is important when setting goals?
When you financially plan, the essence is: Where are you now, where do you want to be and how do you get there? You may have general ideas of your direction, but by writing down and sharing specific goals you are more likely to be successful.
For goals to be effective, they need to be SMART:
• Specific, as opposed to general.
• Measurable. Clear to all as to exactly what is to be accomplished, which usually means you’re able to measure the results or outcomes.
• Achievable, not unrealistic.
• Relevant to your overall role or purpose.
• Time bound. You need to be clear when you are going to finish.
How do you figure out your priorities to start goal setting?
You can use George Kinder’s three questions of life planning to find out what’s important to you.
• If you had enough money, how would you live your life? Would you do anything differently?
• If you go to the doctor and find out you only have five years to live, how would you live your life?
• If the doctor tells you that you have one more day to live, what would you think about? What things do you wish you had done, or said? What are your regrets?
These questions give you the incentive to think about your goals in the context of family, career, education, community involvement, friends, loved ones, personal accomplishments, etc. It’s rarely just about money. You find out what you really want in order to see how you go about making it happen.
How does an outside consultant help with seeing priorities and setting goals?
A consultant can help set up a plan that puts you on track toward accomplishing your priorities. Just like someone on a diet or an athlete in training, it’s hard to push yourself without outside help. You need someone to ask pointed questions, and just as importantly, wait and listen as you contemplate and struggle with the answers.
Almost everyone is too close to his or her own issues, problems and experiences, which blinds him or her to the possibilities. You get locked into what is, and have a hard time imaging what could be. You need that arm's length, 30,000-foot perspective.
Is there a certain time when you should set goals?
At minimum, you need to think about and get help with these kinds of questions at the major turning points in your life — when you finish school, when you get married and start having kids, etc. However, if you do it more frequently, such as once a year, it can be healthy. Maybe you come up with the same thing that you came up with last year and the year before, but maybe you don’t. When you get caught up in the day-to-day, you easily forget the things you’ve said all along were important.
Norman M. Boone, founder and president, Mosaic Financial Partners Inc. Reach him at (415) 788-1952 or email@example.com.
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Commercial banking today isn’t just about loans, it involves a partnership with a bank that helps build a business.
“Probably the most overused word in banking right now is relationship; everyone talks about it,” says Paul Duren, senior vice president at Bridge Bank. “Several data collection agencies even changed their terminology from ‘standard commercial loans’ to ‘relationship loans.’ But what exactly does that mean?”
Smart Business spoke with Duren about what relationship banking means and how it can translate into improved customer service as well as increased profits for your company.
What makes for a good banking relationship?
A good relationship involves a banker bringing value beyond providing access to capital. Businesses need a banker who understands their business — one who takes the time to learn about your vision so he or she can fully understand your goals. A proactive banker can anticipate your needs and bring information and services to help you grow or run your business.
In a good banking relationship, the banker acts as your advocate within the bank. However, much of the banking industry utilizes centralized credit processing and call centers, so there isn’t always the personal touch that a good banker will provide.
Can you provide an example of how this relationship works?
There was a drink manufacturer that saw a need to take its product from powder form to liquid for store shelves, and needed additional capital to do so. The banker saw the vision and understood the potential market for the product. That extra capital turned the company from a small manufacturer to a major player in the sports nutrition industry, and it started with an injection of capital from a loan made possible because a banker understood the vision.
Has banking changed since the recent recession?
It definitely has. There’s been growth in lending, but there’s also been a shift to more small and medium business sector loans coming from small and medium-sized banks. According to the Small Business Administration, big banks controlled 31 percent of the small business loan market in 2005, and that grew to 39 percent in 2009. That trend has reversed and small banks are gaining more share of that market. A Federal Reserve Bank of Boston study showed that smaller institutions continued to lend to small businesses at a stable rate during the recession, whereas big banks cut back.
Small to medium-sized banks are more invested in the community and more invested in the small business owner. For that reason, they are more likely to provide financing. Bigger banks focus on large companies in order to move their numbers. A smaller bank can get the same percentage growth through smaller loans. In one of its papers, the Federal Reserve Bank of Boston talks about how community banks are better at the soft skills — understanding the vision of the business owner, how he or she operates. Small banks take the time to listen.
What are the benefits of a good banking relationship beyond access to capital?
When people talk about relationships, they focus on the loan. What gets neglected is the deposit, or treasury management, side of the relationship.
During the downturn, businesses were looking for ways to get more out of their existing systems. Banks can help them do that with data feeds and other ways that save significant time and money. A good relationship banker also reviews the customer’s systems.
An experienced relationship banker has a toolbox filled with solutions to help his or her clients. This business is still about people, and banks need to be in touch with their customers and the community.
Paul Duren is senior vice president at Bridge Bank. Reach him at (408) 556-8688 or firstname.lastname@example.org.
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