Tag Archives: due diligence

‘Treps Funded Through Future Earnings

Previously, I blogged about Ami Kassar’s views on the state of small-business lending. Kassar, the founder of Multifunding, feels that we need to find a way to “break through the gridlock in order to open up access to reasonably priced capital for small-business owners and entrepreneurs.” He is a big advocate for alternative lending approaches.

multifundingIn a newer post from last week, Multifunding’s founder goes so far as to recommend the creation of new financial products with entrepreneur and small business needs front of mind. Here’s his concept: change the rules so that “loans” would have a component that allows lender to be repaid through the entrepreneur’s future earnings. Then, he takes it a step further to recommend that the earnings pay back continue regardless of where the entrepreneur goes in terms of employment, running a company, or starting another one. In his own blog, Kassar elaborates that the payments would need to continue until the obligation to the lender was satisfied in full. Quotes from the NY Times blog post last week appear below:

While I am sure that many will consider this idea controversial, it’s also fairly simple. If you are an entrepreneur looking for a loan, and you have enough confidence in your business or idea, you should be willing to pledge to pay a percentage of your future earnings — regardless of whether your current idea succeeds — until you have fulfilled your obligation. This way, the lender is betting not just on a particular company or idea but on a person, one who is willing to put his or her neck on the line.

Perhaps this financing could be offered by Federal Deposit Insurance Corporation-regulated banks that could leverage their low cost of capital to help small businesses. Of course, this would require federal bank regulators to think outside of the box, but a form of this type of financing exists. It’s called revenue-based financing, and it involves a lender’s making a loan to a company in exchange for a future piece of the company’s revenue. In this case, the financing is tied to the success of a specific company, and not to the future of the entrepreneur. And it comes with expensive rates.

The market clearly needs new forms of collateral in order to keep rates reasonable and in check. In today’s environment, many small-business owners are forced to use their homes as collateral — but with so many homes underwater, many entrepreneurs do not even have that option. The upshot is that this “collateral crisis” either stymies innovation or forces the entrepreneur to obtain capital from an alternative source at very high interest rates.

In the new model I am proposing, because the lender is assured of a piece of the entrepreneur’s future earnings regardless of whether the current business succeeds, the lender should be willing to be more flexible with terms and rates. And finally, the mechanisms to enforce these loans do exist. If we can track down deadbeat fathers for a piece of their future earnings, we should be able to do so with entrepreneurs.

Like the blog author, I wonder if entrepreneurs would be interested in such a loan. To offer up future earnings as a form of collateral seems drastic–unless you really believe that you have some great ideas in you. The upside, as Kassar presents his case, is an interest rate that is lower, though the term would likely be longer. Lenders, on the other hand, seem to be better protected against entrepreneurs who jump ship, but may have to wait longer for repayment. What are your thoughts about the approach?

 

Consider 8 Ways to Start a Business

Through the non-profit EntreDot, I have the opportunity to work with entrepreneurs on a daily basis who are trying to commercialize a business idea. Yet, some people are concerned about their ability to generate original ideas. Last week I had the opportunity to attend a book club meeting in Charlotte, courtesy of BiG Council. The book being considered was entitled Idea Stormers, written by Bryan Mattimore. Bryan shares ideas for brainstorming that can help most anyone in any situation generate new ideas. While some of his methods are whimsical, others are more structured–something for everyone!

In a blog post for Entrepreneur.com earlier today, Jane Porter tackles the challenge of coming up with good ideas to start a business. She cites Stephen Key, the cofounder of inventright.com, and author of One Simple Idea for Startups and Entrepreneurs: Live Your Dreams and Create Your Own Profitable Company as an authority on the subject.

Porter considers the following 8 methods significant from Key’s work:

Ask yourself, “What’s next?”
Think about trends and technologies on the horizon and how you might move into those areas, says Sergio Monsalve, partner at Norwest Venture Partners, a Palo Alto, Calif.-based venture capital group. He suggests, for example, thinking about innovations related to the living room and home entertainment systems now that companies like Apple are developing new television technologies. “What can that mean in terms of new ways to live in your house and be entertained?” he says.

Do something about what bugs you.
When Colin Barceloux was in college, he thought textbooks cost far too much. In 2007, two years after graduating, he decided to take action and founded Bookrenter.com, a San Mateo, Calif.-based business that offers textbook rentals at about a 60 percent discount. What began as a one-man operation created out of frustration now has 1.5 million users and 200 employees. “You just have to look at what frustrates you,” he says. “There’s your business idea right there.”

Look for new niches.
Take a look at what some of the big players in an industry are missing and figure out if you can fill the gaps, Key says. In 2003, for instance, he started the company Hot Picks, now based in San Jose, Calif., after realizing the major brands in the guitar pick industry weren’t offering collectible novelty picks. Key designed a skull-shaped pick that filled an empty niche and was sold in 1,000 stores, including Wal-Mart and 7-Eleven. 

Apply your skills to an entirely new field.
Think about your skills and whether they might be useful in a new area, suggests Bill Fischer, professor of innovation management 
at IMD
, the top-rated Swiss business school, and co-author of The Idea Hunter: How to Find the Best Ideas and Make them Happen (Jossey-Bass, 2011). Consider, for example, JMC Soundboard, a Switzerland-based company that builds high-end loudspeakers. Jeanmichel Capt invented the speaker by applying his experience building guitars as a luthier, using the same resonance spruce to create a loudspeaker that produces a high-quality sound and looks like a sleek wood panel. 

Find a category lacking recent innovations.
For example, when he realized there were few new developments in the product information label business, he created Spinformation, a label consisting of two layers—a top layer that rotates with open panels through which you can see, and a bottom label that you can read by spinning the top layer over it. Companies needing to fit more information about a medication, for example, could use the extra label space for the details.

Make a cheaper version of an existing product.
Take Warby Parker, an eyeglasses company launched in 2010 by four business school friends. The New York-based business sells prescription glasses, which are typically priced at $300 or more, for $95. Since its launch, it has grown to 100 employees.

Talk to shoppers.
If you are interested in mountain bikes, hang out in the aisles of sports and bike shops and ask customers what they wish they could find in the marketplace. If you’re interested in developing an e-commerce business, consider sending an online survey to potential customers to learn about their needs and interests.

Play the mix and match game.
Walk up and down the aisles of a drug, hardware or toy store combining two products across the aisle from each other into one, Key says. That should spark quite a few ideas, but be prepared for most of them to be bad. “You will come up with all these horrible ideas, and every once in a while you will find some brilliant idea out there,” he says.
 

Do these concepts stir your creativity? Great! Go start a business – EntreDot would love to help!

 

Alternative Lending Helps Small Businesses

Small businesses rely on capital to fuel business growth. Some are able to generate working capital from operations. Others, however, are forced to consider taking on debt or new stockholders because they can’t. Since most entrepreneurs would prefer to avoid giving up voting rights and/or access to profits, debt is the preferred path among those whose businesses don’t self-fund. With the recession of the past few years, however, small business lending became  much harder to secure. Ami Kassar, who founded Multifunding, published a blogpost yesterday in the New York Times, discussing the current status of small business lending in the United States.

small business lendingKassar studied numerous reports from organizations like the Small Business Administration (SBA) and the Federal Deposit Insurance Corporation (FDIC). He noted that SBA loan data, even when combined with bank lending data, fails to tell the whole story since there are so many alternative lenders who don’t aggregate and report their business activities. Kassar related his own experience as a loan broker to fill in some of the knowledge gaps resulting from the (un)reported numbers. Below are excerpts from his comments:

If you’re trying to start a business today, you can almost forget about going to a bank for financing. This situation hasn’t changed much in the past year, and we don’t see it changing any time soon — with a few exceptions. If you are opening a franchise outlet that is on the approved S.B.A. list or if you have solid personal collateral outside of your new business, you’ve got a shot.

In 2012, frustrations about the difficulties involved in financing start-ups resulted in a lot of political capital being focused on one possible solution, crowdfunding. Unfortunately, crowdfunding hasn’t taken off yet, and I don’t think it will in 2013. It will take time to iron out the kinks and figure out how to make it work — how to strike the right balance between helping companies and protecting investors.

On a happier note, things have definitely gotten better for companies that are clearly creditworthy. In 2012, if you owned an existing business and you had collateral, cash flow and good credit scores, it was a good time to borrow money at low rates. And I think that will continue for some time. Banks are now hunting eagerly for these borrowers.

The problem is that there are not nearly enough of them. And that’s why a group of alternative lenders — including factors and merchant-cash advance lenders — are lined up and ready to supply money to most of the rest of us. The challenge is that these borrowers face high rates that make it tough to grow and expand as much as they would like.

The alternative financing industry is growing rapidly and, I believe, will continue to grow in 2013. These lenders are extremely entrepreneurial and are leaving the banks behind with their speed and use of technology. Many are backed by premier investment banks and Silicon Valley venture capital powerhouses — investors who understand that entrepreneurs and small-business owners are throwing up their hands in frustration over how long it can take to get a loan from a bank, especially if the loan is backed by the S.B.A. More and more businesses are willing to pay the price of the alternative lenders just to be able to get their capital and move on.

There are some indications that the price of alternative lending may be coming down a bit as the industry gets more competitive. I expect this to continue in 2013. That said, there is still a wide discrepancy in pricing between bank loans and alternative loans.

Educate yourself on alternative lending in your area. I attend meetings of the local chapter of the Commercial Finance Association and have met some folks who are staunch supporters of small businesses through their practices rather than the mere words that we often hear from politicians or some of the large banks who really have a poor track record with small business. It very well may be that your capital needs could best be served by this emerging category of providers!

 

Private Company M&A Lacking Objectivity

One of the area of my consulting practice that is most enjoyable is advising clients on merger and acquisition issues. While very few of my clients actually do a deal, more and more are considering inorganic growth as a means to address both the economies of scale that come from combining back office solutions as well as what are perceived as historic opportunities to perform “roll-ups” in a variety of vertical niches. Understand that my clientele is exclusively privately held businesses whose annual revenues are under $50 million. In fact, in the $1 – $50 million range, they are usually on the lower end when we start working together. 

When I have the opportunity to become involved in a strategy conversation about the potential benefits of a transaction, then, it is not with multinational, public companies who are measuring cross border opportunities as a defensive mechanism to preserve market share against more aggressive competition. These facts notwithstanding, I enjoy reading research performed on the larger company front because many of the issues studied trickle down into my part of the market. This past fall, the global law firm Eversheds published a study, The M&A Blueprint: Inception to Integration, wherein the authors claim that deal teams need a more holistic approach and stronger connections between the planning, completion and post-deal integration phases. Amen!

The universe of participants in the study included 400+ large businesses who had pursued cross-border deals in the period 2009-2012. Many respondents felt that the inability to envision the end from the beginning (think through integration and beyond during due diligence) was the single greatest cause of unrealized potential. 

Robin Johnson, M&A partner at Eversheds, said: (bolding of phrases added)

The current economic climate has made the business of doing deals much tougher, with the research highlighting an acute awareness of risk in the process…Our research shows that the overriding factor contributing to the success of a cross-border deal, is the presence of a core team providing the ‘connective tissue’ to link all the phases together, taking the deal from the inception stage through to post-completion integration. Businesses need to start joining the dots between the different stages of the deal cycle to move the focus from just simply ‘doing the deal’ to thinking about life for the business beyond the deal.

The Eversheds report recommends a methodology that rolls out as follows:

1. Inception

  • From the start – 38% of deals where the in-house team were brought in too late suffered problems during integration.
  • Early warning – 59% of all respondents said they had spotted potentially damaging issues early enough to advise that a deal should not go ahead.

2. Planning and due diligence.

  • The crucial stage – 43% said the most common cause of the failure to realise value in transactions was down to avoidable errors in the due diligence and planning phase.
  • Joined up thinking – 70% felt that linking due diligence and integration planning together would help to improve the deal process.

3. Deal execution

  • What matters most – The reasons General Counsel would advise not to proceed with a deal were illegality/regulatory (45%), e.g. bribery, competition and antitrust, and commercial concerns (45%), e.g. price and valuation, litigation risk, integration costs.

4. Integration

  • A false saving? – 83% did not use external lawyers to a large degree during integration, although they were acknowledged to add value. The main reason for this was cost.
  • Avoid mismatches – 26% felt that the failure to realise value in a recent cross-border M&A deal was due to a misalignment between legal dealmakers and the day to day business team.

Recognizing that Eversheds is acutely focused on the implications for the legal field, they found that involvement of external transaction advisory experts earlier in the deal process yielded better results. Applying this thought to and the process outlined above to my own experience, I strongly recommend that cultural due diligence be brought front and center early on. Internal teams are not usually objective enough to evaluate their own culture, let alone that of another entity. When we delve into matters of governance, decision making, core values in action, executive team personalities and styles, we are able to more accurately predict what may happen in integration and beyond. If red flags go up, back away!

 

 

Sell Your Business Even if Others Can’t

In reading about the issues facing small businesses in the United States since the recession began in late 2007, I have heard about many sectors that have fallen behind historical performance levels. One that I hadn’t considered very much until this week is what is called the “business-for-sale” sector, which has seen a huge drop-off in comparison to all metrics known prior to the recession. While many have spoken about the large amount of private equity not in circulation, many of the reasons it is being withheld translate to other types of business buyers.

Whether you are representing an equity firm or your own personal business interests, it is likely that you have been trying to figure out when the economy may turn around. In classic business theory, it would be ideal to buy at a deflated price right before the economy picked up so that your investment could piggyback onto the general trend of successful recovery. Such market timing could make your investment produce very high–perhaps unprecedented–returns.

Since the economy appears to have stabilized, though not surged forward in a demonstrable way, what are these people who would otherwise be buying small businesses thinking? Observers of the business-for-sale sector wonder when they will see a positive change. They are anxious to see more acquisition activity.Buy sell dice

Hindrances to Business Sales

Whether you listen to political pundits, talk show hosts, or economists, all would concur (at least publicly) that small business is key to the overall recovery. Yet, if small businesses are not churning ownership, it is hard for them to obtain the necessary working capital to fund growth and operations. BizBuySell.com conducted a survey of 260 business brokers from around the country to attempt to determine whether market conditions were improving. A whopping 70 percent indicated that financing for business acquisitions has not improved since 2011. These findings and percentages are consistent with survey results from last year, showing a trend of stagnation.

With commercial loans harder to come by (according to the survey), many buyers can’t get the financing they need to do deals.  Business brokers say that banks have made the loan process even more difficult in 2012, decreasing the chances thereby that buyers will begin investing in businesses for sale. Mike Handelsman, group general manager for BizBuySell.com and BizQuest.com, reports that borrowing is particularly difficult for new or young entrepreneurs. Since banks and similar entities have taken the position that a track record of success is one of the top determinants of future success, newcomers to the small business arena–either startups or acquirers–are handcuffed. 

Handelsman cited other factors of concern to business brokers from the survey. Concerns about the U.S. national debt,  political deadlock (re: the fiscal cliff), long-term unemployment and small business/personal tax rates (14%) also appear to diminish buyer confidence. However, he did offer some tips for sellers:

Seller financing is not necessarily the right strategy for all business succession scenarios. But under the right circumstances, a seller’s willingness to finance a portion of the sale can dramatically increase the number of potential buyers and create more advantageous sales terms (e.g. a higher sale price). Sellers also need to plan for the sale, and make their businesses as attractive as possible to buyers.

Here are a few ways to plan for the sale and make your business attractive–

  • Install an outside board of directors, with positions filled by non-competing entrepreneurs rather than the typical CPA, attorney, banker, and family friend.
  • Stop paying executive perks out of business accounts–clear separation will help show your commitment to professional management.
  • Document the tasks and procedures performed by the executive team. When it has been documented, the business is worth far more money because it is no longer dependent on the personalities.
  • Have a CPA review your financial statements–audit if you can afford it–especially if you have never had it done before.
  • Work with a transactions attorney to advise on deal structure and terms so that you can think through tax implications that may cause you to accept certain types of offers.

Chin up! If you follow these best practices, you will be one of the first ones to sell your business, regardless of whether many others sell theirs at the same time.