Tag Archives: Debt

How Do You Handle Open Issues from a Sale Agreement? Three Thoughts

Situation: A CEO has closed the sale of a significant company property. Due diligence was completed and was satisfactory, but the purchaser now wants to renegotiate the price. The CEO is concerned that if she yields on the price, the buyer will come up with additional changes that will further disadvantage the sale. How do you handle open issues from a sale agreement?

Advice from the CEOs:

  • One member had a similar issue following the sale of a previous company. The decision was that the price at the time of close was the price. The buyer had full opportunity to perform due diligence which would have uncovered any open issues. Condition at time of sale is “buyer beware,” which is why they were allowed a full due diligence.
  • The sale was “as is” including assumption of current debt on the property. It appears that the advantages to the buyer that are anticipated through the purchase will more than offset the impact of the existing debt. As a result, the buyer is, on balance, better off than they had anticipated. Thus, there is no need to yield on price.
  • On the timing of events that may not occur – an indirect cost audit by the company’s prime agency should this be necessary – there is a question of the financial impact to the company.
    • There is a default date on the final payment that could be held up by the negotiation, but the impact is not significant to the company.
    • Otherwise, the company’s interests are covered by the sale agreement.

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How Do you Evaluate a New Opportunity? Five Views

Situation: A CEO has been approached about new opportunity. The company has been through some hard times, and the opportunity offers access to quick cash which would remedy the company’s debt exposure. A downside is that the deal would erode the company’s brand exposure because it would operate under another brand. How do you evaluate a new opportunity?

Advice from the CEOs:

  • Carefully evaluate how this opportunity will impact current operations.
    • What percent of time and effort will the opportunity require? Will it compromise the company’s current operations?
    • The appeal is access to quick cash. However, if the bottom line isn’t sufficient to meet the company’s needs, walk away.
    • Given that the project would be under another brand, why not spend the time and resources growing the company’s brand?
  • Is there anything that could make the opportunity more appealing?
    • See if the other company is open to offering a piece of the business after a period of commitment.
    • Management control. Assure that the company’s principals would have the autonomy to make it work.
    • The ability to keep the company’s name visible and prominently cited in all joint projects.
  • Look at this opportunity the same way that the company evaluates other opportunities.
    • Opportunity to build brand presence.
    • Assure that the proposed project meets the company’s current rates of return, or if not at least the current dollar return per project.
  • Is this a way to get into larger projects more quickly with reduced risk? If so, negotiate this into the deal.
  • Bottom line:
    • The company is emerging from hard times nicely.
    • The company is building a strong brand and reputation in its target geography.
    • Stay the course and trust in the company’s abilities.
    • Take on projects from this new opportunity only if they help build the company’s brand and reputation with less risk than is currently carried.
    • There is no reason to entertain this opportunity if it reduces the company’s brand equity and/or carries the same or more risk than the company’s current project mix.

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What is the Best Way to Utilize Excess Year-end Cash? Three Perspectives

Situation: A company has excess cash at the end of the year. Options are to distribute the excess in bonuses following a challenging year, or to invest in the company. Two questions: how should the company structure a bonus distribution, and how would the company best invest the excess cash? What is the best way to utilize excess year-end cash?

Advice from the CEOs:

  • Evaluating bonus options.
    • One company uses a published step-function bonus program, with the steps tied to company profitability, and performance against individual objectives.
    • Include evaluation and scoring on company core values as part of the overall performance evaluation scheme.
  • What’s the best way to utilize the current cash surplus?
    • Use the current surplus to reduce debt or invest it in the future of the company. Build value. Retained earnings are fine even if the company’s accountant is concerned about tax consequences.
    • Consider purchasing life insurance, or other tax-favored deferred-compensation for partners and key employees. Cash bonuses get spent by recipients, whereas tax-advantaged deferred compensation programs build future value for the team.
    • Consider using the excess cash to buy the building.
      • The company can afford a sizeable down-payment.
      • Negotiate a favorable purchase price at a reasonable interest rate.
      • Doing this, monthly lease payments become monthly payments toward ownership of the building and additional value for the firm.
      • Consider purchasing the building under a separate corporate entity, even if ownership of this second entity is identical to current ownership. This may create tax advantages.
  • What do company owners keep in pay versus investing in the future?
    • Keep the cash needed to run the company, plus a bit. Focus on securing the long-term value of the company.
    • “If you take care of the company, the company will take care of you.”
    • If excess cash is invested in the firm, assure to retain long-term access to the value invested. There will be times when the company will need the cash.

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How Do You Generate Near-Term Revenue? Seven Suggestions

Situation: A young company that focuses on personalized solutions needs to generate near-term revenue to meet expenses. There are also options for debt or equity financing, but the terms for each will equally depend on near-term revenue potential. How do you generate near-term revenue?

Advice from the CEOs:

  • Think in terms of the referenceability of early customers.  As a new company, the first five customers define the company to future customers.
    • The core values of the company will help clarify how to make early choices.
    • Don’t just go for the easiest closes.
  • Create a chart of potential customer prospects:
    • Segment potential prospects into groups.
    • What is the deal model and key value proposition for each group?
    • Create a video and communications package to demonstrate the company’s benefit to each group.
  • There are trade-offs between the different deals that the company will pursue:
    • Small fast deals are most likely to meet immediate cash flow needs.
    • The biggest deals may involve the creation of LLCs. These will involve both more time and additional legal fees.
  • Make sure that early deals align with the company’s core brand.
  • Consider outsourcing to speed the provision of services to early clients. Build this cost into your billings. Assure that the funds from early deals flow to or through the company. This will improve the financial story to additional clients.
  • Consider serving special interest groups. Their potential value is that they work for their passion more than for money. If the company chooses to work with one or more of these groups, assure that customer selection aligns with company values.
  • The current focus for near-term monetization is on merchandizing. As an alternative, consider charging a separate fee for the use of company IP. This may give clients additional incentive to utilize company technology to monetize their investment.

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What Impact Will Rising Interest Rates Have on Business?

Situation: A CEO notes that the national debt has nearly doubled over the last 8 years and the Fed is talking about raising interest rates. It’s not clear what impact the debt, or rising interest rates will have. Has this impacted your business and how are you coping? What impact will rising interest rates have on business?

Advice from the CEOs:

  • Impact on business and customers.
    • The prospect of either rising interest rates or taxes increases uncertainty – customers are taking longer to make purchase, expansion and other decisions.
    • Companies are not spending the cash that they have out of concern over possible future expenses or the possibility of a downturn. Large companies have trillions of dollars of cash on hand. Some of this is held off-shore because of the tax consequences of repatriating the funds.
    • Lack of consumer demand holds back investment in production expansion.
    • Feeling of loss of control.
    • More concentration of wealth in fewer hands.
  • Other impacts
    • More people, old and young, are opting out of the business economy.
  • What are you doing to cope?
    • More involved in collections to keep this under control.
    • Delayed payments from big customers are part of the problem – conservative financial management.
    • Manage liquidity and cash – cash is king!
    • Adjust lifestyle and delay purchases – for example buy smaller cars.
    • Scrutinize contract terms – especially AR.
    • Scrutinize our business model. For example look at subscription models or Great Game of Business models.
    • Utilize those who are normally unemployable but trainable for repetitive task jobs. They work hard and produce good work.

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How Do You Finance a Ramp-up? Five Suggestions

Situation: A company has been growing within budget. In the near-term they anticipate an opportunity for significant growth. The challenge of this ramp-up is that it will sap existing financial resources as expenses associated with the ramp outpace revenues. In growth terms this challenge is known as financing the inflection point of the hockey stick. How do you finance a ramp-up?

Advice from the CEOs:

  • Investigate a number of different financing options and combinations of options. While historically the company has been financed by venture capital, as you finance your ramp think beyond venture capital as the sole source of funds.
  • Investigate corporate partners who would consider the company a strategic investment. This creates a higher valuation for the company than you will find with VCs alone.
  • Within the VC community, to raise a modest level of funds focus on 2nd and 3rd tier funds – particularly those who specialize in the company’s technology and market and who will see this opportunity as fitting their portfolio strategy.
  • Outside of the VC community, look at banking and fund options that offer creative ways of using both investment and debt to fund the company through the inflection until you are again cash positive. Examples are Comerica Bank that has been building its position among Silicon Valley start-ups and venture capital firms, and Paradigm Capital that will provide loans by collateralizing your IP.
  • Look closely at your IP portfolio to maximize IP value to either VCs or other funding sources. If your IP position is strong it boosts your ability to attract funding.

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How Do You Plan Spending – to Backlog or Sales Forecast? Five Suggestions

Situation: A company had several huge orders last year but ended the year with a low backlog. Sales forecasts are rosy, but acceptance of proposals and initiation of work is hard to predict because the company’s products are just a piece of much larger projects with variable timelines. How do you plan spending in this environment – conservatively to backlog or more aggressively to the sales forecast?

Advice from the CEOs:

  • It is important to understand the magnitude of difference between spending under the two scenarios. For example, if a conservative spending plan means major cuts to product lines or business compared to the more aggressive plan, then analysis and what if scenarios are more complex,
  • What are the company’s cash-flow and debt situations. If you are cash-flow positive with little debt, this increases flexibility. Another consideration is the company’s attitude on debt.
    • Be wary of the healthiness of an unused credit line. Companies have seen unused credit lines cut and accounts cleared when they have started using the lines after a long dormant period.
    • Exercising the credit line may increase flexibility.
  • Look at your approach to forecasting and spending. How far out do you forecast? How effective have past outgoing forecasts for several quarters been, and what confidence can do you have for the next quarter, the quarter after, and the quarter after that?  If you are reasonably confident one quarter out, you can plan spending on this. If you can adjust spending relatively quickly this gives you more leeway.
  • Establish leading indicators to improve future forecasts.
    • What is your win/loss record on proposals, and a conservative estimate of what this ratio means for revenue?
    • Other examples include sales calls to new customers versus new key customers won, and similar sales metrics. These metrics can help to govern expectations based on sales forecasts.
  • If your sales team is not performing, look at changes to sales management. This may wake the team up and prompt them to go the extra mile for contacts and contracts.

Key Words: Forecast, Backlog, Spending, Planning, Cash-flow, Debt, Credit Line, Confidence, Indicators

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