Tag Archives | private equity

Limited Liability Company (LLC)

See Also:
S Corporation
General Partnership
Limited Partnership
Partnership
Sole Proprietorship

Limited Liability Company (LLC) Definition

A Limited Liability Company or LLC is a business form which provides limited liability much like a corporation. There can be an unlimited number of members to the company. There are also many tax benefits that emerge from forming this type of business.

Limited Liability Company (LLC) Meaning

A Limited Liability Company means that it contains the same barrier to personal liability for actions by an employee or member of the company unless there is a case of fraud or gross negligence. Members are unlimited, but there are limitations in that all members must be domestic. In addition, a member can be anything like a private equity group, corporation, or any individual as long as they are an American citizen.


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Advantages of a Limited Liability Company (LLC)

Limited Liability Company (LLC) advantages range from taxes to the limited exposure by members discussed above. There are tax benefits in that an LLC has the choice of being taxed like a partnership or a corporation. The first option means that the profits and losses will flow through to the members, but this all depends on ownership percentages or an agreement by contract. Therefore, the IRS only taxes members once at the individual level. An LLC can choose to be taxed as a corporation as well. This means that the company would have certain salaries for its members and the actual entity will taxed as a whole.

Another large benefit of the Limited Liability Company is the ability of the company to own its own intellectual property. Because this is a private form, there is also greater protection from being acquired by other companies. This allows the company to grow at its own pace and make decisions without having to worry about pursuit of other companies.

Disadvantages of a Limited Liability Company (LLC)

One disadvantage of an LLC is the cost; it’s typically more expensive to operate than partnerships and/or proprietorships. There are annual state fees when you operate an LLC. In addition, banks usually have higher fees for LLCs than they do for other entities.

Another disadvantage is that you need to separate all records – business vs. personal. The money, meeting minutes, structure, and records all needs to be separate.

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Limited Liability Company

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Limited Liability Company

Originally posted by Jim Wilkinson on July 24, 2013. 

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Alternative Forms of Financing

Alternative Forms of Financing, Alternative FinancingIt happens all the time. Companies need capital, but they aren’t bankable. Banks or other financial institutions will not touch them because they are either too risky, not able to meet covenants, or it just doesn’t work out for some reason. So, where do those companies go? They need to look at alternative forms of financing. In this week’s blog, we take a look at alternative financing and why there is a need for it.

What is Alternative Finance?

What is alternative finance? The US Small Business Administration defines it as “financing from external sources other than banks or stock and bond markets”. It typically refers to fundraising through online platforms; however there are various sources that could be considered alternative forms of financing. We will look into those a little later in this blog.

Sometimes, the best way to add value in a company is to know where to go for cash. If you want to learn 5 other ways a CFO can add real value, then click here to download our 5 Ways a CFO Adds Value whitepaper.

The Need for Alternative Financing

Why is there a need for alternative financing? Not all entities (banks, stock, bond markets, etc.) are willing to finance certain companies due to a variety of reasons. For example, Company A is a 2 year old company that has a technology that will not be ready for market for another 6 years. A bank most likely will not fund that project because there is no revenue for 8 years and there is no guarantee that the company is ever going to be successful. Alternative forms of financing will help Company A continue to research and develop their product and bring it to market.

In addition, alternative financing often provides benefits like mentorship, customer validation, advice, and buy-in.

Alternative Forms of Financing

There are several alternative forms of financing, but today, we will look at 5 financing options for companies that are not bankable. Those include crowdfunding, grants, mezzanine lending, private equity, and bootstrapping/sweat equity.

Crowdfunding

Crowdfunding is the most public form of alternative financing. It’s simply an online platform where many investors invest small amounts in a company. Popular crowdfunding sites include Kickstarter, Indiegogo, and GoFundMe. This is a great option for companies that have customers who want what they have but the bank does not agree. For example, some indie films have raised capital via crowdfunding platforms as both a marketing effort and capital raising. As a result of investor’s donations, they get perks such as rewards, early access, etc.

Grants

Other alternative forms of financing include grants, competitions, and accelerators. Grants do not have to be paid back, unlike a loan. They are usually disbursed or gifted by one entity. Often, that entity is a government department. It could also be a corporation, trust, or foundation. Most grants require an extensive application process. In addition, most grants are designated for a specific purpose – like research and development.

Grants, competitions, and accelerators often require business plans, financials, projections, etc. A benefit of going this route is to continually improve the business and add value. If you want to learn 5 other ways a CFO can add real value, then click here to download our 5 Ways a CFO Adds Value whitepaper.

Alternative Forms of Financing, Alternative Financing

Mezzanine Lenders

Mezzanine Lenders are organizations that provide loans to businesses; however, they are not required to have all of the guarantees and collateral of a traditional bank. Their loan to you might have some aspects of convertible debt to equity. In addition, it will definitely be more expensive than a traditional commercial loan. It will be about as expensive as using a credit card. But these lenders are great alternative to companies that may not be bankable.

Private Equity

Private Equity firms are funds, and team of individuals manages this fund that provides debt and equity to businesses. Usually, the “hold” period for the investment can be anywhere from 3-7 years. The Private Equity (“P.E”) firms bring best practices and find synergies with other portfolio companies to streamline costs. P.E. firms sometimes specialize in an industry or market to align their interests. Depending on the type of firm, private equity investors may take a managing role in a company.

Bootstrapping/Sweat Equity

While bootstrapping is not necessarily a form of financing, it does free up cash that is needed elsewhere. For example, a company can bootstrap by hiring employees on equity rather than a salary. While this may be a cheap option in the meantime, it can become expensive in the long run (especially if the company takes off).

It’s a CFO’s role to improve profits and cash flow. But to do that, they need to have the financial leadership skills to guide the CEO as they manage the organization. If you are ready to add real value to your company and get the respect you deserve, then click here to download our 5 Ways a CFO Adds Value whitepaper.

Alternative Forms of Financing

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Alternative Forms of Financing

 

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What Your Banker Wants You To Know

What Your Banker Wants You To Know

In small or large businesses, we often end up dealing with banks and bankers beyond the checking account. When you have debt with your bank (your lender), the relationship takes on another dynamic. The typical loan agreement for traditional debt includes loan amount, terms, collateral provided, the covenants you must live by, and the dos and don’ts allowed. When things are going well, the relationship with your banker seems to always go well.  It is in difficult times that things get tough. Let’s look at what your banker wants you to know.

Growth is good, but it requires more capital to sustain. Learn about the 25 Ways to Improve Cash Flow (in addition to acquiring capital from the bank).

What Your Banker Wants You To Know

Your banks wants to know the bad new sooner than later. Furthermore, your banker does not want surprises. If you are having issues with your business, then discuss these early on with your banker. If your getting close to the limitations of your covenants, then let your banker know. In addition, if you see a change coming in your industry, then let your banker know early on. Be sure to give your banker the good news also. If you are planning on changes to Sr. Management, then mention these to your banker.

The banking world changes based on the economy, regulations, and markets. We remember 2008 when new credit at banking institutions basically shut down. Before that, it was fairly easy to get credit. And loan requirements were not as cumbersome – which is not always good. But the crisis caused a change in behavior at banks – some of it self implemented and some implemented by regulators.

In today’s market, money is still relatively cheap. There is an abundance of liquidity in the markets. So banks do want to loan money, but you must meet some basic guidelines.

What Your Banker Wants You To KnowWhat Commercial Banks Want

In order to loan you money, commercial banks basically want just a few things:

  1. They want to have collateral that secures their loan
  2. They want to know you have the cash flow to payback their loan
  3. They want to understand your business and they want to know what the funds will be used for
  4. They want to understand how much they will make $ on their loan to you

Different Types of Lenders

There are different types of lenders, including the following:

The cost of that capital goes from cheapest to most expensive lender on the list above. The structure of the debt also goes from easiest to most complex structure in the list above. Some want collateral (security), and some do not.

Looking for more capital? There may be cash lying around your business. Learn the 25 Ways to Improve Cash Flow today.

Keep Your Eye on Your Debt Covenants

Most likely, if you have commercial debt, then you may have some debt covenants stated in your loan agreement. Covenants are the requirements you as the Borrower must maintain to be in good standing with your loan agreement.

Oftentimes, the bank and banker find out something is wrong when you turn in your financials and/or bank compliance certificate. They find that one of the covenants is out of whack. You may have a debt/EBITDA covenant ratio as part of your covenants. This is a common requirement. Do not wait for you to “bust your covenants” before you reach out to your banker. Monitor your covenants closely. If you see drivers in your business that may create a problem with your covenants, then reach out to your banker.

Renegotiate Covenants

Believe it or not, I have been in situations where the loan agreement is already a few years old. The company has become much more financially healthy, and I went back to renegotiate certain covenants to ease the reporting burden. The bank was very open to modifying some covenants. Usually, you have to be in good standing and have a good historical track record to modify or request to modify covenants. But do not be shy. Simply ask. The worst that can happen is your banker says, “no”.

Most bankers in today’s market do really care about the relationship, even at the biggest banks. Your banker does want to see you succeed. If you are living through troublesome times, then your banker does want to see you get financially healthy. But you need to communicate with your banker. The worst thing you could do is hide something from your banker or try to sweep something “under the rug”. That will eventually come, out and you will have burned a bridge with your banker. After you hide something, or if you do not disclose something, your banker will always carry that doubt in the back of his mind. And they may not be there for you when you really need to negotiate that debt covenant.

Are there other areas in your company that you can focus on to improve cash flow (outside of bank loans)? We have put together the 25 Ways to Improve Cash Flow whitepaper to make a big impact today on your cash flow.

What Your Banker Wants You To Know
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What Your Banker Wants You To Know

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Don’t get caught swimming naked!

Has anyone ever warned you, “don’t get caught swimming naked”? It may sound strange, but it’s a reference to Warren Buffet’s famous quote “Only when the tide goes out do you discover who’s been swimming naked”. As a financial leader, it is your responsibility to know when the tide is going out so that you can prepare not to be caught swimming naked. Here’s your warning..

The tide is getting ready to go out and may reveal some troubling things in your business as a result of the Fed (the Federal Reserve System – the United States’ central banking system) adjusting its interest rates. This has huge consequences for not only businesses in America but also companies that do business with America.

Background on US Interest Rates

don't get caught swimming nakedTo protect the US from falling into another Great Depression after the 08-09 housing market crash, interest rates were lowered to encourage borrowing for both companies and individuals. This has resulted in interest rates being at an all time low AND a flood of money in the marketplace.

The Fed lowered the short term interest rates from 0.25pt from 3-4pt in the wake of the housing market crash. They issued money through bonds to the marketplace for mortgages. Consequentially, this dropped the long-term interest rate.

The Fed: Interest Rates are Going Up

The Federal Reserve has given notice as of March 15, 2017, that the interest rates will be increasing over the next few years (estimated 5 years). There’s already been some movement over the past couple of months. Janet L. Yellen, the Fed’s Chairman, plans to slowly adjust the interest rates so that it will have the time to react to President Trump’s infrastructure spending and tax cuts.

The goal of the Fed is to raise the short-term rate without exceeding the long term rate. This act of leveling the interest rates is to essentially balance their financial statements and get it back to a normal level.

The Financial Times released an analysis on what is happening and how it’s going to impact us. One of the things noted is that the interest rates will increase slowly and cautiously. This may seem like a great idea, and it is, especially when considering any fiscal policy that President Trump rolls out in the next 3.5 years.

But what exactly does the incremental increase of interest rates mean for your company?

What does that mean for your company?

This slow increase of interest rates could be catastrophic for companies that neglect to prepare now. The tide is going out – meaning in a couple of years, there won’t be any cushion to break your fall.

One of the biggest responsibilities I have as the leader of The Strategic CFO is to network with business leaders around the city of Houston. When I discover events or adjustments that will impact the financial leader’s role, I start asking questions. As of late, my question has been… How is the increase of interest rates going to impact your company?

That’s a loaded question. What I’m finding out is even more interesting: nobody is really paying attention to what’s going on. They have their nose so close to their business that they aren’t really looking at the bigger issue in the room. Don’t get caught swimming naked!

Private Equity Firms

Over the past few years, the oil and gas industry has been hurting (especially in Houston). Thankfully, this crisis hasn’t been nearly as bad as the oil and gas crisis in the 1980s overall. However, the reason why companies that would have gone under 40 years ago have survived is because of the substantial amount of private equity money being pumped into these companies. With low interest rates, there’s naturally more money in the economy that can be invested into companies in troubled times.

Barrel of Water

Picture the economy as a barrel of water where money is the water. Right now, the barrel is full of water sloshing around. This is a really unique position. However, the Fed is going to start draining the water incrementally. People aren’t really focused on it because all they see is that there is still water in the barrel.

BUT what happens when people look up in 5 years to find that the interest rates have increased from 2% to more normal levels of 7-8%? Right now, the economy is in a period where if you can fog a mirror, you can get money. But not for long…

How does that change the role of a financial leader?

Over the past 15 years, corporations of all sizes have taken advantage of these low interest rates and have potentially even changed their business model entirely. I have to warn you… Money is getting tighter.

Money is Getting Tighter

For those later in their careers, this is just another cycle. But as a professor for the Wolff Center for Entrepreneurship, money getting tighter has a real impact on my students who are just starting their careers. With money increasing its value and decreasing its quantity, the time to start preparing is NOW.

How to Prepare for Increased Interest Rates

First, identify if you rely on low interest rates as well as the areas of your business that rely on low interest rates.

Once you identify those areas in your business, it time to start assessing and anticipating the worst-case scenario for your company. Download our External Analysis whitepaper to start charting the external factors that impact your company. When you’ve made a list of those potential outcomes with your current business model, it’s time to start prioritizing what needs to be adjusted.

I can’t say for certain how high the interest rates are going to go or how it’s going to impact your company, but I do know that the tide is going out. Soon, we’ll find out who is too over-leveraged, had business models predicated on low interest rates. Have you started preparing for this?

Should you pay down debt?

YES. The reason why is that when interest rates increase, payments increase. Pay your debt down as quickly as possible before you feel the pinch.

Should you raise your prices?

It depends… A better question might be: can you raise your prices? If you are in a competitive industry where there is no option to raise prices, then that’s not possible. You’ll have to find cash elsewhere to respond to increased interest rates.

Frog in a Boiling Pot

Ever try to cook a frog?  If you throw it in a pot of boiling water, it will just jump out.  But if you put it in the pot and slowly increase the temperature of the water, the frog won’t notice the temperature change until it’s too late. We’ve become accustomed to cheap money, but we can’t afford not to react to the slow increase in temperature that the Fed is planning with interest rates. The result could be disastrous.

Conclusion – Don’t Get Caught Swimming Naked

There’s change in the wind. If you haven’t reacted yet, this is your warning. The tide is going out and you don’t want to get caught swimming naked. Download the External Analysis whitepaper to gain an advantage over competitors starting your preparation to respond to the increase of interest rates.

Don't get caught swimming naked

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Don't get caught swimming naked

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3 Myths about Private Equity Investors

traditional financingMyths about private equity can inhibit entrepreneurs from pursuing business opportunities and making rational decisions.  Private equity financing is a complex decision for business owners.  These owners should analyze other financing options and goals for future growth of the company before making important investment decisions.

Here are three myths about private equity investors

1.  Private equity investors take advantage of business owners.

Private equity is not intended to be a win for the investor and a loss for the business owner. The investor’s best interest is that the entrepreneur grows the business and increases its value so that BOTH sides win.  Private equity investors are not profitable if the value of the company depreciates.

Many business owners perceive private equity investors as greedy and manipulative in cutting them out of the success of their companies.  However, most of the time these perceptions arise when entrepreneurs:

  • Lose control
  • Blame private equity investors for the demise of their companies

As long as you leave at least half of the company in your ownership, as an entrepreneur, you will have control over your company to make important strategic decisions. Most private equity investors don’t want to run your company or take advantage of you. Instead, they just want to contribute to your business’s success. 

2.  Private equity investors do not add value beyond their monetary investments.

While many people view private equity investors solely as sources of capital, this misconception is untrue. Most investors have expertise and experience in the various industries. Many experience come from past investments in successful companies and others from being entrepreneurs and chief officers themselves.  They have the know-how to advise businesses from an impartial outlook and to add value by bringing in fresh ideas and perspectives.

Investors also have a network of connections to help companies advance and develop strategic partnerships. An investor with a good understanding of the company that he or she invests in will do more than just invest money into a business. They will help grow the company’s value in a rational and sustainable approach.

3.  Once a private equity investor is ready to exit his or her investment, the business owner has to sell the company or take it public.

Business owners are not forced to sell their companies or take them public once a private equity investor decides to exit.  Private equity firms usually invest in companies with a goal of exiting within five to eight years. The private equity firm’s partners expect liquidity at a certain point in time. As a result, the firm cannot hold on to all investments forever. At this point, the business owner has several choices, including raising capital from a new private equity investor or a new partner

Avoiding these common misconceptions will allow you to focus on the positive benefits. Therefore, you can make better decisions about private equity investments.

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Venture Capital

See Also:
Every Business Has A Funding Source, Few Have A Lender
Don’t Tell Your Lender Everything
Due Diligence on Lenders
The Relationship With Your Lender
What Does A Lender Want To Know?

Venture Capital

Venture Capital is a funding source for start-up businesses or turnaround businesses. There is typically more risk associated with these types of investments, but high returns as well.

Venture Capital Meaning

Venture Capital means that a lender, usually a private equity group or high net worth individuals, will provide financing for a new business, a business that needs cash for growth, or a company attempting to make a turnaround. Associated with these different business needs are the different stages of venture capital.

Seeding Stage

The first stage for the companies that are just starting up is known as the seeding stage.

Growth Stage

The next stage is the growth stage for those businesses that are not quite ready for an Initial Public Offering (IPO), but are in need of some financing to get them to that point. Often times venture capital firms provide the funding for these companies knowing that they are high risk. However, these lenders usually earn a high return as these companies go public. This is because the lenders receive large compensation in the form of equity in the company or a large cash settlement. If a company is in a turnaround stage this is the highest risk of venture capital.

Exit Stage

The exit strategy in this stage often go for a much higher cash option or equity stake than even the first and second stages of company development. This type of capital is often necessary because the companies in need of this financing are not large enough to obtain the capital from the markets in the quantity needed.

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Mezzanine Financing

See Also:
External Sources of Cash
What Does A Lender Want To Know
Finding The Right Lender
Due Diligence on Lenders
Weighted Average Cost of Capital (WACC)

Mezzanine Financing

A mezzanine lender, provider of mezzanine financing, functions similar to a bank in terms of providing a source of capital for companies. They get their capital from private investors who look to make a profit off of the investments the mezzanine lenders make. Often times, the firm is structured as a limited partnership for tax purposes.

There comes a time in every company’s life cycle when the company and/or the entrepreneur need some more cash. Perhaps the company needs more working capital or some additional money to help fund an expansion. Or, maybe the entrepreneur feels that it’s time to reap the benefit of all those years of hard work. Whichever the case may be, the entrepreneur will be faced with many different financing options. An interesting and often over-looked option is that of bringing in a private equity partner in the form of mezzanine funding.


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Mezzanine Lenders

Mezzanine lenders are similar to banks … but they are not banks. The interest they charge is going to be higher than what commercial banks charge. Many entrepreneurs blench at the thought. But consider, other than maxing out your credit cards, what other alternatives do you have? Mezzanine lenders will charge you approximately what credit cards charge you. Their cost of capital ranges from the high teens to low twenties (18-23%). This may seem quite high, but if your enterprise is so risky that a bank will not touch it, then it is only fair that you reward someone for taking on this extra risk. Also, what bank would feel comfortable about an entrepreneur taking the bank’s money and pocketing it for personal gain? No bank would. Mezzanine lenders do.

Mezzanine lenders can also benefit the firm in other ways as well. They can help entrepreneurs upgrade their talent resources by finding professional management staff. They can help with finding better technology, placement with new customers or help you find sourcing alternatives. Remember, the best business partner is someone who brings more than just money to the table.

Financing typically comes in the form of either a loan and/or equity interest. Sometimes the debt is convertible into equity. Many people worry when they hear that their equity is compromised. This is actually not so. Mezzanine lenders are open to having their equity interest bought out. Think of it as a “pop” for taking on the risk.

Purpose of Mezzanine Financing / Mezzanine Capital

So, what is the purpose of mezzanine financing or mezzanine capital? First, let us consider a common business dilemma: 1) lack of working capital or 2) lack of funds for capital expansion. Entrepreneurs by nature are optimists and passionate people, especially when it comes to their companies. They want and need a financial partner that can grow with them. Typically, your first option of choice is your friendly, neighborhood commercial bank. There are several issues that one often encounters here:

1. Debt – Is your company too leveraged for the bank to accept?

2. Profitability – Is there enough profit to sustain the enterprise?

3. Cash Flow – Is your company generating enough cash to pay the bills?

4. Inventory – Are you turning it over fast enough?

5. Equity – Do you have enough skin in the game?

If your firm can pass the litmus test, then by all means you should go with your friendly, neighborhood commercial bank. They are typically your cheapest source of money.

Next, let us consider a more interesting question from the entrepreneur’s perspective. I’ve worked this long and hard. Don’t I deserve to be rewarded? Don’t I deserve to be a millionaire? If you don’t already have a million dollars in the bank, then the bank will probably be the first to tell you, “No.” So what’s a hard-working entrepreneur to do? Surprisingly, this issue is one that is faced by countless business owners as they face retirement or just want to “take some chips off the table” for security purposes.

The above cases represent typical situations where it makes sense to consider other financing options such as a Mezzanine Debt Financing.

Recapitalization Example

Below are some typical scenarios where you might want to consider working with a mezzanine lender:

1: Company needs capital infusion for either working capital or CAPEX.

2: Entrepreneur would like to buy out a partner.

3: Entrepreneur would like to “take some chips off the table” to provide security for his/her family.

4: Entrepreneur would like to pass along management to next generation.

5: Entrepreneur would like to share some equity with management staff and/or employees.

6: Entrepreneur would like help with selling the company to a strategic buyer at a good profit so s/he can retire.

Mezzanine Recapitalization: Conclusion

Entrepreneurs should consider mezzanine lenders a strategic financial resource. They many not always be your first choice, but they just might be your best choice. They have a higher cost of capital than banks. But, for the money, they provide a lot of strategic options to the entrepreneur that commercial banks could not be party to.

For more tips on how to improve cash flow, click here to access our 25 Ways to Improve Cash Flow whitepaper.

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