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Good morning!
Success, they say, is found at the intersection of
preparation and opportunity. A small business owner
whose ultimate goal is a successful cash-out is smart
to develop in every part of the company strategies
and tactics that will enhance the value of the
business over the long term.
In the final analysis, however, it is the numbers
— part, present, and future — that
support the story in negotiations with prospective
buyers and investors. You may think you hear the Fat
Lady singing, but if the numbers are off-key, so is
she. No one is likely to pay your price, and the game
may end with you on the losing side.
Best regards,

Bradlee T. Howe Financial Managers Trust
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When the Fat Lady Sings Off-Key
It was the end of a well-received dramatic
performance last Saturday night, and the audience
responded with appreciative applause. The four
actors came out one at a time, took their curtain call,
and then joined hands for a collective bow. A man in
the second row rose, applauding enthusiastically,
and one by one people joined him to a point at which
most of the audience was acknowledging their
approval with a standing ovation.
"It was good, but I didn't think it was worth a
standing O," said my artistically discerning wife,
belatedly getting up to put her sweater on.
"Well, clearly we were in the minority," I responded,
looking around at obviously-pleased fellow
theatre-goers.
"Grade inflation," I thought to myself. "The real
assessment was that it didn't get a second curtain
call."
I chalked up my tepid reaction to some important
pending client issues, to my preoccupation with
national politics, and to my interest in the New
England Patriots' drive for Super Bowl perfection the
next day (ill-fated, as it turned out).
A couple of days later, I happened to run into a
long-time patron and former director of the theatre
company. "It had all the signs of a real
winner when we scheduled it," she said of the
play, "but it just didn't hit our market right. We
ended up papering the house for the last few nights."
That wasn't what it looked like from the outside.
Fortunately, the bottom line for this theatre
company is artistic, not financial. There are no
shareholders calculating their ROI. But artistry alone
doesn't usually command big returns in the
business valuation process — it's
how that artistry, or creativity, or innovation, or unique
solution gets assessed in the market that makes the
difference. Too often, discordant notes like the
following limit the size and interest of the audience of
potential investors or acquirers and, ultimately, your
company's value:
- The 3% Return — doesn't cut it.
Your salvation may be a synergistic buyer who can
reduce a lot of your overhead and thus improve your
profit margin [see Bites, below], but that buyer is
unlikely to pay you for the benefit of what he or she
brings to the table.
- A Limited Market — limits your
reward. Without your having a Big Solution to a
Big Problem that is shared by many people or
businesses and evidenced by market research,
there's not a lot of attraction to financing your effort to
scale up.
- Me, Too — means you're a
follower. Something has to be unique. If it's not
proprietary, if you lack intellectual property
(copyrights, patents), you need demonstrably better
marketing, or higher quality, or a lower price, or better
service, or brand equity — something that
creates a measureable difference from the
competition.
- It's Here Somewhere — leaves
you nowhere. The investor asks: How much money
do you need? What will you do with it? What
happened to the last round of funding? Answer those
questions without reference to notes, or don't bother
to schedule the appointment.
- The Accountant Is Working on Them
— is the wrong answer to the request for
financial statements. Your CFO can provide the
details, but you — the owner — must
know the key elements of the model and account for
year-to-year variances as you lay out the financial
results.
- We Actually Did Better Than That
— is always met with skepticism. Was your
bottom line reduced by disproportionate bonuses or
by a profit share? By cars or other perqs for you and
your spouse? By revenue rolled forward to postpone
taxes? Prepare a pro forma financial
statement to reveal the adjusted bottom line without
your tax tactics and other, one-time, expenses.
- We're a C Corporation — means
that you may be taxed twice on the gains from your
company's sale, substantially reducing your
proceeds. If you have no institutional investors to limit
your options, consider the advantages of being an S
Corporation. It can take 10 years to unravel the C
Corp bind — don't wait.
- Our Financial History Is All In Our Tax
Returns — reflects unsophisticated
financial management. A big step in establishing
credibility with a buyer or investor comes from having
consistent outside involvement in your financial
reporting, at least annually. Trust is critical: start with
a year-end CPA Review that conforms to GAAP.
- Our Bank Financing Is All On Credit Cards
— indicates that you're a marginal
corporate credit risk and likely overpaying on interest
rates. Alternatively, establishing a corporate credit
line is recognition that you have achieved a higher
level of credit worthiness and fiscal responsibility,
important to vendors and customers alike.
- What Budget? — means that
you're trying to navigate the Swamp in the dark
without a light. Financial people — the kind
who might invest in you — want evidence that
you manage to a plan and that achieving your bottom
line is the result of a conscious, coordinated
effort.
True harmony comes from being able to orchestrate
all of these elements when a potential buyer comes
knocking. It's then that the Fat Lady will accompany
you — on key — all the way to the bank.
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Alligator Bites
Sometimes a potential buyer doesn't bother to
knock…
"Microsoft's unsolicited $44.6 billion bid for Yahoo
last week certainly wasn't the first bear hug in this
bear market nor will it be the last. According to press
reports, Steve "the embalmer" Ballmer called Yahoo
CEO Jerry Yang with the good news on Thursday
evening. The irresistibility of the 62 percent premium
the Yahoo board must now contemplate is tempered
by the fact that the bid is 15 percent below Yahoo's
recent high. Analysts, busy dissecting the deal which
comes at a whopping 23 times EBITDA, have
convinced themselves that after the $1 billion savings
from "synergies" (read: they fire about 6,500 staffers),
it drops to a less whopping 13 times. That's not all.
Yahoo has off-balance sheet assets in Yahoo Japan
and Alibaba.com which may be worth $10 per share,
or $13 billion. Add that to the $2.4 billion cash
balance and the deal is, according to some, a steal.
Or not…
"…any M&A deal of this magnitude (or any
magnitude for that matter) will live or die on the
cultural fit. Yahoo is a unique culture inspired by
founders Yang and Filo. In the hip world of the
Internet, Microsoft has always been the stodgy evil
empire, snuffing out young competitors and buying
up unique technologies for its exclusive use. How will
the Yahoo culture react to 6,500 pink slips FedEx-ed
from Darth Vader of the north? According to Google
Maps, 701 First Ave. in Sunnyvale, Calif., is only 5.5
miles from 1600 Amphitheatre Rd. in Mountain View.
If this deal gets done, won't the best and the brightest
at Yahoo find a welcome home a short drive away at
Google? That would be the ultimate deal irony
— Google gets Yahoo (talent) for free."
— Jim Anderson, Investment Strategy
Outlook, February 4, 2008
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About Us
Financial Managers helps the managers of smaller
companies and non-profit organizations develop
reliable financial information for operational
decisions.
On an affordable retainer basis, FM serves as
the
part-time controller and senior financial manager for
multiple clients, leading them to profitability and
positive cash flow.
The goal is for the organization
to outgrow Financial Managers' services, at which
time FM will take the lead in identifying and hiring the
right full-time financial person for the firm, and effect
a smooth transition to his or her management.
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Financial Managers Trust
781-799-5737 | FAX 781-788-9794
PO Box 2 Lexington MA 02420
PO Box 1527 Fort Myers FL 33902
www.finman.com
To read our privacy policy click here. © 2008 Financial Managers Trust. All rights reserved.
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DRAINING THE SWAMP
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Sobering Statistics:
"With guaranteed pensions rapidly becoming a thing
of the past, 401(k) savings will be all many workers
have when they reach retirement, aside from a Social
Security benefit. But utilization and savings rates
continue to lag far behind where they need to be to
replace employees' incomes. Fidelity Investments,
the 401(k) behemoth, provides the following statistics
about the 10.1 million participants in its plans in
2006.
$66,500 — Average account balance
63.1% — Average plan participation rate
7.0% — Average percentage of salary
invested by participants
20% — Percent of participants invested 100%
in their plan's default option*
$78,800 — Average compensation of plan
participants"
— Quoted in CFO magazine,
December, 2007
*According to the Department of Labor, qualified
long-term default options for employees are limited to
just three: lifecycle funds, balanced funds, and
professionally managed accounts.
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