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Don’t Let Excuses Prevent Success

“I coulda had class. I coulda been a contender. I coulda been somebody, instead of a bum, which is what I am…” line by Terry Malloy (Marlon Brando) from the movie “On the Waterfront”

I am lucky; every day, I get the chance to meet bright, enthusiastic young entrepreneurs just beginning their journey as well as those who have mastered the art of being a business owner and are enjoying the fruits of their labors. Whether they are just starting out and are driven by the hope of success or reflecting on their accomplishments, whether they are young or mature (I hate old), they all share one common trait – – they never let excuses hold them back. Every obstacle is only a challenge; every failure a learning experience. Unlike Terry, they never lamented over what could have been; they made their way and remained focused on what they wanted. So, a valid question is why do I wax nostalgic at this point? Like most ideas I share, the roots are in the commonality of my experience.

Many of us who offer guidance to entrepreneurs try to be as practical as possible. We all create lists of dos and don’ts. I am guilty of this as well; my blogs include the Top 10 Points of Focus for Success as well as the 10 Reasons Why Startups Fail. We believe that making it simple and formulaic somehow makes it easier to comprehend and perhaps spurs a reader to action. But as one of my favorite clients used to say, “Says easy; does hard.”

So in keeping with this, simple is better approach, I offer the following for your consideration. Most accept the theory (I know I do) that most problems can be solved with a combination of three resources – – time, money and people. We can always use more of each to help us through the day, but I am discouraged when I see entrepreneurs falling back on the lack of resources as an excuse. Just some examples.

I met with a startup tech company that was looking to raise money. Table stakes here are developing a Minimum Viable Product (MVP). They apparently had the capability and resources at hand to achieve this milestone but were so focused on the “raise” they did not take the time to take this important first step. Needless to say, their timeline to raise funds (if they ever do) is now much longer. Their view; investors just don’t get it. If I only had the time…

Entrepreneurs at all stages can always use additional money. When the topic comes up, I am sometimes amazed at the responses when I ask two simple questions: how much do you need and what for? Believe me, I have heard more than one lament as to how fussy or ignorant potential investors are for asking. Really?

Mature businesses often do not take the time to recruit/develop the next generation of managers, and then are shocked when they try to exit and potential buyers shy away. I hear how potential buyers just “don’t appreciate the value I have created.”

So if this sounds familiar, I suggest you take a deep dive and find out what is really preventing you from getting to the next level. We all know that with additional time and money we could have “been something,” but isn’t the real question, “How come so many others are?”

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Getting Your Pitch on the Right Page

“I am them, they are me, we are all singing, I have the mouth.” – a line from Fabiola, a Mel Brooks character.

So another week of reviewing pitch decks has passed, and as the saying goes, “The more things change; the more they stay the same.” I like to reflect on my comments on decks from the last week or two and search for commonality. This week seemed to indicate that founders are struggling a bit expressing their vision.

Here are some ideas that may help:

  • Don’t be too esoteric. Much like the Mel Brooks character above, don’t hide your vision by burying it in language which makes the reader feel like they have to interpret Plato’s “Allegory of the Cave” in order to get your point. Instead, state clearly the nature of the problem you are solving. You may think the correct interpretation of your pitch will result in investment, but be careful. That sound you hear may just be indigestion.
  • Try to avoid repeating. Once you have outlined the problem and solution, assume the reader can follow and will move on. Having to repeat your key concepts more than once (save for in the body and closing) may not add value to the investment thesis.
  • Less is more. Related to the previous subject, a deck should be no more than 20 or so slides. It is a vision piece, not courtroom evidence or a master’s thesis. I would suggest a useful exercise from my college communications course – pretend each word costs you $1,000; then review your pitch with the goal of cutting costs.
  • Acronyms can confuse. In an attempt to show your market prowess, using abbreviations may showcase your industry knowledge, but is every investor as in tune as you are? You want people to know when you use AI that you are talking about artificial intelligence and not aortic insufficiency, so words may trump abbreviations.
  • Show a picture. I do believe a picture is worth 1,000 words but I believe value is conveying the right ones. Have a simple visual of the customer, your product and the problem with limited notes that highlight the interplay. When I explain succession planning, I now find it is easily understood when I show three intersecting circles representing family, management and ownership. We relate better to something we can see.
  • Practice, practice, practice. You have to start by making your pitch in front of family, friends or advisors. Start with the request that they point out at least one or two things they would do differently if they were making the pitch. Honest feedback is worth its weight in gold.

Please keep in mind that the more eyes who see and honestly comment on your pitch, the better it will be. It is crucial to make sure that while you do not want to lose your vision; if others cannot see it (aka be on the same page), you will probably be disappointed in the value your deck brings. Simple steps like the above can bring you an improved result.

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Stages of a Business Life Cycle – Why It Matters Where You Are

“Where you stand depends on where you sit.” – quote attributed to Rufus Miles of Princeton University

I have been privileged to serve businesses in all stages of their life cycle. For example, I am now helping an owner sell the business I helped him to acquire over 30 years ago. Over the years, I have helped companies deal with a wide variety of issues and realize the commonality is often the current stage of the life of that business. More importantly, focusing on “where you stand” in the cycle can help an owner address the typical issues they will probably face not only in this stage but the next. It’s the old “I am more afraid of what I don’t know” syndrome I see so often. So while a complete listing of what to consider at each stage is way beyond the scope of any blog or article, some brief highlights will get you thinking.

It may have been the Boston Consulting Group or another organization which introduced this concept (or a derivation thereof) years ago, but to me there are typically four stages of the business life cycle:

  1. Startup
  2. Emerging
  3. Growth
  4. Mature

Startups are characterized by developing proof of concept, they are pre-revenue, may have a minimum viable product (MVP) and the owners are usually trying to define themselves. Challenges are funding, funding, funding (angels, friends and family), sharing equity and recruiting team members (usually centered around those that believe in the founder(s) vision.)

Emerging companies do have an MVP, some traction, and are looking to develop an effective approach to the market. They have raised funds from friends and family and are looking for that next round. Challenges are more sophisticated funding (VC’s, etc.), honing the customer experience, the product and approach, expanding the team, more disciplined equity grants and trying to keep control over everything – – being a bit more “directed” but monitoring culture.

Growth is when you start to hit stride. Product is developed and is appealing to the sweet spot of the market. Financing is less of an issue and you probably have cash flow to fund basic growth: your balance sheet is your friend. Team members are now recruited with more specific objectives in mind. Equity is more guarded (like a fine wine) and delegation and timely reporting of Key Performance Indicators replaces informal chats as to “how things are going.” Discipline works its way into almost all aspects of the business and controls (versus control) is the key word of the day. Organic versus acquisition growth is a constant subject of discussion.

Mature companies have usually achieved stability in market presence, financial rewards and in management team composition. Thoughts turn to succession planning, risk management (protecting what you have built) and perhaps an exit plan. Processes are helping keep the business intact and acquisitions and dispositions are a more frequent part of the conversation.

So there are issues to address at each stage in the life cycle, and at times, owners get a bit ahead of themselves like adolescents tend to do. Hopefully, by identifying where you are in the process and understanding that where you stand depends on where you sit, you will be able to successfully see your way through it.

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Stock Books Are Not Checkbooks

Leo Bloom: “She also owns 50 percent of the profits.”
Max Bialystock: “Mrs. Alma Wentworth.”
Leo Bloom: “She owns 100 percent of the profits.”
Max Bialystock: “Leo, how much percentage of a play can there be altogether?”
Leo Bloom: “You can only sell 100 percent of anything.”
Dialogue from Mel Brook’s 1968 classic The Producers

When I first started consulting with owners on equity sharing (a long time ago in a galaxy far, far away) I never thought that four decades later I would still be giving advice on the same subject. But to quote Ronald Reagan, “There you go again.”

I was just brought in to consult with an early stage company that has concluded (and I agree) that the time is right to join forces with a larger organization in order to “ramp up” and maximize the potential of the product they have developed. We are helping with the efforts to prepare the company for sale. Quite honestly, in most cases the task at hand relates to analyzing and summarizing financial data. I am always amazed that so many (almost every) early stage companies I go into have an array of valuable financial data that could really help the owners more effectively run their business, but most do not want to spend the money to get it. So it is usually up to the accountants to either verify the data by completing an audit or analyzing the data as part of the due diligence process. But I digress.

One of the first questions I raised was if the company had any contracts with key employees or vendors. The first answer was no. Well, I soon learned that while in the owners’ minds there were no contracts, they did have letters outlining deferred pay and stock ownership for at least 12 current and former employees and vendors; everyone from an old landlord to the ex-CIO. As we started to put together a rough “cap table,” the dialogue above came to mind. We finally herded all the stray cats and assembled a very ugly picture. In addition to the dilution, it was fraught with business, tax and (dare I say it) accounting issues. A great deal of time and fees later, I sat down with the owners to understand how this had happened.

Their response harkened back to what I heard 40 years ago; they did not have the cash so they offered ownership instead. So here are my three reasons why this is a bad idea:

  1. Lack of faith – in most cases, these “deals” are exchanges on a 1 to 1 basis; like exchanging $5,000 of rent or pay for an equivalent number of shares in the company usually at or near founder prices. If you really believe in your company, how does this demonstrate your faith in its future value?
  2. Tax issues – without getting into the gory details, unless you do the right things at right time, there can be unforeseen tax consequences. Nothing says I appreciate you more than a tax bill with no cash to pay it.
  3. Control – unless you follow the right discipline, you can end up with stock ownership in the hands of someone who has underlying interests which may not be consistent with yours. This is never a good thing.

So if you are an owner, please treat your equity like a precious child and only use your stock book as a checkbook as a very last resort.

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What is an Exit Plan?

“We’ve Gotta Get Out Of This Place” – classic 1965 song by The Animals

I have come to expect the “exit” question from my mature business owners but I am hearing it more from emerging businesses these days. At times prompted by reaching inflection points, changes in key personnel or just pure exhaustion, owners want to know the best way to “exit stage right.” The key questions center around, “Is the timing right?” and, “Am I at the point of getting the most from what I have built?” Well as Robert De Niro’s character Paul Vitti said in “Analyze This,” “It’s a process.” So let’s take a closer look.

I had the privilege of serving as Chair of the Business Exit and Succession Planning Committee of the NY State CPA Society and we had a process for both of these milestone events. The “seven steps” of an exit plan with some comments follow below:

  1. Identify owner(s) exit objectives. This is the gaiting factor. The owner has to be confident it is time to move on and most importantly, that he or she has something to go to. This is particularly important for more mature owners.
  2. Quantify business and owner financial resources and needs. Tied closely to the first point, the calculation of “what you need” many times governs “what you want.” You have to complete the exercise to calculate what you need to live, and I will assure you your estimate of this amount will be grossly underestimated.
  3. Maximize and protect business value. Performing a SWOT analysis on your business and even some sell-side due diligence (see my 11/18/16 post Seller’s Due Diligence – An Emerging Tool in the Sales Process) will help you clarify how others might see you and what pieces have to be “fixed” before you start on this journey.
  4. Consider ownership transfer to third parties. Sometimes the hardest decision to make; especially for family owned businesses who hate to see control of the company go outside the family. But if liquidity and exit are important, this may be your best alternative.
  5. Consider ownership transfers to insiders. So you want to keep it all in the family. A common transaction is a sale from one generation to the next. It may not maximize liquidity but it accomplishes a very common emotional objective.
  6. Ensure business continuity. Nobody wants to buy a business (or at least pay good money for it) that is winding down or appears to be at the end of its useful life. I know it sounds counterintuitive but regardless of the exit plan, a robust program to keep the business intact and growing should be part of your exit strategy.
  7. Complete wealth and estate planning. Whatever you reap from your successful exit, you need to do some planning in advance to make sure taxes are minimized both for you and your estate.

So there it is; a brief journey through the exit plan process. As you would suspect, there are professionals who can act as your guides to help ensure your plan is a success and as in all things in life, the more time you have to prepare the higher the chance it will be successful. So while it might be “the last thing you will ever do,” follow the process and hopefully your journey will be a success.

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Show Me The Money – The Question Early Stage Fund Seekers Are Afraid to Ask

“Fundraising is the gentle art of teaching the joy of giving.” Quote from Henry A. Rosso – fund raising master

Over a long Holiday weekend, I had the chance to read through and comment on a handful of pitch decks. It may have been my good mood, but I really think the quality of these decks is getting better especially as it relates to early stage fundraisers including most of the basic components of a solid deck. There are plenty of guides out there to show what the contents of a deck should be – – in fact we have a good one at our Withum website if you just go to withum.com and search for “pitch deck.” So as Mona Lisa Vito from My Cousin Vinny would say, “So, what’s the problem?”

Despite the better quality, I was amazed to see that except for one deck, there was reluctance for these companies to address the “proverbial elephant in the room” – – namely stating how much money they are looking for and how they are going to use it. It appears to be like the fear of asking someone out on that first date.

So for our fundraising friends out there, here are five simple Dos and Don’ts when it comes to covering the “ask” in pitches:

  1. Do tell investors how much money you are looking for. Be clear about how much and how you are willing to layer rounds in, say as you achieve certain milestones.
  2. Do support this amount with summary (and detail if requested) calculations including a reasonable reconciliation to your basic cash flow. Provide a summary phrase that is descriptive of each major goal. A phrase like “develop a mobile app” is more helpful than “ramp up operations.”
  3. Do indicate to investors your flexibility as to form of investment. If you are comfortable with convertible notes, or SAFE documents or prefer a straight common stock investment, help guide a potential investor.
  4. Don’t show funds will be used to settle old debts or for significant owner salaries. Paying off old problems like existing debt or back pay does not move a business forward. Setting aside an amount for some minimum salary / payment to owners for their survival is not fatal but it probably helps if this can be avoided.
  5. Don’t imply this amount of funds is all you will need unless your projections clearly indicate this to be the case. Nobody likes the gift that keeps on giving. It is a frustration for investors and it is better to state upfront where you expect to be once the money is spent and how you will be positioned for the next stage of your growth.

The punchline here is not to forget the punchline. Just think about telling a long story and leaving that all important ending out. Listeners will look at you quizzically – – they expect – – in fact they demand you bring the story to a close. It is the same with your pitch deck. Potential investors want to know the punchline – – what do you need and how are you going to use it? Teach them the joy of giving.

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Seller’s Due Diligence – An Emerging Tool in the Sales Process

“A lack of transparency results in distrust and a deep sense of insecurity” – Dalai Lama

I hope this quote doesn’t set too serious a tone for this blog, but much like the probable impact of the most recent election, change is in the air. Over the past couple of years, we have seen a concept emerge which, as one of my favorite clients would say, is “counter-intuitive.” That concept is referred to as seller due diligence (also at times referred to as a Quality of Earnings report) and it is increasing in popularity in mid -market M&A transactions. In the past, we were often approached by investment bankers or companies considering a sale to perform either an audit or a review. But more and more, that request is being modified to incorporate a seller’s due diligence report. But what is it and how does it work? First a little primer.

Accountants are guided by professional standards as to how and what they can say in a report. When it comes to financial statements, the most common accountants’ reports are called audits or reviews. Now the accountants out there will beat me up a bit for my layman’s description, but a review says nothing has come to the accountant’s attention that leads them to believe the financials are not fairly stated. This is often referred to as “negative assurance.” (We are accountants and not literary geniuses.) In an audit, which is more expensive and requires a lot more work, the accountant states in their opinion the financial statements are fairly stated. So in both cases, the focus is basically on the fair statement of the financials and those horribly worded phrases called footnotes. It is more that the numbers appear OK versus what do they really say.

In a due diligence report, there is more color as to the why. For example, an audit or review will show that margins this year may be lower than last year but there is no explanation as to why. A due diligence report would cover this as well as trends, details on balance sheet components and other analysis of the business. So right now, you might have two questions:

  1. Why not get a due diligence report vs. an audit or review?
  2. Why show a potential buyer your weaknesses by providing such a report? Keep in mind, this type of report highlights both the good and the bad.

To answer the first question, the audit and review both provide some assurance that the numbers are fairly stated. There is no such assurance (even limited as in the case of a review) in a report on due diligence. More and more, we are being asked to do both a review and a sellers’ due diligence report.

As to the second point, most transaction professionals will properly advise their clients that big checks are not written by buyers without a due diligence report, so why not make it easier for a potential buyer to understand the inner workings of a target. Being prepared on your own terms for this process is becoming a “best practice” for companies seeking substantial investment or a full exit.

So if you are contemplating this type of transaction, consider a seller due diligence report. I just completed a deal and am convinced its use helped to both identify a serious buyer more quickly and significantly expedite the whole transaction process.