Transformation: The Onrushing Digital Age Will Change Everything

Posted on December 15, 2014

The modern era has witnessed two great periods of transformation that radically changed the global economy and the very nature of human existence.  The Industrial Revolution of the 18th and 19th centuries and the shift to a postindustrial economy over the past fifty years are old news.  Today, the Global Economy is undergoing a third period of transformation into a new Digital Age that promises to be even more dramatic in its impact.  In this article, we will address some of the forces driving this change and provide our predictions as to which industries and economic sectors will be affected first.  For a video discussion of the topics covered in this email click here.

Manufacturing dominated the American economy for almost 100 years commencing in the late 1860s, but, beginning in the 1960s, manufacturing was rapidly eclipsed by a new services and trade based economy.  A quick look at the chart below demonstrates how overwhelming that trend has been. From 1850 to 2010, primary and secondary manufacturing in the United States dropped from approximately 80% of the US economic output to its current level closer to 20%. Tertiary industries, Clark’s name for what we would today call services, finance, retail, and distribution grew from approximately 17% of the economy in 1852, to 70% today, with the most important portion of this transition occurring since the 1960s.  While the Industrial Revolution took almost 150 years to fully play out, the shift to a services and trade based economy happened in less than half that time.

 Source: Wikipedia

We have now entered a new era that will impact most sectors of the global economy.  This new transition promises even more radical change.  We are only in the early innings, but this game will play out far more rapidly than its predecessors.  Driving this … read the rest

Categories: Banking, Business Survival, Financial Services, Healthcare, Industries, Technology

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Investing In An Age Of Transient Competitive Advantages

Posted on August 24, 2013

John Mason – Originally Published at Seeking Alpha – Reprinted with Authors Permission

In this article I will review the book “The End of Competitive Advantage,” by Rita Gunther McGrath, published by the Harvard Business Review Press in 2013.

I like to think of myself as a “value investor.” That is, I believe that I invest in quality companies that are underpriced. In terms of the quality of the organizations I like to invest in, I look for firms that have established a competitive advantage in their industries and are earning at least a 15% return on equity, after taxes. To judge the quality of management and its staying power, I look for those organizations that have a sustainable competitive advantage, defined as earning a 15% return on equity, after taxes, for a period of five to eight years. And, to capture the fact that a stock may be underpriced, I look for a low price/earnings ratio.

Other factors that have been important in my analysis are the industry share the company achieves and protects and the stability of this share over time. Of course, these are the quantitative factors and must be supplemented by other factors, such as an examination of management, industry make-up, and governmental factors that might contribute to firm performance.

Well, starting right here, Dr. McGrath starts to eat away at this picture. For one, she argues that industry boundaries are no longer that important. She argues that “arenas” are more crucial in the modern environment. The important thing in today’s world is that there are connections between “the outcomes that particular customers want (the jobs to be done)” and “the alternative ways those outcomes might be met” (page 10). Industry lines are not the determinants of what products one should be producing and what markets they should be sold … read the rest

A Wonderful Life for Community Banks?

Posted on December 27, 2012

During the yearend holidays we reach out for the comfort of the familiar.  One of the best ways to do that is to revisit films with a seasonal focus such as White Christmas, Miracle on 34th Street and most particularly It’s a Wonderful Life.  Directed by Frank Capra and released December 20, 1946, the film, starring Jimmy Stewart and Donna Reed tells the story of a young man, George Bailey, who was plunged into a difficult and entirely unfair situation as a result of the actions of others beyond his control.  George is driven to a point of such deep despair that he is considering suicide.  He is saved by a guardian angel and the support of those for whom he has toiled unselfishly for years.  For decades the film has provided us with the assurance that, if we just do right by others, we will ultimately be redeemed.

Great film of course, but did you ever think about the underlying issues that forced George Bailey to consider jumping off a bridge?  Bailey begrudgingly inherited a community-oriented Building and Loan Association in the 1940’s when just before Christmas his Uncle lost over $8,000 on the way to make a deposit.  The regulators had just arrived at the Building and Loan and found the loss.  They promptly issued a warrant for George’s arrest.  Even though he was innocent George was so unwound by the actions of the regulators that he felt his life was at end.

Fast forward to 2012.  This time don’t look for a friendly angel to save a Jimmy Stewart style hero.  On December 4, 2009 the FDIC seized Buckhead Band and sold its assets to State Bank and Trust Company of Macon, Georgia which also assumed the liabilities of the Buckhead Bank.  On December 3, 2012, just one day … read the rest

Microcap Risk – Finders Fee Payment To Unregistered Broker Leads To Chapter XI

Posted on December 2, 2012

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Entrepreneurial companies must now consider a new regulatory risk when raising money for their businesses or negotiating an M&A transaction.  Payment of finder’s fees to unregistered brokers could lead to corporate bankruptcy.  It did so recently for a small biotech firm, Neogenix Oncology, Inc.

Federal and state laws mandate that professionals who arrange/negotiate capital investment or merger and acquisition transactions for a fee based on the success of their efforts must be registered as securities professionals.  I decided when I got into the investment banking business in 1982 that, as expensive and time consuming as regulatory compliance might be, I would have to be registered.  Our firm has chosen to incorporate its own broker dealer, but there are other options open to investment banking professionals.

It’s long been an open secret that some or perhaps even many business advisors have chosen a different path and raise money or negotiate M&A deals without registration.  For many smaller intermediary firms, this has not posed a problem.  Either their activities have not been noticed by the regulators or they are too small for anyone to care.

It now appears that the SEC may be using another approach to assure compliance – turn the accountants and lawyers into its policemen.  In October 2011 Neogenix received a letter from the SEC requesting that the company “provide certain information relating to payments made to third parties (referred to as “finders’ fees”) in connection with the sales of the Company’s common stock”.  Following up on the SEC inquiry Neogenix pursued an internal investigation and reported in its 10-K filed July 12, 2012.

“….. finders’ fees were paid to individuals and entities whom the Company has not been able to confirm were registered as broker-dealers or otherwise properly licensed under applicable state law to participate … read the rest

Categories: Bankruptcy, Distress, Entrepreneur, Investment Banking, JOBS Act, Middle Market, SEC Regulation, Small Business, Uncategorized, Venture Capital

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New Data Drives M&A Valuations to Cyclically High Levels

Posted on October 2, 2012

 

Recently the Wall Street Journal published an article entitled “The Economy Stole My Retirement”. The subcaption reads “Nest Eggs In Peril For Millions Of Entreprenuers in Their 60s And 70s Who Can’t Sell Their Companies”.

Over the years we have met many business owners who just assumed that if they waited long enough a perfect buyer would come along, offer them a great price for their business and pave the way for a timely and comfortable retirement. According to the Wall Street Journal article “Boomer entrepreneurs grew up believing in the American dream that you start a business and eventually sell it for a good return or pass it on to your kids.”

With stagnant revenues and declining profits the norm for many small businesses since the financial crisis, the sad fact is that for many business owners there just won’t be a buyer.  Even worse far too many business owners who receive a serious offer for their firms will make the fatal mistake of assuming that, if they received one good offer, they will receive more and have the luxury of waiting until sale is more convenient or the price is higher.  Many of those owners will regret that decision dearly.

After three+ years of economic recovery, we are at a point in the financial cycle that may soon provide many Baby Boomer business owners with the best opportunity they may see for selling their businesses at a good valuation. For good companies in many industries, earnings have in fact recovered significantly. In favored sectors such as aerospace manufacturing and various technology disciplines, buyers are willing to pay multiples for top performers that compare favorably with those of the mid 2000s when large middle market firms routinely saw offers in high single-digit or even double digit multiples of EBITDA.

Memories … read the rest

Financial Innovation Aids Small Business Borrowers

Posted on August 15, 2012

The most recent Federal Reserve Senior Loan Officers Survey conducted at 64 large banks confirms what we have suspected. After a long period of tightening, loan standards have stabilized and for larger borrowers they have loosened slightly. The survey provides less hope for smaller borrowers, shown in red on the chart below.

(Click on Image to enlarge)

This confirms data we published previously showing that small business lending has entered into a choppy period in 2012 after seeing moderate improvement from the 2009 lows during 2010 and 2011. Things are only likely to get worse for smaller borrowers as their natural allies, the community banks, struggle with maturing underwater CRE (commercial real estate) loans, continued pressure from their regulators and rapid industry consolidation.

FDIC data shows that bank credit availability is likely deteriorating for many cash starved small businesses. From December 31, 2010 to March 31, 2012, C&I (commercial and industrial) loans at banks over $1 Billion, i.e. those that focus on lending to large multinationals and mid-sized domestic firms, grew approximately 20% from $1 Trillion to $1.2 Trillion. For banks under $1 Billion, i.e. those most focused on small business lending, C&I  loans actually dropped 6% during the period from $110 Billion to $103.5 Billion.

We increasingly see smaller firms struggle to obtain funding if they do not have adequate hard collateral (equipment, inventory or receivables) or if the owners don’t have personal assets to pledge to support the loans. If you are a small business with a capital need to support a growing business, you’re asking “what options do I have?” Recently some innovative non-bank financial services firms have stepped into the breach and are beginning to offer new forms of small business finance based not on specific collateral, balance sheets or income statements, but on a company’s proven ability to generate … read the rest

U. S. Small Businesses Heading Into Choppy Waters

Posted on August 9, 2012


Source: Paynet

Small business lending has grown steadily since the end of the recession.  The Thomson Reuters/PayNet index focuses on loans to borrowers with total indebtedness under $1 million.  In a related story it was reported that preliminary June data not reflected in the chart above shows a sharp 5% drop in small business lending.  The article paints a rather gloomy picture for small businesses and the economy as a whole.

PayNet President William Phelan explained, “Businesses and bankers should prepare for more slowdown. Now might be the time to consider adding capital. Credit supply is high and interest rates are incredibly low.” Phelan added “banks should strengthen credit quality to prepare for further slowdown. Stress Tests show that a full blown recession means small business failures could triple.”

According to Paynet the Thomson Reuters/PayNet Small Business Lending Index (SBLI) measures the volume of new commercial loans and leases to small businesses indexed so that January 2005 equals 100.  Because small businesses generally respond to changes in economic conditions more rapidly than larger businesses do, the SBLI serves as a leading indicator of the economy. The index is a highly correlated leading indicator of the GDP by 2 to 5 months.

There is some good news in the report.  Small businesses have been steadily improving their balance sheets since the beginning of the recession and loan delinquencies are at historically very low levels, with severe delinquencies much lower than 2005 the first year for which data is available.  However, the report goes on to say that small business investment rates are lower than in 2005 as companies pay down debt and build cash.  Banks are under-loaned with loan to deposit ratios of 60-70% and are competing hard for the few high quality loans that are available.  While businesses are being cautious in this difficult … read the rest

Preparing for an Asset-Based Financing

Posted on November 20, 2011

Many businesses have recently faced a new reality when they are abandoned by their traditional commercial banks and are forced to search for non-traditional sources of capital. Commercial banks have tightened their credit standards dramatically over the last several years or have abandoned commercial lending entirely. For many middle market distributors, manufacturers and service firms, asset-based lending (“ABL”) may be the best alternative.   Such firms typically have plentiful working capital assets that have historically not been leveraged to their full potential.

The basic concepts of an asset based financing are simple.  Rather than rely on balance sheet ratios or the earning power of the business, the lender can advance funding based upon the expected net liquidation value of the available collateral, typically inventory and receivables.  In theory asset based lenders (sometimes call “hard money lenders”)  can provide funding to even the most troubled borrowers.  In fact debtor in possessions (“DIP”) loans in Chapter XI bankruptcy have been a stock in trade for a number of such lenders.

The reality of ABL financing turns out to be more complex.  Most ABLs do care about the financial condition of their borrowers and will expect to see historical cash flow performance that supports loan payment plus a comfortable cushion. The resulting financial package will often include a variety of constraints, many of which the borrower may not be aware of until the closing table:

  • Restrictions on advances, dividends, and other related party transactions
  • Restrictions on capital expenditures and leases
  • Strictly constructed personal guarantees (including spousal)
  • Tight financial covenants
  • Requirements to maintain excess liquidity or deposits
  • Reserves for technical collateral protection issues (landlord payments, payroll taxes, lender-perceived weaknesses in working capital collateral, etc.)
  • Prohibitions on disposition of assets
  • Prohibitions from entering alternative financial arrangements and acquisitions
  • Surrender of cash management to the lender

Planning for the Transaction

It … read the rest

Gear Up for the Refinancing Wall

Posted on November 14, 2011

Remember the fall of 2009? We had just survived the worst financial crisis since the Great Depression and the stock market was enjoying the early stages of a very powerful bear market rally. We could all breathe a great sigh of relief. Of course a few party poopers were still around to remind us in articles like this one published by the Wharton School that a mountain of debt built up during the bubble years of 2006 and 2007 would need to be refinanced by the middle of the next decade. This debt, measured in the trillions of dollars, encompassed both commercial loans–many generated to support highly leveraged buyout financings–and commercial real estate funding.
Chart: Distribution of leverage loan maturities, 2010-2018
Source: Ancala.com

No need to worry, 2012 was a long way in the future. Well that future is now and Wall Street is again teetering on the brink of panic. Many firms that survived the crash have seen their profits–if not their revenues–return to past highs. Large profitable corporations have successfully refinanced much of their debt with very low cost long term bonds. For much of 2010 and the first half of 2011, strong high yield and leveraged loan markets enabled even middle market firms to stabilize their debt with relatively low cost funding as well. So the question is, “Have we dodged the bullet?”

Unfortunately, two recent reports answer the question with a resounding NO. The Financial Times, in an article entitled “Door Slams Shut for Corporate Have-Nots,” describes a two tier world in which a few very strong companies like Apple Inc. have taken advantage of the recovery to build up tremendous hordes of cash. On the other hand, weaker firms remain overleveraged and at extreme risk in the event of another financial crisis or a material rise in interest rates.

To accentuate the depth of … read the rest

Welcome to Capital Matters

Posted on January 2, 2011

Even the most casual observer of the current economic scene, knows that that there is something different about the way capital is being allocated in the American economy today.  Billie Holiday had it right in her classic, God Bless the Child, written in 1939 at the end of the Great Depression and updated for the Baby Boomer generation in 1968 with the great Blood Sweat and Tears version.

Them that’s got shall get
Them that’s not shall lose
So the Bible said and it still is news

Yes, the strong gets more
While the weak ones fade
Empty pockets don’t ever make the grade
Mama may have, Papa may have
But God bless the child that’s got his own.
.

A 2010 update could be speaking about the major multi-national corporations and big banks, which surely have their own and then some.  On the other hand “Main Street” private companies are more likely to relate to verse two, singing the blues refrain that “empty pockets don’t ever make the grade”.  Yet the data is irrefutable: jobs in America are created by small, growing firms, not by the corporate giants.  When the recovery comes, and it always does, where will the money come from to fund the growth of the companies that we’re counting to create the jobs?

To answer that question the Tough Times blog has moved to Capital Matters.  Here we will focus on the critical financial issues that face Main Street American business in this new decade as economic conditions slowly begin to improve: Where will the money come from to support renewed growth?  We will cover topics of current interest to business owners and their advisers with a focus on economics and finance as they impact private and entrepreneurial firms.  We will also dive deep to provide practical insight … read the rest

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