Sticking It To Shareholders

One of the by-products of the Bear Stearns “rescue” was the destruction of shareholders wealth. Forget the fact that the office building was worth US1 Billion; forget the fact that book value was apparently US80.00 per share; forget the fact that it’s share price fell 47% real quick. At the end of the day, when debt levels are officially “toxic” and cash flow is negative, the company was worth about US2.00 a share.

It’s worth remembering that Bear Stearns had a policy of actively encouraging employee share ownership. 30% of the company was owned by its employees, many of whom were subject to lock-up agreements as to when they could sell their shares. The point is now moot. Their shares are worthless. Ironically, this was the result of the company being deemed too important to fail.

Further, according to a report on Bloomberg TV today aired in Hong Kong, Bear Stearns had US50 - 60 Billion in liquid assets. Really? What took them so long to wake up and turn them into cash? After all, it was in August 2007 that they first reported that 2 of their hedge funds with exposure to mortgage derivatives, were in trouble.

For SMEs the sobering lesson is the fundamental importance of cash flow and liquidity. SMEs are notoriously lax in monitoring cash flow especially from their Receivables. In fact, look at the Accounts Receivables Ageing Report of an SME and it’s often shocking just how many Receivables are outstanding for more than 90 days or worse, more than 120 days.

Whilst they may be presently listed on the Balance Sheet as Current Assets and potentially liquid, the longer they remain outstanding, the greater the risk that they will turn toxic. In time, the Accountants will advise the company to shift those Receivables further down the Balance Sheet to Bad Debt. In other words, those Receivables are written off. The Invoice, which should have generated cash, is now a worthless debt instrument. Effectively, it’s no different to the massive writedowns witnessed on Wall Street from flakey mortgage backed securities. In either case, the cash flow is crippled.

SMEs don’t have the luxury of US Federal Reserve bail outs. The crippling of cash flow results in an erosion of shareholder equity. Yes, you can be profitable, and at the same time you can be insolvent. That’s the lesson Wall Street is now learning to its huge embarrassment.

And if the SME has lousy cash flow, is technically insolvent, is saddled with Bad Debts and has no other liquidity options, the Directors, who are usually the major shareholders, are holding potentially worthless shares.

© 2008 Sanjeev Aaron Williams All Rights Reserved

Manna From Heaven

“Leveraged risk is a cancer in the market”

So reported the online edition of the British newspaper Telegraph on 7 March 2008, apparently quoting UBS (and they should know, right?)

SAW decided to keep that quote, figuring that something would pan out in the coming days – and it did. First, the default and collapse of Carlyle Capital and then………. Bear Stearns, Wall Street’s fifth largest investment bank, nearly panned out, following a loss of confidence by hedge fund clients who withdrew their cash. All this against an accelerating backdrop of rumour and innuendo from 6 March 2008 that European banks, fixed income and stock traders had stopped trading with Bear because it was having trouble with daily liquidity and that it was not receiving short term financing from banks. You just knew something was very wrong.

By 15 March 2008, despite repeated statements from Bear executives that solvency was not an issue (the real clue that it really was), the US Federal Reserve and J. P Morgan Chase stepped in with an emergency cash lifeline for 28 days. The Wall Street Journal’s online report for 15 March 2008 spells out the sequence of events.

Since Bear is technically an investment bank and not a commercial bank, it could not receive the money directly from the Fed. Instead, the Fed lent the money to J.P.Morgan, a commercial bank, who then re-lent it to Bear. The Fed assumes the risk of default.

So what are the lessons in all this for SMEs?

• You don’t have, or at least you shouldn’t be having, the apparent luxury of massive debt to equity ratios. One of the more astounding facts to come out of Wall Street last week was the revelation that companies like Bear were leveraged in mortgage-related derivatives at 32 times equity. That’s a fancy way of saying that you have one dollar in your left pocket, but you owe 32 bucks from your right pocket – and you don’t have any cash flow. How long do you think you could survive?

• The more complex the derivatives, the deeper and more pervasive the risk of default. Let’s make one thing very clear. There is a difference between the sub-prime residential and other “asset” backed (read plasma screen TVs) mortgages – which are theoretically quantifiable, and the mountain of structured finance (read paper transactions) which sliced, diced, chopped and pureed these mortgages into ever more sophisticated and ultimately toxic cocktails whose value is unknown – except for the blatant fact that whatever it was, it ain’t now.

• By way of contrast to (1) and (2) above, the sale of Invoices through Factoring does not result in debt. First, it improves your debt to equity ratio. Second, it improves your Balance Sheet (because the Invoices, which are listed as Current Assets, are converted into cash). Third, it improves your cash flow. Funny how Wall Street titans forgot that the more dodgy the security, the worse your cash flow, the Balance Sheet and debt to equity ratio. Pretty basic stuff.

• For an SME, the unpaid commercial invoice is a quantifiable asset. The due diligence that the funding source does on the client and the ultimate payor ,is the assessment of risk to determine manageability. It's a tried and tested recipe without dubious notions of "mark to model" valuations.

• And the rumour and the innuendo? SMEs are sometimes concerned that Factoring will damage their reputation or give the impression that they are financially unstable. It’s well known that Fortune 500 companies factor to improve their cash flow. An SME that is cognizant enough to guarantee its cash flow through factoring, capitalize on the time value of money and ensure that Receivables outperform Payables, will be the subject of one kind of rumour. Smart.

© 2008 Sanjeev Aaron Williams

Lessons Learned

This blog has dealt extensively with sub-prime. But how does all that relate to private SMEs who are interested in improving their cash flow for the purposes of growth or survival? What lessons can be learned?

1. Surrender of Equity

Factoring does not involve going to foreign investors - Sovereign Wealth Funds in particular - and giving up, or issuing, equity in the company. Just ask Citigroup or Merrill Lynch.

2. Management Changes

The funding source will not demand management changes at Board level as a condition of funding (unless there’s suspected or actual fraud).

3. Debt-Free vs. Debt

Factoring is effectively debt-free growth for the company. It is based on the SALE of the commercial invoice to the factoring company. That invoice, which represents future cash, is a genuine asset. The factor buys it from the company at a discount from its face value and the company gets cash almost immediately. The factor then looks to the company’s ultimate debtor for payment of the full face value of the invoice.

Sub-prime was debt-ridden at all levels with catastrophic results. For the lenders, the “assets” of the individual debtors were either cars or plasma TV sets (which have no residual value) or the assumed ever-increasing value of a home which they knew fully well the debtor could not afford. The basis of sub-prime rested on loading credit challenged individuals with even more debt and then repackaging the “assets” as “safe” corporate investments for Wall Street and beyond.

4. Credit-Worthiness

Factoring is strongly dependent on the credit-worthiness of the company’s ultimate debtor. This is because the ultimate debtor remains liable to the funding source for the face value of the invoice. That is why factoring companies who are buying the invoices, demand to know details of a company’s debtors and run checks on them, including verifying that the invoice issued to the debtor is genuine. If the factor has doubts on the credit-worthiness of the ultimate debtor, funding for those invoices will be refused. Period.

One of the hallmarks of the sub-prime fiasco was that the credit-worthiness of the individual debtor, who often had a lousy credit rating to start with, was fudged or dishonestly recorded to make it appear better than it was. Everybody knew what was going on and simply turned a blind eye. Risk was compounded.

Factoring seeks to minimize uncertainty on 2 fronts: for the company seeking guaranteed predictable cash flow; and for the funding source that assumes the risk of repayment from the ultimate corporate debtor.

© 2008 Sanjeev Aaron Williams & Cashwerks All Rights Reserved

Stating The Obvious

It’s mind boggling to discover just how much difficulty business owners have in grasping the concept of a “final sale” in the context of factoring.

Start with this: For an invoice to be factored there MUST be a final sale B2B.

In other words, there has to be a completed product or service that has been delivered to and accepted by the customer – and on which, payment is now due.

• Forget about factoring partial deliveries where payment is not due until final delivery.

• Forget about factoring invoices on returned items.

• Forget about factoring invoices for sale by consignment i.e. the debtor does not have to pay until it has re-sold the product.

The Reader is also referred to previous posts under the label, “Commercial Invoice”.

© 2007 Sanjeev Aaron Williams & Cashwerks All Rights Reserved

The 3 Parts Of Factored Funds

The previous post alluded to the 3 parts of factored funds:

"Having purchased the Receivables, the funding source will initially advance 75% - 90% of the invoice amount up front and will pay the remaining amount – minus a service fee – after the Client’s Debtor pays the full value of the invoice to the funding source. The service fee is expressed as a discount from the face value of the invoice. The discount varies according to the length of time the invoice has remained outstanding."

Advance
This is the dollar amount the funding source will fund initially. It is always expressed as a percentage of the face value of the invoice

Example: if an invoice of $100,000 is being factored and the funding source says it will advance 90%, the client will receive an initial funding of $90,000.

Reserve
This is the dollar amount held back until the ultimate debtor pays the funding source. Once it is paid, the funding source releases the Reserve to the client (minus the service fee i.e. the discount)

Factoring companies have differing policies and time lines as to when the Reserve will be released to the client. Some funding sources like to keep a semi-permanent Reserve as partial security for the risk they are incurring in factoring.

Discount
This is the service fee for funding the invoice and is expressed as a discount from the face value of the invoice. The discount varies according to the length of time the invoice has remained outstanding.

Example: 2% 30 days

Obviously, the longer the invoice has remained outstanding, the higher the discount from its face value since the risk of the factor not being paid by the ultimate debtor, increases. That’s why it’s usually a good idea for a business to factor the invoices of its best clients i.e. its fastest paying clients, first. They will receive a lower discount rate on those invoices whilst increasing their cash flow.

© 2006 Sanjeev Aaron Williams & Cashwerks All Rights Reserved

Factoring 101

Where a business has already supplied goods and services to another business (not an individual consumer), it can sell the Invoice to a 3rd party for immediate cash at a discounted value, rather than waiting for its customer to pay up. Factoring is the sale of commercial paper. The 3rd party, having bought the Invoices from the business, now assumes the risk of obtaining payment from the customer.

The company that BUYS the invoices is the Factor (or funding source). The company that SELLS its invoices (also known as Accounts Receivables) is the Client. The company to whom the invoice was addressed, and which remains liable to pay the Client’s invoice, is the DEBTOR.

Having purchased the Receivables, the funding source will initially advance 75% - 90% of the invoice amount up front and will pay the remaining amount – minus a service fee – after the Client’s Debtor pays the full value of the invoice to the funding source. The service fee is expressed as a discount from the face value of the invoice. The discount varies according to the length of time the invoice has remained outstanding.

Factoring is NOT a loan. The Client sells its invoices to the Factor at a discounted amount in return for virtually immediate capital. There is no need for the Client to wait 30, 60, 90, 120 days or longer for its debtors to pay its invoices, or run the risk of declaring them as Bad Debts. In other words, the business that sold the invoices for cash, capitalized on the time value of money.

When a bank extends a line of credit, it means that the company is, or soon will be in debt. In private Factoring, there is no loan and there is no debt. The amount of money available pursuant to a sale of the invoices is based not on the creditworthiness of the company – but of its customers. As the company sells to creditworthy customers, more money is made available and the business can grow exponentially – debt free.

When deciding to factor, the funding source is more interested in the creditworthiness of the Debtor i.e. the payor of the Invoice, because the funding source, in buying the Invoice from the Client, will look to the Debtor for payment.

© 2006 Sanjeev Aaron Williams & Cashwerks All Rights Reserved

Commercial Invoices & Factoring

Factoring is all about the funding source buying the commercial invoice. In other words, the funding source buys commercial paper.

A company seeking Factoring legally assigns the invoices to the Factor. Depending on the financing needs, the company may assign, from a specific date, all invoices as they arise or, it may simply choose to factor certain invoices over a set time period to get them over a cash flow hump.

© 2006 Sanjeev Aaron Williams & Cashwerks All Rights Reserved

The Commercial Invoice

It's an essential document that evidences the sale of goods or services in a B2B transaction. Yet, it's often taken for granted and not properly scrutinized.

Since Factoring is all about the funding source (the Factor) buying the commercial invoice, herewith is a summary of the important features of an invoice in order for it to qualify for Factoring:

1. Value Of The Invoice - This must be clear and unambiguous. Rarely is there any problem in determining how much the debtor owes to the vendor.

The invoice will usually itemize the quantity of the product of length of time the services were provided. This will be done by a unit price and a total price for the product or service delivery.

2. Payment Terms - The invoice must have the payment terms clearly stated on its face. To be factorable, the invoice must be payable in full and must be in respect of a completed supply of goods or services.

The Factor has to be pretty sure that the debtor will pay within that time frame. Otherwise, factoring fees and discount rates may be affected. The longer the debtor takes to pay, the greater the risk of default - and the greater the risk to the Factor buying that invoice.

3. Verification - The invoice will have the name and contact details of the debtor required to pay it. When it is submitted to the Factor for funding, the Factor will always verify the authenticity of the invoice to confirm that the debtor will no make any set-off, charge-back or adjustments to the invoice amount.

© 2006 Sanjeev Aaron Williams & Cashwerks All Rights Reserved