Should your start-up consider a convertible debt deal?

Recently a new friend and prospective client asked me about a financing opportunity that had been presented to his bootstrapped start-up. He asked me the advisability of accepting a convertible debt offer versus straight equity financing. The answer I provided was general, as the question was general, and because I was not familiar with his company's valuations or deal specifics. I am familiar, however, through my experiences with other clients and mentees, and through teaching a small business course, with the options.

Fortunately, my friend’s question was whether or not he should even consider a convertible debt deal, not advice on whether he should actually take it. (That took the pressure off of me.) I assured him that it was in fact a common practice for a firm at their level of maturity and it was likely to be a more favorable solution for them. This wasn’t financial advice (I’m a marketing guy, after all) but I thought I’d share my reasoning more broadly.

Firstly, however, let’s define our terms.

Equity financing is financing by issuing shares of the company. While rumored to be the simpler of the two approaches, at least for mathematics challenged types such as myself, in fact the tricky part for early stage start-ups is determining the valuation of the company. There are as many approaches to this as there are founders and investors (and stages of growth), but through several formulations and more than a little guesswork, ultimately the company value is “simply” the figure investors and founders agree that it is.  Post-investment value is just the pre-investment value plus the investment. It can all contained within simple t-chart accounting.

Convertible debt is borrowing money where your intention, and that of the investor, is not to pay back the loan with interest as in a typical loan, but to convert the debt to equity in the company at a discount (typically 20%). The terms, timeframe, discount, any valuation caps, are all negotiable, and vary widely. The debt also has an option to be paid prior to maturity with an outright cash payment should circumstances change.

So which is better?

To quote my old graduate B-law professor, “it depends” (such was his answer for most hypotheticals).

A main advantage for equity financing is that it doesn’t require repayment like debt would, and is a simple calculation - assuming you can settle on an acceptable valuation. Disadvantages include the need to determine valuation (difficult for young companies) and a loss of some management control.

Convertible debt, alternatively, does not need to have a valuation upfront (it converts based on a valuation from a subsequent round of investment when presumably valuations are easier to calculate) but will need to be repaid, like debt does.  While interest will not (usually) need to be paid in cash each month, there is a limited timeframe before it needs to be repaid, or convert automatically into equity at previously agreed terms. If the latter option isn’t part of the agreement, the repayment requirement can lead to unintended fire sales forced by holders of the debt. Still, as most founders believe their start-up will be worth more at a later date, this approach will result in less dilution, by issuing debt and leaving the valuation flexible in order to meet the requirements of the company and those of later investors. I also understand that this is a faster and cheaper transaction when compared to the legal paperwork of an equity play.

In the end, I recommended he welcome a discussion of convertible debt. But I hope he (and you, dear reader), remember this fine print: I’m a marketing guy. I’ve been brief here, and your circumstances will vary from your neighbor’s start-up, and even change as your company matures. Each company and each stage of growth requires a different type of financing. Ask a professional. Whatever you decide, try to limit the dilution, retain majority voting rights, and use your brain, but leave your ego at the door.

(Finance guys who want to clarify any points in this post are asked to comment.)

In which he foretold the future.

So, about a year ago, I posted an entry in response to a survey from Chief Executive Magazine regarding my prognostications for the year just past. I offered my learned opinion, shared it with you, and now, in the interest of full disclosure (not to mention I'm too busy and not clever enough to come up with an original end-of-year post) here's the results:

I said:

On December 31, 2009:
Dow Jones (currently at 8,932) will be at 9621 points
Oil (currently at $40.50) will be $59 per barrel
Interest Rates (the Fed Funds Rate, currently at 1.00%) will be: 1.00%

Actually, on December 28, 2009:
Dow Jones (currently at 8,932) is at 10,547 points
Oil (currently at $40.50) is at $78 per barrel
Interest Rates (the Fed Funds Rate, currently at 1.00%) is at: .50%

Prediction comments:
(I said) Uncertainty is driving the market and the economy; once some certainty arrives with new administration - for good or bad - wild swings will stabilize and the widely oversold market and general malaise will slowly lift.
What happened:
Uncertainty was driving the market and the economy; but any sliver of not-bad, or less-bad news, swung the pendulum back just as wildly as the markets moved to cover shorts and other dubious financial mechanisms. The seating of a new administration, alas, had nothing to do with it as the market didn't settle for months after the inauguration.

Confidence comments:
(I said) Business decision-makers will become comfortable de-coupling their decisions in the real world from abstractions like the Dow. But once that fog clears, the impact of government intervention on national debt and as a general signal of the new regulatory environment will be a drag on growth.
What happened:
Ooo. Seems I was on the money; particularly regarding new regulations - and predicted tax law changes. Yet something went unsaid - the new normal of a higher savings rate, less consumer spending on credit, and general 'new religion' took hold on main street.

So there you go, there's a lot more to the year past than a brief blog post, and others would question some of my inferences, but in the end I was more pessimistic than necessary - or perhaps just more realistic - about the real state of the 'main street' economy. But the reality is far more immediate than Wall Street prognostications... to paraphrase Ronald Reagan, "Are you better off today than you were a year ago?"

Happy New Decade.

Analysts, experts, and me

I've been amusing myself lately with the headlines I'm seeing in the business press. All of the experts and analysts that are financial reporters' go-to guys and gals for quotes and insight have something in common: No one is certain. Each one, to an individual, is either hedging - "Manufacturing is likely to rebound, but if China does this or that, or the bailout results in this other thing, then, it is likely to sink further." Or, equally common are out and out incorrect prognostications, such as T Boone Pickens predictions - almost wishes - that "oil won't fall below 120...100... 70... 50".

So in an environment where Kirk Kerkorian has lost billions, Jerry Wang has been forced from Yahoo, Alan Greenspan's portrait at the Federal Reserve is waiting for fresh graffiti, and even Warren Buffett can't turn a buck, I'm ready for my turn on CNBC's Squawk Box.


Here then are the prognostications I made on a recent survey from Chief Executive Magazine:

1. How would you rate business conditions in the US currently? Bad
2. How would you rate employment conditions in the US currently? Bad
3. How would you rate investment opportunities in the US currently? Good
4. How will employment change over the next quarter? Stay the same
5. How do you expect capital spending within your company to change over the next quarter? Stay the same
6. What do you expect the economy will experience over the next quarter? Stagnation (No growth, no decline)

On December 31, 2009:
Dow Jones (currently at 8,932) will be at 9621 points
Oil (currently at $40.50) will be $59 per barrel
Interest Rates (the Fed Funds Rate, currently at 1.00%) will be: 1.00%

Prediction comments:
(I said) Uncertainty is driving the market and the economy; once some certainty arrives with new administration - for good or bad - wild swings will stabilize and the widely oversold market and general malaise will slowly lift.

Confidence comments:
(I said) Business decision-makers will become comfortable de-coupling their decisions in the real world from abstrations like the Dow. But once that fog clears, the impact of government intervention on national debt and as a general signal of the new regulatory environment will be a drag on growth.


So we'll check back in a few months to see how I've done. If I'm right, I'll start a new profession. If I'm wrong, well, I'll join the legions of analysts and experts who now are taking a page from former President Clinton: It all depends on your definition of 'wrong'.

...dogs and cats living together - mass hysteria!

Along with this post's title, one of my favorite movie quips, offered in deadpan delivery by Howard Ramis in Ghostbusters, is "Sorry, Venkman, I'm terrified beyond the capacity for rational thought."

Yet this is a lot of what we've been hearing lately from colleagues and pundits. But this isn't the End Of Days brought about by the Sta-Puft marshmallow man, but rather it is a long overdue reminder to focus, work hard, live within our means, and reprioritize.

While things will change over the next days and weeks, and some of it may perhaps eventually change my tone in this post, right now I'm not seeing a lot of bad news so much as a lot of fear and uncertainty, and opportunity always arrives with uncertainty. Buy into the fear and sell into the optimism. It's Warren Buffett's approach for the markets and should be all marketers' as well. Our response to a difficult situation changes our ability to handle it.

No doubt, things are going to stink in the near term, because marketers have by and large never properly positioned themselves or the function for the key role it should assume during a market slowdown, opting instead to stammer defensively and nervously paint lambs blood above our office doors. Still, a ten trillion dollar debt should worry us. The potential for a nuclear Iran is disurbing. Climate change has me checking under the bed for the bogeyman and Al Gore.

But this? Nothing that a little ingenuity and informed strategic thinking can't overcome. Now is not the time for marketers to be running for the exits. Companies that spend this time looking for greater efficiencies and new approaches will maintain in a slowdown and position themselves for exceptional share growth when the money starts flowing again.

There are a number of studies to support this. Download a few. Discover specific ideas. Seek knowledgeable advice. Recalibrate.

Smile.

UBS: Uncertain Brand Strategy?

Peter Kurer, chairman of the bank UBS, which is arguably the world’s largest wealth manager and the bank most highly leveraged in sub-prime mortgage loans, was recently quoted by Reuters as suggesting that the damage to their reputation (read, brand) from the sub-prime mess will “go away after two or three years”.

That’s not brand management, that’s brand abdication. “Goes away?” Brand reputations don’t “go away”, they are merely replaced by new perceptions. What has Kurer in mind for replacing a brand perception damaged by $37 billion dollars in asset write-downs and two recent requests for emergency cash infusions?

Time heals all wounds? Not so fast.

The Trouble With ROMI

ROMI, or Return on Marketing Investment, is the stalwart of the accountability marketing movement, spurred on by the dozens of dashboard software products and services that promise not only to track the success of your marketing efforts, but change the very nature of the way marketing is viewed in the corporate environment.

Poppycock.

As I told an audience at a recent BMA luncheon at which I was the speaker, ROMI is a Red Herring. It provides a false sense of security to marketers who otherwise have abdicated their responsibility to learn the language and requirements of the finance team, and therefore, the organization generally. Here are the top three reasons that ROMI, while a good tool, is useless in creating real influence in the boardroom, and real impact on the bottomline:

1. ROMI is a metric, not an objective. Measuring click-thrus, phone calls, leads generated are all useful metrics that measure the effectiveness of tactics, not strategies. All too often marketers and professionals from other fields, for that matter, mistake their metrics as objectives. Objectives are far broader than a lead, and marketing needs to recognize the difference.
2. ROMI only measures one of the four Ps. We can debate the current relevance of the four Ps, but putting the debate aside for a moment; ROMI is targeted toward measuring Promotion only. What of Price (price cuts versus premium pricing strategies?), Placement (how to leverage distribution channels?), and Product (feeding customer and market research to effect product changes?). ROMI acknowledges none of that, yet if there was a single ‘P’ whose impact on sales was the most expendable, it would be Promotion… yet it retains the lion’s share of our attention as marketers.
3. ROMI metrics are created in a vacuum. They do not necessarily reflect the concerns of the executive team. The CFO is concerned with EBITDA, not PPC. He/she wants to know about your contribution to EPS, not the circulation of your industry’s leading trade publication. As compelling as some metrics are, finance types are often as guilty as engineers in the ‘not invented here’ mentality. They set the critical metrics, not you.

In the end, finance folks and executives are your customers, and like reaching customers, you need to speak to their needs, not your own.