An Ernst & Young Entrepreneur of the Year 2010 and CEO of technology company Asperity Employee Benefits - Number 2 in the 2011 Sunday Times Tech Track, Glenn Elliott shares his thoughts and advice on starting a business, building a team and culture, focussing on clients and keeping investors happy.
After 14 years, 2 successful startups (plus a few failures "that didn't count"), an acquisition from a big bank and a £25m acquisition for his own business, Glenn's got experience and battle scars to share.
Running a business that services over 700 clients globally including many household names, he's built a business with an amazing culture (two stars Sunday Times Best Small Companies) and an amazing team of happy people servicing happy clients
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We just launched our first product and I could not be more pleased with the result.
Paper is where ideas begin....
Last week I stumbled upon an article called “Two Things”...
OK, continuing this week’s primer on leverage and its involvement in private equity, we need to talk about covenants.
My dictionary says that a covenant is simply “a clause in a contract” and thats true. It’s a special clause in the contract you have with whoever you borrow money from - in the case of a leveraged buy-out, it’s a clause in the contract that you have with the bank. It’s a very important clause, probably the most important clause.
What do banks want? What does any money lender want?
Well that’s not difficult. They would like their money back, in the timescale that you agreed and with the interest paid that you agreed.
If that doesn’t happen, if you become unable to keep up the payments on the loan, then the bank can, and will, foreclose on the loan and take ownership of the property that the loan is secured on, which is either your car or house, or in our case the company.
This is where lending money to a business through a leveraged buy out starts to be a bit different from lending you money to buy a house. If you get a mortgage to buy a house and then lose your job and fall on hard times so you miss 6 months of mortgage payments, the house is still the house and isn’t fundamentally damaged by your lack of having a job. So the bank can wait for you to miss many months of mortgage payments before finally foreclosing on you and repossession your house. The house will still have the value that they expected because bricks & mortar are reasonably stable.
The difference between a mortgage on a house and leveraged buy outs.
When you are lending the money to a business, the business itself is both the entity generating the money to pay the loan repayments and the asset on which the loan is secured at the same time. If the business is doing so poorly that it has missed several months of loan repayments then it’s value as an asset to repossess is also damaged. So if the bank waits until loan repayments are missed then it is already too late - the asset the repossess may already be damaged to be worth less than the outstanding loan amount. And thats where covenants come in.
Covenants protect the lender.
Covenants are promises that you make to your lender. If you break these promises then your lender can take control of the business. This is often disastrous for the management team and the private equity investor who do everything possible to make sure that covenants never come close to being broken.
When you agree your leverage (loan) with the bank, you will agree a business case - forecasts or sales and profits - that support the lending decision. Covenants are based on this forecasts and are designed to trip or fail long before the business is too poor to make the re-payment on the loan. The job of the covenant is to be an early warning sign of severe trouble that lets the bank take control and, sometimes, install new management to safeguard the asset that bank has lent the money against - ie the company.
Examples of covenants
There are lots of different types of covenants that banks use, depending on what is appropriate for the type of business that they are lending to. Let’s look at a couple of examples :
Profit to interest cover is a covenant that syas how much profit the company must make in relation to the amount of interest it must pay on the bank loan. It’s often measured over the last 12 months and it might need to be “3x” or “4x” meaning that the company must make profits equal to 3 or 4 times the amount of interest they must pay the bank. This gives the bank comfort that the business is doing well enough to pay the loan back, invest in the normal course of business and deal with any hiccups on the way.
Cash cover is a measure of how much cash there is in the business and the bank may dictate that it must be kept above a certain level, again to protect them and give them comfort that the business is being run in a sensible way
Break any covenant and the bank can come in and take control, which in bad situations can mean the company being restructured and the shareholders (management and private equity) losing all of their shares and money. So you’ll see why CFO’s and CEO’s watch their “covenant cover” very carefully.
Banks, generally, don’t want control. It’s a bad situation for everyone.
It’s worth pointing out here that banks don’t want to control businesses that they lend to, its not attractive to them at all. So they do everything the can, including listening and adjusting covenants where appropriate to avoid this. Thats why sometimes when you hear of a business hitting hard times you hear that they are “renegotiating their covenants with their lenders”. That means the company is trying to reduce the level of expectation in the covenants. If the company succeeds then management gets a second chance. If they fail then the lender takes over and the management lose their control, and often their jobs.
I hope thats helped a bit more with an explanation of one of the key aspects of leverage. if you’re an Asperity person then you’ll find out more at tomorrows lunchtime learning session which shares the whole story of the Asperity sale to Inflexion.
At Asperity, we have a monthly Lunchtime Learning session. 100-odd Asperity staffers in a room, bring your own lunch for a (hopefully interesting) talk about business. This Thursday, I’m doing the story of Asperity’s £25.5m sale to Inflexion Private equity. It’s called “Red Wine, Fancy Dinners & 680 signatures”. I wish it was as easy as that title suggests!
So with this very much on my mind, I thought I’d use my blog this week to establish some key concepts that will help everyone understand private equity. Probably the most important thing to understand is leverage, so here goes….
The leveraged buy out. As simple as I can do it!
Almost all deals done by private equity and venture capitalists (VC’s) are Levereged Buy Outs - so what does it mean and is it important?
Well a leveraged buy out is simply where you borrow money to buy something - a bit like buying a house or car. The loan is the leverage. And the loan is secured on the thing that you buy - the house or the company or the car. So if the loan isn’t paid back then the bank ends up owning the house, company or car.
A leveraged buy out is quite like a house mortgage. The difference just comes in the scale.
Valuation is key
When you buy a house, you have it independently valued and a professional valuer takes a sensible and cautious look at what the house is really worth. They look at other houses in the area, general trends in the local housing market and what the condition of the house is and then they settle on a sensible price. Then the bank lends you part of that money. So if your house is worth $250,000 the bank may lend you 90% of that, or $225,000 and you have to pay the rest in a deposit. This means if you don’t keep up the repayments the bank is pretty comfortable that they can get their money back on the house as the loan is for a maximum of $225,000 and the house at a sensible valuation is worth more than that. So far so good.
The bank also looks at your ability to repay the loan, and looks at your earnings to make sure you have enough money to pay the mortgage each month. Of course your circumstances may change - you or a partner may lose their job or work less hours and therefore earn less money. Or you may get into debt elsewhere and have less spare income so things can change. And all of this also happens in a levereged buy out. So lets map this onto a business.
Buying a business through a Leveraged Buy Out
Imagine you wanted to buy a business that is making £1 million profit each year. You might agree that you’ll pay the owner £7 million for it - which is 7 times the last year’s profits. A reasonable valuation for a growing business.
You could pay the whole £7 million yourself, but that might use up all of your cash. So instead, you go to the bank and ask if they would lend money on that business. You spend time showcasing the business to the bank, answering all of their questions and giving them all of the information on which they can evaluate the business - hopefully to see that it is a sound business with good prospects that is a good bet to lend money to.
In the end the bank agrees to lend £3 million, which you can now use as part of your £7 million to buy the business - so you only need £4 million of your own money.
You do all of this primarily because you believe that you can borrow money from the bank for a lower interest rate than your money is worth to you. So in our example above, rather than using £7m of your own money, you used £4m, leaving £3m of your money for other things. You’ll be paying interest on the £3m to the bank, but as long as the interest rate is lower than the return you think you can get on your £3m if you invested it elsewhere then you’re happy!
Who’s borrowing the money?
A Leveraged Buy Out is organised so the person doing the borrowing is actually the company being bought, not the buyer. It took me a little time to get my head around this at first, I have to be honest. I thought it was odd that the buyer didn’t borrow the money. It seemed odd that the company would borrow the money to then give it to the buyer who would then use it to buy the company. But then I realised that the buyer will own the company anyway, so it’s not that different really.
Think about it. If you want to buy the local dry cleaners for £250,000 and the dry cleaners is generating enough reliable profits for a bank to happily lend it £100,000, then you get the dry cleaning business to borrow that money at the exact same time that you buy the dry cleaners from its previous owners (the shareholders) for £250,000.
Then, when you write the check to the previous owners, you only need to write a cheque for £150,000 as the bank provides the other £100,000. And you now own a dry cleaners that has £100,000 of debt in it on day 1. This debt is called “senior debt” - because the company agrees to pay it back first, before any other loans it may have accumulated along the way. That’s one of the ways that banks try to improve their chances of getting their money back.
Now, think about liability
The good thing for you, as the buyer, is that if things go wrong the liability for the loan is with the company not with you. So in our example above it’s with the dry cleaning business rather than with you personally. So if the business falls on hard times and can’t make the loan repayments then the debt, the problems are between the bank and the business.
The bank can’t come chasing you for the money, because they lent it to the business. So if it really all goes wrong, the bank ends up foreclosing and owning the business. Quite a few large businesses that we all know are effectively owned by their banks right now.
To much leverage can make things go wrong.
One of the difficulties with leveraged buy outs is that businesses are harder to value than houses. House prices, despite recent troubles, are actually very stable over the long term. Unless the local area suddenly takes a real turn for the worst it’s very unusual for a house price to suddenly fall.
But even good businesses can be more fragile. A change to market conditions, fashion, consumer behavior, environment, competitors, or even just bad management can all change a company’s fortunes quite quickly.
If a bank has agreed to lend the company a lot of money compared to its profits, then a relatively small change in the company’s fortunes can make it unable to make it’s loan repayments. This happens more times than everyone would like and there are some high profile cases of this recently. The most newsworthy ones are often in retail.
Before a company becomes unable to make it’s loan repayments, it will normally “break it’s covenants”. You’ll have heard that term in the business press and tomorrow on my blog, we’ll talk about what covenants are and why they are important.
Childcare Bear makes it to Lexington Avenue. (Taken with Instagram at InterContinental)
Your business is under threat. Not just from competition, but from somewhere you may not have thought of - from complexity. All businesses are threatened by complexity and it is an evil that is worse than your most effective competitor.
Unless managed and driven out, complexity creeps up and overcomes you. You’re lean and nimble one day and sluggish and unresponsive the next. We have a constant war on complexity at Asperity and it’s one of the reasons we’ve been able to grow so quickly and so smoothly.
Asperity has grown steadily at around 50 clients per quarter for the last three and a half years. Some people think thats a rapid growth level, we occasionally get asked how we cope - we just think its normal. But “normal” fast growth means we now have 150 staff across seven offices in 5 countries. We have 750+ clients using 8 different products. 2 million users with, it seems sometimes, as many different sets of desires and needs.
Complexity increases with time, unless you manage it down. A natural by-product of work seems to be complexity. I’ve seen businesses get complex without actually growing in size that much, complexity seems to just creep in by a factor of their age. So it requires constant work, constant vigilance to defeat complexity in every part of your business.
There are 4 places that complexity creeps up.
In an online business, complexity develops in 4 key areas. You must defend against it and defeat it in all of them. If you do, you will scale quickly and profitably. Your clients will love your smooth, slick service and your staff will be motivated, engaged and know clearly where they are going.
Whatever department or organisation you work in make today the start of your renewed war on complexity. Look for processes not adding value, products not pulling their weight, features that you don’t need. Look for organisational situations that aren’t really working. Look for concentrations of power or authority where that power or authority is not effective. Look for work being done in the wrong place, where it is less effective and could be consolidated. Look for dysfunction and look for ways to improve on it. It is all of our jobs to make things better after all.
Whether you’re in marketing, sales, product or service you must contribute to your organisations war on complexity. If you don’t, you’ll leave the door wide open for your leaner, uncomplicated competitors to steal your lunch, and all of our jobs.
Here’s a brand mashup that UK people might not expect. back in 2009, Vodafone Australia and Three Australia decided to merge forming a joint venture that they own 50% of each. That resulted in co-branded Vodafone Three stores which look very surprising to a visitor from the UK. Combined with jet lag and a mild hangover from drinking up in the air it creates quite a surreal picture!
Thanks to Tom Lavery who is out there this week, here’s a picture.
Honesty Policy
Three are an Asperity client in the UK
Sales and retail working hard at Asperity (Taken with Instagram at Asperity Employee Benefits)
Asperity London end of month team lunch - lovely weather makes everyone so happy! (Taken with Instagram at Asperity Employee Benefits)
There was an article by Mark Harai on Spinsucks.com the other week that caught my eye, it’s called “The Realities of Successful Entrepreneurs”. It reminded me of a story I haven’t told for a long while.
Back around 2002 I was running N1 Creative, a struggling digital creative agency. We built websites, brands and bits of commerce sites. We’d had a lot of useful support from Business Link for London and they had commissioned a corporate video to sell their expertise.
Their video production team turned up at my tiny office to hear me talk about entrepreneurship but unfortunately caught be on a bit of a bad day. I’d decided to take an honesty pill at the same time so every time they asked an upbeat question about what it was like to run my own business, I gave it to them straight about how it might be worthwhile but very hard work, long hours, anti social, stressful - you can imagine the full story. I realised months later it was nothing like the happy, positive, upbeat story that they wanted and when I saw the video months later I’d been edited down to a nanosecond, just a glimpse of me before I could voice my misery!
Whilst I didn’t get my headline role in that video, I did make friends with the production company Dreaming Fish and we kept in touch. I’m glad we did as they’ve done every corporate video we’ve ever commissioned since and have worked with us continually for the last few years.
More recently
Last week I was with our Sales Director Tom Lavery and he said to me “Do you find it hard to be CEO?”. I brushed over the question and didn’t really answer him and I remember wondering later what he really meant. Was he wondering how I made such masterful decisions whilst making it look easy? Or was he thinking that I looked strained, tired and confused and was making a mess of it? Either could have been true as the honest answer is that sometimes it’s a dream and sometimes it’s really hard. But being a CEO is never boring and its never dull. The days go quickly and you get to choose who you work with and therefore get to work with great people - there’s a lot to be said for that.
The thing about being an entrepreneur is that even when its hard, even when your nerves are freyed and the only thing you are certain of is that you’ve no idea what you’re doing, even when you feel you could stick your head in the oven - you know you could never imagine doing anything else. Entrepreneurs are born and they have to deal the hand they are dealt. To be honest it’s their wives, husbands, partners and girlfriends we should feel sorry for, they have to put up with us.
So thank you, to all of them, on behalf of all of us.
Further reading (listening actually)
If you’re interested in hearing another perspective on what drives entrepreneurs, check out this BBC Radio 4 programme from 2005 - The Entrepreneurs Wound.
I was lucky enough to be at the GP:Bullhound Summit and Media Momentum Awards last week. It was a great conference for the 50 fastest growing technology companies in Europe and it was really inspiring being around the CEO’s and founders of some of the best new tech companies we know - Rebtel, Unruly Media, Wonga, KGB Deals, Quidco, Private Outlet - everyone was there.
Asperity had an amazing result and charted at number 9 - we were the 9th fastest growing technology company in Europe with a CAGR of 230% between 2009 and 2011.
A big congratulations to all Asperity staff worldwide.
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