The IT function continues the challenge of becoming a strategic player in small companies. I've been an advocate of small companies using technology for their strategic advantage. However, most small biz owners aren't all that tech savvy, and if they are, they don't hold IT in high regard. Times have changed. Today's IT function no longer consists of young geeks wearing funny glasses and talking a funny language (IT speak).

By Keith McAslan, Partner, CxO To Go

Introduction:
Most CEO’s and small/medium business owners only review the financial position of the business with their Bookkeeper/Controller two to three weeks after the month has ended. This is like driving your car forward while looking exclusively in the rear view mirror – it doesn’t work. Most CEO’s and business owners focus on the “bottom line” (net income, EBIT or EBITDA), and fail to recognize that “Cash is King”! The Dashboard–Cashboard is a simple tool that is forward looking and helps the business understand the drivers of cash and projects the cash position.

The Key Benefits of the Dashboard - Cashboard
The benefits of a business implementing a weekly Dashboard-Cashboard include:

CxO To Go continues to keep on top of the current recovery. We believe, as others do, that the recovery is on its way. Even with a jobless recovery, many signs are pointing to additional growth which eventually means hiring. Take a look at the charts and articles to get an idea of what we are looking at, so you can be well informed, too.

Half of Global CEOs Confident in Revenue Growth

By Marty Koenig, CEO of CxO To Go

The new small business lending bill “Small Business Jobs Act of 2010” got passed today by the Senate (61-38). That shows the federal government got the message: Most job growth is caused by small businesses. The small-business bill provides $12 billion in tax incentives and provides a $30 billion lending fund to help cash-starved businesses. This Act is expected to leverage a total of $300 billion in loans to small businesses.

By Keith McAslan, Partner, CxO To Go

Introduction:

The Financial Accounting Standards Board (FASB) on August, 17, 2010 released their “exposure draft” requiring companies to record nearly all leases on their balance sheets as a “right to use” asset, and a corresponding “future lease payment - liability”.  What does this mean to your business in layman terms?  This proposal in essence does away with operating leases; all leases (unless immaterial) would be capitalized using the present value of the minimum lease payments.  Therefore, businesses who in the past had off-balance sheet lease obligations, must now record these obligations on their balance sheet.

FOR IMMEDIATE RELEASE:

FOR IMMEDIATE RELEASE:
CxO To Go Secures Financing for Two Clients
DENVER, Colorado (July 13, 2010) – CxO To Go partner Keith McAslan (Denver Business Journal 2010 CFO of the Year Nominee) has secured favorable financing for two CxO To Go clients in this difficult lending environment.  Using the BankSell™ package, preferred lending sources and personally representing the Client’s with the lenders, CxO To Go was able to secure the financing.  These successful Client’s include:
A manufacturing client was not only able to renew their $500,000 line of credit with the lender but secured an increase to $700,000.  This client secured the initial line of credit one year ago with the assistance of CxO To Go to fund growth and expansion initiatives.  By working with CxO To Go as the Trusted Advisor to the CEO on an on going basis this client has increased revenues from $2.5M annually to over $3.5M and improved profitability and cash flow.
A virtual business (internet based and executive coaching) Client of CxO To Go was able to close on an unsecured line of credit with a lender to fund new product development and provide liquidity due to seasonality in the business.  Additionally, CxO To Go has been the part time CFO for this Client for over one year, helping to drive strategy and improved financial results.
CxO To Go is national professional services company headquartered in Denver, Colorado that provides on-demand C-Level expertise and best practices to client companies on a part time, flexible, and affordable basis. Contact CxO To Go at 888-745-8516, or This e-mail address is being protected from spambots. You need JavaScript enabled to view it to discuss your business needs. ###

FOR IMMEDIATE RELEASE:

Keith McAslan Nominated for 2010 CFO of the Year

Keith McAslan, Partner, CxO To Go

Introduction:

One of the first steps in the merger and acquisition process after executing a confidentiality agreement or non-disclosure agreement is the non binding letter of intent.  A letter of intent, commonly referred to as the LOI, is a document that is given to express the interest to take the next steps in a transaction, such as to purchase or merge a business. 

An LOI is a nonbinding agreement that not only expresses interest, but typically details the initial terms for the contemplated transaction, timing for due diligence, contingencies, and the timing to execute a final definitive agreement.  

While it is not legally binding, the LOI is an important part of a purchasing process because it typically means that both parties have fundamentally agreed on a purchase price, basic terms of the deal and have agreed to negotiate exclusively with each other. 


Example:

The following is a very “vanilla” example of an LOI for reference, but it is strongly recommended that legal counsel prepare the LOI to ensure the business is protected during the M&A process.

Date

Owner’s / Seller’s Name
Company
Address

Dear Mr. Seller:

This letter puts forth the non-binding intent of Buyer Name (Buyer) and Seller Name. (Seller) to enter into an Agreement whereby Buyer would purchase essentially all of the tangible and intangible assets, operations, and company name for the sum of Total Price, plus (or minus) the amounts for inventory, accounts receivable, accounts payable, and work-in-process (at cost) at the time of closing.  Such amount to be paid for as follows at Closing:

$XXX deposit on date executed by Buyer and signed by Seller and shall be applied as part of the payment at closing, but shall be refunded if no closing occurs on or before DATE.
$XXX note payable to Seller at a X% rate for XX  months,
$XXXX, (plus or minus adjustments), to be paid in certified funds.

This offer will remain open until 5:00 p.m. on DAY, DATE, and will automatically expire unless accepted before that time.

It is the intention of Buyer to offer employment after the sale to all of Seller’s employees.

The above purchase price shall include inventory of $XXX at Seller’s cost.  If the actual amount is more, then the note payable to Seller shall increase accordingly. If the actual amount is less, the purchase price and down payment shall be adjusted accordingly.  In no event shall inventory exceed $XXX.

The above purchase price shall include accounts receivable of $XXX on the date of closing. .  If the actual amount is more, then the note payable to Seller shall increase accordingly. If the actual amount is less, the purchase price and down payment shall be adjusted accordingly. In no event shall accounts receivable exceed $XXX.

The above purchase price shall include accounts payable, which the Buyer shall assume, of $XXX on the date of closing. .  If the actual amount is less, then the note payable to Seller shall increase accordingly. If the actual amount is more, the purchase price and down payment shall be adjusted accordingly.  In no event shall accounts payable exceed $XXX.

The obligation of Buyer and Seller to consummate the transaction anticipated by this Agreement shall be subject to the following:

Execution of a definitive Contract for Sale acceptable to both parties on or before DATE, which specifies the assets and liabilities to be acquired from Seller by Buyer and contains the customary warranties, representations and other provisions for a transaction of this type.

Seller warrants that at the time physical possession is delivered to Buyer, all equipment will be in working order and that the premises will pass all inspections necessary to conduct such business.

The Seller warrants that it has or will have clear and marketable title to the business being sold, except for the Genesis II measuring system.

Adjustments and pro-ration shall be made at Closing for rent, utilities, and property taxes.

Buyer must find acceptable financing for a portion of the purchase price.

Seller shall assist in delivering, and Buyer must receive, a lease agreement with rates and terms that are acceptable to the Buyer for the property at ADDRESS.

Buyer, and/or his agents, shall have the right to review all books and records used in the preparation of the financial statements and tax returns for the last three years.

Owner shall stay on for a maximum of XX months at a compensation rate agreeable to both parties.

Buyer shall pay all sales tax on fixtures and equipment, if any.

Seller shall execute a 5 year non-compete agreement.

Closing shall be on or before DATE at a place and time agreeable to all parties.

From the signing of this letter of intent until Closing, Seller shall operate its business under the normal course of business and Seller shall not present, enter into discussions, or offer to sell its business to any other party.  This paragraph shall be binding on the parties although the balance of this letter only expresses the intentions of the parties.


 
Conclusion:

The LOI is legal document containing the initial agreement of both parties to complete a contemplated transaction that is non-binding in its nature.  The author is not an attorney and does not purport to offer legal counsel, but only provide a general overview of the letter of intent as part of the overall M&A process.  Therefore, it is strongly recommended that legal counsel be engaged and represent both the buyer and seller during the entirety of the M&A process to ensure all legal rights are protected. 

Keith McAslan is a Partner with CxO To Go a national professional services company headquartered in Denver, Colorado that provides on-demand C-Level expertise and best practices to client companies on a part time, flexible, and affordable basis.

Keith is sought after to provide advisory services as the trusted advisor to Owners and CEO’s. By utilizing his extensive experience as a successful financial and operational C-level executive, McAslan brings a results driven leadership style to complex situations.  McAslan’s expertise includes: financial advisory; management consulting; part time, interim & virtual CFO, COO and CEO; debt and equity financing; turnaround management; acquisition and divestiture advisory.

 Most recently Keith, was instrumental in the successful sale of Western Forge to Ideal Industries. As the interim CFO with finance and private investment transaction experience, guided the management team through the sale and due diligence process completing the sale from prospective buyer presentation to close within 60 days.  

Introduction:

Many CEO’s and small/medium business owners do not have a Board of Advisors, or Board of Directors to help hold them accountable and direct the business towards the ultimate goal of monetization with an exit strategy. If the business cannot afford a full time CFO, a part time CFO with a broad based business experience can be that ‘Trusted Advisor’. Ideally the CFO who is the ‘Trusted Advisor’ not only has financial experience, but operating experience as well to provide global insight to issues facing the business.

The Value Add:

The CFO who becomes the ‘Trusted Advisory’ to the CEO delivers results-driven, professional counsel and solutions for complex situations. The key benefits for the CEO and the organization having a ‘Trusted Advisor’ include: