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All government contractors regardless of their
size or maturity, are dependent on adequate working capital/cash flow to support growth.
Commercial banks are interested in providing that working capital financing.
Even more,
banks also are available as financial advisor-partners to assist in developing a financial
strategy designed to meet a company's revenue and profit goals. Most important to the
contractor, over the long term, bank financing provides the most stable and least
expensive source of capital.
As with all business financing alternatives, not
all banks are alike. It is important to look for a banking institution that offers a range
of financing options that are appropriate to a company's stage of development, and that
has the flexibility to change the financing structure and increase the amount of credit as
the business grows. Banking relationships, for example, which can provide an avenue to the
Small Business Administration ("SBA"), economic development authorities and/or
Exim Bank international financing programs can be of significant benefit to the
contractor. Additionally, banks can provide access to non-traditional financing sources
through the investment bank/capital markets that arrange private debt and equity
placements.
FINANCING WORKING CAPITAL NEEDS
The financing needs of government contractors
range from start-up ventures requiring financing to support the up-front cost of an
initial contract, to working capital lines of credit to support the receivables collection
cycle of well-established contractors performing under numerous contracts.
In addition, it
is important to demonstrate to the government that a company has access to financing as an
indication of ability to perform under government contracts, and often is a pre-requisite
to contract award. The progression of financing naturally follows the development of the
contractor.
Unlike a venture capital firm, banks are not
equity suppliers of capital. Banks are regulated lenders of using depositors' money and
therefore have a consequent responsibility to operate at the lower risk (lower return) end
of the spectrum. As such, the start-up venture is more appropriately handled by equity
investors (in most cases, the owners themselves). Bank financing at this stage is most
often based on the personal financial strength and resources of the owners.
As a company progresses and is able to
demonstrate positive trends in performance and profitability (but is still inadequately
capitalized), secured bank financing based on specific contracts may be an option.
This is
done through the Federal Assignment of Claims Act ("FACA") which allows for the
assignment of specific contracts, in addition to liens recorded under the Uniform
Commercial Code on corporate assets.
Under this approach, invoices are submitted to
the bank, and a certain percentage (generally 75% to 90%) is advanced against the invoice,
with the specific advance repaid through the collection of the invoice directly from the
government to the bank. Due to the time involved to assign contracts, it is not generally
practical for a bank to take an assignment unless the contract spans at least 90 days and
exceeds $100,000.
The feasibility of invoice lending is also a
function of the type of contract. For example, an indefinite quantity contract funded on a
task order basis may not be conducive to an invoice lending arrangement.
Often each task
order may need to be assigned separately. Also, by the time the task order assignment is
perfected, the billing and collection cycle could already be complete. This type of
monitoring is expensive and time consuming for the bank, and therefore requires the
highest level of fees. Often, outside collateral is required, as well as owner guarantees.
For more established companies, contracts may be
FACA assigned to the bank, with the financing managed through a borrowing base line of
credit. In these cases, loan advances are usually made up to 85% - 90% against government
and 75% - 80% against commercial or subcontract accounts receivable, generally outstanding
90 days or less. Periodic audits by the bank of the customer's systems are normal.
Accounts receivable aging reports are provided to the bank to support the borrowing base
certificate on which the advance rates are calculated and ineligible receivables are
deducted (over 90 day accounts receivable, at risk work, etc.).
On an exception basis,
unbilled accounts receivable billable in the next billing cycle may be classified as
eligible under the borrowing base, at lower advance rates and with limited exposure.
If applicable, inventory may be considered for
inclusion in the borrowing base, usually at a limited exposure.
Advance rates are
generally based on the type of inventory and are set significantly lower than the level of
advance against accounts receivable. As inventory is further removed than accounts
receivable from conversion to cash, advancing against inventory is generally considered
higher risk.
The frequency of providing the borrowing base
certificate is a function of the type and nature of the contracts, frequency of billing
under the contracts, the company's line of business as well as its overall financial
strength. For more diverse companies with a broader range of contracts, the bank may elect
to take an assignment only on the larger contracts or those contracts which represent a
concentration to the company.
For contractors with an established track record,
a history of profitability, acceptable financial condition with positive trends, and good
earnings potential as evidenced by the level and diversity of backlog, the bank may secure
its lien on the company's assets under the Uniform Commercial Code, without requiring
FACA assignments on the government contracts. In almost all cases, however, the bank
reserves the right to take assignments.
For well capitalized companies with established,
predictable and consistent earnings history, strong backlog, good diversification and
excellent financial condition, the borrowing base requirement may be modified or even
eliminated. In some cases, working capital financing may be considered on an unsecured
basis. This, however, is the exception. These companies often have access to numerous
alternative financing sources including private debt and equity placements, as well as the
public market.
The loan structure and collateral requirements
are based on examination of all facets of borrower including:
1. Historical and projected profitability
2. Nature of business
3. Competition (performance compared with
peer group)
4. Financial condition (level of liquidity,
debt relative to equity)
5. Depth and predictability of
earnings/cash flow
6. Management depth and experience
7. Accounting systems and controls
8. Quality of financial reporting
There is no one correct structure or formula.
Each financing arrangement and its structure should be tailored to meet each company's
specific financial situation. There are trade-offs and flexibility in structure and
pricing alternatives.
IMPORTANT FACTORS IN A BANKING RELATIONSHIP
The most important factors in any banking
relationship are good management and communication. Confidence in management will allow
the bank to be more aggressive in its risk tolerance. Good communication is key.
If the
company is having a problem, the banker should not find out by reviewing the financial
statement. The bank will be much more willing to be creative in dealing with the
inevitable problems that businesses face, whether it is "ramping" up on a new
contract or contract funding delays, if the bank is informed of the situation in advance.
It is a good idea to periodically prepare an
overview for the banker of how the company has done, including financial performance,
major issues, contract awards and the firm's outlook. This will allow the banker to be
proactive and add value to the process, offering suggestions as to how the bank can assist
the company in achieving its financial goals.
Evidence of sufficient accounting support and
systems to provide accurate and timely information are critical to the bank.
This allows
management, as well as the bank, to monitor financial performance and enables management
to respond and plan accordingly.
HOW TO PACKAGE FOR BANK WORKING CAPITAL SUPPORT
It is important to have an understanding of your
working capital needs, based on your company's financial condition and projected cash
flow. This can be impacted by the nature of contracts on which the firm is bidding, and
the amount of up front expenses incurred prior to billing under the contracts.
Cash flow
analysis/projections are necessary to determine the amount and timing of credit need.
Typically, a line of credit should be sufficient to cover at least three months of
accounts receivable, plus a cushion for growth or unexpected delays.
The financing package should cover financial,
operational and background information. Generally this information is available in some
form for management's use, or for inclusion in contract bids, or as a condition to
participate in other programs such as SBA programs. Such information may include:
- 1. Business plan
- 2. Review of business strategy
- 3. Corporate capabilities statement
- 4. Breakdown of company
ownership/organization chart
- 5. Resumes of key management personnel
- 6. Personal financial statement of
principals (if guarantee)
Note: The principals of most small and medium
sized businesses generally personally guarantee the full amount of the credit facility.
However, this is a function of the overall financial status of the borrower.
The financing packaging
should also include the following:
1. Financial statements or federal income
tax returns for last three years and most recent interim financial statement
2. Projections: cash flow/income statement
and proforma balance sheet
3. Accounts receivable aging report;
breakdown of unbilled accounts receivable
4. Inventory breakdown (if applicable)
5. Contract backlog/status reports (total
and funded contract amounts and performance period listed by contract, agency, contract
type, with status as prime, subcontract, set aside or competitive)
6. References
If not readily available, some of this
information may be obtained through discussions with management.
Positive trends in a
company's earnings and financial condition are important. If the business does not have a
well established, profitable operating history, make sure the reasons are clear and
demonstrate that the prospects for future profitability are strong.
CONCLUSION
For a successful banking relationship and
adequate working capital support, the government contractor should seek a banking
institution that has the expertise, experience, and a proven track record in the industry
in providing the services and flexibility in financing that matches the company's specific
needs. Inquiry into a bank's lending expertise and risk philosophies, as well as asking
for contractor-customer references is suggested. The bank can be an effective long term
partner in supporting the contractor growth cycles. It is important to have direct contact
with experienced professionals to respond to the company's needs.
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