You Are the Most Knowledgeable CFO EVER… How sad!


BrainiacPerspective Let me explain to the handful of readers who actually noticed my absence from these virtual pages that this is what it takes for a small business to close a $20 million three-year capital financing deal with a global bank (such as Citi):  You basically have to put your entire fucking life on hold. 

That is, of course, if you are someone like me - a CFO who rolls up her sleeves and plunges herself into the nitty-gritty of negotiating every single definition, every single term, every single condition, and every single covenant of the Term Sheet and then the  Credit Agreement in a pursuit of getting the best deal possible; someone who has the grasp of a fox terrier, who can shove pushy bankers and lawyers right back where they belong, who is not afraid of the ambiguous formulations, obscure terminology, and legal jargon.

But that's it, isn't it?  In order to be able to get exactly what you need out of any deal that involves money-holders and their supporting infrastructures you need to know your business better than anyone else and their business better than they do.  You need to speak their language and your comprehension of it must be more nuanced than theirs.  It's nothing short of a battle for the business survival, and if you don't prevail you and those who rely on you lose.  It's like in Game of Thrones: Tyrion's Champion, Prince Oberyn, mortally forfeits the battle to The Mountain, and that spells really bad news for Tywin Lannister's youngest son.  

The problem is that most corporate financial executives don't see it that way: just like many other salaried employees, they don't care to know anything beyond bare necessities and they don't feel fiscally responsible for their companies' wellbeing.  Hence, the low levels of professional awareness and circumvention of sophisticated issues is observed in most CFOs and Controllers today.  And it ends up costing employers a pretty penny in unnecessary legal, accounting, and consulting fees.

Hey, you don't have to take my word for it.  By the way, all numbers below are real and quotes are taken verbatim from various communications. 

Let's see.  When the bankers presented us with the Term Sheet back in March, I did not get either our corporate attorneys nor independent CPAs involved at all.  The bank's credit risk group and I spent two months going back and force, until I got the document into an acceptable shape (estimated savings on legal and financial consulting fees - $50K).  As a part of the Term Sheet, I insisted on the bank's due diligence and legal expenses (changeable to us) being capped (estimated savings – $35K).  

The Citibank people, stuffed to the gills with data and reports I've provided to them during this process, kept telling the other members of my Board of Directors things like, "Oh, that Marina, she is amazing! She is the best!  She is so tough!"  They would write emails like: "Thanks, Marina.  This is very helpful, plus your expertise is tremendous!"  As if I was performing some magic tricks – I was just doing my job… thoroughly.  When the Term Sheet was signed and sent to the bank my future relationship manager asked me in confidence (referring to the owners), "Do they understand that the only reason they are getting this deal is you?"  Hmm…

After successful due diligence and final approvals from the bank's Credit Committee, the Agreement package (186 pages of documents) was emailed to me by Citi's lawyers.  The lead attorney asked me in the cover email to provide him with the contact info of my legal representation, so that lawyers could start dealing with each other directly.  I was like, "Fuck, no!" 

You see, as soon as you officially appoint a lawyer as your representative, the other side is not allowed to discuss anything directly with you.  Here's what happens:  Let's say the bankers propose an additional clause or some adjustment; they call their lawyer; their lawyer contacts my lawyer; my lawyer, who doesn't know much about the intricacies of my business and is not allowed to make any decisions on his own, delivers the request to me.  And then in the opposite direction: I formulate my response; now I have to explain to my lawyer all details in a digestible format so that he can deliver them to his legal counterpart; the latter than communicates them to the bank.  

Are you counting the connections?  We are talking quadruple billable hours on both sides!  And it's like that for every single issue and point.  I'm not doing that! I say, "Excuse me, sir, but for now you will be talking directly to me – at least until all business and financial kinks of these documents are ironed out.  Okay?"  

Professionally lawyers are just as obnoxious as doctors – they think that their diplomas make them better than other people (yet, they discuss economic matters with me as if they too had a PhD in the subject and an MBA).  So, at first the bank's attorney bristles, but, as I start beating him up on one point after another, he gets quite tamed and develops respect.  He actually says, "I hold you in high esteem," which is very nice, because the majority of these assholes don't ever want to admit that you are their equal (estimated legal fees savings – $30K).

Finally, I was satisfied with the contract and introduced my attorney into the mix.  He literally had ten comments on the legalese and after that the process turned into technical preparation of documents between the two legal firms. 
 
Total closing fees savings upon signing: $115,000. 
 
I am his client, so my attorney feels free to make a frank comment: "I have to say, you are the most knowledgeable CFO I've ever met, and I'm not even talking about your understanding of the contracts.  It's everything.  Most of the time I talk to your peers and they are like…  I'm sorry…  They don't know shit."

On the day the deal was closed one of the shareholders wrote to me: "…Your performance transcended what could reasonably have been expected from a typical CFO."  

Well, that' nice, isn't it?  Except that all these praise-singers probably think that I'm flattered by their compliments (as if I live for their approval).  But I am embarrassed: I keep thinking how all those ignorant CFOs and Controllers taint the image of my profession.  And everybody thinks that you are just like the rest of them until you prove otherwise. 

People say to me, "What difference did it make for you personally?  Did you get a deal-completion bonus?"  And some ask, "Why try so hard?  You don't even care about 'business' things as much as you do about art!"  

They are absolutely correct: Yes, some music passage, or a scene in a play, or an image, or a hand-written poem will make me cry; yet, most people with whom I work can't even imagine tears in my eyes.  And no, I didn't get an extra bonus.  And I don't consider this my personal vocation.  But the circumstances of my life made this into my paying occupation and I have to measure myself by my own standards: as long as I must waste a huge chunk of my life on making other people rich, I'd better do it to the best of my abilities.  Why other CFOs don't feel like that?  Well, everyone probably has her own story, but mostly it's that plunging-quality-of-everything effect I like to write about so much.  It's pervasive.                             

RIP Robin Williams… And a Few Numbers


Unfathomable!  Dead?  How can somebody so alive be dead?  Is it possible that a person who couldn’t remain seated in a chair for more than a minute at a time during talk show appearances stays so still now?  Who can imagine this 500-miles-per-hour talking train to be completely silent?

Yet, I understand: The mud at the bottom of the depression well must be too thick to move and no scream can reach the surface.  There is only unbearable pain.  I am terrified imagining the emotional sufferings that led to this.  But it’s hard to believe – he made so many people happy!  Steven Spielberg kept his number on speed dial during filming of Schindler’s List – he would put him on speakerphone, so that he could cheer up the cast and crew with his endless jokes and impersonations.  Amazingly, his dramatic gifts were equal to his comedic talents.  At the end, none of it mattered – a good lesson to the vast majority of people who believe that popularity is the ultimate end game.

And now he is gone, leaving behind 102 acting jobs that drew $5.2 billion back into the entertainment industry; $50 million raised through Comedy Relief; endless hours of improvisational material that simply couldn’t fit into his movies and TV shows (16 hours for Aladdin alone); #13 rank on Comedy Central’s list of “100 Greatest Stand-ups of All Time”; a speed of 15 impressions under a minute; 64 awards and nominations; 3 wives and 3 children…

Everyone’s favorite Genie, gay impresario, cross-dressing housekeeper, Popeye, war-time disc jockey, and alien; a literature teacher and a psychiatrist we wished we met; the best player of the most dangerous game that can eat you alive – I hope he is at peace now.  Maybe now he can be this happy all the time:

Watch: Robin Williams makes Koko the gorilla smile

Video Quote of the Week: What Would You Do for Your Art, John Waters?


The Frustrated CFO’s preface:

I’ve been a John Water’s admirer for… hell, I don’t want to count the years, because the man is timeless and forever, just like the ugly qualities of the human species he saw, recognized, and had the unique brilliance to shove into our faces in the hyperbolized, grotesque fashion comparable to Goya’s etchings.  I always think of him as a kindred spirit just as frustrated with his surroundings as I am.  Anyway, the first time I watched Divine in Pink Flamingos, sentencing Marbles to death for “first degree stupidity” and “assholism,” I was captivated.  And it’s not just about the talent for me.  His unabashed bravery and complete disregard for the established “civil” canons give me chills!  I’m not going to lie – I wish I could be that courageous and free.  And just as I thought that Mr. Waters, now 66, could not possibly enhance my appreciation of him any further, he went and hitchhiked across the country with a single purpose of writing a book about his experience doing it.  Wow!  Below is New York Time’s video of him talking about it.  Enjoy and aspire! 


What the video here: John Waters Hitchhiking Across the U.S.

 

Funny Thing Happened On the Way to Ohio, or That Picture of Your Boss You Posted on facebook


UntitledI've said it before and I'll say it again: all entrepreneurial bosses are the same.  Of course, I don't mean it literally – they are not stamped figurines.  Yes, they are the same in their principal qualities (aggressiveness, single-mindedness, drive, vision, impatience, arrogance, callousness, etc.), but they are also different people with their own psychological makeups,  individual quirks, and human peculiarities.  Some can be informal and approachable, others are aloof and snobbish.  Some can be intellectuals, while others are simple and limited.  Some of them are religious conservatives, others are broad-minded libertarians.  Some are healthy and others suffer from an array of ailments.  Some like spicy food and others cannot stand a hint of curry or garlic in the air.

There is one universally common denominator that definitely unites all business owners, though - they are employers.  And as I wrote in CFO Techniques, one should never cross the line with one's employer, if for no other reason than in appreciation for creating one's job.

So, here is a little anecdote that involves a sociable female business owner, her all-male sales staff, and some spicy food. 

First, let me clarify one thing.  This woman, tough as nails and brutal in her nature, nevertheless strives to present a friendly and cheerful demeanor to the outside world.  Experienced people can see through that veneer and know to watch their steps around her.  However, when you get together eight men, even though subordinate, and one woman, even though a boss, the dynamic gets a little muddled.  I mean, when they are in a gaggle, it's especially difficult for men to suppress the testosterone.  It clouds their judgement and they forget for a hot second what's behind that charming smile. 

Oh, yes, and about the food: she really does like it hot.  You'd be in a restaurant with her, she orders a dish and then asks the waiter, "Is it spicy?"  The waiter smirks, probably thinking, "That skinny bitch will be asking now to make it mild," and answers, "Yes, ma'am, it's very spicy."  And she goes, "Could you, please, ask the chef to make it spicier." (Sometimes I actually consider of giving her a present of Pure Capsaicin Crystals, but I know she's going to try them and I don't want to be responsible for the consequences.)

Back in December, she held a three-day sales summit in the company's NYC headquarters – all salesmen came over from their different locations.  This usually means breakfasts, lunches, and dinners together.  Thankfully, in NYC that's not a problem.  The team enjoyed French-Asian fusion, classic American steakhouse, Korean…  An Italian restaurant is always a must, since the sales person with the most seniority comes from a Bolognese family. 

Unfortunately for the boss-lady, Italian food doesn't offer too many possibilities for extra-spicy.  She orders Shrimp Fra Diavolo over linguine, but it's not doing the job.  Red pepper flakes are asked for and happily received.  She starts shaking the plastic thing over her plate and orangy-red bits sparingly drip out (there is a reason the container is designed this way – one must use the hot stuff with a caution).  That's not enough for her – she starts shaking harder and harder…  until the top flies off and most of the pepper from the bottle ends up in the sauce.  All the men at the table are laughing their heads off – the boss slipped up!  Maitre d' sees it (how can you not, with all that violent shaking?) and immediately runs over, offering to replace the dish.  The lady refuses and laughs lightheartedly with her "boys" about her clumsiness.  She removes some of the pepper excess onto her bread plate and proceeds to eat what, I imagine, is an unbelievably spicy pasta without breaking a sweat.

Six weeks later, the same group of people is on the road visiting their Rust Belt customers.  They started in Pennsylvania and are now on their way to Ohio.  I'm sure my readers understand that the food scene in the industrial towns of Western PA is not quite the same as it is in NYC.  Here you go for Italian because it's probably your best choice.  So, there they are again with dishes that vaguely correspond to the Italian names on the menu.  This time around the owner's sauce is not spicy at all, but the generic plastic bottle with red pepper flakes is already on the table.  She reaches for it and the shaking ensues.  The memory of the NYC debacle is too fresh for the boys not to bring it up: "Be careful, don't shake the top off," a few of them warn.

Let me step aside for a second: Just as the bosses' human qualities differ, so are the ones of the subordinates.  A couple of them are of the self-conscious type – they simply don't want to be inside a public spectacle again.  Others are genuinely concerned about her not spoiling her food.  Yet, there are always those resentful, passive-aggressive employees, who secretly cherish the idea of a boss making a fool of him/herself.  One of those had his iPhone at the ready.

Well, as you probably guessed, the container's top comes flying again and a half of the red pepper flakes ends up on the pasta.  Oh, the childish hilarity!  Everybody laughs – some wholeheartedly, some to cover up the awkwardness.  The prepared dude snaps the picture and immediately posts it on facebook.

A young salesman who told me about the repeat performance of the pepper flakes show was visibly hesitant and uncomfortable with the whole facebook posting part.  I was simply appalled at the disrespect.  And what about the owner/CEO herself?  Did she fire that rude fucker?  Of course not.  The emotions should not interfere with business - it's impossible to replace a high-caliber sales exec overnight.  But I know this woman very well.  She's never going to let it go.  You can see it in her unsmiling eyes when she laughs about the whole thing.  She is on the lookout: as soon as she finds someone else, the insolent fool will be gone.  She will not even flinch; just like she doesn't flinch from the spiciness of her food.

Quotes of the Week: Everyone Is Disparaged at Home


Delphic-Sibyl-Detail"And when the sabbath day was come, he began to teach in the synagogue: and many hearing him were astonished, saying, From whence hath man these things? and what wisdom is this which is given unto him, that even such mighty works are wrought by his hands?

Is not this the carpenter, the son of Mary, the brother of James, and Joses, and of Juda, and Simon? and are not  his sisters here with us?  And they were offended at him.

But Jesus, said unto them, A prophet is not without honour, but in his own country, and among his own kin, and in his own house.

And he could there do no mighty work, save that he laid his hands upon a few sick folk, and healed them. 

And he marvelled because of their unbelief,  And he went round about the villages, teaching."

                                                    Mark 6:2 – 6

The Frustrated CFO comment:

Philosophical and belletristic powers of biblical stories lie in their proverbial precision and universality.  It's no surprise that people frequently use phrases that became ingrained into our common cultural consciousness without even knowing that they are quoting the Bible.  

In this particular case, many use a simplified version (No man is a prophet in his own land); others put it into their own words ("He was a dreamer, a thinker, a speculative philosopher… or, as his wife would have it, an idiot" [Douglas Adams]) – but the truth remains: People who know us privately, who observe us growing up or growing old, who see us in our house robes and undies, who bring us tissues and teas when we are sick, cannot appreciate us for our achievements, even if they enjoy their fruits.

Great men and women are frequently treated carelessly by their siblings, long-time friends, old neighbors, spouses, boyfriends, and girlfriends.  I frequently hear stories told by various business owners and executives about their children who have no idea what their parents do, don't care to find out, and treat them as if they were some silly schmucks.  Scary people who control fates and well-being of numerous entities and their employees around the world are made fun of at home.  My own daughter rarely shows any respect to me, but will admire and listen to other people.

It takes someone as objective as I am to acknowledge an extraordinary person in someone very close.  Alas, it's an impossibly rare exception to the common rule: one will not get honored in his/her own house.