The Art of the Covenant
Everything you need to know about loan covenants
Two years ago Allen Systems Group Inc., a computer-software manufacturer based in Naples, Fla., was almost ready to sign a new credit agreement. But its chief financial officer, Frederick Roberts, was concerned about an essential yet often-overlooked component of the deal: the loan covenants.
"Our banker wanted to include some very strict covenants regarding the company's key financial ratios," Roberts recalls. Those covenants "would have wound up hampering our ability to grow, because they would have prevented us from acquiring some important new software products. Each acquisition would have put us temporarily out of compliance."
Roberts was determined to negotiate the $23-million company's way out of those requirements--or seek financing elsewhere. "Too many entrepreneurs get ecstatic just over the act of qualifying for bank funding--but then fail to pay attention to the fine print of the loan agreement," he says. "If you're not watching and you fall out of compliance with a covenant, you run a very powerful risk of getting your loan called in, whether you're up-to-date on your payments or not."
Loan-covenant problems are fairly common for fast-growing companies, whose financial statements seldom conform to a banker's ideal vision of fiscal health. Roberts, armed with short- and long-term financial projections, eventually won "more appropriate" terms, as he puts it. But many other companies either don't try to change their bank covenants or don't worry about future problems those covenants might pose.
Would your own approach have been simply to sign up, close the loan, and hope for the best? Then it's time for Inc.'s quick primer on loan covenants. Don't visit your banker without it.
MYTH: With bank financing, all that matters is the interest rate.
REALITY: Many banking experts believe that interest charges are among the least important features of a loan. "After all, interest is a deductible business expense, so the government is really helping you handle it," notes George M. Dawson, a banking consultant based in San Antonio, Tex.
Loan covenants, on the other hand, are extremely important to your banker. A violation of a loan covenant is "the bank's early-warning system that something might be going on in your company that's a sign of trouble," Dawson explains. "It's like a blip suddenly appearing on the radar that tells the bank to pull its loan before something really bad happens."
Given how heavily the U.S. banking industry is regulated, your banker's attitude makes sense. Banks aren't supposed to engage in high-risk investments that could endanger their customers' savings. Meanwhile, banks can't monitor their investments in companies like yours on a daily, or even frequent, basis. Loan covenants have evolved as banks' next-best safeguard, through monthly, quarterly, or annual regulation of key financial ratios and other essentials.
MYTH: Until your company is supersuccessful, you won't be able to qualify for better covenants, so why try to negotiate?
REALITY: Once a bank decides to give your company a loan, it's in the bank's interest to make the entire loan agreement as accurate as possible. But if you don't warn your banker that a covenant just won't work, how will he or she know?
"This is the stage to stop selling to your banker and, instead, start setting realistic expectations," explains Douglas Reynolds, a partner at the Boston law firm Peabody & Arnold. He and other experts agree that business owners won't jeopardize a loan simply by trying to negotiate covenant issues. If a requirement is inappropriate for your industry or your business, tell your banker why--before you sign a loan agreement. Be prepared with documentation (especially past financial records), as well as with suggestions about alternative standards your company could meet.
MYTH: If you've made all your loan payments on time, your banker won't really mind a slipup or two on a covenant.
REALITY: Don't kid yourself. If you anticipate falling out of compliance during any period that your banker monitors, you could wind up in hot water.
At the first sign of trouble, Douglas Fineberg, a banking consultant based in North Hampton, N.H., warns company owners to "very realistically assess the situation. If the problem is one of an extremely short term nature, and you're convinced you can correct it before you're due to report results to your bank, then you probably don't have to worry. But if you can't cure it fast, then you have to look for ways to minimize the situation."
Avoid methods of communication that might suggest you don't take the problem seriously. That means no quick notes or phone calls. "Ask your banker to come to your office to meet with you and your attorney and accountant," advises Fineberg. "Be prepared to give a full explanation of what's gone wrong and what you're prepared to do to correct it." It's a good idea to follow up on such a conversation in writing.
MYTH: You'll never escape from all these covenants.
REALITY: Once you have several banks competing to win you as a customer, it's much easier to negotiate less restrictive covenants. That's playing the best banking game of all: "Let's Make a Deal."
Now What? Take This to the Bank
It's not easy navigating your way through the loan-covenant jungle, especially at a time when bank mergers have added inches to many boilerplate documents. Here are five steps that should help:
- Find out whether your prospective bank plans to retain your loan or sell it. In the latter case, there's probably less room for maneuvering over covenant issues.
- Inquire about the bank's expertise in--and funding experience with--your industry. Covenants from industry specialists are often more realistic.
- Ask to see a sample list of covenants before the date of the closing, so that you can avoid a situation in which desperation for funds--or a lack of careful analysis--persuade you to simply sign anything. Make certain that you can live with the bank's terms about the consequences of going out of compliance.
- Do a computer run of your company's past performance during the most recent one-, two-, and three-year periods to see if you could have complied with all loan covenants, especially key ratios, if your loan had been in place before now.
- If those results indicate future problems, schedule a visit with your banker and suggest more realistic covenants.
Jargon: Lingua Banker
There are more potential covenants in a loan agreement than ingredients in a gourmet dinner. But here are some types of restrictions you may encounter:
- Full disclosure. "Banks were burned badly during the 1980s, when they often relied on information that turned out to be inaccurate or misleading," notes banking consultant Douglas Fineberg. Now most demand audited financial statements on an annual, quarterly, or even monthly basis. (That frequency is a hidden loan cost, since the more often you need audited statements, the higher your compliance costs.) Other covenants may spell out how soon you'll need to notify the bank of significant changes in circumstances, such as the loss of a major customer.
- Salary caps. Bankers want to prevent the top management from removing so much cash from the company that loans don't get repaid. Salary caps might be tied to a percentage of sales or profits, or simply appear as a dollar limit.
- Key ratios. Bankers track various financial ratios to make certain your company can handle its loan payments. "You'll often see what's loosely called a liquidity ratio," says lawyer Douglas Reynolds. "This might calculate pretax income before debt payment and then compare it with whatever the company will need to service its debt--meaning the interest plus principal payments--and also be able to continue to operate." Other key ratios can vary widely; not all banks rely on the same formulas or definitions. You can probably expect some version of a quick ratio (cash plus cash equivalents and accounts receivable, divided by current liabilities) and a current ratio (current assets, including inventory, divided by current liabilities). The rules differ, but expect to see covenants approximating 1 to 1 for a quick ratio and 2 to 1 for a current ratio.
- Net worth. You may encounter a whole group of covenants about your company's (and sometimes your personal) net worth. The loan agreement often specifies a minimum value below which your company's net worth should not drop. You may also be tied to a debt-to-net-worth ratio.
- Personal guarantee. This is essential to many small-business loans. As soon as you prove your company's creditworthiness, negotiate to remove this covenant--fast.
Jill Andresky Fraser is Inc. 's finance editor.
For an exhaustive discussion of the dos and don'ts of loan covenants, George Dawson's newly published book, Borrowing to Build Your Business: Getting Your Banker to Say Yes (Dearborn Upstart Publishing, 800-448-3181, $15.95), can scarcely be beaten. It's readable, it's sophisticated, and it truly is full of important insights about loan committees, bankers' "code" phrases, and the way to win the best financing arrangement you can. As is often the case with top-notch business books, Dawson's end-of-the-book glossary is worth memorizing...certainly before your next encounter with a prospective banker.
ALLEN SYSTEMS GROUP, Frederick Roberts, 750 11th St. South, Naples, FL 33940; 941-263-6111 99
DOUGLAS FINEBERG, P.O. Box 1628, North Hampton, NH 03862; 603-964-7325 99
PEABODY & ARNOLD, Douglas Reynolds, 50 Rowes Wharf, Boston, MA 02110; 617-951-2100 99