Eh! It’s 2014: Show me the Money, Jerry
February 13, 2014 • Rick Andrade • Print
published: Vistage for CEOs
“Show me the money,” shouts a screaming football player (played by Cuba Gooding Jr) into the phone to his sports agent Jerry Maguire (played by Tom Cruise) in the movie. The scene is forever classic, like “Greed is good” in the movie Wall Street. But here, Jerry must bellow back the phrase over and over to salvage Gooding (his last remaining client) from jumping ship.
While it may be hard to recall the exact year that movie was released, the line and message has never lost its popular refrain. Show me the money. That’s still the big question I hear in these early days of the New Year from small business owners sensing it may be safe to invest in the future again.
While the economy hints at really blasting off in 2014, a new hope for better times ahead is finding its roots in many quarters of the economy, according to economists like Mark Zandy at Moodys. Zandy sees the December labor report which showed only 74,000 new jobs created as a flute, and sites a 4% GDP run-rate in Q4 of 2013, coupled with a 30% increase in the S&P stock index last year, as too bullish to ignore.
To these enthusiasts, 2014 is finally the year to Show me the Money. Translation; we should expect more growth, more demand, more jobs, and less government intervention. But I can recall a year ago January 2013 when much the same enthusiasm lauded 2013 as the break out year. But while the stock market (courtesy of the Fed) added 30% gains, money lenders and investors showed only a weary confidence. So why should we believe now 2014 is the new 2013?
As a natural born sceptic, always on the alert, I tend to look for signs that the engine that drives our economy is truly gearing up, which means more specifically, not looking at employment figures up or down each month, but rather taking a closer look at small business lending metrics as a leading indicator, in other words checking the horse behind the horsepower. Companies who borrow do so because they see a profitable reason for doing so.
Still, from the executives I speak with, as a business and banking advisor, comes a repeated chorus of rhythm and blues as to why banks still won’t lend to them. But the reality, according to the Federal Reserve October Bank Lending Survey, is different. “Regarding loans to businesses….banks eased their lending policies” and sited an increase in demand and competition for such loans. The market for business loans and equity capital funding has been quietly fertilizing the landscape for small business growth for months now, which I believe is why the stock market and economic forecasts look so much more promising.
If the trend continues as expected, Show me the Money for businesses large and small will flow like the river Nile in 2014. In fact, a recent KPMG survey of 1000 business execs found 2 out of 3 (66%) are looking for new opportunities to expand in 2014, including in my space, bringing buyers and sellers together in M&A.
Like no other time in history, access to capital is global. What’s more, while the landscape of capital providers continues to change, competition among money lenders and investors is expected to heat up this year as idle cash seeks solid investment opportunities. What’s especially good about 2014’s ability to really Show me the Money is a consequence of the JOBS Act two years earlier. New SEC rules now allow more general public solicitation for investments formally excluded, which opens wide the capital flow spickit even more than in 2013, making it easier for private equity funds, hedge funds, and even venture capital rounds to advertise and raise money via the internet.
Add to that, courtesy of Title III of the JOBS act, Crowdfunding, which connects small business and/or entrepreneurs with like-minded investors online using social media. This new funding platform has already topped $5bil in deal activity last year according to www.crowdfunding.org, and in my view will soon compete aggressively and openly with Angel and Venture Capital group money.
Which brings me to the key question I am often asked: “If there is so much money, where is it? “
Enter the Rick Andrade FINANCING PYRAMID, a simple graphical way to visualize how lenders and investors categorize and link risk to rates. I recently discussed a version of my Pyramid as a speaker at the Fancy Food Show in San Francisco this year. I created the Financing Pyramid because it helps explain why applications for loans or equity get rejected. Here for the first time business owners and execs can see how banks and investors will likely view applicants when they ask for cash. And unless your company is a Tier 1 borrower, the unexpected higher interest rates quoted can be hard to understand. Why?
The simplest answer when clients ask what rate a lender or investor will charge is to know what risk they are taking: the lower the risk the lower the rate. Have a look at the Pyramid again. Interest rates listed are near-term ranges from surveys and vary according to the applicants perceived risk profile; like home mortgage loan rates that can vary based on your credit score.
On the right hand side of the Pyramid are the sources of financing like commercial banks, small business investment companies, private equity, angels and even crowdfunding. This is where so many execs get confused and often shocked out of the market when they approach a source for money. They hear about low rates and abundant capital, but don’t know in advance which Pyramid layer (interest rate group) their application will fall, or should fall: Hence why I created the Pyramid.
In Tier 1, top earning cash flow businesses which are mostly mature, profitable businesses looking to borrow funds to expand via M&A, build new plants and buy new equipment get the best deals because the risk of repayment default is low. That’s easy, right? But higher risk Start-ups on the other hand, trade risk for reward more starkly. In 2014, rates for HIGH RISK start-ups will likely stay in the 30-40% range, where they have been historically, because the risk of default is most often very high.
50% of all new start-ups will fail within 5 years according to the BLS. For this reason, banks and other lending institutions want collateral and security for defaults. Enter Tier 2, where lenders look for assets and accounts receivables to collateralize in the absence of abundant cash flows. These Asset Based Lenders, and hard money finance companies like On Deck, Biz2credit, and CAN Capital to name a few charge hefty fees, as high as 50% annualized, according to the Wall Street Journal (1-8-14, 2014).
Still without such collateral the risk of default climbs even more in the eyes of many money sources. And at Tier 3 & 4 (Start-Ups), it’s hard to fill the void. Family, Friends, Angels, Credit Cards, these old traditional sources of funds have not changed in decades. And rates for these funds, in some cases 40% or more, may even require business owners to use the equity in their business in exchange for the cash.
The take-away message here is that while investors and lenders have more Show me the Money capital on-hand ready to deploy now than at any time since the great recession ended. 2014 still requires the responsibility of business owners and cash-seeking executives to calculate their own risk profile. Do the research and peg your risk profile with those on the Financing Pyramid.
When you do that, you will have at the very least a basis of understanding for why lenders and investors when they do Show you the Money, will charge you, not the advertised media headline super low promotional rate, but rather the rate that matches the reality.
So I wrote about it and published it at Vistage Village, where it is generating a lot of buzz about where CEOs stand when it comes to people vs technology.
Here’s the article: BY Rick Andrade, Los Angeles, Ca
It’s 5:00am Monday morning and you’re at the office early because today you’ll need all hands on deck. Your largest customer is expecting on-time delivery today and you hope everyone on staff shows up. But they don’t. Four label & pack clerks have the flu. It’s the third time this month. You throw up your hands, pull up your sleeves, and get packing. You recall reading an article in Automation Nation Magazine about new worker productivity machines. Hmmm… But you still love having employees, right?
Sound familiar? It seems to me that as 2014 looms on the horizon, most business owners are not only reading more articles, but also buying into options to do more with less. And that’s not good for human beings looking for work if you follow me. Why? Because Human labor is a really tough hire these days, especially as demand improves. According to the US Labor Dept., Worker Productivity (the value of goods and services produced in a period of time, divided by the hours of labor used) has doubled in the last 40 years, and combining that with Outsourcing means employers have serious alternatives to hiring US workers to get the job done; which begs the old question anew; Are employees worth it?
Of course part of the answer is related to how a business owner perceives the Value of an employee. As a result, I thought now was a good time to take a closer look at how we got here.
To frame the discussion, the Value of an employee is clearly both quantitative and qualitative in measure. If you ask a Wall Street Analyst the value of your employees, he or she will say that’s easy. Take your total annual sales and divide that by the number of employees you have, and Bingo! That’s the value. The higher the ratio of sales to staffer, the more valuable each employee should be to the enterprise. The lower the figure the less valuable and less productive to the enterprise each staffer is. This is called the Sales per Employee ratio (SPE), and it can vary a lot depending on your industry:
Sales Per Employee (SPE) Ratio
SPE is one of the most widely used performance metrics to measure the value of staffers to total revenue. For example, Wal-Mart with $450bil in annual sales as of 2012 and over 2 million employees has a $214k per staffer SPE metric, while service industry employees like those at Morgan Stanley with $34bil in sales and 57,000 employees in 2012 generates $598k in sales per staffer. Facebook meanwhile generates $5bil in revenues with just 4,600 employees according to filings. That’s over $1.3million per human there. From a stock market point of view, a firm with a higher SPE ratio over its competition should have a higher overall valuation, all else being equal. In fact, companies that outsource manufacturing to a lower cost domicile (think China and India) can also increase its SPE ratio, and hence market value for shareholders. Take a look at this table and see if you can spot a pattern:
SPE Ratios for select companies: 12months Ending June 2013:
Company …………………………..Sales per EmployeeExxon Mobil:………………………….$ 5,801,756 FaceBook:………………………………$ 1,324,529 Microsoft:………………………………$ 828,181 GM:………………………………………$ 717,568 Morgan Stanley:………………………$ 598,570 Intel:……………………………………..$ 498,333 Boeing:………………………………….$ 476,021 Kraft:…………………………………….$ 430,897 B of A:……………………………………$ 372,322 Walt Disney:………………………….$ 283,686 Wal-Mart:……………………………..$ 214,991 McDonalds:……………………………$ 63,167
Of course these figures can be misleading and don’t illuminate the full picture. But in general with the exception of Exxon Mobil, higher SPEs come from higher technology companies’ output. These companies are very productive at what they do. But even in manufacturing, higher technology often translates into doing more with less. Take auto manufacturing. In 1993, GM generated $110bil in US auto sales with 448k employees which equals a $245k SPE. Today GM sales are $153bil with 213k staffers resulting in a $717k SPE, almost 3 times the value per worker as compared to 20 years ago. So how did GM nearly triple its worker productivity in the US? One word: Robots.
Productivity in the US
According to the Heritage Foundation and US labor statistics, Worker Productivity in the US has doubled since 1973. That’s a 100% increase in 40 years. Consequently, one employee today can now do the work of 2 staffers 40 years ago. While this massive productivity wave continues to spread across all business sectors in the economy it technically suggests American businesses only need one-half the workers to produce similar goods and services. Along the way this tends to wipe out unskilled labor in the wake, and can turn many full-timers into part-timers. In fact, the NY Times reported 70% of jobs created through June 2013 are indeed part time. As employers seek increasingly higher skilled human beings this trend further decreases the US Labor Force Participation Rate (those working and looking for work), which stands at a record low 63% in August 2013, down from 66% in 1993 according to the Bureau of Labor Statistics. Part of the reason for the decline is the growing number of unskilled or mis-skilled workers who can’t find work. And this gap is a problem.
But let’s be fair. If as an employer you had the choice between human or machine, which should come out on top? That’s easy, right? Grab a pencil and try it. Make a quick list, 2-columns: Reasons to Hire, Reasons Not to Hire. Click on my list:
Now ask yourself, given the choice man or machine, which is better?
In other words as the cost of finding and hiring and training and managing a human being on the planet in any “for-profit” business increases, why would an employer in a competitive market be compelled to do it? In a free market they wouldn’t. But is the pendulum of technology swinging past its own purpose? Some anti-free-market socialists might argue there should be a regulatory obligation by employers of ‘size and capability’ to hire and maintain a specific number of staff? They cite that in 1973 S&P 500 earnings per share (EPS) was $40, as of mid-year 2013 S&P EPS is nearing $90. And while even in times with very little top line revenue growth, S&P 500 companies continue their climb by cost cutting and productivity increases. So where does this end, The Matrix? As the landscape changes and our economy becomes one driven more by ‘knowledge workers,’ fewer and fewer are needed. Hence the gap between man and machine could threaten the entire US economy where 70% of US GDP is driven by consumers spending their hard earned cash one job at a time.
So are employees still worth it? If you’re an employer in the U.S. it’s your choice; hire a human and take the plunge, or instead hire a tireless metal monster or digital demon and add to our nation’s increasing Productivity rate. That is, a technology pendulum that I estimate could feasibly replace as much as 30% of the remaining U.S. workforce by automating or outsourcing jobs in the next 20 years.
So whether or not the value of your employees is measured in sales or service or love of human interaction, each business owner will continue to face the difficult choice of man or machine as an individual decision. But if nothing is done to ebb the flow of automation without a concern for the human part of the equation, we may all accidentally find ourselves online buying that fancy new can-opener robot on sale that also cleans windows, walks the dog, and does our taxes. Think about how much money that could save your old employees, once they find a new job.
About the author: Rick Andrade is an investment banker and finance writer in Los Angeles helping CEOs buy, sell and finance middle market companies. Rick has earned his BA and MBA from UCLA along with his Series 7, 63 & 79 FINRA securities licenses. He is also a Real Estate Broker, a volunteer SBA/SCORE instructor, and blogs at www.RickAndrade.com on issues important to middle market business owners. He can be reached at email@example.com. This article should not be considered in anyway an offer to buy or sell a security. This is for informational purposes only.
I had the honor of participating on a recent webinar panel with 3 other guest speakers discussing how and why business owners should pre-plan their exit before they sell their most valuable asset.
Click on the link below for a Free copy and hear from experts on the subject as well as my take on the difference between Price and Valuation Multiples.
Here was the agenda:– Creating a Check List is your first move – Pre-planning (>2 yrs before transition) – Short term planning (<2 yrs before transition) – Exit strategy – How to execute the plan
CEOs, CFOs, business owners and advisors
The Panel:Rick Andrade, Managing Director – Janas Associates M&A Investment Banking firm Andy Horowitz, VP with Morgan Stanley Wealth Management Ronald S. Friedman CPA Partner with Marcum LLP Lewis Stanton, Managing Partner at Stanton Associates LLC Audio:
After years in the making, this coming October 2013 marks the beginning of the roll-out of the Affordable Care Act, aka ObamaCare. Given the sweeping changes of the new law much mis-information and media hype trying to explain it has only fueled the flames of confusion and distrust as to what actions small business owners must take. Congressman Waxman’s office recently offered to help by sending me a link to the SBA which is now conducting Free Webinar updates on their website to help clarify employee vs employer impacts starting this fall.
The SBA is offering several Free LIVE Webinar opportunities so business owners can ask questions and get answers. Here’s the link http://www.sba.gov/community/blogs/community-blogs/health-care-business-pulse/affordable-care-act-101-weekly-webinar-se
Remember the “employer mandate” component of the law has been postponed 1-year to January 2015. Meaning businesses with more than 50 employees will have one more year to prepare to offer health insurance to their employees. Recall the actual number of small businesses with more than 50 employees that currently DO NOT offer health insurance is below 5% nationally. So for the vast majority of small businesses in the U.S. nothing will change.
The “individual mandate” on the other hand, will roll-out this fall as scheduled, unchanged by the 1-year delay. That means by January 2014 uninsured Americans en masse will be expected to participate in the market by purchasing healthcare insurance on the new state Healthcare Exchanges popping up across the country. For those in California the new H/C exchange is called www.CoveredCalifornia.com
Given this new law will likely impact you or somebody you know, aka your employees, I suggest each CEO get better educated on the subject before employees come asking about their options. These new SBA Webinars as a result offer an easy opportunity to get up to speed quickly.
My latest article published by CEO Magazine briefly juxtaposes traditional M&A finance with Crowdfunding.
Published May 30 2013 CEO Magazine by Rick Andrade
While global M&A activity declined from over $3 Trillion in 2007 to $1.5 Trillion in 2012, according to Dealogic, it should be no wonder the damage these lingering effects are having on M&A transactions. One industry in particular, Food & Beverage is the tale or two worlds. According to the Food Institute’s annual research on Food M&A, the number of deals in 2012 was 316, down from 386 in 2011. Meanwhile, US corporate balance sheets continue to pile up cash, and Central Banks around the world continue to flood markets with new currency. The US stock market as a result continues higher and higher with the Dow past 15,000, and the S&P past 1600, both all-time highs.
The consequence of all this money flooding in from all corners of the globe is to inflate US stock prices. In fact, public food companies are trading at new record Multiples, now over 12x times earnings for food products, processing , and ingredients, up from 9x only 9 months ago. Note the recent purchase of Heinz by Berkshire Hathaway which paid $27.5 Billion to close the deal, a premium price.
Smaller private companies on the other hand, food or otherwise, are not getting as much love nor the benefits from the truck loads of global money flowing into public market stocks. Rather the multiples for lower middle market private companies are half what these giants are valued at. So why are the big deals getting bigger while small deals still lag? The assumptions I hear from smaller company CEOs is “buyers want perfection.” And any dip in earnings or EBITDA becomes a large discount to value, and hence lower purchase price offers from Strategic Buyers and Private Equity Groups. In other words “Risk Off.”
The same results can be seen in lending to middle market companies. According to the SBA: Office of Advocacy, lending from brick and mortar banks was still trending down in 2012 for loans under $1 million, at the same time interest rates are at rock bottom… hence a gap that needs filling.
Enter the new world of Crowdfunding 2.0 courtesy of the Jobs act signed by President Obama in April 2012. While the SEC is still tinkering with the final rules for just how these online portals called Crowdfunding Platforms will comply with Reg D rules, the road is paved for final release any day now that incoming SEC chief Mary Jo White has the rules on her desk for final approval. As it stands now, however, any company or person can raise money online using a CF platform like Kickstarter as long as the funds are considered a Donation.
For companies that want to borrow money using a CF platform, like SoMoLend the old rules of requiring no more than 35 unaccredited investors is still the golden rule. But that’s about to change. According to the new rules being proposed under the JOBS Act, companies can raise up to $1million each year from any number of unaccredited investors. That’s people who earn less than $200,000 per year. This opens the doors for smaller companies to beat the banks at their own game. In 2012 CF platforms raised over $2.7 Billion according to Crowdsourcing.org. That’s not much in a $200 Trillion global monetary system, or even of the $$55 Billion Angel and VC money invested each year. But, CF is growing at a tremendous rate, and is expected to top $5 Billion in funds raised by the end of 2013.
So fear not ye middle market CEOs, for until local banks can see their way back to the lending table, Crowdfunding is stepping up, ready to help new and established business owners get the funding they need to grow into bigger firms, and one day earn the higher multiples these companies deserve as much as any S&P behemoth. For food companies and everyone else in middle-market- land the time is coming to have our cake and eat it to.
Rick Andrade is a Los Angeles based investment banker focused on helping middle market companies in finance, mergers, and acquisitions. He began his career learning Big Five accounting firm strategy-consulting at Accenture and later at Cap Gemini Ernst & Young. Andrade is a Managing Director at Janas Associates in Pasadena, Ca. and blogs at www.RickAndrade.com
As middle market mergers and acquisitions heat up this year, the value of your company could be viewed more specifically if you are near the employee threshold of 50 Full Time Equivalents (FTEs).
From a middle market investment banker point of view putting your finger on how these issues for business owners will impact valuations and buyer perspectives is in the DCF assumptions, right? Let’s say you come to me and want to sell your company. You have 60 FTEs and spend $360,000/yr ($6,000/employee) for benefits and expenses. Under the new laws a new owner could cut that expense down to $30,000. That’s a savings of $330,000 each year. How?
According to the ACA (Affordable Care Act) employers on the 50 person cusp are given a 30 person exemption, and penalized only 2.5% over $9500 in salary per employee for the remaining 30 staffers. Depending on how much you pay your staffers, ie) Salaries in the $50,000/yr range will incur roughly a $1,000 penalty, you can see where this is going. In other words if a small business owner decides to sell the business, there could be a tempting maneuver to increase take home earnings immediately by pushing health care costs onto the public at a huge discount. Notwithstanding the inherent risks of the switch, saving over $300,000/yr could be irresistible. For a seller that is approached under this scenario the increase in enterprise value could conservatively exceed $1.5mil in today’s deal dollars. Add that to the deal value and many sellers might blink.
While I have not seen this M&A scenario baked into any new deals yet in 2013, it will certainly become a growing question between middle market business owners on the cusp looking to sell later this year. If you’re interested in how a few real world companies are expecting to deal with the new Obamacare rules, take a look at Adam Bluestein’s article in Inc Magazine this month where he takes a close look at 4 case study company CEOs on the edge.
Last month E&Y reported a near 50% drop in global M&A from $4Trillion in 2007 to $2Trillion last year, and while that may not be a fair comparison as M&A crawls back from the depths, the perennial fear and anxiety buyers have of overpaying for mergers and acquisitions has probably never been higher. Often missing is the acquirer’s ability to accurately measure the value of the Seller’s customer base and its recurring revenue streams.
The reason for the error according to Walker Research, an Indianapolis based customer research firm, is the acquirer’s inability to properly survey the top 80% of the Seller’s customer base and categorize them into 4 Key Value groups:
Properly identifying the “customer type” and matching it up with the likelihood that those customers will stick around can help avoid overpaying for an M&A target sometimes by $millions. The simple rule of thumb or takeaway is to recognize when you the CEO of the acquiring company may need to hire a 3rd party to re-evaluate and re-value the Seller’s customer base more closely in a riskier transaction.
Walker Research recently gave members of the ACG (Association for Corporate Growth) an informative webinar explaining the importance of Advanced Customer Due Diligence – which is now available to the public.
Ladies and Gentlemen, our first New Year’s present has arrived.
It’s another gift from our kids; a generation feverishly bent on serious change. And this time they’re re-engineering the perennial landscape of small business financing. It’s the Internet meets Crowd Funding part 2, courtesy of the Jobs Act in Washington. You’ve heard of it, Crowd Funding, where budding entrepreneurs raise money on the internet for new sticky-wand hair removers and degravitizing dust particle vacuums, right? There is that. But what if, as well, it was soon to become the most measureable small business economic payoff from Social Media of all time? Would that get more attention?
Until now, for most of my clients (and me) crowd funding has been little more than a mere curiosity. Most business owners I know still think to raise money the old fashioned way, they borrow it, from a bank, with thick walls and a vault. But what if that were not the right way anymore? Enter the rise of the CFPs (crowd funding platforms) in 2013. That is when under the Jobs Act crowd funding platforms are expecting to expand beyond facilitating donations and rewards. The new options which include debt and equity raises may begin to ruffle old feathers. Why? Think of it. One company has already seen over $10 million in crowd funds pledged for their product line! That’s serious coin. But how is that possible without Gangnam Style you wonder??
In business school we all learned about how innovations like Facebook can dramatically disrupt an industry’s rate of change. Well, perhaps on some smaller level it’s proper to say, like it or not here we go again. This time, it’s not brick and mortar bookstores going down, it’s brick and mortar banks. Especially small local banks, they better watch out. Is that a stretch? Maybe. But at some point the key question becomes obvious: why would anyone (like a small company) let a local bank have all the fun (so to speak) when you can now tap into a growing planet of online users (you don’t even know) to help finance your company’s next big thing?
Well, 2013 could be just that bell ringing, and the year this thing takes off. According to crowdsourcing.org there are already over 500 CFPs (crowd funding platforms) worldwide. Most are in the US where new rules have been written, lessons have been learned, and it’s where over $800mil in crowd funds were raised in 2011. So maybe it’s time to get more familiar with it and in what better way than by using a recent SCORE Crowd Funding webinar to spread the word. It’s a 1-hour moderated prerecorded online webinar from SCORE.ORG (where I too am a proud Business workshop instructor). The program is a moderated slide show discussion between two crowd funding companies, Indiegogo and Somolend, who (like Kickstarter) facilitate specific crowd fund-raising processes for a fee of about 4%, although pricing varies.
They use a few simple real-life case studies to explain exactly how crowd funding successes are achieved… start to finish. I would consider the info an early 2013 heads up present for small business owners, and it’s free: You’ll quickly learn:
- What is Crowd Funding & How it Works
- Types of CF: new Debt/Equity option vs Donation/Reward
- Why the 30-Day Campaign is a big hit
- Best Practice Case Studies & Tips for Success
- SEC and FINRA views and rules
Is it a global tide change for small business lending; a disruptive evolution in the making? It could be that. But on the face of it, do I see crowd funding platforms replacing Wall Street bankers anytime soon? Not really. But then $10 million isn’t play money either.
About the author: Rick Andrade is a Managing Director and investment banker in Los Angeles. He represents active sellers and buyers of middle market companies. Rick has his BA and MBA from UCLA along with his Series 7, 63 & 79 FINRA securities licenses. He is also a Real Estate Broker, a volunteer SBA/SCORE instructor, published writer and blogger at www.RickAndrade.com for issues important to middle market business owners. You can reach him at RickAndrade@earthlink.net
Alas… the chance at a new beginning once more for all of us in the U.S. And at what better time is there than now to re-focus on what’s important going forward. As a writer and business banker I often listen specifically for a client’s go-forward growth strategy, whether it’s global expansion, or in their own backyard. What’s key to remember is in fact the title of this well done article at CEO Magazine Is Your Company Fit for Growth?
As a strategist I help many CEOs figure this question out. As a buy/sell business banker I insist on having a specific growth plan because having one opens the doors wider for bank financing and investment interest. Your growth plan is part of the language we bankers’ speak… and for those business owners who make the adjustments, the future can be very bright. Have a look at the article and you can tell me if You’re Fit for Growth in 2013 or not.