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Archive for January, 2014

SALE OF GLUMETRICS, INC.

Gerbsman Partners (www.gerbsmanpartners.com) has been retained by GluMetrics, Inc. (www.GluMetrics.com) to solicit interest for the acquisition of all, or substantially all, the assets of GluMetrics, Inc.

Based in Irvine, CA, GluMetrics, Inc. is a glucose monitoring medical device company, founded in 2005 with a patented, optical fluorescence, continuous, non-consumptive, real-time glucose sensing technology with the potential to materially impact both the hospital-based and diabetic glucose monitoring markets.

The Company has raised in four (4) rounds of venture capital financing over $57M, from Versant Ventures, ATV (Advanced Technology Ventures), Kaiser Permanente Venture Group, New Leaf Partners and private investors.

IMPORTANT LEGAL NOTICE:

The information in this memorandum does not constitute the whole or any part of an offer or a contract.

The information contained in this memorandum relating to GluMetrics’ Assets has been supplied by GluMetrics.  It has not been independently investigated or verified by Gerbsman Partners or its agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by GluMetrics, or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

GluMetrics, Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of GluMetrics’ or Gerbsman Partners’ negligence or otherwise.

Any sale of the GluMetrics Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of GluMetrics or Gerbsman Partners.  Without limiting the generality of the foregoing, GluMetrics and Gerbsman Partners and their respective staff, agents, and attorneys,  hereby expressly disclaim any and all implied warranties concerning the condition of the GluMetrics Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent.  This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

GluMetrics, Inc. is a medical technology company that has developed the patented GluCath® Intravascular Continuous Glucose Monitoring (IV-CGM) System (referred to as the“GluCath System”).  The system consists of (i) a fiber-optic based, single-use, disposable sensor that is inserted into either an artery or vein using standard vascular accesstechniques and (ii) a portable battery-powered monitor. The GluCath sensors leverage a proprietary chemistry which changes its fluorescence in proportion to the surrounding glucose concentration.

GluMetrics was focused initially on applying its proprietary technology to inpatient continuous glucose monitoring, a market that could exceed $1.4 billion globally, concentrating solelyon specific critically ill patient segments in the surgical, cardiac and medical Intensive Care Unit (ICU). Significant and successful clinical testing was completed using the first product embodiment in hospitalized, post surgical patients in the US and abroad. The impressive results of this data speak to a significantly de-risked core measurement engine. The Companybelieves that an additional $800 million of upside opportunities exist in the hospital by expanding from the initial core ICU market to general surgeries and the general ward.

With the first commercially viable non-enzymatic sensor technology, the Company also believes that it could exploit the existing outpatient continuous glucose monitoring marketconsisting of three million people with Type 1 diabetes and the need for improved sensor technologies to support safe and effective insulin pump therapy, including the elusive “closedloop” insulin delivery system. Healthy human volunteer studies in diabetics were also completed which helped further confirm the utility and performance of the measurement engine in subcutaneous placements.

GluMetrics believes its assets are attractive for a number of reasons:

Technology “De-risked” with Clinically Proven Success

GluMetrics has completed design, development and clinical testing of its continuous, real-time, non-consumptive, fluorescent glucose measurement technology, which included extensivein-vitro testing and design verification activities. The technology, successfully deployed in the hospital ICU setting, is easily inserted via an existing radial artery cannula, stable requiring only one calibration/day, with exceptional accuracy in the hypo- and euglycemic ranges.

The Technology is Applicable for Numerous Applications

The core chemistry, hydrogel and optical system are configurable for other applications, including CGM for the diabetic population. In addition, potential applications such as for bioreactors and other laboratory measurements are straightforward developments, based on the existing measurement engine.

The Intellectual Property Portfolio is Diverse and Impressive

Twenty-five (25) issued US Patients and Foreign Counterpatents cover the core technology with an additional Twenty-two (22) pending US or PCT patent applications, with Claims that are extremely broad and diverse covering both the intravascular and subcutaneous realms (see Appendix for details).

Well Documented, Repeatable Manufacturing and Quality Procedures

The GluMetrics dye-quencher chemistry, hydrogel and monitors have been manufactured under the Company’s Quality System. The processes incorporated have resulted in repeatable and reliable devices for the uses intended, and are thoroughly documented, including all product and raw materials specifications, manufacturing and inspection processes.

GluMetrics Company Profile and Funding History

GluMetrics, Inc. was incorporated on Jan. 1, 2005. Throughout the course of 2005, GluMetrics, Inc. raised just over $2.9M in series “A” and “AA” capital to fund recruitment, establish theOrange County, California headquarters and advance the development of the fundamental GluCath sensor chemistry.

In July 2006, GluMetrics purchased all assets, goodwill and intellectual property of TGC Research Ltd. from Diametrics Medical, Inc. (“Diametrics”).  All prior art, trade secrets andintellectual property (including seven issued patents still in force) relating to Diametrics’ previous fluorescence-based intravascular systems for blood constituent monitoring is nowexclusively owned by GluMetrics.  Following this transaction, TGC Research Ltd. became a wholly-owned subsidiary of GluMetrics, Inc.

Also in July 2006, the Company closed a $9M series “B” financing to further refine and validate the GluCath System in pre-clinical trials.  This series “B” round was co-led by VersantVentures (Newport Beach, CA) and Advanced Technology Ventures (Palo Alto, CA), with each firm participating at $4.5M.

In March 2008, GluMetrics secured a $3M venture debt financing through Silicon Valley Bank supporting operations through September/October of 2008.

In July 2008, the Company closed a $21M series “C” round financing to continue the development of the GluCath System and initiate clinical trials. This series “C” round was led by NewLeaf Venture Partners (Menlo Park, CA) with significant participation from series “B” investors.

In October 2010, GluMetrics secured $10M in bridge financing from existing investors to initiate clinical trials of an arterial sensor and support ongoing operations.

In March 2012, the Company secured $8M in new equity as part of a recapitalization.  These funds supported the expansion of clinical trials, including extended duration arterial andvenous deployments.

In January 2013, GluMetrics secured $5.6M in bridge financing from existing investors to complete its arterial and venous clinical trials through the second half of 2013.

Impact of Technology on the Market

The GluCath System is ideally positioned to become the clinician’s preferred solution to support glycemic measurement for both the in-hospital and diabetic markets for five primaryreasons:

1)      The GluMetrics fluorescent glucose sensing system is the first non-GOX sensor to be clinically validated in a meaningful multi-center trial with sub-10% MARD results.

2)      The ultimate flexibility and adaptability of the measurement engine will enable broad application across a diverse universe of clinical applications including hospital-based and diabetic patients.

3)      The GluCath sensor measures plasma glucose in flowing blood continuously and directly. Given the non-enzymatic method of measurement, the GluCath sensor is notsusceptible to the numerous interferences and limitations which have affected electrochemical sensors.

4)      The GluCath System is most accurate in the physiologic range where accuracy is paramount (i.e., in the euglycemic and hypoglycemic range).  Additionally, the GluCathSystem provides rapid user feedback on both directionality and rate of change.

5)      The GluCath monitor is configured in a portable, hand-held, battery powered format allowing for flexible and convenient monitoring across the continuum of care (i.e., Pre-op-OR-ICU-Step-Down-General Floor-Outpatient). The GluCath sensor is small enough to be inserted into the radial artery of the arm via a standard arterial catheter, while maintaining pressure monitoring and blood sampling capability.  The sensor can also be deployed directly into a vein using a splittable introducer, leaving only the sensorindwelling in the vessel. Alternatively, it is feasible to deploy the sensor through a central venous catheter or integrated into a novel vascular access device.

6)      The sensor physical size, optical path and chemistry are such that it can be configured for subcutaneous insertion and sensing

In contrast to the GluCath System, potentially competitive devices now known to be under development have significant disadvantages, including larger size, limited mobility, therequirement for unique flush/calibration solutions and greater user-complexity. Additionally, numerous physician interviews have described some of these competitive approaches asfundamentally lacking sufficient accuracy in the target range, algorithmically dropping points, missing glucose excursions, or being too slow to reflect changing blood glucose.

GluMetrics’ Assets

Scope Of GluMetrics’ Patent Coverage

In summary, GluMetrics has a strong patent portfolio, including 25 issued patents, 1 allowed and 21 pending patent applications, with priority in optical fiber-based equilibrium fluorescent glucose detection going back as early as December 2000, and patent terms extending past 2030.  Since licensing the core chemistry, GluMetrics has perfected its commercially valuable innovations in extensive patent filings.  Indeed, the GluMetrics’ patent portfolio creates a minefield for any competitor trying to commercialize an equilibrium, fluorescent glucose sensor, whether intravascular or subcutaneous, whether fluorescence lifetime or intensity, and whether critically ill or walking diabetic populations. (See Appendix for details)

In addition to the GluMetrics’ patent portfolio, the following are available:

·         Clinical and pre-clinical data

·         Design and test equipment used in the development and manufacture of the GluCath system

·         Product specifications, drawings, manufacturing, assembly and quality insurance documentation

·         Furniture, fixtures and tooling used to assemble and/or manufacture the system

·         Test procedures, reports and data supporting the system testing during design and development

The assets of GluMetrics will be sold in whole or in part (collectively, the “GluMetrics Assets”). The sale of these assets is being conducted with the cooperation of GluMetrics.  GluMetrics and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership.  Notwithstanding the foregoing, GluMetrics should not be contacted directly without the prior consent of Gerbsman Partners.

The Sale of the GluMetrics Assets is being conducted pursuant to a Resolution of the Board of Directors of GluMetrics, Inc. for the liquidation and dissolution of the company which was approved by unanimous consent of the Board on January 23, 2014. GluMetrics expects the sale of the GluMetrics Assets to be completed without any further vote or action by GluMetrics’ stockholders.

GluMetrics, Inc. Key Personnel

William Markle, President and CEO

With a 30 year career in high-tech medical devices focusing on the Critical Care marketplace (Baxter, Edwards Life Sciences, American Hospital Supply), Mr. Markle has most recentlybeen a senior member of two well-funded and successful medical device start-up companies:  Tensys Medical and Masimo Corp.  Bringing an emphasis on understanding and definingkey customer requirements, operationally building and directing successful marketing, clinical support and direct sales teams, Mr. Markle has a strong record of both successful fund-raising and visionary leadership in multiple “customer-facing” disciplines.  A graduate of Duke University (BSME) and Pepperdine (MBA), Mr. Markle provides a current and real-worldperspective to the creation of shareholder value within the medical device sector.

Stuart L Gallant, VP, Product Development

Mr. Gallant has been in medical device development and management for over 41 years with extensive experience in the design, development and marketing of cardiovascular, patientmonitoring and vital signs devices and systems.  Initiating his career with Medtronic, he has subsequently been a successful medical device entrepreneur involved with creating,managing and developing four prior medical device start-ups, including significant experience with venture- capital financed enterprises, in senior management and Board positions.Coupled with his technical and management background and education (BSEE, MSBME, MBA), Mr. Gallant holds twenty US issued patents in medical devices and nationallyrecognized professional certifications in financial planning (CFP®, ChFC®).

Tricia Zubke, Controller

Ms. Zubke has over 20 years’ experience in accounting, human resources, information technology and all aspects of office management.  Prior to joining GluMetrics, Inc. in 2005, Ms. Zubke worked for a privately-held real estate development company and a recruiting firm specializing in human resources executives.  Ms. Zubke obtained a Bachelor’s degree in business management from Concordia University, Irvine and is a licensed California real estate broker.

GluMetrics, Inc. Outside Board of Directors

·         Mike Carusi, General Partner, Advanced Technology Ventures, Palo Alto,, CA

·         Charles Warden, Managing Director, Versant Ventures, Menlo Park, CA

·         Sam E. Brasch, Director, Kaiser Permanente Ventures, Oakland, CA

·         John Alexander, Santa Cruz, CA

·         Tom Berryman, Laguna Beach, CA

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”).  Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the GluMetrics Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of GluMetrics, Inc., Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and neither GluMetrics nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the GluMetrics Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than March 7, 2014 at 3:00 p.m. Eastern Standard Time (the “Bid Deadline”) at GluMetrics’ office, located at 15375 Barranca Pkwy, Suite I-111, Irvine, CA  92618.  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.  The attached GluMetrics fixed asset list may not be complete and Bidders interested in the GluMetrics Assets must submit a separate bid for such assets.  Be specific as to the assets desired.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable.  All bids must be accompanied by a refundable deposit check in the amount of $250,000 (payable to GluMetrics, Inc.).  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

GluMetrics reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.  Interested parties should understand that it is expected that the highest bid will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

GluMetrics will require the successful bidder to close within 7 business days.  Any or all of the assets of GluMetrics will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the GluMetrics Assets shall be the sole responsibility of the successful bidder and shall be paid to GluMetrics at the closing of each transaction.

For additional information, please see below and/or contact:

Steven R. Gerbsman

(415) 456-0628

steve@gerbsmanpartners.com           

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Why Great Leaders Set Boundaries

Sandi Krakowski, Entrepreneur

stop-3

D. Sharon Pruitt / Flickr

It takes less than two seconds to send a tweet and just a few quick minutes to send an email. Our digital world has not only caused our output at work to increase and become easier, with so many mobile-device options, but it’s also caused many business owners to forget some basic rules of good business.
I currently reach more than 650,000 people through my social-media connections. As a consultant and thought leader, people turn to me every day for motivation, insights, strategies and more. In the middle of the hustle to create great content, making sure we’re being consistent, producing new products, running masterminds, hearing what our customers are saying, giving our best service and working to grow our client base by thousands of people per day, it is very easy to lose sight of the fact that we don’t need to be working 24/7 to be a success.

Boundaries and good company policies are not only a sign of good business management but they are also an act of faith. If I’m burnt out, stressed out and not making money, assessing my current marketing plan is critical. But so is reviewing where my time is going in a world that can suck away hours quickly through something as small as a smartphone. This is where faith comes in. If you think this will be easy, you’re kidding yourself. It will take discipline, hard work and a lot of belief in yourself and your company. Learning to love your customers while simultaneously ignoring your critics takes a lot of courage and conviction.

To serve customers in this generation requires that you are not only good at what you do and can manage people and your time well, but it also requires that you understand how to do so in a global digital space, where anyone and everyone can voice their opinion and get a hold of you 24/7.

Here are a few key pointers to setting up good business practices that ensure good, old fashioned customer service, while also setting the boundaries necessary in our mobile, fast-paced culture:

Just because anyone can get a hold of you 24/7 doesn’t mean you have to answer. On a tele-class I recently did with 2,800 students, I asked coaches from various industries what their biggest challenges were. I also asked this same question on social media a day later. Having boundaries was in the top-three listed concerns. How to keep people from invading their personal life was a pain point many brought up. This overlapped with how to stop working all day and night, seven days per week.

Even in an online world we need to have posted hours, policies and processes we follow. This is not so much to cover our backside as it is to make our workplace enjoyable for our clients and ourselves. No one can work 24/7 and live a happy life. Quit kidding yourself. Set up regular office hours and then abide by them. Just because someone can tweet you any time of the day doesn’t mean you have to answer them in real time. Email doesn’t have to be answered every time something comes in. By stopping the habit of attempting to answer everyone anytime they write, ask a question or present a need we not only will protect our sanity as a business owner, we’ll model for our clients what good business is. Be on top of your game when you are at work. Quit wasting hours talking to friends all day on Facebook. Work hard and play hard.  This is good business.

Take responsibility. If people are calling you all day long, it’s your fault.  Go back to square one and ask yourself why they have the access to do so.  Remember that just because your phone number is posted on your website doesn’t mean you have to answer the phone 24/7. In addition, if you listed your cell phone number on your website or in your emails as the preferred mode of communication, then it’s your own fault if your phone is buzzing at all hours of the day.

People are predictable. They will call at odd hours. Stop getting so upset. Truth be told, we’re acting unprofessionally if we give everyone the phone number of the device we carry on our body all day long.

Use a business phone service that goes to an answering service and routes calls to you during normal business hours. Send them to voicemail during your off hours. There are many options when it comes to a virtual switchboard. Even if you’re the only person in the office or your company, use a tool like this to set yourself up for success. Get an assistant as well. A person who is available for anyone at any time isn’t giving good service or over-delivering. Rather, they are over-extending and probably not really as much of an expert as they say they are. Experts aren’t available all day long. They also take responsibility for their time.  In business, time is money.

Quit giving away your services free. If I pay you for your expertise but a schmoozy email from a friend can cause you to just give away your services at the drop of the hat, not only is this unprofessional, it’s unethical. Far too many business owners give away their time and then wonder why people won’t pay them their service fees. You paid to get to where you are in your professional skill level, so stop getting sucked into two-hour ‘let’s just have a cup of coffee’ meetings with people who say they want to pick your brain. This isn’t good prospecting. It’s actually an act of desperation and is rooted in fear.

Read more: http://www.entrepreneur.com/article/231050#ixzz2rjWDnJXa

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Under the Radar Hidden Gems in Business Educationhttp://www.internationalbusinessguide.org/business-education/

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FlashStock Logo-1

NEWS RELEASE

FlashStock Inc. Closes Seed Round; Develops Stock Photography Platform for Branded Content

FlashStock Inc. is the first-ever platform to provide brands with their own affordable and scalable library of customized images built by a growing network of consumer photographers.

NEW YORK, NY / TORONTO, ON (January 21, 2014) – FlashStock Inc. completes seed stage round of financing to continue development of its on-demand stock photography platform.

FlashStock provides brands a steady stream of customized, on-brand images sourced from a growing global network of consumer photographers in real time via smartphones.  The service provides simple, safe and easy to understand rights management, helping to reduce legal and ethical risks associated with the use of social media images in marketing campaigns.

Different from other stock photography services, the FlashStock model allows brands to co-create authentic online and traditional marketing campaigns using on-brand images gleaned from the collections of a select group of photographers called the FlashStock Flasharazzi.  The Flasharazzi consists of consumer photographers from around the world who capture brands and/or moments that suit a brand’s described concept.  This on-demand service saves brands time and money they would otherwise spend sifting through large photo collections or directing expensive photo shoots.  Images are quickly vetted for quality and uploaded to the FlashStock image library, ready for immediate use by client brands.

FlashStock’s platform and incentive program offers photographers the opportunity to be part of a community where they can learn from one another, gain visibility for their work in advertising, and earn between $10 and $200 per month in addition to credit-based incentives. Prospective photographers may apply to join the Flasharazzi by submitting portfolios to www.flashstock.com or flasharazzi@flashstock.com.  Portfolios are reviewed and evaluated based on creative merit, quality of work, and geographic location.

Brands can subscribe to FlashStock with fees starting at $1,250 USD per month.

FlashStock’s Board of Directors include:

Tom Arrix, former Vice President of Global Marketing Solutions (North America) at Facebook
Chris Burggraeve, former Chief Marketing Officer of Anheuser-Busch InBev; Founder, Vicomte LLC
William Campbell, former Senior Advisor at JPMorgan Chase & Co and Chief Executive Officer of Global at Citibank
Michael Scissons, Chief Executive Officer of Grid Ventures, Executive Chairman of FlashStock
Grant Munro, Chief Executive Officer of FlashStock
Additional advisors and investors of FlashStock include Kevin Colleran, Ryan Holmes, Jonathan Carson, Shane Steele, Steven Gerbsman, Simon Mansell, Mike Parker and Jonathan Lister among others.

“Marketers around the world are struggling to access high quality, customized images at a reasonable price,” says Michael Scissons, Executive Chairman of FlashStock.  “FlashStock offers companies  a network of consumer photographers that creates the ability to build customized content catalogues based on their marketing needs.”

“In my time at Facebook it became clear that high quality images (content) drove the best results,” stated Tom Arrix, FlashStock board member and former Vice President of Global Marketing Solutions (North America) at Facebook. “Brands and agencies continue to struggle to deliver consistent, great content, at scale. Cost or lack of budgets to produce the content has always slowed things down.  FlashStock is a platform that provides the ability to change this and I’m excited to see its impact on revolutionizing the industry.”

“Far too many companies and agencies assume that it’s okay to use unpaid photos shared via social media without requiring the photographer’s and/or model’s consent,” opined Grant Munro, Chief Executive Officer of FlashStock.  “In 2013 we saw a wave of litigation that continued to set precedents on these issues.  Among FlashStock’s key commitments, we strive to make rights management easy and safe for companies of all sizes.”

FlashStock is currently accessible through an invite-only or closed beta platform. Companies/brands and photographers can request an invitation by visiting http://www.flashstock.com or by emailing info@flashstock.com.  An official public launch will follow later this year.

About FlashStock Inc.
FlashStock Inc. is a provider of customized on-demand visual content to brand-based clients and agencies in North America and the United Kingdom.  Working with its global network of consumer photographers, FlashStock adds thousands of client-briefed photographs to its collection each week.

The company’s sales and marketing is headquartered in New York City with development based in Toronto, Canada. The company was founded by Grid Ventures, a New York-based internet advisory and investment firm.

For further information and contact details, please visit www.flashstock.com and connect with us on Twitter, Facebook and LinkedIn.

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sick-people.png12 Major Global Risks That Seem Like Something Out Of A Movie by Steven Perlberg

Investors can envision a stock market correction this year even if they think it ultimately won’t happen.

Then there’s income disparity, unemployment, liquidity issues — these are the risks we anticipate, if not expect.

But what about the other risks out there? The lesser-known unknowns?

The World Economic Forum is out with their list of global risks for 2014, and it of course includes the usual suspects of familiar problems. But the WEF also highlights a few global risks that sound like the very stuff of science fiction or action/adventure.

Unfortunately, many of the risks — like large scale data theft or environmental catastrophes — aren’t that hard to imagine anymore.

Here are the risks that, if realized, would be truly wacky (with commentary from the report):

1. Greater incidence of natural catastrophes (e.g. earthquakes, tsunamis, volcanic eruptions, geomagnetic storms) 

Existing precautions and preparedness measures fail in the face of geophysical disasters such as earthquakes, volcanic activity, landslides, tsunamis or geomagnetic storms, causing widespread disruptions in interconnected supply chains and communication networks.”

2. Greater incidence of man-made environmental catastrophes (e.g. oil spills, nuclear accidents)

“Existing precautions and preparedness measures fail to prevent man-made catastrophes, causing greater harm to lives, human health, infrastructure, property, economic activity and the environment.”

3. Political collapse of a nation of geopolitical importance

“One or more systemically critical countries experience significant erosion of trust and mutual obligations between states and citizens, leading to state collapse, internal violence, regional or global instability and, potentially, military conflict.”

4. Major escalation in organized crime and illicit trade

“Highly organized and very agile global networks commit criminal offences while the illegal trafficking of goods and people spreads unchecked throughout the global economy.”

5. Large-scale terrorist attacks

Individuals or non-state groups successfully inflict large-scale human or material damage, which is particularly problematic when decentralized and widespread.”

6. Deployment of weapons of mass destruction

“The availability of nuclear, chemical, biological and radiological technologies and materials leads to major international crises.”

7. Pandemic outbreak

“Inadequate disease surveillance systems, failed international coordination and the lack of vaccine production capacity lead to the uncontrolled spread of infectious disease.”

8. Unmanageable burden of chronic disease

“Increasing burden of illness and long-term costs of treatment threaten recent societal gains in life expectancy and quality while overburdening strained economies.”

9. Antibiotic-resistant bacteria

“Growing resistance of deadly bacteria to known antibiotics inhibits the ability to control deadly diseases.”

10. Breakdown of critical information infrastructure and networks

Systemic failures of critical information infrastructure (CII) and networks negatively impact industrial production, public services and communications.”

11. Escalation in large-scale cyber attacks

State-sponsored, state-affiliated, criminal or terrorist cyber attacks increase.”

12. Massive incident of data fraud/theft

Criminal or wrongful exploitation of private data takes place on an unprecedented scale.”

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Please take time to review this video   http://www.youtube.com/v/AgYLr_LfhLo?version=3&hl=en_US&rel=0

Always remember and never forget – “Freedom is NOT Free”

Also, say “thank you” to a “Soldier and Veteran” today, for they SERVED

with Honor & Respect

Steve Gerbsman

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San Francisco, January, 2014
The Black Swan Pushes Events to the Tipping Point-Maximizing Enterprise Value in the upcoming Crisis
This article was published by Steven R. Gerbsman and Robert Tillman in May, 2007.

Please read, enjoy and “be prepared”.

Best regards,
Steve Gerbsman

We are currently in one of the best economic times in our country’s history. The stock market is at all time highs, unemployment is at all-time lows, interest rates are low, money is plentiful and deal valuations are high and getting higher. There are, of course, many worrisome trends: terrorism, excessive government spending, trade deficits, high oil prices, immigration and over the longer term, such issues as an aging population and (possibly) global warming. Although problems and worries always exist, in historical terms, times are very good indeed.

The big questions for us as specialists in maximizing enterprise value are:

Will it end?

Yes. Of course. Even fundamentally healthy economies experience frequent and often violent corrections. The current world economy has evolved in many ways over the past decade. All large businesses are international. The primary economies of the world are very tightly linked together. Money is far more liquid and moves around the world with far less “friction” than it did in the past. The pace of technical change continues to increase. Nevertheless, we do not believe that the laws of history, and especially, the laws of human nature, have been repealed.

As always, “The more things change, the more that they remain the same.”

When will it end?

Unfortunately, no one knows the answer to this question. In historical terms, the current economic expansion has continued for a very long time and has survived numerous shocks, including war, a doubling of energy prices, natural disasters and localized economic downturns, such as the bursting of the sub-prime mortgage bubble. It appears to be “ripe” for a downturn. On the other hand, inherently unstable situations often persist for far longer than anyone could believe possible. During the 2000 Internet bubble, it seemed to us for quite some that the old rules of business no longer applied and that 25 year-old CEOs knew something us old guys did not know. When the crash occurred, we were relieved to find out that we were not so obsolete after all.

We did, however, underestimate the staying power of technically insolvent companies with broken or non-existent business models. Many of these companies had significant cash on the balance sheet (offset, of course, by significant liabilities) and investors who continued to infuse more cash far beyond the point of reason. Today, there exist immense pools of uncommitted cash, much of it in the hands of entities, such as private equity funds and hedge funds that are subject to minim al regulatory scrutiny and whose operations are obscured from the public view. In addition, the weakness of the dollar against both the Euro and the Pound Sterling makes U.S. assets a relative bargain. These factors tend to mitigate against an economic downturn. For how much longer they will continue to do so we do not know (and if we did know, we would certainly would not tell).

How will it end?

Fast, hard and unexpectedly. Two recent books shed a great deal of light on the process:

The first book, The Tipping Point by Malcolm Gladwell describes how human behavior causes events to cascade rapidly once a certain critical mass (the “Tipping Point”) has been achieved. Examples in the business world include periodic economic “panics” and the spread of certain technologies and products, such as personal computers, iPods, cell phones, etc. It is very difficult to predict in advance when the “tipping point” in any situation will be reached, but history has shown that, once it has been reached, events proceed very quickly.

The second book, The Black Swan: The Impact of the Highly Improbable by Nassim Nicholas Taleb describes how highly improbable, and hence unpredictable, events periodically create massive change. The title of the book derives from the observation that the existence of even a single black swan disproves the assertion that all swans are white. Historical examples include the Fall of France at the beginning of World War II, the rise of the Internet and 9/11.

There are many obvious candidates for a “black swan” event that pushes the world economy over “the tipping point” into a downturn – a war with Iran, a nuclear terrorist attack or a worldwide bird flu or small pox epidemic, but generally, it is what you do not see that gets you. We are fundamentally optimists about the long-term prospects of the world economy. In many highly measurable ways, the wor ld really is improving, driven by technological innovation, a lowering of barriers to trade and increasing economic integration. Nevertheless, we are old enough to have lived through many “bumps” along the road and know that such discontinuities will always occur. We believe that we will see a significant economic event sometime over the next 12-18 months, either localized to a particular sector or geographic region or globally.

Our Advice?

Before such an event occurs:

As a board member, investor or stakeholder:

1.  Implement tight cash flow, receivables and inventory reporting so that you are alerted to problems early.
2.  Focus on the control, preservation and forecasting of CASH on a weekly, monthly and quarterly basis.
3.  Require “bottoms up” forecasting for all aspects of revenue and expense. Have the CEO and CFO defend ALL numbers.
4.. Hold the CEO responsible and accountable for Performance. If you are off the business plan/forecast, re-forecast based on the reality of “what is” today.
5.  Communicate frequently with all parties at interest. Check that the CEO is providing leadership, motivation and morale to the management team and employees.
6.  Review all companies in your portfolio. Identify and define action plans to fix weaknesses now.
7.  Utilize professional resources to assist in maximizing enterprise value, when appropriate.
When such an event occurs:

Face up to reality and act quickly. When things are going bad, waiting seldom improves them. We have never seen a board of directors act too quickly when faced with a crisis. We have all too frequently seen a board act slowly or not at all.
Call for assistance early. The earlier professionals can get involv ed in the process, the better the potential outcome in maximizing enterprise value. Many times boards request assistance only after a company has run out of cash. Many more options exist to maximize enterprise value if a company has some running room.
About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 79 technology, medical device, life science, digital marketing/social commerce and solar companies and their Intellectual Property and has restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception, Gerbsman Partners has been involved in over $ 2.3 billion of financings, restructurings and M&A transactions.

Gerbsman Partners has offices and strategic alliances in San Francisco, New York, Boston, Orange County, VA/DC, Europe and Israel.

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GERBSMAN PARTNERS
Phone: Cell: +1 415 505 4991
Email: steve@gerbsmanpartners.com
Web: www.gerbsmanpartners.com
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