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If You Practice This 1 Rare Habit Now, You’re a Much Better Leader Than You Think

It may be common sense, but not common practice

By Marcel SchwantesFounder and Chief Human Officer, Leadership From the Core
Getty Images

Employee engagement is a top contributing factor to high-performance work cultures and productive employees. And yet people often confuse “engagement” with “satisfaction.”

The key difference between the two, it turns out, has little to do with free beer, pet-friendly policies, or on-site acupuncture leading to satisfaction.

It has everything to do with the work itself.

That said, engagement is also incredibly difficult to keep a pulse on. That’s why the very best leaders don’t just lead; they do something still considered rare by any corporate measure. They listen to their employees.

The critical importance of continuous listening

As you may have heard, recent news reports are filled with accounts of employee protests and walkouts, and even a government mandate to give Google employees the right to speak out on their beliefs — demonstrating how important employee feedback is.

According to a survey of more than 1,000 workers by employee engagement company Achievers, just 20.8% consider themselves “very engaged.” That same survey suggested that a lack of listening was partially to blame. While 40% of workers ranked their manager and employer “okay” at soliciting feedback, a full 16.3% ranked them as “horrible.”

Many experts agree continuous listening is one of the best ways to improve the employee experience. Dr. Natalie Baumgartner, chief workforce scientist at Achievers, says, “Engagement is complex, but that doesn’t mean we need to make it complicated. Empowering leaders to talk with employees to understand more about what’s working and what’s not is the best place to start.”

Most companies, purposefully or by happenstance, practice some sort of listening. The majority, though, still fall into the trap of just hoping these sorts of conversations occur in manager one-on-one meetings or relying on yearly surveys.

Baumgartner warns, “Life doesn’t change once a year. Employee engagement is exceptionally fluid and dynamic, changing throughout the course of a single day. If a channel is not in place for continuous listening, employees simply don’t have a way to voice concerns or feedback as life happens, resulting in employers missing opportunities to address problems before they become systemic issues.”

Business leaders should systemize a method for gathering ongoing feedback, whether it’s using a surveying tool with an ongoing set of questions, making feedback a formalized part of meetings, or using a technology solution. 

What to listen for

Managers should try to understand how employees feel about their work and the organization to understand more about their overall engagement–and also why they feel that way.

Asking how someone is feeling is such a simple, human act, but too infrequently done. Just look at Meghan Markle’s reaction when asked by a reporter how she was doing as a new mom.

The response each employee provides will differ. How they feel could range from excited to burned out to uncertain. Why they feel that way could be due to a change in leadership, a new project, or something as simple as a tech issue preventing them from working efficiently.

As Baumgartner noted, employees’ engagement will constantly be in flux, making the act of asking ever more important.

Acting on feedback

Gathering feedback isn’t enough, and can even be detrimental if the feedback isn’t addressed. The Achievers survey found when it came to actually acting on feedback, workers ranked managers and employers even more negatively. A sizable amount (42.3%) said their managers and employers were “okay–they make a few changes based on it,” but over one in five (21.4%) rated them as “horrible–they never do anything with feedback.”

The purpose of collecting feedback is to achieve continual improvement. The changes needn’t be monumental. Sometimes simply acknowledging feedback can have a positive impact.

“One of the most impactful mechanisms a manager can have on their team is to both ask for and acknowledge feedback regarding the experiences of their employees. Leaders do not have to have all the answers. In most cases, including employees in identifying a solution results in an even more effective outcome,” continued Baumgartner.

As the New Year looms–a time when job-hopping spikes–making sure employees feel valued is a prerequisite of great managers. Showing empathy around their experience–by seeking feedback–is one of the critical steps to achieving that.

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Don’t make these embarrassing style mistakes at your company’s holiday party.

By Lauren A. RothmanStylist and fashion expert
Getty Images

Tis the season for festive fashion faux pas at the office. Whether you’re attending your own company soiree or will be someone’s plus one, make sure to keep your holiday inspired ensembles on point. While dress codes have shifted to be more casual at some companies, holiday attire should still be appropriate.

Party invites are out for the season and champagne towers will be high. Consider these events a form of networking for the job you want, not just the one you have. While you mingle with both senior management as well as employees you oversee, avoid making these embarrassing style mistakes.

Don’t be a “Sexy Santa.”

Office holiday parties are not an opportunity to cut your hemline in half or reveal too much cleavage. Guys, this goes for you too. Keep your dress shirts buttoned and pants shouldn’t be overly fitted. Your boss and coworkers don’t need to see you in leather head to toe, baring your midriff, or in excessively platformed high heels.

Do dress like a regular work day, make sure your clothing fits well and is not too tight, sheer, revealing or inappropriate.

Don’t overdress.

If you haven’t been hired to dress in costume, don’t. Leave your Hanukkah Harry and Santa gear at home. Festive inspired holiday wear is different than novelty style touches.

Do wear a red velvet tie or colored outfit like the one below and save your festive onesie to win best-dressed at your neighbor’s Ugly Sweater party.

Don’t be too wacky.

Office jokesters beware. Do not be the person who carries portable mistletoe or wears clothing that lights up like a christmas tree and jingles. Chances are high alcohol is free flowing, do not add to the mix with an obvious flask of eggnog or by wearing a drink guzzler helmet.

Do keep novelty fashion to a minimum and stick to a couple statement accessories. If you must, don a reindeer headband like the one below, or single light up holiday necklace.

Don’t be too flashy.

There is such a thing as too much sparkle. Have fun with the holiday spirit, but there’s no need to pair sequin shoes to a matching dress for an office luncheon. Feathers are fun on sleeves or even on a bowtie but leave the boa at home.

Do opt for fun shoes and jewelry for the ultimate icebreaker while you network your way around the buffet.

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Life is too short to wear boring shoes. 🤩

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Real leadership goes well beyond skills.

By Heidi ZakCo-founder and co-CEO, ThirdLove
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Over the past seven years, I have learned that when it comes to leadership, nothing beats authenticity.

In the early days of building ThirdLove, I was so fixated on trying to be a “great leader” or a “great public speaker” that I realized I was trying to be someone I wasn’t. I would correct myself, be overly conscious of how often I moved my hands, or which words I used to describe certain situations, so that I ended up not channeling my most authentic self.  I came to learn that not only is it OK to speak with your hands, or speak more conversationally, but that those things make you more real, more engaging to the audience, and a more genuinely confident leader.

My perspective has changed about what a great leader looks like–and I believe there are five qualities all great leaders have in common:

1. All great leaders are dedicated to being themselves, rather than “fitting the mold” of what they (or others) believe a leader should look like.

There tend to be fewer female CEOs than male CEOs in the business world.

If you think about what used to be the idea of a CEO, the image that comes to mind is probably an older white male. He probably acts a certain way, does certain things, and over time has created the definition of what a “CEO leader” should look like.

But especially in today’s day and age, leadership is less about “fitting the mold” and more about being dynamic, relatable, and someone other people can genuinely connect with. The more you can put that energy out into the world, the more people you can and will attract.

2. All great leaders say what they mean, and mean what they say.

People have to know that what you say holds weight–and that if you make a promise, you will follow through on that promise. People have to know they can rely on you.

This is one of the qualities we value most in our management team at ThirdLove. I have 100 percent trust that when someone tells me they’re going to do something, they’re going to do it (and do it well). And I have to create that same level of trust with them, following through on my promises to them. Trust isn’t built simply because they or I say the words. It’s built through experience after experience of a promise being made, and then that promise being delivered on.

3. All great leaders can consistently make the right decisions in a timely fashion.

You don’t always have the luxury of thinking indefinitely about how to solve a problem. And most of the time we don’t have all the information we’d like to have but still have to move ahead.

Sometimes, decisions have to be made quickly. One of the things that can frustrate teams and other leaders within an organization is when someone is holding things up out of fear of making the wrong decision. It becomes very hard for people to respect a leader who either can’t make a definitive decision or ping-pongs back and forth between conflicting decisions.

4. All great leaders take the lion’s share of the responsibility.

When a decision goes awry, great leaders never throw someone else under the bus.

The worst type of potential leader is someone who blames other people for what is ultimately their responsibility. In our case at ThirdLove, the buck stops with me and my co-CEO. If one of our teammates or managers makes a mistake, that’s not just a reflection of them, but also a reflection of us–and it’s our responsibility to ask ourselves, and other leaders, what else we could have done to prevent the mistake and do better next time.

5. All great leaders inspire and empower the people around them.

Being a leader is not a right. It’s a privilege.

Every single day, your job is to excite your team, have them buy into the collective mission, and really understand what it is you’re trying to accomplish. And the more your organization grows, it’s not just about the founders or executives being able to inspire, but about your managers, your department heads, even your junior employees being able to do the same.

Being able to communicate why you are all going on the journey together is how you build a team. And the more effectively you can communicate your mission, the more effectively you will be able to hire, scale, and all grow as one.

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of AirXpanders, Inc.

Further to Gerbsman Partners sales letter of September 4, 2019 and “Update to Bidding Process” on September 9, 2019, regarding the sale of certain assets of AirXpanders, Inc. (“AirXpanders”), I am attaching an Asset Purchase Agreement (“APA”), Fixed Asset List, Trademark List, US Patent List, AirXpanders’s Data Room due diligence information list and Inventory list provided by the company.  Also, interested parties who would like to speak with Shalon Ventures regarding the potential go forward License relationship should email Barry Cheskin at bcheskin@sumadvisory.comand he will respond to you.

Please also be advised that the Bid Date for all interested parties has been moved up to Friday, September 27, 2019 from Wednesday, October 2, 2019.   The reason for this is that the fixed assets must be removed from the premises no later than September 30, 2019.

It is recommended that when potential interested parties bid, they should submit their bid on:

  1. Fixed Assets Only
  2. Inventory Only
  3. Intellectual Property – including Patents, Trademarks, Clinical Trials, etc. Only
  4. A combination of all of the above

Prior to the bid date of September 27, 2019, I would encourage and recommend that all interested parties have their counsel speak with Jonathan Bell, Esq., counsel to Oxford Finance LLC and AirXpanders Assest Liquidation Company LLC, to discuss any questions or comments of a legal nature relating to the transaction.  Jonathan is available at 617 310 6038 and bellj@gtlaw.com

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by 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.  

Ken, Jim and I will be following up to review the updated Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

Any and all the assets of AirXpanders will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

 

Gerbsman Partners (www.gerbsmanpartners.com) has been retained by AirXpanders Assets Liquidation Company, LLC (“Seller”) to solicit interest for the acquisition of all, or substantially all of, AirXpanders’ assets (the “AirXpanders Assets”).  Seller recently stepped into a loan (the “AirXpanders Loan”) originally made by Oxford Finance LLC (“Oxford”) to AirXpanders, Inc. (“AirXpanders”), the repayment of which was secured by a pledge of substantially all of AirXpanders’ Assets.  Subsequent to the acquisition of the AirXpanders Loan, Seller is completing a UCC foreclosure with respect to the AirXpanders Assets in order to sell the AirXpanders Assets, free and clear of all liens, claims and interests, in accordance with the sale process outlined herein. 

 

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 AirXpanders’ Assets has been supplied by former employees of AirXpanders who are now engaged as consultants to AirXpanders Assets Liquidation Company, L.L.C. (the “Seller”).  Nothing contained herein has been independently investigated or verified by Seller, Gerbsman Partners, Oxford Finance, or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by Seller 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.

Seller, Oxford Finance, and 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 Seller’s or Gerbsman Partners’ negligence or otherwise. Consultants, 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 Seller’s, Consultants’ or Gerbsman Partners’ negligence or otherwise. 

Any sale of the AirXpanders Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or type whatsoever from, or on behalf of Seller, Consultants and Gerbsman Partners. Without limiting the generality of the foregoing, Seller, Consultants and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the AirXpanders 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 Appendix A.

 

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign the Non-Disclosure Agreement (attached hereto as Appendix A) to have access to the due diligence data room documentation (“Due Diligence Access”), and the AirXpanders Video. 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 had an opportunity to inspect and examine the AirXpanders 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 Seller or 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 Seller and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make 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 AirXpanders Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than  Friday, September 27, 2019 at 2:00pm Pacific Daylight Time (the “Bid Deadline”) at Gerbsman Partners office, located at 211 Laurel Grove Avenue, Kentfield, CA 94904.  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. In particular, please identify separately certain equipment or other fixed assets.  The attached AirXpanders fixed asset list may not be complete and bidders interested in the AirXpanders equipment must submit a separate bid for such assets. 

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.  All bids must be accompanied by a refundable deposit in the amount of $200,000 payable to AirXpanders Liquidation Company, LLC.  Refundable deposit wiring instructions will be provided at a later date. The winning bidder will be notified within three (3) business days of the Bid Deadline.   Unsuccessful bidders will have their deposit returned to them within three (3) business days of notification that they are an unsuccessful bidder. 

Seller 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 and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.   

Seller will require the successful bidder to close within seven (7) days following acceptance of such party’s bid. Any or all of the AirXpanders Assets 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 AirXpanders Assets shall be the sole responsibility of the successful bidder and shall be paid to Seller at the closing of each transaction. 

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

 

Steven R. Gerbsman                                                   

Gerbsman Partners                

steve@gerbsmanpartners.com                                 

 

Kenneth Hardesty                                                      

Gerbsman Partners                                                    

ken@gerbsmanpartners.com

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The Inc. Life

How to Fix the 3 Most Common Fashion Mistakes Employees Make in the Summer

People judge your outfit more seriously than you might think.

By Lauren A. Rothmanstylist and fashion expert
Getty Images

What you wear says a lot about who you are. I work with many companies to help them create enforceable dress codes. Companies want their employees to dress appropriately and professionally. Clothing is an important contributing factor to your non-verbal communication— it lets everyone know you are capable and confident. At work, your executive presence is your armor– don’t let it crack.

“Dress for your Day” is the new corporate mantra. I hear from many organizations that they try to empower employees to express their personal brand rather than feel constricted by a formal dress code. No matter what type of day you’re expecting to have at work, these are the top wardrobe concerns I hear from Human Resources Departments across the country, and how to fix them.

Stop dressing too sexy.

Employers want you to avoid a distracting wardrobe. Just because you got a great tan this summer, does not mean you can suddenly wear ultra mini-skirts to work or leave an extra button undone on your dress shirt. Ditto on anything backless, sheer or revealing. The 90’s are back and I love a fun crop top on the weekends– however, please don’t pair one with paperbag trousers and call it a work “outfit-of-the-day” (#ootd).

Avoid showing bra straps, “skin belts” (when your midriff is showing between the crop of your shirt and your pants), excessive cleavage or foundation garments in general. Even in the most causal of offices, men and women should stay clear of these fashion faux pas. It doesn’t come across as sexy at work– it’s just ill-fitting.

Fit is key when dressing for your body type or physique. The more you understand the nuances of your shape, the easier it is to avoid unintentional distractions by dressing too sexy in the workplace. When in doubt, change it out. You will never regret having an extra blazer, cardigan, or shawl at the office to dress up an outfit for that last minute unexpected meeting.

Stop dressing like you’re on vacation.

Nothing indicates you’d prefer to be out of the office like chipped nails, uncovered sunburns, or unkempt hair. An effective grooming, skin care and makeup strategy is essential to rounding out a ‘dress for your day’ toolkit. These finishing touches allow others to see you for your experience and value to the organization, rather than focusing on minor distractions.

Take pride in your appearance and don’t let sloppiness get in the way of your professional image. I am often asked to speak to employees about personal scent choices– including the extremes of offensive body odor or over application of the latest fragrance. Men and women may have different grooming routines but guidelines remain the same for everyone– we should appreciate, not be overwhelmed by your presence.

Solutions for quick touch-ups can be found in your local pharmacy or grocery store. If flip-flops are part of your office culture, make sure your nail care is on point and not distracting. If you have a shaved head and are peeling from a sunburn, moisturize during your lunch break. Get to know the hair care aisle– smooth your fizz or put your hair back.

Care about your clothing.

Stained, torn or overly wrinkled clothing creates a negative impression of your personal professional standards at the office. Perhaps you’re a jetsetter, traveling across the country to represent your company. However, what you may think comes across as chic and disheveled after limited sleep, really just looks like someone who lives out of a suitcase.

Invest in iron-free shirts and shop for fabrics that perform well under pressure to avoid a rumpled, tired look. Innovative ‘smart’ designs created to provide affordable solutions for the executive on the go are available at department stores, boutiques, and online. Both men and women have more options than ever to shop for stylish office-appropriate clothing that is functional, fun, and representative of your professionalism on the job.

Also, don’t be afraid to keep a kit at your desk (or in your carry on) with a small travel steamer, stain stick, and perhaps an extra tie. Be intentional about your style choices at the office and you can easily avoid dressing too sexy, too sloppy or seeming like a tropical drink belongs in your hand.

Published on: Aug 28, 2019
The opinions expressed here by Inc.com columnists are their own, not those of Inc.com.

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of TrueFacet. Inc.

Further to Gerbsman Partners sales letter of February 20,2019 regarding the sale of certain assets of TrueFacet, Inc. (“TrueFacet”), I am attaching a link below for updated information power point regarding the Assets and Intellectual Property of TrueFacet for interested parties bidding on the assets and IP of TrueFacet, TrueFacet’s Data Room due diligence information list and a draft Asset Purchase Agreement (“APA”). 

https://www.dropbox.com/s/fra03q5w3p2ozmg/TF_Deck_2019.pdf?dl=0

Prior to the bid date of March 22, 2019, I would encourage and recommend that all interested parties have their counsel speak with Salil Gandhi Esq., counsel to TrueFacet, to discuss any questions or comments of a legal nature relating to the transaction.   Salil is available at 212 813 8866 salilgandhi@goodwinlaw.com.

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by 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. 

Ken, Dennis and I will be following up to review the updated Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

Any and all the assets of TrueFacet will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Gerbsman Partners (http://www.gerbsmanpartners.com) has been retained by TrueFacet (https://www.truefacet.com) to solicit interest for the acquisition of part or substantially all of TrueFacet’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “TrueFacet Assets”).

 

IMPORTANT LEGAL NOTICE

The information in this memorandum does not constitute the whole or any part of an offer or a contract, nor does it purport to contain all information that may be required or relevant to a recipient’s evaluation of any transaction and recipients will be responsible for conducting their own investigations and analysis.

The information contained in this memorandum relating to the TrueFacet Assets has been supplied by TrueFacet. It has not been independently investigated or verified by Gerbsman Partners, its agents or any other party.

Potential purchasers should not rely on any information contained in this memorandum or provided by TrueFacet 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.

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

Any sale of the TrueFacet 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 TrueFacet and Gerbsman Partners. Without limiting the generality of the foregoing, TrueFacet and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the TrueFacet 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.

Except as otherwise noted, this memorandum speaks as of the date hereof.  The delivery of this memorandum should not and does not create any implication that there has been no change in the business and affairs of TrueFacet since such date.  Neither TrueFacet nor Gerbsman Partners, or their respective staff, agents and attorneys, undertakes any obligation to update any information contained herein.

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.

 

The Bidding Process for Interested Buyers

Interested and qualified parties will be required to sign a Non-Disclosure Agreement (attached hereto as Attachment A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“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 acknowledges and agrees to the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the TrueFacet 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 TrueFacet or 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 TrueFacet and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make 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 all or part of the TrueFacet Assets. Each sealed bid must be submitted so that it is received by the Company no later than Tuesday, March 22, 2019 at 3:00pm Eastern Daylight Time (the “Bid Deadline”) at TrueFacet’s office, located at 530 7th Avenue # 1502, New York, NY. 10018.  Please also email steve@gerbsmanpartners.com with any bid.  For additional information regarding bid requirements and considerations, please contact Steve Gerbsman at steve@gerbsmanpartners.com.

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.  All bids must be accompanied by a refundable deposit in the amount of $200,000 (payable to TrueFacet, Inc.).  The deposit should be wired to TrueFacet’s attorneys (information will be provided).  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by TrueFacet counsel.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder. 

TrueFacet is free to conduct the sale process as it determines in its sole discretion (including, without limitation, terminating further participation in the process by any party, negotiating with prospective purchasers and entering into an agreement with respect to a sale transaction without prior notice to you or any other person) and any procedures relating to such transaction may be changed at any time without prior notice to you or any other person.  For greater certainty, TrueFacet 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 and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.  

TrueFacet will require the successful bidder to close within 7 business days from the Bid Deadline. Any or all of the assets of TrueFacet 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 other taxes, if any, relating to the sale of the TrueFacet Assets shall be the sole responsibility of the successful bidder and shall be paid to TrueFacet at the closing of each transaction. 

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

 

Steven R. Gerbsman                                           

steve@gerbsmanpartners.com 

 

Ken Hardesty

ken@gerbsmanpartners.com 

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SALE OF TrueFacet, Inc. 

Gerbsman Partners – http://gerbsmanpartners.com – has been retained by TrueFacet, Inc. (“TrueFacet”, or the “Company”) (https://www.truefacet.com), to solicit interest for the acquisition in whole or in part of all or substantially all of TrueFacet assets, including its intellectual property (“IP”) and its experienced team that has deep domain knowledge and technology expertise (collectively, the “TrueFacet Assets”).

Headquartered in New York City, TrueFacet is the trusted certified pre-owned marketplace for jewelry and watches, where people can shop & sell with confidence knowing every piece is price optimized and guaranteed to be authentic. TrueFacet has over 80K SKUs of top branded supply by Rolex, Cartier, Tiffany, and more available for purchase on its site. The company is also the first to partner with the major jewelry and watch brands including Longines (Swatch Group), Zenith, and over 30 others.

The TrueFacet team has deep relationships with major jewelry and watch brands, and the expertise required to source supply globally in an industry where supply is tough to get.  Access to this supply, combined with the systems and technology platform the team has built since its founding in 2014, constitute the foundation from which rapid growth in this emerging category is possible.

TrueFacet derives revenue from selling jewelry/watches to buyers and allowing consumers to trade-in via TrueFacet’s trade-in program. TrueFacet earns a take rate (commission) when an item sells. In the trade-in program, TrueFacet earns a commission on the items being traded in as well as the one being sold.

Sales for 2018 were approximately $32M and in 2017 were $40M. Net revenue in 2018 was approximately $4M and in 2017 was $4.6M.

TrueFacet has ~$500M of watches and jewelry available for purchase on its site with almost no capital investment in inventory. TrueFacet invests its capital in technology and marketing.

TrueFacet has raised approximately $25 million from leading institutional investors including Maveron, Freestyle Capital, Khosla, Social Leverage, Joe Montana’s Fund, Blue Scorpion, Leon Capital Group, and others. TrueFacet also has approximately $2M in venture debt from WTI.

IMPORTANT LEGAL NOTICE:

The information in this memorandum does not constitute the whole or any part of an offer or a contract, nor does it purport to contain all information that may be required or relevant to a recipient’s evaluation of any transaction and recipients will be responsible for conducting their own investigations and analysis.

The information contained in this memorandum relating to the TrueFacet Assets has been supplied by TrueFacet. It has not been independently investigated or verified by Gerbsman Partners, its agents or any other party.

Potential purchasers should not rely on any information contained in this memorandum or provided by TrueFacet 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.

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

Any sale of the TrueFacet 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 TrueFacet and Gerbsman Partners. Without limiting the generality of the foregoing, TrueFacet and Gerbsman Partners and their respective officers, directors, staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the TrueFacet 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.

Except as otherwise noted, this memorandum speaks as of the date hereof.  The delivery of this memorandum should not and does not create any implication that there has been no change in the business and affairs of TrueFacet since such date.  Neither TrueFacet nor Gerbsman Partners, or their respective staff, officers, directors, agents and attorneys, undertakes any obligation to update any information contained herein.

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

SUMMARY OF HISTORICAL INFORMATION

TrueFacet was founded in 2014 with the goal of building the first online platform where buyers receive authenticated pre-owned jewelry & watches at a fair price and sellers can sell their items knowing they will get a great service and value back.

After launching in mid-2014, TrueFacet has experienced strong sales growth and recognized awareness.  Sales grew over 2.4X annually from 2015 to 2017 and TrueFacet has been recognized by top press including NY Times, WSJ, Financial Times, TechCrunch, WWD, and been featured on TV in outlets including Bloomberg, WSJ Live, Fox, and E News.

TrueFacet has become a leader in supply driven by its unique technology that can import supply efficiently and also process it at scale. It has also been the first online platform to partner with major jewelry & watch brands for pre-owned.

In 2018, sales dipped to approximately $32M from $40M in 2017. This was primarily due to the Paid Google marketing channel becoming inefficient driven by Google removing HHI targeting capabilities and an increase in media costs. Paid Google was one of TrueFacet’s key revenue channels and TrueFacet pulled back on it while building new demand channels, which takes time.  These new channels include partnerships such as with eBay and Walmart, new branding strategy (which can be launched with capital) and partnership with stores.

This started happening while TrueFacet was raising another round of capital in 2018. Because TrueFacet was unable to raise the amount of equity capital required to continue as an independent company, the business is being sold.

During the last 4 months (Nov 2018 – Feb 2019), TrueFacet’s reduced marketing spend has become significantly more efficient at driving topline sales. From November 2018 to date, return on ad spend has increased to 11X from 5.2X in the same period a year ago. There is an opportunity here for the right buyer to leverage TrueFacet’s unique platform and efficiency to grow revenue substantially.

Target Market:

There is a large jewelry and watch market with favorable tailwinds, with a market size estimated at $65B and YoY market growth of 7% (Source Bain & Company “Luxury goods worldwide market study, October 2017” report. YoY growth represents 2016 – 2017E).

Offline retailers and the traditional jewelry and watch brands are not reaching the next generation of digital consumers. The industry has been slow to adapt to digital and the brands are not fully penetrating the US market to reach consumers in a relevant way.

We believe that the next emerging market for this industry is digital and within the United States.

TrueFacet is well positioned in the fast growing pre-owned market trend to be a future leader in re-creating the way people shop and sell luxury. The younger generation is not walking into stores as much anymore. They want pre-owned because it holds its value better and they appreciate an experience that is relevant to them. No one owns the traditional jewelry and watch market today. With adequate capitalization or as part of a larger organization that already acquires customers efficiently, TrueFacet has the potential to become the category leader.

The consumer currently faces many issues when shopping or selling jewelry/watches, including: 35% of supply is either counterfeit or of poor quality; an absence of price transparency and 82% of sellers aren’t sure what their pieces are worth.  Overall, the experience is broken for customers and very opaque.  TrueFacet’s process and the technology that drives it, solves each of these issues by authenticating supply, validating pricing, and providing customers a great experience.

Customers: 

TrueFacet’s customers are: 1) on average 35 years old, 2) 57% female / 43% male, and 3) 91% are U.S. buyers. TrueFacet prides itself on its ability to leverage unique content to cater to the younger generation of consumers, who are an important target as the older generation ages out of purchasing in the category, and targets the mass market of jewelry & watch buyers.

Revenue Model:

The TrueFacet revenue model includes:

  1.  Take rate (commission) on items that sell. TrueFacet ended 2018 at a 16.99% take rate, up from a 15.51% take rate in 2017.
  2.  Trade-ins. When someone trades in an item they own to get another item on TrueFacet, revenue is made on both the item being traded in and the one being purchased. On average, TrueFacet’s take rate on trade-ins in 31%.
  3.  Sales for 2018 were approximately $32M and in 2017 were $40M. Net revenue in 2018 was approximately $4M and in 2017 was $4.6M.

Demand Channels:

  • The primary paid marketing sales channels for TrueFacet have been:

o   Paid Social: TrueFacet creates unique content and video to market to target customers via Facebook, Instagram, and other video / content channels. Using data around customers and behavior data, TrueFacet has been able to efficiently acquire customers from this strategy.

o   Paid Google: Search and google shopping was a key channel for over three years for TrueFacet. This is the channel that TrueFacet pulled back on in 2018, as Google removed targeting capabilities based on HHI, other changes, and an increase in media costs led it to be inefficient at scale. This became a larger macro issue and was ultimately the driver of the lower sales in 2018. Spend on Google is much lower now and TrueFacet has developed other channels which have the potential to grow going forward.

o   Re-targeting: Leveraging user behavior to target consumers digitally.

  • The non-paid channels are:

o   Email: This includes both daily email sends and behavioral based targeting based on TrueFacet’s unique data set on consumer behavior. This data is leveraged for segmentation targeting and driving a relevant experience via email.

o   Organic / Direct: SEO continues to grow YoY for TrueFacet driven by unique in-house content that is created around the brands, videos, and technical optimizations on-site.

o   Social: Instagram, Facebook and other social areas continue to be a source of referral traffic and brand building. The unique content from TrueFacet is delivered via these channels to build brand.

  • Strategic demand partnerships:

o   TrueFacet has been partnering with companies that have strong demand, such as eBay and Walmart to use the supply and experience TrueFacet has acquired and built to generate sales and build awareness of TrueFacet’s brand.

o   TrueFacet has also launched partnerships with retailers whereby the inventory that TrueFacet has can be offered offline at the retail partner’s stores or through the retailer’s online site, described as “powered by TrueFacet”). The first of these partnerships was Stephen Silver Fine Jewelers in Menlo Park, CA. Also, TrueFacet partnered with a growing jewelry brand called Messika, and powers e-commerce for them.  TrueFacet believes such partnerships represent a large growth opportunity.

TrueFacet’s key moats are supply, technology automation, and strategic brand partnerships, each of which is described below.  In combination, they power TrueFacet’s unique flywheel of buying and selling, driving customer lifetime value. 

Supply

  1. Supply has grown over time. From 2016 to 2018, TrueFacet’s average number of SKUs grew from 48K to over 100K.  In early 2019, TrueFacet began a process to optimize for quality and now maintains over 80K SKUs of top branded pieces.
  2.  The supply comes from wholesalers, retailers, consumers, and the brands themselves. TrueFacet currently has over 4,000 sellers, with approximately 10% coming from overseas (EU and Japan, as Japan is a large pre-owned jewelry market).
  3.  TrueFacet carries product by top brands. To give a brief overview of some of the brands and their SKU count today:

o   20K+ Rolex

o   5K+ Tiffany & Co.

o   4K+ Cartier

o   2K+ Omega

o   1K+ David Yurman

Unique Technology which drives supply, authentication, and quality control

  1. We have data feeds and API hooks to automate much of the supply coming into TrueFacet from business sellers (e.g. retailers, wholesalers). We also built custom tech here that can feed in products efficiently.
  2.  Expert authentication of jewelry and watches in-house and via an appraisal network of experts in specific brands and categories, including vintage. We built a network of appraisers around the country and are able to route products efficiently for verification before a buyer receives their order. This process is scalable and we have been able to do this for less than 0.20% of our margins.
  3.  Automation of quality control when processing jewelry/watches that go live. We call this “Auto QA”.
  4.  Auto QA is a system designed to identify and extract relevant product details from loosely structured and error prone data. This technology allows us to process 10s of thousands of items per week, as needed, and automatically check details, flags keywords on authenticity, pricing, and images and take a majority of them live for sale on the site. This system learns and improves over time as the system becomes smarter in detecting certain attributes of incoming pieces.

Brand Partnerships 

  1.  TrueFacet has officially and directly partnered with nearly 40 jewelry and/or watch brands including the Swatch Group (to begin with Longines), Zenith, LeVian, Messika, Raymond Weil, and more.
  2.  Have the first-ever certified pre-owned program with major brands (e.g. Longines, Zenith, and recently received permission from Breitling) where brands offer a one or two-year warranty on items purchased by TrueFacet customers.  This game-changing program cannot be found anywhere else online.
  3.  TrueFacet provides unique data to brands giving them insights on their digital consumer, how they perform on a market/city level, secondary market pricing, and competitive analysis.

Intellectual Property and Assets

  • The TrueFacet ‘mark’
  • The URL: TrueFacet.com
  • Unique technology:

o   Supply importing and data feeds

o   Supply and quality check processing automation

o   TrueFacet marketplace platform where you can buy, sell, make an offer, and trade-in

  • Unique Data on customers, brands, categories, market pricing, and more.
  • High valued customer base of 30K+ customers/transactions.
  • Valued supply base of 80K+ jewelry & watches sourced from 4K+ sellers globally.
  • Strategic partnerships with almost 40 jewelry & watch brands.
  • Increasing margins on take rate and contribution, which continue to grow.
  • Experienced team with deep domain expertise and tech knowhow that can create a category winner.

THE FOLLOWING FINANCIAL DATA IS PRESENTED FOR INFORMATIONAL PURPOSES ONLY.  PAST PERFORMANCE MAY NOT BE INDICATIVE OF FUTURE RESULTS.  THIS INFORMATION SHOULD NOT BE RELIED UPON TO MAKE FUTURE PERFORMANCE PROJECTIONS OF ANY KIND.

 

Why TrueFacet’s assets are attractive:

During the three years from 2015 thru 2017, TrueFacet grew topline sales by over 2.4X annually while increasing the margin on items sold from 12% in 2015 to 17% in 2018.   TrueFacet has come be recognized as a leader in the pre-owned trend for jewelry and watches both in the industry and with consumers.

However, recent capital constraints have made it necessary to sell TrueFacet’s assets. The acquisition of these assets can enable the purchaser to realize significant short and long term value. With adequate capital, or as part of a larger organization that already acquires customers efficiently, TrueFacet’s supply, its strategic brand partnerships, and its technology platform can enable rapid revenue growth.

 

  1. Passionate and Experienced Team: Led by key management (see in management details attached), the team has a combined 50+ years of experience in jewelry & watches with a knowhow of how to operate in this industry. Furthermore, the team is very driven and passionate about building the global leader online for jewelry & watches. Also, the majority of the company does not come from the industry and are experts in data driven marketing, tech, data analytics, and optimizing mobile/web online growth. This team combination is unique in building a category leader and key leaders/employees are important in driving the below asset.
  2. Robust Growth: The platform hasgrown strongly since its inception in late 2014Sales growth average 2.4X year over year from 2015 through 2017. In 2018, sales growth declined by 20% primarily because the google channel became inefficient. TrueFacet has begun to start and develop other demand channels, but have not had the appropriate amount of time or capital to mature.  Average order value grew from $1,900 in 2015 to $3,100 in 2018.  Rake rate grew from almost 12% in 2015 to almost 17% in 2018.
  3. Supply:  80K+ SKUs of the most sought after brands from 4,000+ sellers in the US, EU, and Japan. Majority is from the US.   TrueFacet continues to grow its supply base from retailers, consumers and the brands themselves.   A key differentiating factor for TrueFacet is its ability to get supply from consumers’ closets.  Helping them sell what they no longer wear, creates the liquidity needed to buy something new, creating a new revenue source for the industry. TrueFacet has the tools/systems to scale this virtuous cycle of consumer behavior.
  4. Technology Automation: TrueFacet built unique tech in-house to process supply for quality before it goes live for sale. This technology uses text search/scanning, image recognition, and fuzzy matching to get items live on the site.  The technology checks the following attributes: Brand, Model, Reference, Color, Metal, Gender, Size, Gemstones, Image quality, Watch movement, and Watch case. Each of these attributes is assessed automatically based on different criteria and matching of our database. The system also gets smarter over time as we learn via more data.  We can provide further details on this technology.  Supply on-boarding automation and data feeds.  TrueFacet has created syncs for eBay to let sellers pull in their supply with one-click, data feeds / API hooks into seller databases/sites to import their supply into TrueFacet, and other methods. TrueFacet’s tech is able to customize syncing inventory into TrueFacet.
  5. Data Intelligence:  TrueFacet collects and stores unique data insights around consumer behavior, brands, categories, market/city level data, and secondary market pricing for jewelry/watches. This data is valuable and can help build a unique experience for consumers and provide value for retailers / brands.    We can share further details as requested on this data.
  6. Highly Valued Customer Base:  Over 30K customer transactions who are spending on high ticket purchases. It is a highly valued customer base that can buy, sell, or trade-in and also drives strong lifetime value.
  7. Strategic Brand Partnerships in Place:The Company has direct partnerships with several jewelry & watch brands which include Zenith, Raymond Weil, Longines, LeVian, Messika, and more. Including the first-ever certified pre-owned partnership with key brands where they offer a 1 or 2-year warranty on their product on TrueFacet.
  8. Opportunity for Future Growth: TrueFacet has mainly driven demand side growth based on online marketing on channels including paid social, paid search, re-targeting, and programmatic video display. TrueFacet has extensive learnings here that have led to more efficient marketing today and which can continue to improve and grow through:   A new brand driven marketing strategy which includes out of home, scaling up video, and influencer marketing. These show signs of early potential, but due to lack of capital, have not been pursued in earnest yet. The brand driven strategy can be seen by request.  Through further investments in the trade-in program and partnerships around this to drive trade-in growth.

Please see attached –  TrueFacet Board of Directors &  Management Team at TrueFacet (for information purposes only):

The Bidding Process for Interested Buyers

Interested and qualified parties will be required to sign a Non-Disclosure Agreement (attached hereto as Attachment A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“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 acknowledges and agrees to the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the TrueFacet 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 TrueFacet or 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 TrueFacet and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make 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 all or part of the TrueFacet Assets. Each sealed bid must be submitted so that it is received by the Company no later than Tuesday, March 22, 2019 at 3:00pm Eastern Daylight Time (the “Bid Deadline”) at TrueFacet’s office, located at 530 7th Avenue # 1502, New York, NY. 10018.  Please also email steve@gerbsmanpartners.com with any bid.  For additional information regarding bid requirements and considerations, please contact Steve Gerbsman at steve@gerbsmanpartners.com.

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.  All bids must be accompanied by a refundable deposit in the amount of $200,000 (payable to TrueFacet, Inc.).  The deposit should be wired to TrueFacet’s attorneys (information will be provided).  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by TrueFacet counsel.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder. 

TrueFacet is free to conduct the sale process as it determines in its sole discretion (including, without limitation, terminating further participation in the process by any party, negotiating with prospective purchasers and entering into an agreement with respect to a sale transaction without prior notice to you or any other person) and any procedures relating to such transaction may be changed at any time without prior notice to you or any other person.  For greater certainty, TrueFacet 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 and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.  

TrueFacet will require the successful bidder to close within 7 business days from the Bid Deadline. Any or all of the assets of TrueFacet 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 other taxes, if any, relating to the sale of the TrueFacet Assets shall be the sole responsibility of the successful bidder and shall be paid to TrueFacet at the closing of each transaction. 

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

Steven R. Gerbsman                                           

steve@gerbsmanpartners.com 

Ken Hardesty

ken@gerbsmanpartners.com 

 

 

 

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