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To: Z man who wrote (1218)1/26/1998 7:48:00 AM
From: John Chew  Respond to of 7054
 
I am reposting notes on Actrade each day, so people have a better understanding of Actrade. Whether you buy or sell or do anything is up to you. this info may be a little stale, but one will gain a little more knowledge hopefully.

The TAD Program Allows Actrade's Clients to Target Specific Customers
(Source: Actrade Marketing Material and John Chew Notes from May 1997.)

Slow Payers: These customers would like to pay on time, but for a variety of reasons, are often late. Extended payment terms allow them to buy the products they need and meet their financial obligations in a consistent, timely manner. Actrade Customer Dan Mauriello of Jalor Color Process, Inc. says, "The extended terms are what allow some of my customers to run their businesses. The only way Jalor is willing to offer these (extended) terms is by having a signed trade acceptance from our customers signifying that they have accepted the work done and specifying the date on which they will pay.it just makes the sale more attractive."

New Accounts: In today's competitive market, business managers and sales people are always looking for innovative selling tools. By offering six-month installment terms, a company can gain a real edge over the competition without sacrificing its profit margin. Customer Stewart Baker says, "TADs are an excellent sales tool, particularly when customers do not pay on time. Instead of waiting for them to pay, I get my money immediately, which goes right back into my business." Using TADs is particularly compelling for businesses with a high return on equity and slow payers. The faster these businesses are paid, the quicker turns can be made on capital.

Special Marketing Situations: An existing customer places an unusually large order. The company wants to provide the goods, but at the same time it doesn't want to use up existing credit lines for one account. The TAD Program allows the company to effectively accommodate these types of situations without interfering in any existing credit agreements it may have with other financial institutions. James Bateman, Jr. of Graybar Electric Co. comments, "The TAD Program offers us the convenience of factoring, and at the same time allows us the flexibility to chooses specific applications for its use.as opposed to assigning an entire accounts receivable base. We have found it a very useful tool."

Past Due: Barring the presence of a commercial dispute, these customers are most likely not paying due to a financial crunch of their own. They may have a portion of the funds available at any given time but not the whole amount. The TAD Program will allow them to fulfill their obligation with our involving collection agencies and at the same time preserve a working relationship with the company. David Bengston of Morton International, Inc. uses the program in circumstances when "Our clients who don't pay us on time, but we do not wish to shift (them) into cash-on-delivery or we don't want to give up."

Who Uses Trade Acceptances (Source: Actrade Marketing Materials)

The TAD ProgramT benefits different types of companies in different ways. ACRT tailors its sales message to the particular needs of its customers as follows:

Small Business

Small companies ($1 to $ 5 million in revenues) typically have problems securing more credit. In those cases in which a credit-worthy customer signs a trade acceptance, Actrade will overlook the financial strength of the seller and advance funds against the TAD. The TAD ProgramT also provides the following benefits:

ú 75% advance within 48 hours of delivery of TADs; balance upon collection from customer.
ú Up to five-month terms for customers.
ú No liens, minimums or UCC filings of financial statements required.
ú No minimum volume or annual fee.
ú Credit investigations and evaluations on prospective TAD accounts.
ú Built-in collections facility. Medium-Sized Businesses with Existing Lines of Credit ($5 to $30 Million in Revenues)

Companies which have secured credit lines from either a bank, factor or other traditional lending institution, may occasionally need additional financing beyond their current credit lines, or they have been charged back for past-due accounts, or they would like to reserve their line for other uses. The TAD ProgramT works for these companies as follows:

ú Financing accounts, which have been charged back by the bank or factor.
ú No liens, UCC filings or minimum volume commitments.
ú Turn slow paying customers into timely accounts.
ú Enter new markets by offering longer terms than competitors.

Large Companies ($30 Million to $Billions in Revenues)

Recently, ACRT has gained a Fortune 500 client who is using the TAD Program as a collection tool. ACRT's management believes that TADs offer large companies an alternative to collection agencies. The TAD ProgramT offers a company a unique way to handle troubled and/or marginal accounts by:

ú Dramatically reducing aging.
ú Customers can honor past-due obligations in monthly installments.
ú Turn slow paying customers into timely accounts.
ú Avoid costly collection agencies.
ú Preserve relationships.

Originally, management estimated the market for its TAD ProgramT to be $20-$40 billion for small to medium-sized companies. Now its market niche has grown to include the largest companies in the US. Since ACRT has just begun marketing to large companies and the sales cycle takes longer, management does not yet know how much sales can be expected from this market. Jon Viberg, the account executive in the Chicago office who has previously specialized in accounts receivable management for large companies, estimates one-half to five percent of large companies' accounts receivables are past 60 days, so the potential market is probably in the billions of dollars. A large customer will-as has been the case so far-test the TAD ProgramT in a small way with one division and then introduce the Program to the whole company.

Handling past due accounts is a costly burden for large companies. According to a recent survey by a division of the Commercial Law League of America, in 1995 collection agencies handled a record $3.9 billion worth of delinquent accounts. That represented a 15% jump from 1994 and the 10th consecutive quarter of increase in collection agencies' business. This is a sign that corporate clients are struggling to collect and/or are willing to out-source the collection of outstanding accounts receivables. The TAD ProgramT offers credit managers an automatic way to segment troubled accounts and reduce collection staff.

One of ACRT's Fortune 500 customers includes TADs with all letters sent to past-due accounts. The letter informs the client that the account is past due and credit terms cannot be extended; however, if the client wishes to pay with up to 180 days, then the letter asks the client to please sign the TADs for the total amount and return. If the client signs the TADs, then the credit manager has received payment, the aged receivable is extinguished and his Company only pays the processing fee because the client would pay the monthly fees. If the client does not sign and does not send immediate payment, then the credit manager has been given a clear indication that more serious follow-up is needed. The TAD ProgramT allows the credit manager a way to eliminate repeated phone calls and letters because the process is automatic. Also, the credit manager can preserve customer relationships by offering his late-paying or marginal customers an attractive alternative to immediate payment.

The Individual Benefits of the TAD ProgramT Compared to Banks and Factors

Table 1 compares the individual benefits of the Program to more traditional financing methods for accounts receivable.

INDIVIDUAL BENEFITS The TAD
ProgramT Banks Factors
Finance Can be financed in addition to other credit lines Yes N/A NO
Percentage Paid Per Invoice for Accounts Receivable Financing 75% 50-75% 50-80%
Credit Protection Protecting Sales Against Non-Payment Yes NO NO
Collection Direct Collection from Buyer's Bank Account Yes NO NO
Legal Enhances Legal Status Yes NO NO
Marketing Can be Used as a Sales Tool Yes NO NO

REQUIREMENTS & CHARGES The TAD ProgramT Banks Factors
Verification of Financial Strength Not needed Mandatory Mandatory
Financial Statement Not needed Audited
Asset Liens None Various All receivables
Minimum Monthly Fee None None $1500 or more
Finance All Receivables Not needed Optional Mandatory

Sales Growth

Management is pleased with the market's interest in TADS. Currently (May 1997), approximately 20% of sales growth is from established customers, 30% from customer referrals and 30% from new business. With the rapid addition of the sales force and with improved marketing the percentage of sales growth from new customers will increase. The average individual TAD amount has increased to an average $20,000 and total transaction size has risen to $60,000. This results from larger customers using the TAD ProgramT as well as established customers having more confidence in using TADs.

Each new sales executive is expected to reach a quota of 20 customers generating $250,000 in TAD revenue or $5 million. Experienced salesmen like Jacques Munro are generating revenues in excess of $10 a year. One to three months is the length of the training program before each executive is assigned to a two-person sales team. My estimates in my March 5, 1997 research report--to allow for delay and unforeseen problems--for FY 1998 assume that management only hires four salesmen instead of eight and that these sales executives only produce at 60% of quota for their first year. As of May 1997, Actrade hired four new sales reps, some of whom are already generating revenues. Estimates for FY 1999 include eight salesmen added for a total sales force of thirteen account executives each producing $10 million each. These estimates do not include any probable additional sale executives being added nor increase in sales quota for each sale executive. Also, no sales projections are made for ACRT's large customers. The sales potential is much greater than my estimates, but ACRT's marketing history is too early to make long-term estimates.

Management believes that the future of the Company is in growing its TAD ProgramT nation-wide. To accomplish this, management is focused on hiring the right people and building the infrastructure necessary to properly serve its customers.

Michael Membrado, the vice-president of Operations is responsible for developing a national broker network. He will recruit, train and hire staff to service brokers who refer TAD business to Actrade. Even though management will continue to open regional offices, each office costs about $100,000 a year to operate and, based on Actrade's recent experience with the Chicago office, it takes about 6 months before that office will produce revenues. As part of Actrade's strategy to roll out the TAD Program nationally, management will place a dedicated effort to building its broker program. Brokers are a low-cost way to gain distribution, and the TAD Program is a unique, complimentary product for cash flow brokers who sell asset based lending or factoring services.

Sales Department Development Plan

Actrade plans to hire new Account Executives on a regular basis depending upon the quality of the applicants and the ability of Actrade's operational and sales staff to train and develop them. Also, a sales manager is being recruited to help manage recruitment and training.

Presently, Actrade has 3 regional area managers (NY, Chicago and Salt Lake City) who are also Senior Account Executives. There are two more A/Es who have been with the Company for over a year and they are generating at a run rate of $5 million a year. In total, Actrade now has 9 A/Es and will be seeking to hire more. The sales quota is $5 million a year within 15 months which includes a 3 month training period.
Senior A/E will probably be generating revenues in the $8 to $12 million range per year after the first six months.

Each A/E trainee after a 3 to 6 month training program joins a profit center and becomes a Junior A/E. They are under the supervision of the Senior A/E(s) of that profit center. As part of the profit center, they are accountable for their own expenses, and expected to increase the profitability of the profit center. These Junior A/Es receive a base salary and participation fees generated by accounts they bring in.

If successful, Junior A/E could become Senior Account Executives. These Senior A/Es are expected to be major producers for their respective profit centers. They also manage and help train Junior A/Es. Finally, They manage the profitability of their profit centers. Senior A/Es are rewarded with a compensation package which includes not only base salary and commission, but also a year end bonus, payable in a combination of cash and warrants, tied to the profitability of their respective Profit Center.



To: Z man who wrote (1218)1/26/1998 7:51:00 AM
From: John Chew  Respond to of 7054
 
Marketing the TAD Program. JC Notes from May 1997. This does not include changes and new products. Just for background info.

The future potential of the TAD Program is based on the following:

1. The increasing demand of American companies to improve their cash flows and sales is expected to help expand the TAD Program

2. A Dun and Bradstreet report estimates that one part of Capital's market, small business ($1 - $15 million revenues) is in excess of 200,000 companies with combined revenues of over $20 billion. The small to medium-sized companies are currently Capital's fastest growing customer base.

3. Recently, Capital has learned that the collection and extended sales payment terms are attractive to large companies. As a conservative estimate, the market potential is at least all accounts receivable over 60 days for these Fortune 500 companies. This is an untapped market that Actrade intends to aggressively pursue.

4. Import TADs have generated $400,000 in revenues in the Third Quarter of 1997 (Belgium exporter to U.S. Company). This market is also large and untapped. Import TADs would offer an alternative between the most secure form of trade financing, Letters of Credit, and the least secure method, Open Account.

Overcoming Resistance to The TAD Program From Potential Customers (Source: Actrade Account Executive Book and interviews with Capital's sales-force and customers)

Actrade targets its sales approach to the varying needs of clients who have different uses of TADS as described in the section "Who Uses Trade Accepatances." Even so, resistance from some potential customers can be anticipated.

"It costs too much"

In comparison to bank financing, The TAD Program is more costly. The Account Executive (A/E) can stress the following points in response:

1. TADs are only for specific instances where the deal would not have been closed otherwise, or for accommodating marginal accounts which are more costly and/or risky to maintain.

For example, one of Capital's customers (a clothing importer) requires its clients to either
pay COD or with TADs thereby eliminating the need for collection and an accounts
receivable department.

2. The processing fee (usually 2.5%) is not the financing fee. Use of the TADs allows the Seller to minimize the risk involved with open accounts and, when available, provides the Seller with credit protection on those accounts which otherwise would be turned away. The financing fee is actually 1% per month on installments, (in simple interest this comes to 12% to 18% annually, depending upon how one calculates. By separating the fees as such, one is more inclined to pay the higher rates knowing the risk is greater.

3. The TAD Program acts as four tools in one, financing, collection, sales and credit protection. Most financing options address one or two of these at most. The customer has a flexible tool that is used only for certain customers and situations.

"My customer will never sign"

1. Many Buyers will not sign if the TAD Program is presented to them as an ultimate way of doing business. However, if presented as an alternative payment option as opposed to the ordinary 30 days, many Buyers will embrace the Program and will not go back to doing business any other way.

For example, a toy merchant supplier who is in a seasonal business (Buyer) can reduce cash
flow strains by having extended terms to pay.

2. The TAD Program is based on a cooperative effort between Sellers and Buyers. Some Buyers may not need terms, or may be conservative. The job of the Account Executive is to teach the seller when the Program is applicable. Account Executives report that The TAD Program is not sold. The A/E wins the trust and confidence of the Seller by learning first what the customer needs are and then, if appropriate, shows how the TADs could benefit the Seller's business in certain circumstances. Educating customers in the use of this new business tool is the main job of the A/E.

"I don't want to ruin a relationship by asking my customer to sign."

This is another legitimate concern of many Sellers who feel that by asking their customers to sign, they will offend their Buyers rather than make them feel more comfortable. After all, why turn an open account customer into a TAD customer? Many A/Es suggest having the Seller test the Program with either a new customer or with a marginal customer and developing the relationship from there. Even if a good customer pays on time, there may be times in his/her business when having extended payment terms is attractive.

"Are you big enough to purchase a large volume of TADs from us in the future?"

One large client, Graybar, was initially concerned if Capital would have enough money to purchase TADs generated by their sales staff. They asked if Actrade could make good on the 25% reserve. Actrade's A/E answered by saying that Actrade's credit facility was virtually unlimited because Actrade can post TADs as collateral against its bank line.

Marketing to the Buyer

One of the challenges in selling the TAD Program is getting the Buyers to cooperate. Below are some selling points to the buyers:

ú Unsecured line of credit in addition to existing lines.
ú No liens or UCC filings.
ú Hold on to working capital longer (especially in a high gross margin business).
ú Get much needed extended payment terms without severing relationships with suppliers.
ú Increase inventory.
ú Take on larger orders than would be otherwise feasible.
ú Honor past-due obligations on installments.

The Buyer is giving up open account terms for an extended payment option. Sometimes the Buyer will sign a TAD to help finance the Seller. This can occur when a well-financed Buyer, typically a large company, needs a specialized product or service from a less capitalized supplier.

Other Frequently Asked Questions

"How is the TAD Program different from factoring?"

Factors buy receivables while TADs replace them. The results are that the risk is minimized, allowing Actrade to finance situation which otherwise would not be financed; there are no liens or U.C.C. filings and there are no minimums or annual fees. TADs are used on a case-by-case basis whereas factoring is typically viewed as an all-encompassing solution to cash flow problems. TADs have many more applications and, in fact, can complement many factoring arrangements. Not being tied to a factor is a big selling point with some Sellers.

"What if the client has existing asset-based credit lines or factoring agreements?"

Participation in the TAD Program does not interfere with traditional credit facilities or factoring agreements. This is true because the TADs are actually instruments of payment and thereby have no impact on the balance sheet. TADs are negotiable instruments and are sold to Actrade as would inventory in the regular course of doing business. The TAD Program is in fact ideal for those accounts which are charged-back to the client, or for accounts which require longer terms than typical asset-based credit agreements will allow.

"What if the customer defaults?"

Past trends have pointed to a default rate of less than 1 percent (actual rate is 0.11%). This low default rate can be attributed to the strength of the collection instrument as well as its legal attributes. However, in the cases of non-payment, Actrade works with the customer to restructure the payment schedule. This means the customer will issue new trade acceptances to Actrade, usually in weekly installments over an extended period of time. In cases in which Actrade has secured credit protection, the client only takes on a 20% co-insurance risk. This means that the initial advance given to the client by Actrade upon purchase of trade acceptances does not have to be returned. In cases in which credit protection is not available, trade acceptances are purchased with full recourse to the seller.

"What is the minimum TAD amount?"

There is no minimum TAD amount or transaction amount or number of transactions. The TAD ProgramT is planned to solve specific problems associated with the management and the collection of accounts receivable. Most first-time TAD users test the Program using a small amount so that they may learn exactly how the Program works.

"What is the maximum TAD amount that Actrade can handle?"

Actrade does not have maximum TAD amounts.

"Can TADs be used for international transactions?"

TADs are for domestic use only. However, Import TADs for foreign sellers to a US Buyer have recently been offered to U.S. clients and foreign sellers. Export TADs are currently being developed. In the past, international transactions were financed sporadically as an added service for Actrade's clients, in which cases the traditional bill of exchange or letter of credit was used.

"You're a collection agency"

No. The TAD serves as a very effective collection tool but that is not its primary function. Its primary purpose is to allow the Sellers to extend terms to their customers while simultaneously strengthening cash flow.

"Are the fees negotiable?"

In general, the fees are as stated:

Processing fee (based on volume; includes collection)......... 1.5-2.5%
Credit Protection Fee..................... 1.0%

Discount Rate
Monthly Installment TADs, per month..................1.0%
Single TADs, per month.......................1.5%

Participation Fee for first time customers. ..............$500.00
Return Fee, per TAD.......................$25.00
Pulling TAD Fee, per incident..................$50.00

Default Fees, per month................1.5% of TAD face value
Change of Date.............2.5% of TAD face value + default fees

Note that while the discount rate for installment TADs is one percent (1.0%) per month, when calculated on the declining balance, the effective rate becomes one and one-half percent (1.5%) per month.

Upon purchase of TADs from the Customer, Actrade will advance up to 75% of the face value of the trade acceptances. The remaining 25% is remitted to the seller 7-14 days after the Trade Acceptances clear. Actrade usually remits the funds within 3 to 4 days after clearing.

TADs are used in special cases only, where the fee is less important than the actual transaction.

"What if the client does not want to sell the TAD to Actrade?"

The client is under no obligation to sell the TAD to Actrade (and Actrade is under no obligation to purchase the TAD). If the client chooses to hold on to the TAD, it may be presented to the bank for collection on its due date, however, collection will be done through the traditional channels. This increases the chances of non-payment since the amount will not be automatically deducted from the customer's bank account.

"Will only financially weak customers want to sign"

Actrade would not accept a TAD from a Buyer who would be a risk to not be able to pay. It is a misconception that the Buyers who would like to use the TAD have poor credit. Buyers usually have good credit but need more time to pay in certain circumstances. In the shoe retailing, construction and printing industry, Actrade's clients have slow payers who need longer terms to pay because of the length of time for them to be paid.

A factor would often charge back any account receivable that is slow paying to the Seller. The TAD eliminates this expense to the Seller while preserving the relationship between Buyer & Seller.



To: Z man who wrote (1218)1/26/1998 7:53:00 AM
From: John Chew  Respond to of 7054
 
TAD accounting. Notes from JC May 1997.

Accounting Procedures for the TAD Program

When Customer Pays with TADs (Sample based on a sale of $10,000 with a discount of 3%.

1. When you complete the Sale.
You Issue an Invoice for Goods and Services as you normally would:
Debit: Accounts Receivable/Customer Name $10,000
Credit: Sales for the full amount of the Invoice 10,000

2. When You Receive TADs from Your Customer.
Debit TAD Receivable/Customer Name 10,000
Credit: Accounts Receivable/Customer Name for the 10,000
Full Amount of the TADs

3. When You Sell The TADs to Actrade Capital.
Be sure you have a receipt from Actrade. This receipt is the basis for
all accounting procedures:
Debit: Accounts Receivable/Actrade
Credit: TAD Receivables/Customer Name 10,000
For the full amount of the TADs 10,000

For the Finance Charges:
Debit: Finance Expenses 300
Credit: Accounts Receivables/Actrade 300
For the discount amount as appears on your receipt,
reference the receipt number.

4. When Payments are Received From Actrade.
The entries in your books should be as follows:
75% Advance Payment- Debit Bank Account $7,500
Credit Account Receivables/Actrade $7,500
Balance payment of (25% reserve - fees)
Debit: Bank Account 2,200
Credit Account Receivables/Actrade 2,200
Buyer Accounting Procedures When Using TADs (Sample purchasing for $10,000 to be paid in one installment)

1. When Purchasing.
You receive an Invoice for Goods and Services as you normally would
Debit: Purchases (or Cost of Goods) $10,000
Credit: Accounts Payable: Vendor Name $10,000

2. When Delivering TADs to the Vendor.
Debit: Accounts Payable/Vendor Name 10,000
Credit: TAD Notes Payable (By due date) 10,000

3. On TAD Due Dates.
On the due date TADs will be debited to your bank account like a check.
Debit: TAD Notes Payable 10,000
Credit: Bank Account 10,000



To: Z man who wrote (1218)1/26/1998 7:57:00 AM
From: John Chew  Respond to of 7054
 
ACRT Expansion plans as of May 1997. This is stale news, but there could be better insight. Do you own thinking.

Management has a three-phase expansion plan.

Domestic TAD Program

Phase 1: The most significant portion of the proceeds of this private placement will go towards expansion of the TAD Program for the U.S. market. Currently, the largest portion of Actrade's client base is mid-sized companies ($10-$50 million revenues) which use the TAD for a marketing tool by offering extended terms to their slow paying customers or customers who want extended terms. Also, Actrade is providing additional financing to asset based lenders. This customer base is sophisticated in financing techniques and has a large client network. Actrade's TAD Program helps asset based lenders prevent charge backs to their clients while not encumbering their UCC filings or other liens on assets. Management believes this new customer segment may result in a significant increase in business. Actrade will increase its marketing efforts to this market as well as purchasing TADs with its own capital.

Over the past few months, management has discovered that the TAD Program is being used by some of the largest companies in America to manage their slow-paying and delinquent accounts. This has opened an entirely new market for the TAD Program in the U.S. and management will aggressively pursue this market segment by educating these large companies as to the various ways TADs can lower their current collection costs and reduce delinquent customer accounts. Management believes that one factor which makes the TAD Program appealing to large companies is that TADs can be used with other forms of financing and only for those accounts which have been slow paying, but dependable customers.

The proceeds from this offering will increase the net worth by 100% from approximately $9 million to $18 million. Management believes a stronger, larger balance sheet will provide more comfort to larger companies. One common question from these potential customers is, "Do you have enough financial capacity to handle our business (purchase TADs and return our reserve)? Actrade response has been that it can post its customers' TADs as collateral and extend its credit line. Actrade's management and sales executives believe that a larger balance sheet would strengthen its marketing efforts to larger clients.

Actrade has two credit lines with Summit Bank of NJ (Actrade has not yet used this credit line) and Banco de Portuguese in NY totaling approximately $6 million and $9 million in equity. Deducting $3 million for international trade capital, Actrade has about $10 to $12 million in capital to directly finance its TAD business. Since Actrade advances to the Seller of TADs 75% of the face value, and is turning over its capital every 72 days (5 turns per year), Actrade could purchase ((12 million/0.75) x 5) = $80 million in TADs annually not including any additional accruing capital throughout the year. Therefore, Actrade has enough capital to handle a doubling of this year's TAD revenues without the $10 million Private Placement. However, management wants to be prepared in case its TAD Program and Actrade, S.A. business increase faster than expected. As an investor, the risk I see is if Actrade is unable to employ its added capital.

For example, if Actrade could fully utilize $10 million in its TAD Program, then $67 million in TADs could be purchased which would give a gross profit of $4,355,000 with a 6.5% gross margin. Then deduct 10% for sales commissions, which gives us $3,919,500, and then deduct $1 million for fixed costs, leaving $2,919,500. A tax rate of 40% would leave $1,751,700 in net income. Then divide by the weighted average fully diluted shares of 7.4 million to produce an estimated $0.24 per share in extra earnings. Though possible, as an investor I would not count on Actrade being able to employ the full use of proceeds in the TAD Program within twelve months. But Actrade's business has the potential to dramatically increase, particularly in the large company market. One reason for raising money now is that management can be prepared. However, management believes it can earn at least 10% on $10 million through pending and probable business with Actrade, S.A. A 10% gross profit on $10 million produces $ 1 million pre-tax. Then, to be conservative, use a tax rate of 40%, (though Actrade's tax rate has averaged under 20% for the past four years) giving net income of $600,000. EPS would be $600,000 divided by 7.4 million fully diluted outstanding shares or $0.08.

I believe $0.08 to $0.13 in additional earnings to my March 5, 1997 EPS estimate of $0.42 EPS is realistic. I do not assume any additional sales growth in the domestic or import TAD Program.

Expansion into International Markets

Management has developed a new marketing program to expand the TAD Program to the import/export market and ultimately, to the international market.

Phase 2: The second expansion phase, which has already begun, consists of marketing the TAD Program to foreign sellers of products to the American market. By adapting the TAD Program to this market segment, an American importer of foreign products can, with the cooperation of its foreign suppliers, have access to trade financing not typically available in the import market today. Actrade's management believes this is the logical first step in expanding the TAD Program internationally.

The Import TAD will provide an important fourth alternative to the current three available methods for financing foreign trade. At present, there is Letter of Credit (L/C), Cash against Documents (CAD) and Open Account financing methods. Actrade will fill the niche between CAD and Open Account. The Seller can receive payment from Actrade when the Seller (exporter) sells Actrade a TAD from a Buyer (importer) instead of waiting for payment on the due date, while the Buyer can have terms extending beyond a typical due date. The Buyer receives extended terms while the Seller has more security and gets paid faster. Management believes the market potential is in the $ billions, but it is too early to predict potential sales growth.

For example, Actrade completed a $400,000 import TAD transaction this May from a Belgium exporter to a large U.S company. Management believes the typical import transaction will be much larger than domestic transactions. Also, the foreign market is already familiar with the use of bills of exchange so Actrade will not have to invest as many resources educating this market as it must in the U.S. market. Through Actrade International and Actrade, S.A., management believes it will have a large customer base.

Phase 3: The third phase will involve the export market. This strategy will allow American companies to offer trade-financing terms to their foreign buyers, which will help the U.S. suppliers' position in the export market.

In the export market, however, the primary difference from Actrade's perspective will be that the TADs which Actrade will purchase will be issued by foreign companies and be drawn on foreign banks. To mitigate the potential risk involved, Actrade has developed a policy that will, in most cases, require transactions financed by the use of TADs to be:

1. Insurable in a manner similar to that currently used by Actrade in the U.S.
2. Be subject to the laws of a jurisdiction which recognizes the concept of a holder in due course. Further, where possible, Actrade will seek to have TADs denominated in US dollars.
3. Actrade intends to have the parties to the transaction contractually waive their right to commercial dispute in an action by Actrade so Actrade would be further protected against loss.
4. Additionally, if the foregoing safeguards prove insufficient to fully protect Actrade against loss, Actrade would have recourse to the U.S. exporter.

Actrade's management would probably devote $200,000-$300,000 to further developing the Export TAD Program. Mr. Amos Aharoni has already tested this market, but Actrade would need several months to develop the proper banking relationships and personnel to properly begin this program.

The final phase of Actrade's expansion program is expansion into the international market by introducing the TAD Program to companies without any tie to the U.S. This phase would not begin until the successful implementation of phases 1, 2 & 3.

As an investor, I would view Actrade' international expansion program as a low-cost option. Approximately, $500,000 to $600,000 of the $10 million private placement would be used for this development. Of course, these markets are large and the potential great, but I would assume NO additional sales or revenues for next year. Actrade would have no competitive advantage in the international markets other than its ability to develop customers. Actrade would be offering an instrument (TADs) similar to negotiable bills of exchange. Bills of exchange are a collection item like a promissory note, but the TAD goes through the electronic banking system-processed like a check. Not every country would be able to process TADs electronically.

Actrade might develop a separate division to develop and administer the export/international TAD Program. Having an offshore subsidiary would lessen the tax implications of this potential business.



To: Z man who wrote (1218)1/26/1998 8:01:00 AM
From: John Chew  Respond to of 7054
 
Marketing the TAD Program to the Buyer. JC notes May 1997.

This may be stale news. Do your own thinking.

The future potential of the TAD Program is based on the following:

1. The increasing demand of American companies to improve their cash flows and sales is expected to help expand the TAD Program

2. A Dun and Bradstreet report estimates that one part of Capital's market, small business ($1 - $15 million revenues) is in excess of 200,000 companies with combined revenues of over $20 billion. The small to medium-sized companies are currently Capital's fastest growing customer base.

3. Recently, Capital has learned that the collection and extended sales payment terms are attractive to large companies. As a conservative estimate, the market potential is at least all accounts receivable over 60 days for these Fortune 500 companies. This is an untapped market that Actrade intends to aggressively pursue.

4. Import TADs have generated $400,000 in revenues in the Third Quarter of 1997 (Belgium exporter to U.S. Company). This market is also large and untapped. Import TADs would offer an alternative between the most secure form of trade financing, Letters of Credit, and the least secure method, Open Account.

Overcoming Resistance to The TAD Program From Potential Customers (Source: Actrade Account Executive Book and interviews with Capital's sales-force and customers)

Actrade targets its sales approach to the varying needs of clients who have different uses of TADS as described in the section "Who Uses Trade Accepatances." Even so, resistance from some potential customers can be anticipated.

"It costs too much"

In comparison to bank financing, The TAD Program is more costly. The Account Executive (A/E) can stress the following points in response:

1. TADs are only for specific instances where the deal would not have been closed otherwise, or for accommodating marginal accounts which are more costly and/or risky to maintain.

For example, one of Capital's customers (a clothing importer) requires its clients to either
pay COD or with TADs thereby eliminating the need for collection and an accounts
receivable department.

2. The processing fee (usually 2.5%) is not the financing fee. Use of the TADs allows the Seller to minimize the risk involved with open accounts and, when available, provides the Seller with credit protection on those accounts which otherwise would be turned away. The financing fee is actually 1% per month on installments, (in simple interest this comes to 12% to 18% annually, depending upon how one calculates. By separating the fees as such, one is more inclined to pay the higher rates knowing the risk is greater.

3. The TAD Program acts as four tools in one, financing, collection, sales and credit protection. Most financing options address one or two of these at most. The customer has a flexible tool that is used only for certain customers and situations.

"My customer will never sign"

1. Many Buyers will not sign if the TAD Program is presented to them as an ultimate way of doing business. However, if presented as an alternative payment option as opposed to the ordinary 30 days, many Buyers will embrace the Program and will not go back to doing business any other way.

For example, a toy merchant supplier who is in a seasonal business (Buyer) can reduce cash
flow strains by having extended terms to pay.

2. The TAD Program is based on a cooperative effort between Sellers and Buyers. Some Buyers may not need terms, or may be conservative. The job of the Account Executive is to teach the seller when the Program is applicable. Account Executives report that The TAD Program is not sold. The A/E wins the trust and confidence of the Seller by learning first what the customer needs are and then, if appropriate, shows how the TADs could benefit the Seller's business in certain circumstances. Educating customers in the use of this new business tool is the main job of the A/E.

"I don't want to ruin a relationship by asking my customer to sign."

This is another legitimate concern of many Sellers who feel that by asking their customers to sign, they will offend their Buyers rather than make them feel more comfortable. After all, why turn an open account customer into a TAD customer? Many A/Es suggest having the Seller test the Program with either a new customer or with a marginal customer and developing the relationship from there. Even if a good customer pays on time, there may be times in his/her business when having extended payment terms is attractive.

"Are you big enough to purchase a large volume of TADs from us in the future?"

One large client, Graybar, was initially concerned if Capital would have enough money to purchase TADs generated by their sales staff. They asked if Actrade could make good on the 25% reserve. Actrade's A/E answered by saying that Actrade's credit facility was virtually unlimited because Actrade can post TADs as collateral against its bank line.

Marketing to the Buyer

One of the challenges in selling the TAD Program is getting the Buyers to cooperate. Below are some selling points to the buyers:

ú Unsecured line of credit in addition to existing lines.
ú No liens or UCC filings.
ú Hold on to working capital longer (especially in a high gross margin business).
ú Get much needed extended payment terms without severing relationships with suppliers.
ú Increase inventory.
ú Take on larger orders than would be otherwise feasible.
ú Honor past-due obligations on installments.

The Buyer is giving up open account terms for an extended payment option. Sometimes the Buyer will sign a TAD to help finance the Seller. This can occur when a well-financed Buyer, typically a large company, needs a specialized product or service from a less capitalized supplier.

Other Frequently Asked Questions

"How is the TAD Program different from factoring?"

Factors buy receivables while TADs replace them. The results are that the risk is minimized, allowing Actrade to finance situation which otherwise would not be financed; there are no liens or U.C.C. filings and there are no minimums or annual fees. TADs are used on a case-by-case basis whereas factoring is typically viewed as an all-encompassing solution to cash flow problems. TADs have many more applications and, in fact, can complement many factoring arrangements. Not being tied to a factor is a big selling point with some Sellers.

"What if the client has existing asset-based credit lines or factoring agreements?"

Participation in the TAD Program does not interfere with traditional credit facilities or factoring agreements. This is true because the TADs are actually instruments of payment and thereby have no impact on the balance sheet. TADs are negotiable instruments and are sold to Actrade as would inventory in the regular course of doing business. The TAD Program is in fact ideal for those accounts which are charged-back to the client, or for accounts which require longer terms than typical asset-based credit agreements will allow.

"What if the customer defaults?"

Past trends have pointed to a default rate of less than 1 percent (actual rate is 0.11%). This low default rate can be attributed to the strength of the collection instrument as well as its legal attributes. However, in the cases of non-payment, Actrade works with the customer to restructure the payment schedule. This means the customer will issue new trade acceptances to Actrade, usually in weekly installments over an extended period of time. In cases in which Actrade has secured credit protection, the client only takes on a 20% co-insurance risk. This means that the initial advance given to the client by Actrade upon purchase of trade acceptances does not have to be returned. In cases in which credit protection is not available, trade acceptances are purchased with full recourse to the seller.

"What is the minimum TAD amount?"

There is no minimum TAD amount or transaction amount or number of transactions. The TAD ProgramT is planned to solve specific problems associated with the management and the collection of accounts receivable. Most first-time TAD users test the Program using a small amount so that they may learn exactly how the Program works.

"What is the maximum TAD amount that Actrade can handle?"

Actrade does not have maximum TAD amounts.

"Can TADs be used for international transactions?"

TADs are for domestic use only. However, Import TADs for foreign sellers to a US Buyer have recently been offered to U.S. clients and foreign sellers. Export TADs are currently being developed. In the past, international transactions were financed sporadically as an added service for Actrade's clients, in which cases the traditional bill of exchange or letter of credit was used.

"You're a collection agency"

No. The TAD serves as a very effective collection tool but that is not its primary function. Its primary purpose is to allow the Sellers to extend terms to their customers while simultaneously strengthening cash flow.

"Are the fees negotiable?"

In general, the fees are as stated:

Processing fee (based on volume; includes collection)......... 1.5-2.5%
Credit Protection Fee..................... 1.0%

Discount Rate
Monthly Installment TADs, per month..................1.0%
Single TADs, per month.......................1.5%

Participation Fee for first time customers. ..............$500.00
Return Fee, per TAD.......................$25.00
Pulling TAD Fee, per incident..................$50.00

Default Fees, per month................1.5% of TAD face value
Change of Date.............2.5% of TAD face value + default fees

Note that while the discount rate for installment TADs is one percent (1.0%) per month, when calculated on the declining balance, the effective rate becomes one and one-half percent (1.5%) per month.

Upon purchase of TADs from the Customer, Actrade will advance up to 75% of the face value of the trade acceptances. The remaining 25% is remitted to the seller 7-14 days after the Trade Acceptances clear. Actrade usually remits the funds within 3 to 4 days after clearing.

TADs are used in special cases only, where the fee is less important than the actual transaction.

"What if the client does not want to sell the TAD to Actrade?"

The client is under no obligation to sell the TAD to Actrade (and Actrade is under no obligation to purchase the TAD). If the client chooses to hold on to the TAD, it may be presented to the bank for collection on its due date, however, collection will be done through the traditional channels. This increases the chances of non-payment since the amount will not be automatically deducted from the customer's bank account.

"Will only financially weak customers want to sign"

Actrade would not accept a TAD from a Buyer who would be a risk to not be able to pay. It is a misconception that the Buyers who would like to use the TAD have poor credit. Buyers usually have good credit but need more time to pay in certain circumstances. In the shoe retailing, construction and printing industry, Actrade's clients have slow payers who need longer terms to pay because of the length of time for them to be paid.

A factor would often charge back any account receivable that is slow paying to the Seller. The TAD eliminates this expense to the Seller while preserving the relationship between Buyer & Seller.