Big or small: That's the conventional thinking about
businesses in the U.S. economy. But there is a third
category. Medium-size companies occupy center stage in
the development of emerging markets, and they account
for 69 of this year's Hispanic Business
Fastest-Growing100® companies.
Definitions vary for this so-called "middle market."
Grant Thornton, an international accounting firm
specializing in the middle market, defines it as
companies with revenues between $50 million and $2
billion. Microsoft once pegged the middle market as
enterprises with revenues between $1 million and $1
billion. MergerStat, a tracking service for mergers and
acquisitions, calls the middle market any deal between
$25 million to $250 million. Business brokers and
investment bankers often base their definition on a
company's transaction value rather than revenues, with
ranges from $1 million up to $2 billion. In the U.S.
Hispanic economy, Hispanic Business defines the middle
market as firms with revenues from $5 million to $50
million, a range often used by consulting and investment
firms.
"In reality, size is a remote thing," says James
Stancill, a professor at the University of Southern
California's (USC) Marshall School of Business and an
expert on middle-market development. "A distributor
might have high [revenue] volume and few people, while a
manufacturer or a service company would have lower
revenues and more employees."
Instead of a size standard, Mr. Stancill believes
middle-market firms are characterized more by the
problems and transitions faced by managers. "You get to
a certain stage in running a company and it takes on a
life of its own," he explains. "At that point, sales
becomes the number one priority, and cash-flow
management number two. Growth in sales isn't the answer
to everything, because it takes money to grow. ... But
there is an optimum growth rate that allows for
self-financing."
Middle-market CEOs constantly balance their desire
for growth against their financial resources. "The
biggest challenge for a small business transitioning to
the middle market is to cope with operational
necessities, and at the same time be strategic in its
thinking," says Antonio Grijalva, CEO of G&A
Partners Inc., a human resource outsourcing company and
the top-growth middle-market company on this year's
Fastest-Growing 100 directory. "This requires new layers
of middle and upper management, which small businesses –
because of financial constraints – are usually not ready
to embrace."
Dennis Gilbert, CEO of construction firm Tesoro
Corp., acknowledges the financial tension between growth
and safety. "We started out taking all of my retirement
money from the government TSP [a kind of a 401(k) plan]
along with a small business loan and tapping my personal
credit cards," he says. "We self-finance all
investments, trying to keep the equity in the company
growing to allow our bonding capability to
grow."
When accessing capital, middle-market companies often
fall into a gap between the standard business loan and
public equity markets. "Although these firms typically
have access to bank loans, or even to private [bond]
placements, they often cannot meet their financing needs
entirely through such debt instruments," the Federal
Reserve Bank states in a report titled "The Economics of
the Private Equity Market." Moreover, the need for money
in the middle market usually doesn't arise from a lack
of working capital, but rather "to achieve one of two
objectives: to effect a change in ownership or capital
structure, or to finance an expansion," according to the
report. Mr. Grijalva confirms that in the case of
G&A Partners, "access to capital is a secondary
issue unless we decide to grow through acquisitions or
decide to expand geographically."
David Perez and Marcos Rodriguez of Palladium Equity
Partners, a New York-based investment bank for
middle-market firms, see three common motives for CEOs
to seek money: a transition of ownership, an
acquisition, or a situation ill suited for bank
financing.
Ownership transfers usually combine bank financing
with equity because lenders "want to see the new owners
put up a meaningful amount of capital to ensure a
healthy alignment of interests," Mr. Rodriguez says.
"Said another way, the banks want to make sure the new
owners – or the existing owners if they want to take
some money off the table – have some 'skin in the
game.'"
Equity financing works better for acquisitions
because of the longer-term investment horizon. In
addition, besides money, the new equity partner can
bring operational or strategic assets to the deal. In
the final category of money-seekers are underperforming
companies that need big investments to reach their
potential.