Random Holiday Season Thoughts and Information

Here are some thoughts and information as we head into a weird Christmas and New Year’s season.

Have you noticed the low winter produce prices? I saw a supermarket ad insert and realized while the supply chain has adapted there are still demand changes. With limited restaurant dining, there’s less produce being sold to restaurants, meaning there’s more supply for shoppers. Take-out meals usually doesn’t mean breakfast so that means suppliers sell less fruit to restaurants. I’m also guessing many people don’t order salads for take-out as often as they would if dining in. 

I haven’t worn a watch since mid-March. Really nice.

I know people whose businesses are thriving, others who are getting by, and some who’ve been decimated. One client had her customer base shut down by the closures, all over the country and internationally. Can’t sell product if your customers are closed.

Over the weekend I read two complementary articles on the virus and it’s spread. First, in the New York Times “The Morning” email the journalist gave three tips based on a survey of 700 epidemiologists plus conversations with other experts. The three tips are:

The top behavior to eliminate is: Spending time in a confined space (outside your household) where anyone is unmasked.

The behavior to minimize is: Spending extended time in indoor spaces, even with universal masking. Because masks aren’t perfect.And what’s less risky (the good news)? You don’t need a mask to go for a walk, a run, or a bike ride. Great advice on how to judge all of this: “If I had a birthday candle in my hand and you’re too far away to blow it out, I can’t inhale whatever you exhale.” Ninety percent of the epidemiologists had recently visited a grocery store, pharmacy, or another store.

On the opposite end of the political spectrum, Holman Jenkins, Jr. gave some similar advice in the Wall Street Journal. He summarized recent virus occurrences by noting all the hubbub about mask wearing has got us away from paying attention to safe distancing. Two of his best statements:

“it doesn’t matter how many of us wear masks if the young, who have the least to fear from Covid and are most likely to spread it unwittingly, aren’t wearing them.” 

“If you need to wear a mask to participate in an activity, consider not participating in that activity. Much of life and business can proceed normally while keeping 6 feet apart from those we love and those we don’t.”

I hope teachers are right behind health care workers when it comes to the virus. Kids need to be in school, they miss the interactions, many are falling behind, and it’s hurting families if a parent has to reduce hours or quit their job.

Online meetings are here to stay, especially for routine type meetings, but won’t replace in-person meetings where relationships need to be forged. I can see organizations like Rotary having a hybrid of in-person and online meetings. Not so sure about it for networking groups that thrive on getting to know each other.

Christmas will be strange (as will other seasonal celebrations). No big dinner with wrapping paper all over the floor. No post-dinner game sessions. No going from one house to another for morning presents.

I’m sure we’ll survive.

“One thing a person cannot do, no matter how rigorous his analysis or heroic his imagination, is to draw up a list of things that would never occur to him.” (Economist) Thomas Schelling

Covid Entrepreneurs

The November 19, 2020 Wall Street Journal had a front-page article titled, “New Entrepreneurs Emerge From Wreck of Covid Economy.” Some of the highlights from the article are:

  • A lot of people are turning their skills into a business and it’s their job “in” the business. Skills like personal training, hair styling, freelance chefs, and more.
  • New business licenses are up 32% over the first nine months of the year compared to 2019.
  • Between 10% and 11.2% of workers are self-employed.
  • People are realizing the new normal will be much different than the old normal.

But what about those people who don’t have a “job” skill? These are the people who know how to manage people, processes, money, and enthusiasm. For them, it’s buying a mature, profitable, and fairly priced business.

Why? The most common answers audiences have given me on this include:

  • To take control of their life, career, and finances.
  • To benefit themselves not shareholders from their smart and hard work.
  • Having fun!
  • Letting their creativity shine.
  • Flexibility – if they want to go to their kid’s game or recital they can.

But it’s more than the above. There’s an inner satisfaction to not be beholding to a corporation, a boss, or a boss’ boss. Yes, you have to take care of customers and employees, which is important, and that brings us back to the reasons – to do it your way. Whether it’s a job or your own business happiness and having fun is crucial. It’s like the character Michael Burnham on Star Trek Discovery who states how much she loves what she does and doesn’t want to anything else.

We’re going to see more and more of this. And, for owners whose companies have been hurt by Covid, these buyers aren’t your answer because they want a non-distressed company, but other firms looking to grow by acquisition are your exit. 

“Reality is that which, when you stop believing in it, doesn’t go away.” Phillip K. Dick

Lingering On

I’m writing this on November 16. The headlines and stories over the last two days are filled with President Trump tweeting, “I concede NOTHING,” how his administration is not cooperating with the Biden administration on a transition, and his people are saying they expect to be in their same jobs after January 20. Not the graceful transition from one party to the other we’ve had every other time  this has happened, is it?

What does this have to do with small business and business in general? When “uninvited guests” overstay their welcome it leads to stress, a deteriorating culture, and less productivity.

Every, and I mean every, time a business owner brings up the subject of a problem employee and wonders what to do the answer from those who have “been there; done that” is, get rid of them ASAP and you won’t regret it. I have one client who sat on it for five months. Not too bad compared to another who took four to five years. The result is usually a breath of fresh air.

There’s some logic to the SBA rule requiring business sellers to not (officially) be part of the business (as an employee or consultant) for more than one year. I’ve seen instances where the seller staying on worked great, because the seller loved the job and/or the project but hated running the business. I’ve also seen instances where the seller said they wanted to stay and do sales or design products and absolutely couldn’t stand working for someone else. A couple times the seller sabotaged the business by creating conflict within the employee ranks. In one case it was constantly making snide comments about how he (the seller) wouldn’t do things the way the buyer was doing them (implying the buyer didn’t know what he was doing).

A change of ownership requires cooperation. Bringing in a new employee, especially replacing the bad apple, means teamwork. My advice is to have a plan, make the decision, and take action. Don’t stew over it, do it.

“Television is an invention that permits you to be entertained in your living room by people you wouldn’t have in your home.” David Frost

When is a Business Prepared for Sale?

“I guess we’re really not ready to sell” was said to me by a client recently. Here’s the backstory. 

I got a call from a past client, with whom we worked together on four prior projects, telling me two companies in his industry, including his top competitor, were interested in acquiring his firm. He asked if I would help him structure a deal. Of course, I said and please send me what you have so far. FYI, this business is in a slow-growth industry, offers very specialized services, and growth comes mainly from acquisitions, which is how my client grew his business. And the business (industry) has suffered a decline due to Covid.

He sent over an offer from one of the firms, I asked if he was happy with the offer, he said, “No, but I’ll sign it and then we’ll negotiate” (I can “see” all the lawyers cringing as they read this). I advised him not to sign it, but he did anyway. Then he retained my services, which started with my telling the buyer my client was confused on the process, and we needed to work out a different deal.

Over the first few weeks many of our conversations dealt with getting some emotional clarity about what he really wants. He bounced from, “I’m happy to leave” to “I want to phase out over three years.” He’s said he’s prepared to take an offer and close the deal but also realizes both could say no. At one point his spouse thanked me for being there, especially regarding the emotional issues.

We’ve got two buyers, two offers, one more overall money, and the other with more guaranteed money early. One buyer is a fast-moving middle market company driven by information, metrics, KPI’s, etc. The other is smaller, slower paced, and more relationship driven. Both offers have an earnout component so one topic I’ve brought up repeatedly is about how his staff will relate to each buyer because my client’s company does not run at super speed. If the management team, or part of it, leave and sales go down so does his ultimate payout.

Due diligence is overwhelming my client and his staff. I suspect one member of the management team is purposely moving slow because he made it known he doesn’t want it sold to a middle-market firm. This person still has dreams of the management team buying the business even though they are short on capital and have never run a business, just divisions of it.

Back to the opening line, about the same he told me he realized they weren’t prepared to sell I was talking to some estate planning attorneys and we agreed with what the Wall Street Journal wrote years ago, that only about 10% or so of business are ready to sell for maximum value and with a smooth transaction.

Given the above, I feel it’s good to revisit my ACTION™ to sell a business in order to maximize price and streamline the selling process a business seller should follow my ACTION plan. Follow this plan and you will set yourself apart from other sellers. ACTION stands for:

Arrange all the affairs of the company 

Coach and counsel the company. Its people, process and systems

Transmit and teach all the good “things” about your firm

 (and those “things” are)

Intricacies that make your company special, i.e. the non-financial factors

Operations and management systems in place that will make a transition smooth 

Numbers, all the financials in understandable form, straightforward with no “tricks” 

Every deal is based not only on numbers and also on the non-financial factors including customers, employees, lease, suppliers, technology, the market, competition and others. In 2020-21 we also have Covid related non-financial factors, some of which include:

  • Government intervention, for example, are you an essential or non-essential business, can your capacity be capped, hours restricted, etc.
  • The safety of your employees, the cost, and the potential liability.
  • The Covid affect – short, medium, and long term.
  • Increased costs for medical insurance, unemployment insurance, employee turnover, and more.

Conclusion

It’s easy for business sellers to get overwhelmed. The requests for information can be staggering, especially if the owner doesn’t want to bring key people into the loop. This is why planning makes the process smoother and buyers more willing to pay at the high end of the fair price range.

Make it Complicated or Keep it Simple?

Apple and Microsoft are trillion-dollar companies, very successful, have lots of smart people so why can’t either of them figure out how to have an email program without glitches? Email has been around for a few decades, so you’d think they’d have figured it out. 

Apple mail stalls on my laptop when getting new messages. Sometimes to the point of having to close and reopen the program. It slows down my desktop to the point I don’t use it anymore.

Therefore, I use Outlook on my desktop (and Jessica uses it for business email). We agree, it has a horrible search function, you can’t drag emails from one folder to another, and it keeps refreshing itself. Most annoying is when all of the emails in the Inbox disappear and you get a cheerful message about how nice it is to have an empty inbox. Then they reappear, sometimes with new date and time stamps. Sometimes with duplicate copies. Friends have shared they have issues also, some the same, some different. 

Outlook is over 30 times as big as Apple Mail, Contacts, and Calendar combined. And when things get that big, they’re like how battleships can’t maneuver fast, like an attack boat. Are both companies filled with people trying to make things perfect?

Just like in business. Small businesses should be able to move faster and have more flexibility than large ones (Amazon maybe being an exception). It’s one reason why people want to own a business; so they can make decisions and see the result of their actions.

And now is a good time to buy a business, or buy another one. Any time there’s a catastrophic event, like Covid or the recession (or both), it pushes owners thinking of exiting over the tipping point. To take control and benefit themselves from their hard and smart work.

“A marriage is always made up of two people who are prepared to swear that only the other one snores.” (Author) Terry Pratchett 

When it’s Yours You’re More Passionate

Recently we had the last real harvest from our garden as we picked tomatoes, arugula, lettuce, figs, beets, zucchini, and spaghetti squash. Then we got our first frost (the zucchini bit the dust). There’s nothing better than a salad you picked that day. The marinara sauce from our tomatoes puts to shame anything from the store. Just a little example of doing something yourself and loving the results.

Business ownership is alluring to many people because they feel they can do it better. When those people realize they don’t have a revolutionary idea for a startup, they often decide to buy an existing (mature, profitable, and fairly priced) business. It’s the pride of it being yours. Your decisions, control, creativity, etc.

I get it. We all have things we do that give us satisfaction beyond having someone else do it. Those things may be sewing, woodworking, tearing apart an engine (and getting it back together), and more.

When it comes to business, whether a one-person firm or a company with hundreds of employees, it’s freedom and success. Expect it to be more popular in the next few years. Why? It’s the economy, stupid (thanks to James Carville for the line).

Recently someone asked me if the economy is driving a lot of people to entrepreneurship. My answer was, yes, slowly, and every economic downturn pushes people over the entrepreneurial tipping point. Recessions push buyers to the market, many of them just waiting for an excuse, and it also pushes owners to sell. My guess is that in today’s market, owners of good businesses who’ve been contemplating selling are moving on it. They’ll stand out in the crowd of damaged companies and they know it.

“The most difficult thing is the decision to act. The rest is merely tenacity.” Amelia Earhart

Ask the Right Question or Get the Wrong Answer

Here are a couple questions reporters asked (the wrong way.

  • Reporter (to football QB): Do you think other teams have figured you out?
  • QB (rolling eyes): Based on one game? It’s the only game we’ve lost all year.
  • Reporter (to President Trump): Why have so many more Black people been killed by police than White people?
  • President (correctly answering the question that was asked): More White people have been killed by police than Black people.

In the sports Q&A the reporter made an assumption based on (at the time) an isolated incident (and the future showed it was an isolated incident). He should have asked an open-ended question like, “What happened today (to cause the bad performance)?”

In the political case, the reporter meant to ask about why a higher percentage of the Black population versus the White population, not about an absolute number. But she didn’t phrase it correctly. She got the right answer to the wrong question.

When I teach my class on growing a consulting business at the Seattle SBA/SCORE office I make a point that sales is asking questions, and asking the right questions is an important component of the process. Sales is not what we imagine happens when we think of a used car lot.

Good lawyers, good consultants, good interviewers all ask good questions. On the flip side, those being interviewed for a job need to ask as good or better questions about the position and the company. Business buyers and sellers both need to ask the other party good questions, open-ended ones to get insights.

Asking the right questions is just one of the topics in my upcoming book, Getting the Deal Done, which is now at the designer. It is 61 short chapters, each a strategy to get a buy-sell deal successfully closed. I wrote 50 of the chapters and 11 deal making friends each provided their expertise via a chapter.

“All humans are stupid, but the smarter ones at least have a handle on their own ignorance.” John Cleese

When You’re Sunk You’re Sunk

Forbes.com reported bankrupt Chucky Cheese is spending $2.3 million dollars to destroy 7 billion prize tickets, which would fill 65 cargo-shipping containers. Why? Because it’s about 25% of the $9 million cost if they were redeemed for prizes. 

We all deal with sunk costs. Buy a new car, decide you don’t like it, you’re out the 20% they say is the immediate market discount. Invest in a new machine, it’s not what you really need, you’re out.

Things like above always remind me of a past client who bought a (what turned out to be) great business for next to nothing (and this is not a pitch like the books and courses on how to buy a good business with little to no money – which doesn’t happen). 

How did this happen? The company expanded from Seattle into Portland, it wasn’t going well, and they got stubborn, as in, “We’ll sell our way out of this.” They didn’t. And, at a peak of the real estate market they bought a building. The buyer got the Seattle operation by paying off the State Department of Revenue, the phone company, and the top supplier. He later told me, “I knew it was a good business, I just didn’t know it would be this lucrative.”

About 8-10 years ago I came up with what I thought was a compelling idea for a line of service to potential clients. It wasn’t as compelling to them as it was to me, so I dropped it. The costs (mostly time and energy) were sunk, gone, and that was okay. I learned a lesson, picked up one client (five projects, none for this idea), a few good marketing tactics.

I mention these things because in the buy-sell world I see all the time owners (and their intermediaries) trying to convince buyers the failed advertising campaign is really profit because it didn’t work. Or, the ops manager who wasn’t as good as he or she claimed is really profit because it was a bad hire.

No. That’s business. That’s life. If you don’t try things you won’t learn what doesn’t work. Not every decision is a good decision (meaning didn’t live up to its potential). The good businesses often just have made more good decisions than not-so-good ones.

“It is inhumane, in my opinion, to force people who have a genuine medical need for coffee to wait in line behind people who apparently view it as some kind of recreational activity.” Dave Barry

What Exactly are You (Personally) Guaranteeing?

In the 1990s, President Trump nearly ruined himself by personally guaranteeing many millions of dollars in loans, and then said he regretted guaranteeing them. But it seems he has not followed his own advice. With the NY Times releasing some of his tax records and other financial information, he allegedly is personally responsible for loans totaling at least $421 million, most of which is coming due within four years.

What does all of this mean? Realize when you get a mortgage or a car loan you are signing a promissory note, guaranteeing you will pay it back. These loans have collateral so the lender can go after your house or car to help repay the debt if you don’t pay. Where it gets “sticky” is when there’s no collateral, which is rare when it’s a personal loan, other than credit cards, which don’t have collateral.

When an individual or small-business owner wants a loan they usually personally guarantee it. When the loan is to an individual, say an executive buying a business, if the loan is to the person it is a legal obligation on that person an in affect, they are guaranteeing it. If the lender makes the loan to a corporation or LLC, which most are, they ask the borrower to personally guarantee it. 

When a private equity firm or similar investment firm borrows money, the partners won’t sign a personal guarantee. The same with larger corporations. So one has to wonder why lenders asked the president to personally guarantee all the loans. Not knowing the details, I can only guess it’s because they were risky loans, there was worry about non-payment, and hiding behind the corporate veil. 

I asked my friend Greg Russell with PRK Livengood Law in Bellevue (www.prklaw.com) about personal guarantees and here are his comments:

  • He reiterated a bank will want a personal guarantee when the loan is made to an entity.
  • Business sellers will want a personal guarantee as they are unsecured creditors, coming in after any senior debt, personal home equity, etc.
  • A borrower with a personal guarantee must report it for any financial dealings and this contingent liability may impact the availability of credit.
  • A personal guarantee can hold for a long time. There is a statute of limitations of six years, which starts from the time of breach. Within this time the lender can get a judgment to keep the debt alive.

Lenders, of all types, have the most interest in personal guarantees so I discussed them with Bill Barclay, Regional Manager of Commercial Banking with Columbia Bank. Here’s what Bill had to say:

  • 95% of Columbia Bank’s loans have a personal guarantee on the borrower. He said, “If things hit the fan, we want them walking down the aisle with us.”
  • Those not having a guarantee are generally larger firms with diversified ownership and management along with private equity firms.
  • If there’s not a guarantee expect tighter loan covenants that may create a personal guarantee if triggered.
  • An existing personal guarantee (from a different lender) won’t have much impact on future credit if there’s only one. The bank will look at all contingent liabilities and multiple guarantees may require a closer look.

Conclusion

Personal guarantees are something business owners, business tenants, those of us in the buy-sell world, and others deal with all the time. Business buyers and other borrowers do their best to avoid them, but those with the money make the rules. I always come back to a client from about a dozen years ago who didn’t like what the bank was doing. He didn’t think they were creative or flexible enough. I commented to him, “The bank’s not in business to be creative or flexible, they’re in business to be paid back.” I know if I lent someone money I’d want as much security as possible. 

The Deep Dark Web and More Scary Things

It’s Halloween season so let’s discuss scary things. I recently took advantage of the offer from www.cyberstreams.com to have them run a free Dark Web scan. As I’m writing this, I get a weekly newsletter from Sweeney Conrad CPA firm and one of the articles is titled, “Email attacks up 667% following rise of COVID-19 worldwide.” The statistics are from (cyber) security firm Barracuda.

Obviously, the slimy bad guys (and gals) are out there and after us more than ever.

I received my Dark Web scan report and found it pretty “gentle.” Only five breaches, one from a LinkedIn breach, two from a group affiliated with a business group I’m in, and two miscellaneous ones. None got access to my passwords. So I called David Henderson with Cyberstreams to discuss it and here’s what he told me, with the first point the most important:

  • 60% of breaches are from human error. That’s right, it’s you or your employees causing most of the damage.
  • The above could be people using the same password or a variation on many different sites. For example, someone at one of their clients used (and I’m changing the word) platinum, platinum1, platinum8, and other variations. Once breached, the bad guys try variations of platinum until they get a hit.
  • When a website you use is breached, like LinkedIn, change all of your passwords.
  • Use two-factor authentication.
  • Don’t use your business email for personal matters.
  • Make sure your data is backed up and safe from ransomware (meaning, not on an external drive connected to the system all the time). Use cloud backup that’s protected from ransomware.
  • Do security awareness training (like Cyberstreams does) as well as ethical hacking (testing your people).
  • Use a password service like LastPass, and make sure your password to your service is very strong.
  • 60% of companies with major data breaches go out of business.
  • David’s company is just like yours or mine in that they get attacked all the time. He has 14 people plus past employees. His last scan found 21 accounts with data breaches (not his system but sites his people had been on) with 41 total breaches.
  • Get cyber insurance, it’s inexpensive.

The abovementioned article on phishing also pointed out how one blackmail attack was detected 1,008 times over two days and how most attacks start by a person clicking on something they shouldn’t (click on). I know every so often I get 10-12 phishing emails at the same time, with the same message. It really doesn’t matter if you’re a large firm, small firm, or an individual – they’re after you. 

“It’s so much darker when a light goes out than it would have been if it had never shone.” John Steinbeck