Scams in buy-sell deals

On September 8, 2019 the Buzz column in the Seattle Times was titled, “Seattle Cider sues founder, former CEO” and dealt with a lawsuit against the founder of Seattle Cider and Two Beers Brewing initiated by Agrial, a French company that acquired them. In simple terms, the plaintiff alleged the books were cooked to increase the price.

More about the above later and it fits with a quote I saw this summer from Richard Parker, “Numbers don’t lie, sellers do.” I wrote him and told him how I had seen a case where the owners/sellers (creatively) made the numbers lie, at least temporarily. Richard’s response was something like, it’s amazing how creative people can get with this stuff.

The Seattle Cider case involves the seller supposedly doing “channel stuffing.” He allegedly had his top distributor accelerate orders, so sales looked stronger than they really were and then, post-sale, orders declined because the distributor had months and months of product. Oops, the buyer is now getting no orders and had the privilege of paying the seller an inflated amount (again, alleged).

It seems so easy, but this stuff always comes out (at some point). For example, a seller ripped a letter off a bulletin board as she gave the buyer a tour of the business. Turns out the letter was from their top (30%) customer informing them a change in strategy meant they were ending the relationship. The buyer later found out from an employee.

Or many years ago when a buyer sabotaged himself by letting the seller convince him he couldn’t talk to the customers because the industry was so tight word of the sale would somehow get out. Even though his attorney and I told him to “kill the deal,” he agreed (to not do customer research, even as a reference check). Turns out the top, 25%, customer was doing a “test kitchen” of new systems without inviting their current provider (the seller’s firm) to participate. No wonder the seller didn’t want any customer related due diligence. (By not talking to the customers a buyer risks not knowing about damaged relationships. If the customer has already stopped doing business and is still disclosed in the purchase and sale agreement as being an active customer there should be protections in the representations and warranties in the agreement, although it’s still deception and a major hassle.)

And this is not confined to the small business and lower middle market. Just look at what’s in the headlines about We (WeWork). 

When it comes to integrity and ethics, 99% of business owners have a high level (unless you count blending the personal and business checkbooks). But the other 1%…

“Don’t look back. Something might be gaining on you.” Satchel Paige

Non-compete Agreements Become Almost Worthless (in Washington State)

This is a little different than our regular memos, but I feel it’s an important subject for Washington business owners.

I recently sent past and present clients a fantastic summary of Washington State’s new non-compete law, taking effect January 1, 2020, which I received from Jeanette Adams Gorman with Socius Law Group in Seattle.

I received a lot of “thank you” and “interesting” comments but the best was, “Wow! this is distressing.” I was a bit surprised so many business owners hadn’t heard much about this.

I won’t get into the details (and I’m glad to send you Jeanette’s report) but will give you my top takeaways.

  • Non-competes will only be applicable to people earning $100,000 or more with the threshold for independent contractors is at $250,000.
  • Non-solicitation agreements and non-disclosure agreements, including sharing of trade secrets, are not affected.
  • Non-competes when the business is sold are still valid (the seller is bound by it).
  • There may have to be compensation to a terminated employee if the company wants to enforce a non-compete.

I encourage business owners to get professional advice on this, so you’re prepared for 2020. Advisors, make sure your clients are aware of this.

“An ounce of prevention is worth a pound of cure.” Benjamin Franklin

Is it Crazy for a Business Owner to Pay A Buyer to Take Over the Business?

Many business owners claim their business would take off if only someone did a few simple things. The usual suspect in “simple things” is to do more marketing. Really? If it’s so easy why isn’t the current owner doing these supposedly simple things? And why would a buyer take the chance on these “simple things” working?

An example

A friend pointed out a retail business for sale whose owner claims it’s in a great location. And it is, for walking around and (having fun) but not for what this business does, given the congestion and limited parking.

The seller states with a little marketing and the addition of multiple additional services they could substantially increase the revenue. This includes extending their hours and hiring more employees. In today’s tight labor market good employees are hard to find and it’s made to sound like it’s easy to find good people. 

Also, the business’s sales are declining, it’s breaking even, and the owner is not taking a salary. 

The seller has a five-year lease, probably with a personal guarantee, and other obligations. It may be cheaper to give someone the business or pay a “buyer” to get out of that lease, other obligations, and the associated worries and headaches.  

Even in this case the “seller” needs be able to back up “why” the business has the potential to get out of its rut. All buyers want to see a clear path to growth and know where they can add value. 

Let’s be realistic, the above is a bit extreme (also rare is hiring a buyer on a consulting contract to fix a business and then buy it via an earnout, but I’ve seen it). But in rare cases, paying to discard a business, like we pay to take junk to the dump, may be better than five more years of hard work for no pay. 

“What’s surreal to you is just somebody’s Wednesday somewhere.” (Novelist) Karen Russell

This was written by Jessica with John’s input

The Grass is Always Greener (When You Only Care About Headlines)

One thing President Trump and other politicians have in common is the bashing of large tech companies. It used to be bashing Walmart. Yes, Walmart took over a lot of small to mid-sized towns. Yes, some small businesses (perhaps many) didn’t survive. But the politicians made it seem like these small retailers were thriving businesses with very high paid employees. 

After talking to owners of and/or looking at information on thousands of businesses I can say, 

“Overall, there aren’t that many good businesses.”

There are a lot of companies providing the owner a well-paying job and nice lifestyle, but these don’t have much value. Value comes from profit over and above owner salary. There are even more businesses with overworked owners whose salary is just adequate. 

When I’m asked how businesses are valued my initial response is, “I don’t know anything about your company and in general, it’s a function of profit. The more profit, the higher the value.” So where is all of this going? To these three points:

  • If you own a thriving business (solid profits after your fair market salary) realize you have one of the ~20-25% (the top quartile). Keep it there, grow it, get yourself out of the day-to-day, and if you have a dominant customer, diversify ASAP.
  • If you’re a business buyer, realize it’s like the old “needle in a haystack,” so keep searching because it can take a long time. Not only do you have to find a business in the top quartile, the owner needs to be motivated to sell (for a fair price), and it has to match your skills.
  • If your business is barely getting by, it’s a struggle to pay bills, you can’t save any money, etc. realize it will be tough to sell. And, by all means, remove from your head thoughts like, “We’ve been in business for 15 years so there’s value to the name.” As per above, the value comes from profits.

We all think what we have is great – better than cold beer (or lemonade) on a hot summer day. But that’s not what matters. What matters is what others think including banks, buyers, appraisers, etc.

“Strive not to be a success but to be of value.” Albert Einstein

What Is the American Dream? Part Two

Last month I gave my insights regarding a ProPublica article about how people over 50 won’t be the decision maker when they leave their job.  (Update, IBM is in the midst of a lawsuit for firing up to 100,000 people, targeting older workers. And there seems to be damaging testimony supporting the lawsuit’s premise.) A past American Dreams was to get a job at a large company, work there for 40-45 years, and retire with a gold watch and a pension. But no more, for most people.

I may be dating myself, but I remember in one college class a discussion about how another American Dream was to start a business and sell it to Sears. In those days, Sears was dominant and bought a lot of small businesses. However, a lot of those acquisitions were after Sears became the firm’s top (by far) customer and had the supplier “over the barrel.”

So, what is the American Dream these days? Actually, it should be “dreams” not “dream” as there are many versions. In early 2019 the New York Times had an opinion piece titled, “The American Dream is Alive and Well” with the sub-title of, “Most people in this country say that they are living it – but what they mean by the phrase might surprise you.”

The opening is, “I am pleased to report that the American Dream is alive and well for an overwhelming majority of Americans.” Here’s some interesting statistics:

  • Only 16% said to achieve the American Dream you have to be wealthy.
  • Only 45% said it means having a better quality of life than your parents.
  • And only 49% said it entails having a successful career.

Most interesting, 84% of Republicans and independents and 88% of Democrats said freedom was essential to it and less than 20% in either party believe becoming wealthy is essential. Many said it is experiences, not a lot of money, that bring happiness. With my clients, business ownership tops the list of desired experiences (and then getting out of business for their next great adventure in life).

Overall, all races, all levels of income, and all generations (from under 22 to over 70) are optimistic at an over 70% level. Also interesting is the Times published this during the Trump administration, which hates the Times.

Let’s move on to a Fast Company article titled, “We make $325,000 a year and don’t feel we have enough.” Catchy title but a bit misleading. Three case studies about people making $97,000 (Canadian), $171,000, and $325,000 show close similarities. 

The lowest income couple saves or has “leftover” funds of 12-20% (and a lot of Canadian safety net taxes), the other two have 30-40%. So, when the highest income couple says they feel they don’t have enough it’s because $125,000 is going to some form of savings or investment. Not bad. 

So, what’s my point, or points? Here are three:

  • It’s not as bad as the headlines – and things haven’t been as bad (or as good) as the headlines forever. Realize there are always pockets of people in a tough position no matter how good times are. But publicizing the positive doesn’t sell papers, get clicks, or get viewers. Then factor in social media, which magnifies everything and makes people think things are bad on a macro level. But when they discuss their own situation, i.e. the micro level, we get the results shown in the Times study.
  • We have different objectives – I’m guessing this hasn’t changed too much over the years and now it’s easier to collect information and publicize it so we have a lot more data and therefore insights. Different people strive for different things like money, power, prestige, spirituality, low stress, material goods, etc. No right or wrong and I applaud those who use our safety nets as a helping hand up to achieve their version of the American Dream.
  • Business ownership – as per above, for many, and this includes all of my clients, owning a business is the experience they want. It can include financial benefits but also provides the experiences many want. Those experiences include being successful, helping customers, providing jobs, being creative, and more. As in part one of this two-part newsletter, page one of my book Buying A Business That Makes You Rich, there are numerous reasons besides money people want to buy/own a business.

Conclusion

There is still opportunity everywhere. While it’s not for everybody, business ownership is the vehicle many want to maximize that opportunity, have the experiences they desire, and have a fulfilling life.

The Best Lessons are From Dogs

I recently read Dave Barry’s latest book, Lessons From Lucy; The Simple Joys of an Old, Happy Dog. It’s funny, as one would expect from Dave Barry, insightful, poignant, and not exactly what I expected from him.

I’m not going to “steal his thunder” and give away all his lessons. Read the book (it’s a fast read and extremely entertaining). I will share one lesson, because it’s one of the few mantras I have in my business.

Don’t stop having fun. (And if you have stopped, start having fun again.)

On page one of my book, Buying A Business That Makes You Rich, I state that in addition to all the reasons people have for wanting their own business, fun needs to be at the top of the list. The same goes for a job, yet too many people slog through their days, collecting a paycheck (sometimes a very good paycheck) but not building a career or a lot of happiness.

It’s even more important in our personal lives (to have fun). We can’t go through life like the Puritans, feeling we have to suffer on earth to have everlasting life. But considering most of us spend 25-35% of our adult lives “on the job,” it’s crucial to be doing something you like if not love.

And guess what, when you’re having fun it carries over to your co-workers, customers, family members, and others, and, increases productivity. There’s a lot of money spent on advisors helping employees, and owners, get to the point of enjoying what they do and doing their jobs better. It’s often called culture and it’s a lot easier to destroy a culture than build a great one, which is one reason for all the experts providing great advice.

“Wine is sunlight, held together by water.” Galileo Galilei 

Buyer Fever – An Example

We all get it, actually many times. It could be something simple like a gym membership (those 20 pounds will melt off), a bit more involved like a car (I sure look cool in this red car), or even a house (wow, what a kitchen).

When buyer fever hits about a business it can be trouble. I’ve seen my share of buyers with the fever, and it usually comes back to haunt them. Buyers with the fever will pay too much, do incomplete due diligence, or ignore blemishes.

Saw an extreme case recently. The buyer loved, and I mean loved, the service. So he bought the business. Never mind he didn’t have the license to run it, meaning he had to hire someone with that license and was therefore at the mercy of that employee staying. Never mind he grossly overpaid. He got to own the business whose services he was infatuated with.

Love of a product or service is never a good reason to buy a business, which is why it’s called buyer fever. When emotion overtakes logic, it leads to trouble.

Are You Overly Enamored?

Some friends have a daughter in her early 30’s who has a decent but not high paying job, is attractive and outgoing, and still lives at home. When I stated the daughter needs a boyfriend the mom said, “Oh, I know, but she’s so fussy.” Maybe, and maybe mom’s rose-colored glasses are on. I would seem to me it’s hard to attract a good boyfriend when you’re still living at home.

We all get enamored with things we’re close to. (We think) our house is worth more than the market says it is, so is our car, and what about the following three business things?

  • Business owners often make the abovementioned mom seem realistic. They rarely see warts; they only see something special. The owner can’t take a vacation, it’s a sign of how important he is. One customer is 52% of sales, or three are 80% of sales, it’s a sign of how much they love us. Or the owners who saysomething like, “I know how businesses are valued but we’re not like other companies, so those rules don’t apply to us.” Sure.
  • What about service providers who get hung up on their methodology? Anybody familiar with Alan Weiss knows he tells advisors to forget their seven-step process for this or the eleven-step system for that. In other words, don’t fall in love with your methodology, figure out what your client’s problem is and fix it.
  • Finally, there are business buyers, who, for this discussion, fall into three groups. The first are those I wrote about a few weeks ago, who get buyer fever and can see no wrong in the company they’re in love with, i.e. they must have it, at any cost. Second, are those so captivated by their own (supposed) abilities they think they can fix any underperforming company (of course, this isn’t all that common). Finally, we have the buyers who throw away the rose-colored glasses and put on their darkest sunglasses, blacking out every business because it’s not sexy enough, perfect, can’t grow fast enough (without needing capital), intellectually stimulating, etc.

The above are why we have experts in various fields including real estate, auto sales, business buy-sell, business improvement, tax, insurance, legal, and other areas.

“Time is an illusion. Lunchtime doubly so.” Douglas Adams

When You’re In Over Your Head…

AB InBev, which makes one out of every four beers sold worldwide and owns hundreds of brands is selling assets in Australia, Asia, and Central America. Why? Because an acquisition spree got them to the size they are but also saddled them with massive amounts of debt And there’s a lesson here for small businesses and individuals.

Many things can derail a business’s value (customer concentration, owner dependency, etc.) and there’s nothing wrong with manageable debt. But the beer market is struggling, both in emerging and mature markets, and that threw AB InBev’s debt coverage out of whack, i.e. not enough profits to cover debt payments the way they wanted to.

Growth is great. We all want to grow. Business buyers especially want to grow. But growth for growth’s sake can throw things off kilter. It doesn’t matter if it’s beer, widgets, aerospace, or something else, manageable growth with attention paid to margins and cash flow is what you want.

The key is to understand what you do best and do more of it. When you want to expand your product or service offerings make sure there’s a market. Don’t be trying to sell beer when customers are moving to other beverages.

And, whether personal or business, manage your debt, your cash flow, and your growth so you don’t fall off the cliff.

“Insanity is a relative. It depends on who has who locked in what cage.” Ray Bradbury

 

Are You Ready for a Storm Surge?

I was watching a fascinating video on the Weather Channel app about Tropical Storm/Hurricane Barry in Louisiana. The scene started with what looked like a grassy country road or trail, soon it looked wet, then a small creek about one foot wide was visible, and before you knew it, a torrent of water was flowing, filled with debris.

These surges come so quickly and it’s one reason people get trapped; they think they have time when they don’t. The same can happen in business. I’ve had a few times when it seemed I could do no wrong when it came to getting clients. New client here, new client there, new client everywhere. Then the work needed to be done all starts hitting at the same time.

For us it means putting in a little more time, doing less marketing, postponing admin work, etc. What about for businesses making or selling a product or labor-intensive service (fixing furnaces, installing systems, etc.) when they experience (usually short-term) hockey stick growth? Here are three traps to watch out for:

  1. Growth sucks cash and it’s why a couple huge orders can deplete the checking account. We just met with an owner who told us how they bought the rights to sell a new product line from a struggling competitor. First step, stock up on inventory because customers were frustrated about everything being “out of stock.” This means a lot of cash out the door. Then, there’s a royalty on sales, which is a great way to buy something but means less margin until it’s paid off.
  2. Who’s going to do the work? Simple story, over the last two years I’ve seen 8-10 electrical contracting businesses either on the market or I’ve talked to owners thinking of selling. Every one of them said they could do a lot more business (double in many cases) if only they had the people. Fast growth, big orders, and similar can create a short-term labor shortage, force overtime and its increased cost, or cause delivery delays. Watch out when large opportunities appear in your sales pipeline.
  3. A question I’ve asked numerous audiences is, “What’s worse, having the capacity to make one million widgets and only selling 250,000 (other than having the capacity for two million)?” The answer is, having the capacity to make 250,000 and selling one million. Your processes and systems will get strained. This assumes the business even has processes and systems, which most small business have in only a rudimentary form. What is really common is when the process is mostly in the owner’s head and there’s a bottleneck because there’s only so much one person can do.

The solutions aren’t easy but are doable. From lining up credit before it’s needed to instilling a culture that attracts good people to working on process improvement all will help if done in advance.

“There is never enough time to do all the nothing you want.” (Cartoonist) Bill Waterson