Overleverage is Why Banks Shouldn’t Think Like Investors

Last year it was Deutche Bank and Trump. Now it’s Credit Suisse with Archegos and Greensill. These large banks seem to have forgotten the Five C’s of banking (capacity, character, capital, collateral, and conditions). And corporate execs take a lot more risk than if they had to stand behind the loans. A sixth C could be added, check (and double-check) as Credit Suisse “admitted” they didn’t know Archegos was also borrowing (to the hilt) with other banks.

On April 5 the Wall Street Journal had a frontpage article titled, “Small-Business Owners Feel Weight of Personal Debt Guarantees.” While it wasn’t all about bank loans, a large portion of the article was about lease guarantees, as I’ve previously written personal guarantees are common with small-business bank loans. 

The article made it appear banks are more willing to work out things than landlords and others. Here’s a quote from the article, “Banks don’t want to pursue guarantees,” said Alan Thomes, a managing director in charge of SBA lending at Cadence Bank N.A., noting that the process can be costly and messy. “It’s our desire to work it out,” he added.

Makes sense given another recent headline I saw, “Office-Space Subleases Flood Market.” I get what landlords are going through. When mega-companies are subleasing space it decreases the landlords leasing abilities, and they have mortgages to pay.

What this all means I really don’t know. But I do know that business buyers and business owners who are borrowing money can’t overleverage themselves. Some banks will allow borrowers to have a very low (1.1:1 or 1.2:1) debt coverage ratio (the first number is free cash flow and the second number is debt service payments). Good bankers will want their clients to have at least a 1.5:1 ratio and if it’s a small buy-sell deal a 2:1 ratio.

Prudence is a wise course of action when borrowing, and personally guaranteeing. Don’t emulate corporate types playing with other people’s money.

“Throughout the world the more wrong a man does, the more indignant is he at wrong done to him.” Anthony Trollope

“What sane person could live in this world and not be crazy.” Ursula K. LeGuin

Bad News Sells

As was predicted, news outlet ratings have fallen, especially those that are anti-Trump. People want to see, hear, and read negative news. In the first month since the Inauguration:

  • CNN was off 45% (down 16% in prime time in Q1 2021)
  • MSNBC down 26% (down 8% in prime time in Q1 2021)
  • The Washington Post 26% fewer unique visitors
  • The NY Times was down 17%
  • Fox News was down 6% (down 32% in prime time in Q1 2021)

Say good or bad things about Trump, he was a boon to all media (and I’m guessing Fox News went down when Trump replaced Obama, for the same reasons).

Bad news sells. Look at the headlines. Recently it was headlines about how the ship stuck in the Suez Canal would take a month to be dislodged and by then the world economy would collapse. It was freed in six days. When it comes to news and day-to-day business here are some thoughts in three areas: 

  • When a business is for sale, there is no bad news. Everything is rosy, no warts, no issues, and a very bright future. Two percent growth the last five years, no matter, it will be 10-15% the next five years. Look, the previous is a bit of hyperbole but you get my point.
  • On the flip side, all businesses have something wrong with them and some buyers think it’s their job to ignore the profits and pick apart every little thing. These buyers rarely get a deal done because nothing is good enough.

And did you ever hear outsiders talk about what a company can do in three easy steps to be more productive and profitable? My favorite was hearing two government employees discuss what the $100 million dollar firm where one of their wives worked should be doing to be better. Really?

I tell my clients there are no perfect businesses and no perfect deals. But their business, or the one a buyer is acquiring, have figured out how to be successful and profitable. Perfection is for brain surgery. 

“All things are so very uncertain, and that’s exactly what makes me fell reassured. “ (Author) Tove Jansson

Business Drivers that Decrease Value

The other day Jessica was saying how she’s come to realize we and others say about the same things when it comes to what makes a business more salable and a buyer more attractive to a business seller or intermediary. She’s right and here’s an example of a trifecta of issues one owner had.

Regular readers of this Weekly Memo know I stress the following.

  • Buy-sell is a relationship game.
  • There are four main things every owner should do in order to exit with style, grace, and more money.
  • I have three questions I ask owners when they’re thinking of selling.

Don’t think the above is just theory, it’s not as the following illustrates.

  • I asked the potential seller if he’d worked with a financial advisor to see what he needed for his next great adventure in life. His answer was no and “just about all my wealth is in the company.” This is not uncommon and he’s looking to diversify his assets by selling all or part of the business.
  • My four areas of action for sellers are to have good financial systems, show you can grow (don’t just say if a buyer hired a salesperson the business would take off), attract and retain great people, and reduce dependencies, especially any owner dependency. This owner had been approached by a large firm and, “they beat me up on price because the business was too dependent on me.” To his credit, he’s been working on not being involved in the day-to-day.
  • Then a couple years ago a buyer made an acceptable offer that he turned down. He told me, “I didn’t want my employees working for him.” He went on to say the buyer was a young guy from a rich family, had a degree, but no good experience. The buyer flunked a big test when the seller asked him some questions about possible problems (which all businesses face) and there were no good answers.

This stuff is not from a textbook. These issues are prevalent in too many small businesses when the owner is too tied to the day-to-day operations plus thinks their business is so special buyers will line up with huge checks when it’s time to sell. They only will if the owner pays attention to those things buyers want in a business.

“I don’t need time. I need a deadline.” Duke Ellington

Don’t be Greedy – Be the Best

The New York Times reported on a “little-noticed court ruling in December (2020).” The ruling was against the former board members of the Jones Group, an ownership group of apparel brands including Gloria Vanderbilt, Anne Klein and Nine West. In 2014 the Jones Group sold to Sycamore Partners in a highly (one might say overly) leveraged deal. 

The court ruled the “officers and directors had better think twice before agreeing” to deals with this type of structure. Duh! If it sounds too good to be true it probably is. It’s why good bankers (for our clients’ size of deals) won’t let a buyer have the bare-minimum debt coverage ratio. There needs to be a cushion because “things happen” and one of the best and worst things is fast growth. Growth sucks cash and that’s where the cushion comes into play.

Here are some related situations where the best:

  • Business buyer has the whole package including price, abilities, relationship building, and more. As many in the buy-sell world know, the best buyer is not always the one offering the highest price.
  • Business to acquire is not always the one that’s the best deal. It’s the company the buyer can grow, add value, and see themselves going into every day with a smile on their face.
  • Customer doesn’t always pay the most. But they’re loyal, work out issues, and refer others to you.
  • Job isn’t necessarily the highest paying job; it has the whole package including culture and career advancement opportunities. 
  • Employee to hire isn’t the one who will work for less. It’s probably the one who expects, and is warranted, a higher salary because they’ll have higher productivity.

It comes down to looking at the whole package, not just the shiny stuff (like the money).

“If I had to live my life again, I’d make the same mistakes, only sooner.” Tallulah Bankhead

“It’s funny. All you have to do is say something nobody understands and they’ll do practically anything you want them to.” J.D. Salinger 

The Challenges of Buying (and Selling) a Business

A month or so after a business buy-sell transaction the buyer said he had found some challenges but was making his way through them. Finding a business to buy is much different than finding a house to buy. There’s no MLS, the seller doesn’t want anybody to know the business is for sale, there’s a lot more information to verify, and comparable sales information is limited.

Similarly, moving into a house is easy, especially compared to taking over a business. The house is clean, it’s been inspected so you know what to fix or upgrade, and it’s really about unpacking and getting settled. 

When taking over a business you have to deal with customers, employees, operations, culture, cashflow, and more. Here are three things owners should do to make it smoother for buyers (and increase the ease of selling and the price).

Run it as a business, not a lifestyle. Run it as if you’re not selling but are in it maximize growth and profit. Realize the little things you know how to do in your sleep from 37 years as an owner (as an unconscious competent) aren’t second nature to the buyer. There not second nature to your staff, which is why a business plan, job descriptions, and delegation are so important.

As I’ve written many times before, the buyer is buying your people as much, or more, than they are buying your “company.” Employees are the lifeblood of any business so treat them well, pay them well, let them grow, and trust them.

Financial people will tell you to measure everything. Those numbers are the buyer’s (and the bank’s) insight into your business. The abovementioned buyer bought a good business that didn’t follow normal accounting practices (not even GAAP, just normal). This is a project-based business and work in process was not being recorded on the balance sheet. How do you know how profitable a project was if you don’t track things correctly? This means have a good accounting system and pay attention to it.

I could go on but you get the point. Take the little extra time it takes to do things right, not just run from project to project.

“If the highest aim of a captain were to preserve his ship, he would keep it in port forever.” Thomas Aquinas

Hobbies of any kind are boring, except to people who have the same hobby.” Dave Barry

Why Buy and Own a Business?

The March 1, 2021 comic Non Sequitur by Wiley gives us a great answer (to the headline). You can see the comic here* and in the second panel one of the characters answers the question, “If you could go back knowing what you know now, what would you do differently?” with:

“I wouldn’t be so self-conscious in high school and I’d work toward the career I really wanted instead of settling for a job I can’t wait to retire from…”

Something you want to do as a career verus “just a job” is what it should be about, right? This is why people leave their corporate jobs to own a business, whether by starting one, buying one, or getting a franchise. But this is not a rah-rah for ownership, because that’s not needed for those serious about it. Rather, here are a few things out of the news that all business buyers should watch out for and sellers should correct, if it’s an issue with their company.

  • Greensill Depended On a Few For Much Revenue,” Wall Street Journal, March 8, 2021. Customer concentration can be a killer. Greensill had 90% of its revenue from five clients in 2019. There’s a reason buyers and banks get nervous about concentration. Often the seller (and sometimes the broker) will dismiss this by saying things like, “They’ve been a customer for years.” Yes, a customer of the seller and what happens when there’s a new owner? Or a change in the customer’s management, or how a problem is handled?
  • UPS’s new CEO is focusing on the bottom line by weeding out less-profitable customers (Wall Street Journal, March 6, 2021). This is where good job-cost accounting comes into play, so you know your customers profitability. An owner I know was approached by his top (30%) customer about buying his business. For a variety of reasons, he turned down the offer, said he realizes he will lose the customer at some point, and pointed out the 30% of revenue was only 10% of gross profit so it won’t be that big a hit (and he works daily to diversify the customer base). If you’d like a slide deck on customer loyalty and due diligence from a ACG webinar send us an email.
  • Boeing has been in the news again as a couple Pratt & Whitney engines lost parts while flying. Note to buyers, inspect the equipment, the inventory, and the technology. Owners thinking of selling in the near future are notorious for not investing in assets as they did in prior years. Owners should invest in the business as if there’s no plan to sell. The price can only go down if anticipated capital expenditures are higher than normal.
  • Microsoft Exchange customers, at least 60,000, were hit by an aggressive hacking operation that saw stolen emails and malware installation. A client of ours was recently hit by ransomware. Owners need to keep the technology up to date, have protections, and really pay attention to all aspects of cybersecurity. Our podcast series features (separate) discussions with Jennifer Hill and David Henderson on cybersecurity and Dan Weedin on crisis management. Spoiler alert, cybercrime is one of the top two risks businesses face.
  • Trust is the currency that is most valuable in this uncertain moment” is on the front page of the March 5, 2021 Puget Sound Business Journal and it’s a quote from KD Hall. I disagree. Trust is most valuable at all times, especially in a buy-sell situation. No trust, no deal. What seller or buyer would sell to or buy from someone they don’t like or trust? Who would make or accept a job offer to or from someone they don’t like? Not a sane person, that’s for sure.

Business ownership, especially via buying a mature, profitable, and fairly priced business, is the best thing for a lot of people. Just make sure you buy the right business the right way and you pay attention to the above (and all other details of the business).

* Due to copyright laws, I can’t publish the comic’s panel.

Business – It’s Not Rocket Science

I have never worked with a business buyer who didn’t want to grow (aka scale) the business they buy. I don’t know if I’ve ever met a buyer who only wanted to keep it where it is. So I found a Bloomberg article in the February 14, 2021 Seattle Times interesting when they quoted Pierre Poignant who is running Branded, a VC back firm that has acquired 20 houseware and leisure brands. He said:

“We want to be a multi-billion-dollar company” and acknowledged, “buying businesses is one thing. Scaling them is another.”

My initial takeaways from this are:

  • It takes more than energy to grow a business. It takes a plan, the skills, and the resources. When buying one, a little luck is often involved. Luck often being defined as finding a company whose owner is “coasting” while making a great living. Some may say the seller is “leaving money on the table” by not fully exploiting their competitive advantage.
  • Sellers really need to up their game to show how the business can grow. This means grow the darn thing instead of keeping it stable and saying something like, “You can easily grow it, I just don’t want more employees.”
  • It takes a team. That’s why owners/sellers need to show they can attract and retain great people and let those people flourish. This is really what any buyer is buying.

Some may say about growing a business, “It’s not rocket science” and maybe they’re right. Given how many business failures and struggling businesses there are it might be tougher.

“The greatest and most important problems of life cannot be solved. They can only be outgrown.” (Novelist) Frank Herbert

“You want me to do something – tell me I can’t do it.” Maya Angelou

When the Corporate World Attacks You

By Jessica Martinka

Horror stories abound! Both parents working from home, kids taking virtual classes, and bandwidths stretched thin, both internet and personal.

The virtual work world makes it much more difficult to know what’s going on. Unlike the schmoozing, collaboration, and gossip we used to do in person. 

Not knowing what changes and/or decisions are being made that could affect your employment and life can bring the fear of the unknown, and I can surely relate to that.

I was working at Online Trading Academy when corporate bought out the local owner and started “taking over.” The next day corporate employees swarmed the place and we were left in the dark wondering if we would still have our jobs.

Every night I went home worried sick. Soon after the takeover, everyone was gone except for me. They had brought in a new GM and my job was to get her up to speed. Once I did, they let me go. I had convinced myself they were going to keep me, not realizing I was training my replacement. Pretty naïve.

We see this corporate maneuvering all the time and it’s why executives choose to escape the corporate world and buy a business. They are fed up and want to be more in control of their future.

So, what makes a qualified buyer?

  • Experience – To buy a mature profitable business, a buyer must have the appropriate experience and skills in managing people, processes, money, and enthusiasm.
  • A good personality – A person will never buy from or sell a business from someone they don’t like. The buyer and seller must trust and feel comfortable with each other. Business buying and selling is a life-changing decision for both parties. Relationships rule.
  • Capital – the cash needed is tied to the size of the business and the fair market salary for the job of running the business. For an individual buyer, figure at least two times that fair market salary from the buyer.

A smart buyer will hire a great team of advisors and make sure they have experience in buy-sell transactions of the size and type he or she seeks. This will give you a better chance of getting the deal done, which happens to be the title of our new book.

Owning your own business puts your future in your own hands.

Your chances of success are clearly best when you buy an existing, profitable business for many reasons.” Richard Parker

“Owning a business is risky but if you buy a mature, profitable, and fairly priced business your leap of faith is off a chair not the roof.” John Martinka

Getting Your Deal Done

Originally published on ibainc.com blog in February 202!

I was honored to have IBA team members Gregory Kovsky and Curt Maier contribute a chapter to my latest book, Getting the Deal Done. The book is 61 short chapters, 50 of them written by me and 11 by other deal pros like Gregory and Curt. The title is the theme of the book with each chapter being a deal tip or strategy (and it’s available on Amazon).

This post is an abbreviated overview of the book, broken into three sections:

  1. Preparation 
  2. Deal making
  3. Due diligence

Preparation starts with thinking through what you want to do, when you want to do it, and why. Business buyers need to do the following (among other things):

  1. Get our spouse on board if you’re married. This is so important. In 2020 I was introduced to a very qualified guy who said he wanted to buy a business. On our first call I asked what his wife thought about it and was told they hadn’t discussed it. On our second call I asked again and got the same answer. I told him we would not meet in person until he talked to his wife about it. Guess what? We never met.
  2. Know how much money you can put into a deal and how much you’re comfortable putting in, as your share of the down payment. These are often different numbers. How much of your investments will you use? Will you use qualified plan funds (you can use them without tax or penalty and your new 401k plan will own shares of your company)?
  3. Determine your criteria. Know what you don’t want and be open. It’s important you know what you want to do on a daily, weekly, monthly basis. I’ll know it when I see it doesn’t work. You may think it sexy to make something but if you’re a sales type with no manufacturing experience it’s probably a road to disaster.
  4. Have a search plan and implement the darn thing. This is a contact sport; the more contacts you make the greater your chance of success and in a shorter period of time.

Business sellers please make it easy on your buyer, the bank, and your intermediary. Concentrate on the following (and there’s a lot more but I have space limitations):

  1. Clean up the books. Show profit, no matter what your CPA says. Have a strong balance sheet. Have accurate and consistent financial statements (this often means don’t blend your business and personal checkbooks). For example, a client of mine had, over three years, four expense items I determined were owner compensation (officer salary, owner salary, management wage, and shareholder wages). 
  2. Don’t just say the business can grow, grow it.
  3. Reduce dependencies like customer concentration, supplier concentration, a uber-key employee, and especially any dependency on you, the owner. I recently saw a business for sale and on the surface it looked great, with $1 million of earnings. However, they designed and installed very complicated systems and guess who was the only person on staff who could do the bids? Yep, the seller.
  4. Show you can attract and retain good people. Pay them a fair wage, have a good culture, and keep productivity high.

Getting to a deal is similar for both buyer and seller.

  1. Both have to be active searchers. Buyers want to see as many opportunities as possible and sellers need to find the right buyer to preserve their legacy (and pay any seller note). A couple years ago I asked a buyer if he was calling the brokers every month. He said, “No, they know I’m out here.” No, if they hear from you once they figure you’re one of 70% of (supposed) buyers kicking tires.
  2. Make a great first impression. 
  3. Do a thorough analysis without getting analysis paralysis.
  4. Use deal pros to determine a fair price, buyers, make an offer, and sellers, if it’s the right buyer, get it done.

Due diligence is a time for confirmation not surprises. Sellers, do some background checking on your buyer, get a financial statement, don’t be afraid to ask for references, and realize your gut feel is very important (as it is for buyers).

  1. For buyers, the financial statements are the starting point but they’re a long way from the end. Look for abnormalities year-to-year. Your accountant or CFO can help and depending on the size of the deal you may want a quality of earnings report, which is a fancy name for a mini-audit and proof of cash (flow).
  2. Put a lot of time in on the non-financial factors. The customers, suppliers, employees, market conditions, competition, the lease, and anything else that influences the numbers. 
  3. As I write this it’s early 2021 so don’t forget the Covid non-financial factors. Can the business be shut down (it wasn’t just restaurants it was wide reaching, so were many factories, which is why if you order a hot tub now, you’ll probably get it in 2022), can your customers be shut down, do your employees feel safe, what precautions does the business have to take, and what’s the liability.
  4. Realize there are no perfect businesses and no perfect deals.
  5. Don’t forget the transition plan. You don’t want to be like one buyer and seller who, because they ignored this, went back and forth the day after closing with, “Tell me what I need to know” followed by, “Tell me what you want to know.” It took a phone call and a lecture to get them on the same page.

There’s, obviously, a lot more to it than what’s in these 1000 or so words. Let me finish with the three key factors to getting a deal done and they’re not price, terms, and conditions. They are motivation, relationship, and education. Both buyer and seller must be motivated. It can’t be, “I’ll sell if you grossly overpay me and it’s all cash at closing” and it can’t be, “I’ll give you a little cash, a note, and an earnout so if I’m as good as I say I am you get full price.”

Relationship is the key though. Buyer and seller must get along, must trust each other, and must have confidence in each other. As one client, who had started, sold, and then bought two businesses, said, “I would never buy from or sell to someone I don’t like.” Finally, you must educate yourself (your advisors will help) on what businesses of your type and size sell for, that it is a process, you will get frustrated, and it’s tough to find a match so when you do, make it happen. Have an experienced guide, pay attention to the details, and stay on track. 

When the Union Wins

The teacher’s unions won, at least in the Puget Sound area; most districts are not returning to the classroom in any material way. Based on the teachers I know, I’d say the union protected the 20% (it’s always the 80-20 rule, isn’t it) of teachers who took advantage of the situation. All the teachers I know are working harder than ever teaching remotely.

I am not anti-union. My wife was in a union for 10 years. My son is a project manager with a union construction company. But there’s a reason almost every business buyer I’ve ever met tells me they want a non-union business. They want to be in control. In most cases, they want the flexibility to treat their people better than what the union would. And to reward those who excel. The teachers I know the best would make a lot more money if there was merit pay. Just like in business, do well and you’re rewarded.