Time for Thinking

Recent weeks and months have been traumatic. In business June was the quietest for us in three months. As quiet to the first couple weeks of the virus shutdown. The disgusting murder of George Floyd on top of the virus sure has changed our lives. I’ve put a lot of thought in all that’s going on, done a lot of reading, and listening. About those disenfranchised by society and those whose businesses and lives have been ravaged by a virus and then by looting.

Bottom line: I can put up with our business being slow for a while (repeat, for a while) if it leads to the societal change we need. Because if change truly occurs it will benefit all of us in many different ways (not just economically).

For perspective, we have a son-in-law who’s a police officer. I had three or four high school friends become police officers, two very good friends; guys with whom I played rec softball and touch football. One of those friends was murdered at age 29 when he served a (rather insignificant) warrant, the recipient pulled out a gun, and put a bullet in his head. His partner would have also been murdered but the killer’s gun jammed.

At the same time, some of my best friends are Black. I’ve known people who have been “targeted” based on their race. It happens and I know because I’ve been on the periphery of it. While not nearly the same, a number of years ago we were in Scottsdale over New Year’s, I went out for an early morning walk around the resort grounds, and because it was about 40o I had on a sweatshirt with the hood up. Out of the corner of my eye I saw a security guard on a Segway, and he was following me. Once he saw I was a white, middle-aged guy he left me alone. Hmmm, if I wasn’t would he have acted different?

I’m a believer in the 80-20 rule (sometimes more, sometimes less). In my opinion:

  • 80% (or more) of police are good.
  • 80% (or more) of protesters are well meaning.
  • 80% (maybe 98%) of politicians are in it for themselves not you or me.

So we know this stuff happens and it’s not from the good 80%. When I hear the president make comments encouraging violence against peaceful protestors it nauseates me. Just as it does when criminals hijack peaceful protests in order to steal and destroy. A destroyed small business will devastate the owner (see the front page of the June 4 Wall Street Journal about looting in small, minority owned businesses), his or her family, and the employees, who may have a hard time getting another job or getting unemployment given the ineptitude of the Unemployment Department, at least in Washington. 

Unfortunately, there’s no easy solution to all of this other than to do our part and have more acceptance. On one of our Rotary projects in Antigua we were having a discussion and one of my (Seattle) friends said, “People are people. Some are fat, some skinny; some tall, some short; some smart, some not so smart, some black, some white, but people are people.” And that really sums it up.

Education is one of the foundational pieces and we can’t keep having such educational disparity. More education, less dependency on government assistance, and a better life for all as life in general and the economy are not zero-sum games. It takes all of us doing a little bit. Business is business and there are more important things in life.

“Hell is boiling over/And heaving is full/We’re chained to the world/And we all gotta pull.” Tom Waits

The gang that couldn’t fly straight

A few months ago, the Wall Street Journal had an article on Boeing’s recent problems titled, “The Gang That Couldn’t Fly Straight. It covered how Boeing got so off track. I’m not qualified to analyze Boeing’s issues and the article made it seem they made some decisions based on numbers versus the planes or the people. It reminded me of when in “The Reckoning,” David Halberstam wrote about Lee Iacocca’s outrage because the financial people, who had such power at Ford, had “so little feel for cars.”

For many years there was an incredible demand of planes. Did Boeing lose their “feel for planes?” (and for people?). It was boom times for sure as it was for many other businesses. It caught up with Boeing and it’s catching up with other businesses. As I heard on a recent webinar, “Any company can do well in a boom.”

When things are easy there’s less attention paid to the details, especially the details about what a business buyer will want. Here are some examples of businesses I’ve seen in the last month or so.

  • A proprietary product manufacturing company with an 82-year-old owner who is (still) the product designer, especially for the little tweaks each customer wants. 
  • A booming manufacturer with 90% of sales to one customer. The customer is no longer local and supposedly uses this firm because they can’t find a supplier near their current location. What happens when they do find a nearby supplier?
  • A firm reduced to a skeleton staff due to COVID, their best month over the last three showed sales at about 30% of last year, and they want to sell for a large, guaranteed price.
  • A very solid consumer business wanting to capitalize on a COVID spike in business, assuming (hoping) it’s a trend. Deeper analysis of sales shows it most likely is a spike.

Once again, it’s easy when things are booming. But business buyers want to know what happens when it’s not booming, when dependencies like the above owner and dominant customer manifest themselves, or what COVID and other risk factors do to the business. 

And speaking of COVID and how it’s affecting buy-sell deals, here’s what my friend Gregory Kovsky with IBA wrote me, “…until a business shows three months in a row substantially similar to 2019 prior to believing it has returned to its prior strength and where historical valuation models are appropriate.  Until that occurs, I believe some adjustment mechanism is warranted related to the ultimate value of a business in a transaction paid by the buyer to a seller.” For those of you not in the buy-sell industry, it means the buyer probably won’t guarantee the full price upfront, will pay a lower price, or a combination (or some other adjustment technique).

The value of a business is really what a buyer will pay for it. Too many risk factors and the price goes down. And the bottom line is, many of the risk factors present in small and mid-sized businesses can be mitigated over time. It takes awareness and effort. With COVID, we just don’t know.

“There seems to be some perverse human characteristic that likes to make easy things difficult.” Warren Buffett

Buy-sell Earnouts, Litigation, and the Changing Landscape

On May 12, 2020 GeekWire reported Seattle company Porch is being sued by Kandela, a company Porch acquired in April 2019. The basis of the lawsuit is Porch did all they could to stunt Kandela’s growth and profitability in order to avoid paying an earnout. If you’re not familiar with an earnout, it’s similar to a salesperson’s commission in that payment is based on performance.  

The Porch lawsuit alleges they (and this is from GeekWire), “have engaged in a stunning and systematic pattern of fraud designed to prevent Kandela from achieving any earnout” for hitting certain milestones, according to the complaint. They went on to say Porch withheld resources, refused to sell Kandela products (to Porch’s customers), and more. 

It’s why lawyers will joke and say the only winners with an earnout are the litigators. That said, in our pandemic world, everybody I’ve heard from believes earnouts will be more prevalent. And as much as I don’t like them, other than for special circumstances, I agree with this and have a business buyer client making an offer with a significant earnout component as the business has been hurt by the pandemic, and nobody knows how fast it will come back or at what level.

My advice to my client was: 

  • Keep it simple.
  • Make sure the seller can easily get to and see how he can get his full price.
  • Emphasize your goal to make the recovery as fast as possible (it’s in the buyer’s best interest anyway).

There are a lot of people out there who think there will be “deals” on business acquisitions. There will be on damaged companies (a deal meaning a lower price albeit for a company with less profit), there won’t be on solid companies, and earnouts will play a part in more deals than before (as will more seller financing). The objective is to have it be fair to both sides and be easy to figure out.

“Don’t gamble; take all your savings and buy some good stock and hold it till it goes up, then sell it. If it don’t go up, don’t buy it.” Will Rogers

Not Rehiring? More Business Ownership?

Over the last four years we’ve tracked every incoming referral. We note the date, source, and type (business buyer, seller, exit planning, etc.). There’s no pattern, that’s for sure. But there’s been growth and consistency within a tight range. 

That is until mid-February of this year when, guess what, a certain virus started making headlines. Over the next 10 weeks we got a total of two referrals. Then, six in 10 days. 

My thoughts:

  • There’s pent-up demand to get going again. 
  • Maybe (former Presidential candidate) Andrew Yang is right when he says companies have been looking to shed workers (before the pandemic) and won’t be rehiring them. They’ll run leaner.
  • I wonder if managers and executives are sensing this and starting to think about controlling their career destiny via business ownership.

Speaking of business ownership, there are only three ways to get into business. You can start one, invest in a franchise, or buy an existing company. Preferably a mature, profitable, and fairly priced company (disclaimer: this is where I come in, helping people buy the right business the right way).

Buying the right business the right way means separating yourself from the bottom-feeders that have come out. I’ve talked to numerous owners in pandemic-distressed industries (and to other advisors). They tell me the bottom feeders will say things like, “We’ll get you out of your business by purchasing your customer list,” or, “We’ll buy your (tangible) assets.” No mention of what happens to the seller’s lease, equipment payments, etc. 

“There’s gold in them thar hills” (Mark Twain, The American Claimant, 1892). Unfortunately, some businesses won’t make it and this means opportunity for others. There will be openings for acquisitions (second disclaimer: I wrote a book titled, Company Growth By Acquisition Makes Dollars & Sense). And I mean fair acquisitions to bail out a bad situation, and maybe even a job for the seller. 

A crisis like we’re going through brings out the best and the worst in people. Be part of the best, not like the bottom feeders. 

“A ship in a harbor is safe, but that’s not what ships are for.” (Author) John A. Shedd

Deficits and Protection

The May 5, 2020 of the Wall Street Journal was, not unexpectedly, filled with articles on the virus. The ones standing out were the headlines on the front page discussing the massive amount of new debt and the risk workers and companies face as businesses reopen. 

I wrote a few months ago about how we’ve been running huge deficits in a booming economy instead of reducing the deficits. Now we’re looking at borrowing $4.5 trillion this fiscal year so the economy had better get super-healthy pretty darn quick.

But the above falls into the, “That was then, this is now” category. One of the best lines was from a director at the Committee for a Responsible Federal Budget (which seems to be a bi-partisan organization) who said, “When your farm is burning you don’t worry if you have enough water to make through the next three crop seasons. You put out the fire and then you worry about it later.”

So it’s all-aboard to pump up the economy. But, as I wrote in a recent Random Thoughts memo, what if the customers are too scared to come back? We’re already getting reports of customers and employees being scared to return to work in states that started opening up two weeks ago.

Which brings us to the second subject, the dispute about the government giving businesses liability protection against worker lawsuits in regard to getting COVID on-the-job. The meat packing industry (vegetarians can laugh here) is at the forefront of this. The President has ordered them to stay open, workers are scared, many can’t work as they have the virus, so it’s the proverbial “can of worms.”

The Republicans want full protection for businesses, the Democrats don’t, fearing companies will take advantage of workers, and the U.S. Chamber of Commerce is in the middle, wanting protection for firms that follow federal and state guidelines. I can see both sides. A business, especially when ordered to be open or considered essential, won’t want the risk of lawsuits. Employees have good reason to fear bosses will not prioritize their safety to meet production numbers. The Chamber’s position seems to be a good compromise.

Again, a couple interesting situations with no easily agreed to solutions.

“You may glory in a team triumphant, but you fall in love with a team in defeat.” (Sportswriter) Roger Kahn

What Will People Hoard Next?

We must be in the minority because we eat a lot of fresh fruit and vegetables. Now we’re eating more than before the virus crisis and I’m reading that farmers are not able to sell their crops because so many people are buying primarily meat and shelf stable food (cans, dried, frozen). Just look at the (low) price of strawberries over the last couple of weeks.

More proof, Costco posts a list of items they are out of and last week it included milk and eggs (they had some but what they had would be gone by early afternoon the day we were there), and fresh chicken. The produce section was overflowing. 

On April 27 the Wall Street Journal had an article titled, “Farmers Forced to Destroy Their Crops.” This after an article the week before about farmers dumping milk and eggs. It’s not that there’s not enough food, it’s what people are buying and how it’s packaged. If it’s packaged for food service distributors the packaging won’t work in the grocery stores.

On April 28 the WSJ had a headline, “Overcrowded Barns Hamper Pork Industry.” There’s a surplus of hogs as well as cows and chickens given the virus outbreak in meat packing plants. Tyson releases a notice about upcoming poultry shortages, stores can’t get their usual supply, and people hoard what is in the store.

I’m guessing they don’t teach about this in supply chain classes. Of course, they don’t teach about common sense and the lack of it is what’s fueling the fire (hoarding). So, will the produce aisles be hit hard next when there’s limited meat? We’ll have to wait and see.

“The secret to be successful with a child is to not be its parent.” Mell Lazarus

Random Thoughts Part 3 on the Virus Crisis

I get more feedback on my random thoughts memos than any four to six weeks combined, so here are some more.

Politicians look very well groomed, hair salons and barber shops are closed, I really need a haircut, so does anybody know where the governor is getting his hair cut?

“Non-essential” businesses are essential to the business owner and employees, aren’t they?

Did Joe Biden paint himself into a corner by saying he would pick a female running mate just before Andrew Cuomo became a star? 

What happens if government opens up the economy and workers are too scared to go back to their jobs? And/or the customers are too scared to go and buy?

We need a middle ground between Trump not caring if people get sick and (WA) Governor Inslee not caring about business owners and their employees.

And speaking of politicians, one of the best lines I’ve seen or heard came from a State rep in Wisconsin who said, why can we go to Walmart and buy flowers, but we can’t get flowers at the local florist?

There are almost no autoresponder replies to emails these days, other than from bankers telling us how busy they are with the paycheck protection program (and it’s true).

It’s easier to stay at home, especially on sunny days, if you’re an allergy sufferer and the pollen counts are at the top of the charts.

And speaking of allergies, what is the point of an allergy eyedrop coming in a .085 fluid ounce bottle (that’s about 1/7 of a teaspoon). The plastic must cost more than the solution.

I get a kick out of people who cross the street when they see you walking towards them. The mist we create when breathing doesn’t carry nearly that far (I’m guessing less than the six feet we’re told to be separated).

There’s a lot of well-deserved praise for health care workers, grocery store employees, and the same praise should be given to those in the supply chains that provide the products to the stores and medical facilities.

There’s a lot of creative comedy out there. A friend sent me a picture of an enraged Al Bundy with the caption, “Just to be clear, we’ve all agreed that liquor stores are “essential” and schools are not!”

There’s a huge and growing need for social/people interaction and Zoom Happy Hours are here to save the day. I think they’ll continue although not as frequently. 

Realize the officials in charge of the virus and economy in Washington State are the same genre of people who built the West Seattle bridge that is in danger of collapsing (on its own) about halfway through its expected life.

“If you make up your mind not to be happy, there’s no reason why you shouldn’t have a fairly good time.” Edith Wharton

One Bad Apple

In college basketball there are players known as being, “one-and-done,” as in playing one year for the college team and then going off to the NBA (because of rules preventing them from going to the NBA straight out of high school).

As a casual fan, I’ve come to appreciate the job certain coaches do with these players (aka prima donnas), not to mention their parents. Most of these players don’t want to be in college, it’s only a steppingstone, and often they tend to be culture disrupters. This appreciation comes from seeing all the other teams where these one-and-done players cause the team to underperform.

It’s just like in business, isn’t it? You strive to build a culture for growth, profits, advancement, and an enjoyable workplace and yet one person can damage, if not destroy, this. In an owner group I’m in I’ve heard about employees who:

  • Refuse to cooperate with others, it’s their way or no way.
  • Exhibit inappropriate behavior, sexist (sexual) in nature.
  • Bully co-workers.
  • Leverage special-class status (threatening that any action towards the employee would result in a legal action based on said status).

The above and other situations are why there’s constant interest from owners and managers on culture, employee relationships, managing all the HR regulations, etc. It’s a balancing act whether you manage single digits of people or hundreds. Unfortunately, there’s no easy, quick-fix solution; it takes patience and skill.

“Anything can happen, but it usually doesn’t.” (Humorist) Robert Benchley 

Your Business is Really a Community

I wrote this in Antigua, West Indies on another Rotary service project installing computers and Wi-Fi networks in schools, training teachers how to teach more effectively, with and without technology, and setting up our eighth sewing center.

As we were organizing the latest sewing center it really hit me how big community is on the island. While US cities from New York, to Seattle, to many others have neighborhoods and those neighborhoods have organizations, in Antigua it just seems they are tighter.

Main reasons for this are many people don’t have cars, they often stay in the area they were born, and so very much of their lives center around church (many, many types of churches, most of them small given the lack of mobility). They help each other on a regular basis. Ladies we would not consider to be “well off” sew clothes for those less fortunate because they care.

Think about this in regard to your business (or, for advisors, your client’s businesses). Community is like teams within a business. Most business buyers I meet tell me they are good at team building. Given a business is its people, both employees and customers, being able to bring employees together for a common goal is incredibly important. 

I recently wrote about our most recent Getting the Deal Done Breakfast Conference and guest speaker Bob Donegan, president of Ivar’s. Ivar’s has employee turnover less than 1/3 the industry average. Why? Because they value their people, give them advancement opportunities, and decision-making authority, especially if there’s an unhappy customer (from management down to maintenance people they can offer unhappy customers remediation). 

In a recent meeting with a roomful of business owners the following was asked, by an owner looking to buy another company, “What do I do first after closing?” The common answer was, talk to your people, ask them what they would do to grow the business, and, above all, listen. Good advice whether after an acquisition or any other time.

“Man’s character is his life.” Heraclitus

A Great Team Equals Success

We’re in Antigua, West Indies, on our Rotary project, working in the schools. Over the course of the trip I’ve had 12 meetings (in seven business days). They’ve included:

  • Government – meeting the acting Prime Minister, the Board of Education, and the Director of Education (really the COO of the school system), the Minister of Information and Technology, and the Director of Education.
  • Funding – a (great) meeting with our top non-Rotary funding source.
  • Media – appearing on Good Morning Antigua and a morning radio show.
  • Rotary – attending the Rotary Club of Antigua’s meeting.
  • And a few others.

This project is like business, there are partnerships everywhere. In business you have partnerships with customers, employees, suppliers, advisors, and more. In addition to the above Rotary, funding, and government partnerships my Rotary club also partnered with:

  • The Bellevue School District’s technology department, to provide the people to install computers and Wi-Fi networks.
  • Our trainer, who we hire to instruct the teachers on how to more effectively reach their students using technology (lesson plans, exercises, interactive, etc.).

Just like a business, we couldn’t do it in a vacuum. We need all of the above. And the result has been we’ve had an extremely successful trip, probably our most productive.

“We learn from history that we do not learn from history.” Georg W.F. Hagel