Questions and Confidentiality When Exiting

By Jessica Martinka

There’s an old song that starts out, “Signs, signs, everywhere a sign.” What about, “Questions, questions, everywhere a question,” when it comes to planning to exit a business?

  • Why am I thinking about selling my business and do I really want to sell? 
  • Will it be enough money?
  • What does my spouse think about it?
  • Who do I let know? Is it employees, vendors, customers?

Jim told his two (very) key employees he was planning to sell to a company in the same industry. This was all of a sudden, they panicked, and within days both turned in their two-week notice. Yikes!

Owners are scared because a confidentiality breach will scare employees, vendors, customers, and competitors. And potentially drive down the value of the business.

Last month I wrote about what happened when corporate took over the company I was working for. I didn’t give notice, but should have. I can tell you all the worry affected my productivity, especially once I found out I was training my replacement.

At the management level, consider letting your team know about a potential sale as you’ll need them during the process. Have them sign an NDA and consider giving them a retention bonus, post-close as an incentive to stay. 

Customers finding out can create problems. Competitors finding out can be a disaster. Even suppliers, as they may put you on C.O.D. But it’s mainly about the employees because buyers are buying the people not just the business.

I was naïve when corporate took over. Most people will look for a way out which is the number one reason why owner’s keep the potential sale of their business quiet. And a business buyer doesn’t want to come into a business with no management team or missing employees. Hiring an advisor familiar with buy-sell deals who understands the importance of confidentiality will be beneficial through the process.

A good place to start planning your exit is with our book: If They Can Sell Pet Rocks Why Can’t You Sell Your Business (For What You Want?)

“The size of a planet doesn’t strike you until you start looking for something.” David Sedaris

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

A Job Disguised as a Business

We’re working on a client grow-by-acquisition project and have found the industry is not only very fragmented, with a lot of small companies, but too many of them are “A job disguised as a business.”

These owners are so busy bidding, selling, designing, installing, doing service work, etc. they don’t have time to pay attention to the business itself. They can’t answer basic questions every owner should know, and it overwhelms them to fill out a short questionnaire that should take no longer than 10 minutes (most are check the box type questions).

A big question is, “Is there value and if so, how much?” The only (real) buyers for these businesses are companies in the same industry who can handle all the functions the owner is doing. There’s not nearly the equity there would be if the owner worked on the business versus in the business.

My advisory business doesn’t have much value. A CFO for hire, on his or her own, doesn’t have much value. A firm with multiple advisors (of any kind) has value, either to an outside buyer or via an internal succession like law firms, CPA firms, construction firms, and others. It comes down to an owner doing the basics:

  • Create a capable team.
  • Delegate responsibility not only tasks to them.
  • Realize your employees might not do it as well as you, or as fast, but three people at 80% is better than just you at 100%.
  • Let them grow so the business can grow.
  • Be organized with processes and especially with the financial systems and statements.

In a recent deal the business buyer said while he’s never managed 50 people before he feels comfortable because of the middle-management team. That’s a heck of a lot better than when the owner has their fingers in every aspect of the day-to-day operations.

“If you attack the establishment long enough, they will make you a member of it.” Art Buchwald

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

Tech and Our Lives

At the end of 2020 The Wall Street Journal had a feature article, co-authored by their four technology and related columnists, titled, “The Tech That Will Change Your Life in 2021.” The three topics that caught my eye were:

Death by Subscription: Yeah, pretty obvious. Every consumer company wants to be a SaaS model. Every search fund business buyer has the same criteria, which includes, “Recurring revenue.” Robbie Bach spoke at my Rotary club last fall, asked us to think about all the subscriptions we have, and guessed most of us would be at 20. I can easily get to about 15 in a couple minutes as I consider Office, Internet, Cable TV, Prime, Netflix, our CRM, Constant Contact, Beachbody, etc. Will it end? Will consumers revolt and scale back? We’ll find out, won’t we?

Return of the Trust Fall (as in the team building exercise where people fall backwards depending on their co-workers to catch them): The title is a metaphor for remote workers wanting to get back to the office, collaborate in person, and the offsite retreats, especially for companies with workers around the country or world. I agree. Once the vaccine is out en masse people are going to want to see each other, talk in person, get fodder for gossiping, and head out for coffee or lunch together.

E-commerce ‡ Amazon: Amazon disrupted a lot of industries, especially retail. But what’s next? Walmart, Shopify, Target, and others were slow to catch up and then found the barriers-to-mimicking were low. This is similar to a newsletter I recently read about how companies get complacent when all is going well (and I know Amazon is not complacent). The newsletter gave a few examples of middle market firms that thought they were on top of the world and didn’t see the competition leapfrog them. Always wonder how you can innovate, adapt, and stay fresh.

Even if you’re not a tech company you need to keep up with technology and how it can improve your business. And also realize no matter what the technology is, it still comes down to people. People have to create technology, implement it, learn it, use it, etc. A robo-dialer won’t get you customers. A good salesperson will.

“There are two things that can destroy a family business: the family and the business.” Leonard Lauder (former Estee Lauder CEO)

“A common mistake that people make when trying to design something completely foolproof is to underestimate the ingenuity of complete fools.” Douglas Adams

When Football, Covid, Protocols, and Systems Collide

The NFL is down to the final four teams. On at least one of the games this past weekend the announcers talked about how successful the season has been. They said, and I paraphrase, back in July when training camps started nobody knew if they’d get the season in, but they did, with no cancelled games and only a few rescheduled games. They did much better than college football, which was a mess.

This newsletter is not about Covid, but it’s Covid that sets the tone for the business message below. The NFL did it by implementing some protocols we all can follow. They state high-risk close contact as:

  • Less than six feet of proximity.
  • For five minutes or longer in duration.
  • Indoors.
  • Unmasked.

Things we all can’t do are:

  • Daily testing.
  • Having players wear trackers and then investigating any potential close contacts.
  • Using surveillance video.

What it shows to me is diligence can suppress Covid. And before you think I’m in agreement with the Governor of Washington (New York, California, and others) on all the shutdowns, I’m not. My friend Pete McDowell sent me a University of Oregon study saying people don’t catch Covid in (reduced capacity) gyms (I agree based on my going to the gym last fall). I’ve followed contact tracing results a bit and there’s no way people get the virus in (reduced capacity) restaurants.

It makes me think that following the right protocols and having proper systems works, with Covid and other areas in our lives, including:

  • Business buyers who have a plan, set up systems, and follow their protocols will do better at locating, analyzing, and closing a deal on the right business at the right price.
  • Business sellers who take the time to think about what they’ll do if they sell and also get professional input on if the net price of the business is enough for their next great adventure in life will have less seller remorse.
  • Employees who follow the proven plan will advance quicker and be more productive. And if they show how to add value to the current plan all the better (instead of thinking they know more than anybody else and get disengaged).
  • Owners who are willing to listen, act, and delegate have better businesses with more value. It’s not how important the owner is to the day-to-day, it’s how little are they needed in the day-to-day.

It really is pretty simple. If you have a plan that works, and you follow the plan, you’ll be successful. In business, health, and life.

“We are pathetically eager to believe that, if human affairs are managed right, nothing unpleasant need befall anyone.” (Journalist) Max Hastings

Business Buy-Sell and 2021

It’s 2021 and I sense a lot of optimism, or at least hoped-for optimism. Of course the vaccines are a huge factor in this and there’s good and bad news on this subject.

Good news: Reports are while two doses give 95% protection one dose gives protection in the 80-85% range (and arguing about it among experts takes off), meaning the same amount of vaccine can treat a lot more people. And the hospitalization rate of those vaccinated is near zero and the AstraZeneca product was at zero for the first 30,000 recipients.

Bad news: The government is in charge of the distribution and it’s another case of the left hand not knowing what the right hand is doing. Bottom line, both Democrats and Republicans are really good at self-promotion and really ineffective at getting anything done.

So what do I see in the buy-sell world? Here are three thoughts:

I expect it to be busy at all levels. From micro-businesses like deli’s, dry cleaners, and other small retail to businesses where the owner can actually work “on” the business versus “in” the business to middle market firms.  

Why? It’s still a demographic thing. There’s still a disproportionate share of (non-tech) companies owned by people 55-75 (as regular readers know, I believe most owners still working at 80 or close to it want to die at their desk). Things happen as we get older, health issues, burnout, death, etc.

I’m interested in seeing the deal stats for 2020 from bizbuysell.com, Pitchbook, and others. I don’t know what to expect but guess the numbers will be a bit lower than in 2019. That’s one reason I think 2021 will be busy. And that leads me to two sub-points. 

First, buyers are going to be fussy (fussier than before) and really digging deep (or at least should be). Banks will be more inquisitive than ever, and both should be concerned with the Covid non-financial factors as much as the standard non-financial factors.

To put up with the increased scrutiny sellers really need to be prepared. I wrote recently about one client who said he realized his firm was not ready for the diligence requirements demanded by the buyer. It starts with the financial systems and statements (get an outsourced CFO if you need to up your game in this area) and move on to all aspects of the business, especially the people.

Bottom line, while it will overall be busy it will be busier for those who are pro-active.

“I feel that it is healthier to look out at the world through a window than through a mirror. Otherwise, all you see is yourself and whatever is behind you.” Bill Withers

Happiness, Dogs, and Culture

Let’s start 2021 on a happy note. On January 2 in the Wall Street Journal there was a column by Susan Pinker titled, “Dogs Really Do Make Us Happier.” Ms. Pinker did research to see if she could prove the “rumors” about dogs making people happier, especially during the pandemic. The results: yes, dogs make people happier and she quotes Lauren Powell, a postdoctoral researcher at the University of Pennsylvania, “Basically we found that the loneliness in the group that got a dog decreased by 40% and stayed at that lower level at eight months.”

What does that have to do with business? Well, if you’re happier you’ll be more productive, creative, and enthusiastic (and for business owners’ enthusiasm is one of the four things I believe an owner needs to be good at managing and/or leading, along with people, processes, and money). 

If your employees are happy, they will be better employees. But you can’t get them a dog or mandate they get one. You can create an atmosphere of happiness, which is called culture. I’m not a culture expert, there are plenty of good ones around, but do know if you cover the basics, you’re 80% there. The basics, to me, include:

  • Respect
  • Listening 
  • Delegating (so they can grow professionally)
  • Fair compensation
  • A great environment

Are you and your company 40% happier, as those people who have a dog are?

“Chance favors the prepared mind.” Louis Pasteur

“Another belief of mine: that everyone else my age is an adult, whereas I am merely in disguise.” Margaret Atwood [Ed: and dogs help you maintain your disguise]

Dependents Save on Taxes; Dependencies Reduce Value

Here’s an exchange I recently had with a supposedly seasoned businessperson, growth consultant, and business broker:

Me: “There are a couple issues with this business, one in particular seems serious.”

Him: “Oh, what are they?”

Me: “The main issue is the top two customers are 60% of sales.”

Him: “I don’t see why that’s an issue.”

Really? He doesn’t see it’s an issue? Two customers dominating, the top one at 37%. And this in an industry with larger players, low barriers to entry, and the number two customer moved over from a competitor three years prior (and probably would move again to save a few bucks).

It reminds me of a story in my books about a call from a desperate owner who wanted a buyer for his business. He had helped his 80% (of sales) customer get started (as a contract manufacturer), the customer’s owner brought in a new management team, the new CEO had a friend whose company made the same products, and the rug was pulled out with no notice. Bye-bye big customer, bye-bye business.

Ours advice to one and all (especially owners planning to exit at any time):

Get rid of your dependencies.

  • No dominant customers.
  • No key employees (who would be hard to replace).
  • No major supplier (with limited options other than this supplier).
  • No owner dependency. The less the owner does day-to-day the better. It might be tough on the ego but it sure builds value. Strategy, vision, and growth (including by acquisition) should fill the owner’s calendar.

“I guess a man is the only kind of varmint who sets his own trap, baits it, and then steps in it.” John Steinbeck

Knowing Your Customers

The recent meeting of Seattle U Family Business Exchange (companies with multiple generations in the business) two of the presenters showed there are multiple ways to please your customer base and keep them loyal.

Aakanksha Sinha and her husband are the owners of Spice Waala, a fairly new Indian restaurant in Seattle featuring Indian Street food. They have an everchanging menu, with new items daily. It is their way of showing off the different types of Indian food.

On the flip side, Jasmine Donovan, president of Dick’s Drive-In, has a menu that has barely changed in decades. When she asked us to put our favorite Dick’s menu items in the Zoom chat the overwhelming favorite was the Dick’s Deluxe, which Jasmine said is a relative newcomer to the menu having been introduced in 1974. Dick’s customers love what Dick’s has and love the familiarity.

Being new, refreshing, and innovative is great, and highly popular. But being steady and knowing what your customers want is equally important. It would be business suicide for Spice Waala to keep the same menu for extended time periods as their customers want to try different things. It would be even faster business suicide if Dick’s started introducing new (and short-term) menu items like the fast-food chains do.

It’s knowing what your customers want, and don’t want, that matters. And what your customers, employees, suppliers, and all others want is, among other things an end to Covid (and a Happy Holiday season).

“God bless us, everyone.” Tiny Tim (a great story)

“Santa, I know him.” Buddy the Elf (one of the best and funniest Christmas movies ever)

Check out our new podcast series by clicking here https://www.buzzsprout.com/1546882