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Speaker 1
Robert Kiyosaki is rich dad, poor dad.
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Speaker 1
I hate that book.
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Speaker 1
I hate it, I hate it, I hate it.
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Speaker 1
How much time do I have?
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Speaker 2
great haircut and you like to. So
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Speaker 2
excited to talk to you.
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Speaker 1
SBA loans are great.
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Speaker 1
However, they're not the end all, be all.
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Speaker 1
Because you can't put toothpaste back in the tube, so to speak.
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Speaker 1
there might be ways where you can get to the
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Speaker 1
closing table
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Speaker 1
without
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Speaker 1
really
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Speaker 1
any money.
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Speaker 1
Hey, everybody. Brownlie here from Fray Founders Club. And today we've got a really cool episode. I hang out with Mike Kuzma. He's a partner over the Spencer Fay law
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Speaker 1
He heads up the business transaction group there, and he goes through the pros and cons of whether or not to start your own business from scratch, or just to buy one that's existing and maybe buy some runway, too.
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Speaker 1
So hope you enjoy this episode.
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Speaker 2
Welcome, Mike. How's it going?
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Speaker 1
Good, man. Good. Thanks for having me on, Brian.
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Speaker 2
We're really excited to hear about your background and imagining what it might be like to purchase a business versus creating your own. And, excited to hear your thoughts. So, tell us a little bit about yourself before we get started. Where are you located? And, what do you do?
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Speaker 1
Yeah. So I am a partner at the law firm, Spencer Fey. And I actually just moved over from the Hilgers law firm. And I am a partner in the business transactions group, so I represent buyers and sellers, businesses, commercial real estate. And and entity formation and all aspects thereof, capital raising and the like.
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Speaker 1
So I've been, I've been doing this for 15 years. I've got the great show for it, but, but feel very comfortable in this, in this area and really enjoy, helping both buyers and sellers get to what they want, which is usually sellers want to sell their business and get a good price. Buyers want to buy and make sure they're getting a good asset that they can make money on.
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Speaker 1
And it sounds simple, but just like the game of golf, simple does not mean easy.
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Speaker 2
That's a great analogy. And you have a
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Speaker 2
great haircut and you like to. So excited to talk to you.
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Speaker 1
So Mike, for someone that's thinking about starting a business, what are some reasons they should consider buying an existing business instead?
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Speaker 1
I think the benefits of buying an existing business, especially with the big demographic shifts that we are seeing with the baby boomer generation retiring, there's a lot of opportunity and that, buying a business is something that a lot of people might not have thought of. But today, I want to unpack that and explain why, it can make a lot of financial and financial sense.
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Speaker 2
You know, you mentioned the baby boomers. I mean, I'm of the generation, my parents are the baby boomers, and we are light years ahead of them in technology. So it seems like there might be a lot of opportunity to kind of upgrade the systems with technology, whether that be CRM, whether that be whatever type of software you can have to increase the value of these businesses is that something that people think about?
00:02:58:05 - 00:03:14:11
Speaker 1
I did 100%. I have done several transactions where that is that kind of that goal right there kind of underpins, underpins the theory for why the buyer wanted to buy the business in the first place. You know, have you ever heard the saying,
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Speaker 1
can't teach an old dog new tricks?
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Speaker 1
Will sometimes that, that can provide opportunity, just by bringing an existing business into, you know, the 2020s and, and applying some modern technology.
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Speaker 2
So is is it a myth to think that starting your own business is safer because it costs less? Like, what are some of the downsides of starting your own business?
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Speaker 1
Oh, man.
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Speaker 1
How much time do I have?
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Speaker 1
Well, first off, starting a business is incredibly time intensive. And let's say you are a plumber. Well, your highest and best use is out in the field. Training, you know, journeyman getting jobs, doing bids. You know, that sort of thing. It is not H.R. It is not accounting.
00:04:03:11 - 00:04:42:04
Speaker 1
It is not in IT infrastructure. It is not bookkeeping. And that's okay. And so when you start a business, you wear all the hats. You are the HR department, you are the legal department, you're the finance department. And so you end up. I've seen this many times. I've been, you know, I've been guilty of it myself and a couple of side projects where instead of working on the business, you're working in the business, just doing that day to day and spinning your wheels on a lot of stuff that is, you know, a not, generating revenue and b not really adding to the business the value of the business in general.
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Speaker 1
It's just it's just churning and keeping things afloat.
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Speaker 2
And so we talk a lot about runway when we start a business, meaning like how much time we have to get to where we need to go. Can buying a business allow you to buy a runway? I guess in some ways.
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Speaker 1
I certainly think so. You know, I certainly think so for a number of reasons. You know, one is when you say buy a business, it's important to note that that does not always mean you come to the closing table with a check. Often times, you're buying someone's life work, you know, some some family business. Or or, you know, a long time employee is buying it from their employer.
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Speaker 1
And so in that situation, you know, that that the seller might look at that as kind of their, retirement plan. And so
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Speaker 1
there might be ways where you can get to the closing table without really any money.
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Speaker 1
And, and and so that's point one. And then point two is that then once you get in control, often.
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Speaker 1
Times especially with these like, there's a learning curve of, of how you actually run it. And so having that, you know, person or persons that are the sellers around on a contract basis for a while is is really important. And then you can also there are, there are legal mechanisms that we can use to incentivize that to make sure that that that button handoff is smooth and is in everybody's best interests.
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Speaker 2
Well, you said something that caught my ear, and I think it's going to catch a lot of people's ear that's coming to the table without any money. Like, can you give us without going into too, too deep. Like, what is the scenario in which you might come with no money?
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Speaker 1
Oh, yeah. Absolutely. Okay, so for example, well, there's there are a lot of scenarios where you can come to the table with very little money. And so when you're transferring a business, oftentimes you're transferring either the equity and the underlying entity or the assets or combination. And you can structure things in a way that those the, the cost of that business is paid out over time from the profits of the business.
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Speaker 1
And then if the entrepreneur is successful and grows those profits, that will then allow that person to pay off the note or whatever, however it's structured faster or pay themselves sooner. And again then also that creates a, a revenue trail, almost like an annuity. For the seller, which allows them to do a couple of things.
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Speaker 1
It allows them to not have a big taxable event upfront. So they get to spread out those, those taxable gains over a period of years. And then it also ensures that, you know, for the seller's perspective in the event a sale happens. But there's we usually call them a promissory note or a note for short. That note will carry over.
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Speaker 1
And so in the event they stop, the new buyer stops making payments. They can take back their asset and sell it to the next person. Now that we don't like that to happen, you know, I try to do transactions that are smooth, that go, you know, where everybody gets what they want, which is the buyer gets the business and the seller gets their money paid out.
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Speaker 1
Over. However, we structure that.
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Speaker 2
That is fascinating. Now without going into an entire financing course, which maybe we'll have to do as a follow up. But are most of these done through SBA loans or like what's the most common way to acquire a business?
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Speaker 2
Or is it all over the board?
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Speaker 1
I would say it's kind of all over the board.
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Speaker 1
SBA loans are great. SBA loans are great. However, they're not the end all, be all.
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Speaker 1
You know, they are one of many ways to get to the closing table. And so that's certainly one way, but it is not the only way. And and to your question of what do I see most often, I'm going to do the most lawyerly thing I can possibly think of and say it really just depends.
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Speaker 1
It really depends who's the buyer. I mean, it usually comes down to that question. It depends on who is the buyer.
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Speaker 2
You know, this reminds me a lot of real estate, because when you're acquiring a house, there's a lot of different ways you can do it from just the normal way. And the more creative you can get, the more, you know, interesting. You can make a Win-Win scenario for everyone. So it sounds similar.
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Speaker 1
Very much so.
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Speaker 2
Speaking of risk. So what are some risks in purchasing a business that you may not have and starting your own?
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Speaker 1
I'll also have to say it depends. So when purchasing a business, which, you know, especially for the audience here, I highly recommend, you know, if you're thinking about about a business, it's going to it's going to cost a little bit more money. However, it allows you to hit the ground running and work on the business sooner because again, like I mentioned earlier, you don't have all of you're not HR, you're not accounting, and you're not also the office admin getting the supplies and toilet paper.
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Speaker 2
Right. That's a good point right.
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Speaker 1
So you you free up to just work on the business from day one two. You might have legacy employees that come over with you. So again adding that that extra layer. Whereas if you start, you know, start from scratch from the blank slate, you're going to have to find all of those people. Now, in some industries where you can be a one person business, that's okay.
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Speaker 1
But in, you know, I'd say heavier manpower industries, that built in infrastructure can really help supercharge, to really help supercharge the business owner, to get up and going and execute their plan, because they can focus on pulling the levers of the business and not necessarily the day to day of keeping the lights on, getting accounting, billing, HR, etc..
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Speaker 2
One of the things, you know, one of the things you talked about when we were on our pre pre podcast call was that a lot of the opportunities are in some of the more boring businesses, or maybe the businesses you wouldn't have thought of. So like what industries are ripe for acquisition and I guess the least friction is possible.
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Speaker 2
Or like more cash flow earlier in the system or what are some what are some industries you recommend?
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Speaker 1
Well, I can't necessarily recommend all industries, but I can speak to, you know, deals that we've done. And so I've seen, you know, quite a few transitions of service to this business and some big plumbing, Hvac, electrical, you know, even even certain subcontract subcontracting entities. The other I've seen a lot of is, is medical practices, notably, you know, family practices and dentist practice and dentistry practice, optometry clinics as well.
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Speaker 1
Because where a practice like that, it's basically a trade name and the doctor and that patient list and those are really the assets that you're buying. But if you're a young doc or, in person of optometry school or, you know, pick your specialty, that can help you sort of supercharge and step into the shoes of the retiring doctor to then take over those patients which do have value.
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Speaker 2
Interesting. I do you have to have expertise in the industry. Like, if I've never done roofing before, should I get into roofing or, like, what do people learn on the job or or do you find most people gravitate towards what they're already doing?
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Speaker 1
I find that most of the most successful folks usually have some sort of either heavy interest in or experience in, you know, like, I am I am a corporate lawyer. I'm a, I'm a lawyer. I do not feel I don't like going to court. And so me buying, you know, a a law practice, for example, where you're going to be spending a lot of time in court doing DUIs and that kind of thing.
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Speaker 1
Right? That's just not a good fit. Even though technically my license allows for it. And so I think it's one of those know thyself sorts of situations because I don't see why somebody that's really ambitious and skilled couldn't learn a certain kind of business, but I don't know the ones I see most often. There's usually some sort of hook to the underlying business.
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Speaker 2
Absolutely. Where do these where do these deals go down? Is there a website? Is it word of mouth? Are you plugged into a network? Where do these deals go down?
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Speaker 1
Yeah. Several places. Business brokers have become a much bigger, I would say player in the. We call it the middle market. You know, small, small, middle, small and medium enterprise market. So you see a lot of business brokers that, that do that sort of thing. The other is, you know, commercial bankers, they usually have a pretty good beat on their clientele.
00:14:13:10 - 00:14:43:17
Speaker 1
And know about these, sorts of opportunities, you know, years before they might actually come to fruition. Because sometimes, you know, it can take a year or two to buy a small business, even one that's just, you know, a couple of million in revenue. Because it can be emotional. There's oftentimes years of, sometimes shoddy paperwork and not by any no ill will, you know, nothing, no malice by the business owner.
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Speaker 1
Just they've been busy building the business and keeping their heads above water.
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Speaker 2
Let's talk about due diligence. What are some things we should look out for? If I'm looking at the owner's books, or what are some questions I should ask if I'm going to kind of buy someone's existing business?
00:15:01:14 - 00:15:32:04
Speaker 1
Great question. Tax returns and financials oftentimes are a great place to start. Those will usually give you a good snapshot. Now, it's important to note that tax returns and financial statements about business are oftentimes very different. The reason for that is most of the time, small business people want to show that they made very little money to the government, but want to show their friendly community banker.
00:15:32:07 - 00:16:01:04
Speaker 1
I am very bankable because I've got, you know, this gross profit. Even though my taxable profit might be zero. I actually am profitable. And so getting those two sets of books is very important because they tell two very different stories, but allow you to get a good sense of where the truth lies. And then it also gives you a sense of how the business is structured.
00:16:01:06 - 00:16:41:15
Speaker 1
And then that's where the lawyers come in to make sure that, the legal entities are good. You're not buying. You're not buying a liability is the phrase that we use or, you know, so we want to help people avoid buying a liability. We also want to make sure that, whoever is selling the business, you know, is honest and forthright and, and that the contracts say, hey, in the event you withheld information, misled with certain information, or, you know, outright fabricated something because you knew that you were unloading an asset that wasn't great.
00:16:41:18 - 00:16:45:27
Speaker 1
We're able to hold those folks to account contractually.
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Speaker 2
One of the things we talk about IT Providers club is that oftentimes someone will be working in their business like you talked about before. Maybe they're the salesperson. They're the operator. They're doing the books. But in order to evaluate that business, give that, an evaluation. You've got to really evaluate it as if someone else is doing that.
00:17:05:26 - 00:17:20:13
Speaker 2
What would you have to pay someone to do that? If the owner was out of it? So can you, kind of talk about what are some of the different ways and can you explain some of these acronyms that we have. So seller's discretionary earnings and I think you said a bit of.
00:17:20:15 - 00:17:21:24
Speaker 1
EBITA.
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Speaker 2
Even though the Ebit. So tell us about Ebit.
00:17:24:21 - 00:18:01:01
Speaker 1
All right. Well let's start with seller discretionary earnings. I mentioned the two sets of books. Right. The tax returns and the financial statements. And let's go all the way back to 1999. So Amazon, which everyone knows famously had no profit for many, many years. Well, why is that? Well, they reinvested it all back into the business. So they had seller discretionary earnings that is they were making money but they reinvested it all back in.
00:18:01:04 - 00:18:24:16
Speaker 1
Interesting. And so oftentimes the business people. Well we'll get to talking with you know buyer and seller will get in a room and they'll start working out numbers. And oftentimes they'll come to me, the lawyers, to paper it up and say, well, I'm going to get 50% of this or A2X multiple of that. And my question to that is always 50% of what.
00:18:24:18 - 00:18:38:12
Speaker 1
Two times of what. Because. How you define that. What will oftentimes have a very important trickle down effect of what you're actually getting.
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Speaker 2
Fascinating, fascinating. So like let's say I'm the owner. You know, I get a, I get a benefit because I'm leasing a vehicle through the company. Paying myself a little bit, I'm doing some of the jobs. You know, how do we evaluate a business when the owner is the primary technician or salesperson?
00:18:57:23 - 00:19:28:22
Speaker 1
Yeah. There's a couple of ways to do it. And I'm assuming when when you are buying, a business like that, where the primary technician is the owner as well. Usually that is a journeyman of that same trade, whatever it is, buying that business. So the thinking I usually see is that buyer is going to step into the shoes of the technician seller.
00:19:28:24 - 00:19:58:09
Speaker 1
Right. Optometrist, plumber. Pick your pick your trade. And and in that case, really what they're buying is that customer list because someone fresh out of optometry school or that just got their their plumbing license, they're just simply going to have less technical skills than someone who's been doing it for two years. Now, that said, there's still value in the business, right?
00:19:58:09 - 00:20:25:22
Speaker 1
The brand, the fact that there's already air, the fact that there's all probably already, an office, a lease, furniture, toilet paper. Right. I mean, like all the things you need to go to the office and work every day. So that's how I oftentimes will try to counsel, technicians that are buying a business or selling a business.
00:20:25:24 - 00:20:28:15
Speaker 1
Do you, is to look at it that way.
00:20:28:17 - 00:20:37:10
Speaker 2
Is there kind of a standard onboarding process or once you purchase it, are you on your own or do you somehow facilitate a handoff?
00:20:37:13 - 00:21:16:03
Speaker 1
Great question. The devil is in the details there. What I like to do. So if I am representing if I'm representing buyer or seller, it doesn't really matter either. Usually what I like to do is, there's the primary sale, which, you know, may or may not have any cash upfront, and then usually a 2 to 5 year period where the seller sticks around in some capacity, either as an employee I e or as a consultant to help with that transition and handoff.
00:21:16:05 - 00:21:43:03
Speaker 1
And the reason for that is, no matter how much due diligence you do, you're not going to know how to run the business until you're the person calling the shots. And there will inevitably be questions. And so the worst thing that that can happen is a clean break. Right. Here are the keys to the business. I'm going to be in Aruba.
00:21:43:05 - 00:22:01:09
Speaker 1
Peace out. I just threw my phone into the ocean. Right. That's the worst thing that can happen, right? Because the business may not survive. Especially if there's a key person or someone that's been running things been the point of contact for for 20, 30, 40 years.
00:22:01:12 - 00:22:14:12
Speaker 2
You know, about 15 years ago, I built a business that I sold and I was hired on so that the person that bought it for me called it an AQ hire. Is that a term people use, or is that is that a common thing?
00:22:14:14 - 00:22:22:10
Speaker 1
Absolutely. Absolutely. Acquisition and acquisition. Hire? You bet. So listen. And you can do those. Okay.
00:22:22:13 - 00:22:27:19
Speaker 2
Let's talk about. Go ahead and finish your statement about, what you can do with the new hire.
00:22:27:22 - 00:22:37:13
Speaker 1
Oh, you know, those those all come down to contract, right? And usually the way I like to structure those is.
00:22:37:15 - 00:23:03:21
Speaker 1
And the thinking about it from the perspective of the seller. Right. If I am if I am John and I've been doing my business, whatever that is, for 40 years, and some young buck buys it, and then suddenly I'm working for him for a couple of years, I'm probably not going to love it. Right. And so what you do is you try to tie John's compensation and the value of the business that he's going to get to, how cooperative he's going to be.
00:23:03:24 - 00:23:28:21
Speaker 1
Right? Because you want the business to succeed. And and that's all done by contract. A combination of consulting contracts or employment contracts or the purchase and sale agreement of the business itself, however we structure that. But I think that that's a really critical piece of any transaction. Where there is.
00:23:28:23 - 00:23:33:20
Speaker 1
Just that key key man consideration.
00:23:33:23 - 00:23:44:04
Speaker 2
So let's talk about let's talk about legal safety nets here. What what are representations and warranties and how do they protect a buyer.
00:23:44:07 - 00:24:08:06
Speaker 1
Great question. Okay. So a representation and a warranty. There are two separate things. Representation is, for example, Brian, my name is Mike Kuzma and I am a licensed attorney in the great state of Nebraska. That's a representation. So what I'm telling you is I have who I am. And what my license is. And then I'm in good standing.
00:24:08:06 - 00:24:35:22
Speaker 1
So I'm telling you those three things. That's called a representation. Okay. And the warranty is I'm promising that that's true. And so when you get it and and so then when you get into when you get into running the business, and you discover that, you know, things are not true. You know, for example, in I've got a transaction, I mentioned this in our pre call.
00:24:35:24 - 00:25:08:16
Speaker 1
It's a real estate transaction. But one of the representations and warranties, and this one was that all of the tenants are paying rent makes what makes sense right. Like that seems like a pretty reasonable thing in that sale to say, well, the seller, whether through, intentional, you know, like intentionally doing it or just not being not verifying.
00:25:08:19 - 00:25:33:03
Speaker 1
Well, it turns out one of the tenants, this is a commercial property, but, you know, it was nearly $300,000 behind on rent. Well, that's not what we want, right? Right. And then. And then, lo and behold, you pay rent to the new buyer. And so that's a example of a representation and warranty. I had my buyer know that.
00:25:33:06 - 00:26:05:17
Speaker 1
No, not all the tenants are paying rent. We wouldn't have paid that multiple. And so that's a way that you can hold sellers to account if they, by negligence or purposeful omission, leave out those really important details. But then for the any of the buyers listening to this, it's important for them to note that like when you get into these deals, you want to be sure to have, you know, your ducks in a row.
00:26:05:19 - 00:26:11:14
Speaker 1
Use your advisors. Sure. And make sure.
00:26:11:17 - 00:26:32:03
Speaker 1
So in my, real estate deal, if my buyer had known that, that the tenant in question of this, of the seller was not paying rent, you know, we would have had to discount the price for what we would have paid.
00:26:32:05 - 00:26:40:14
Speaker 2
So they paid more than they should have. And so you have to go back in after the fact and maybe, you know, maybe after the fact, some litigation or something.
00:26:40:16 - 00:26:44:02
Speaker 1
And that's exactly that's exactly what happened here.
00:26:44:04 - 00:27:02:19
Speaker 2
Well, man, I know you've got limited time and we're getting towards the end of our time block here, but, for Founders Club members, you are going to stick around. We're going to do a virtual case study. We're going to break down an imaginary business. This is an imaginary roofing business. We're going to buy it. We're going to improve the operations, and we're going to sell it in four years and double the value.
00:27:02:26 - 00:27:13:21
Speaker 2
So I'm excited. Look, looking forward to that. But I guess before we go, tell us about, you know, what is the role you play and how do people get in touch with you if they're interested in something like this?
00:27:13:24 - 00:27:37:12
Speaker 1
Yeah. So I can get into I can work on for both buyers and sellers. You know, in terms of structuring those and helping just be creative and making sure that you're buying what you think you're buying. And many, you know, most many entrepreneurs have read Robert Kiyosaki is rich dad, poor dad. Famous famous quote I hate I hate that book.
00:27:37:15 - 00:27:39:04
Speaker 1
I hate it, I hate it, I hate it.
00:27:39:07 - 00:27:58:04
Speaker 1
Why? It's the reason I went to law school. Because in that book he talks about what? You just buy a business, you just buy the real estate. Well, I wondered, surely it can't be that easy. And turns out it's not. It's it's, It's not anything that is impossible.
00:27:58:06 - 00:28:04:06
Speaker 1
It's just there's a lot of steps. And in order to make sure that you are.
00:28:04:08 - 00:28:19:07
Speaker 1
Buying that and not a liability, it's really important that you that you move slow and and get everything right. Because especially with a big transaction like that, you really only get one shot.
00:28:19:07 - 00:28:21:27
Speaker 1
Because you can't put toothpaste back in the tube, so to speak.
00:28:22:00 - 00:28:38:06
Speaker 1
Sure. Especially especially with with buyers, you know, because once they hand over the keys, often times, especially if a large sum of money is, asked, or you sign on the dotted line of your SBA loan or your grandma loaned you money, you know, whatever, whatever it is.
00:28:38:08 - 00:28:42:06
Speaker 1
You know, it's a lot tougher to get money back once it's gone out the door.
00:28:42:08 - 00:28:46:02
Speaker 2
Absolutely. How can people get Ahold of you? And I'll make sure to put those in the show notes as well.
00:28:46:05 - 00:28:56:00
Speaker 1
I'm at the, law firm Spencer Fein in the Omaha office. Email is m Kuzma at Spencer fein.com. And best way to get get Ahold of me.
00:28:56:06 - 00:29:09:28
Speaker 2
Well, Mike, this has been a pleasure. I think we could talk all day about this sort of thing. It's it's really fun to imagine these scenarios, but, thank you for your time. And for those of you that are pro Founders Club members, we will be continuing shortly with the case study and we'll see you there. So thanks, Mike.
00:29:10:00 - 00:29:10:18
Speaker 1
Yep. Thanks.
