S2E7: Saratoga Biochar Fights Back!

In this final edition of our four-part series on buying and selling a small business, we’re looking at how to zero in on your perfect acquisition target. We’re going to detail the multifaceted approach of identifying those potential targets, ensuring a comprehensive strategy that aligns with your vision, and both your personal and financial goals.

Beginning the Search

This phase in the acquisition journey involves identifying businesses that are on the market and “off market” or not listed for sale. The process is facilitated by various platforms and strategies, each with its unique advantages and challenges.

For on-market businesses, online marketplaces such as BizBuySell.com and BusinessesForSale.com have bridged the gap between sellers and potential buyers in the business world. These digital platforms are equipped with advanced search functionalities, enabling users to meticulously sift through listings based on specific criteria like location, industry, and price range. Beyond mere listings, these websites often provide valuable resources and insights into the business buying process, including articles, tools for valuation, and tips for due diligence.

Of course, business brokers will also have listings and can be utilized to assist in the complex search process to make it a more manageable endeavor. Business brokers offer a personalized service, presenting a selection of businesses that closely match your criteria and investment goals.

Their network often extends to off market listings that are not available to the public, providing potential buyers with access to unique opportunities that might otherwise be missed. Remember: a good broker not only helps in finding the right business but also assists in navigating the negotiation and purchase process, leveraging their expertise to your advantage in what can be a competitive market landscape.

Direct approaches, such as cold calling and direct mailing, serve as targeted strategies for individuals with a precise understanding of the business sector they wish to enter. These tactics allow you to directly engage with business owners, uncovering off market sale opportunities that might not be listed on public platforms. While these methods demand more time and effort, they can also lead to direct negotiations with owners willing to sell their business, potentially reducing competition and facilitating more favorable terms.

Networking plays a crucial role in the business acquisition process, with local business associations, chambers of commerce, and industry-specific events acting as fertile grounds for building valuable connections. Engaging with business advisors, accountants, and attorneys is especially fruitful, as these professionals are often privy to early discussions about businesses considering a sale. Expanding your professional network can not only provide you with insider information, but also enhance your credibility in the business community, making you a preferred candidate for business owners looking to sell.

Subscribing to industry-specific publications is a strategic move for prospective buyers, offering updates on businesses for sale and insights into market trends. Auctions and liquidation sales, on the other hand, present unique opportunities to acquire businesses or their assets at a discount. These methods can be particularly advantageous for those looking to enter a market at a lower entry cost, provided they are prepared to put in the necessary legwork.

Initial Screening & Outreach

At this phase in the process, the groundwork for a successful acquisition is laid, involving a meticulous review of potential businesses and the start of conversations with sellers or their intermediaries. This phase is not just procedural; it is the foundation upon which the rest of the acquisition process is built.

First, buyers should take a deep dive into the available data concerning the businesses. This isn’t merely about skimming through financial statements or customer testimonials; it’s about piecing together a comprehensive picture of the business’s history, its standing among consumers, and its future trajectory.

After the initial research, but before reaching out to a seller or broker, the next step is drafting a set of pointed questions. These inquiries are designed to peel back the layers of the business, revealing the motivations behind the sale, the hurdles the business faces, its financial robustness, the tangible and intangible assets that come with the purchase, any key employees to the success of the business, and potential real estate associated with the business, among many other things. This preparatory step is not just about gathering information; it’s about setting the stage for meaningful dialogue.

The manner of the initial contact— whether direct to the seller or here that the tone for all future interactions is established. Professionalism and a respect for confidentiality are not just courtesy; they are necessities, given the often-sensitive nature of business sales. This initial outreach is the first step in building a relationship based on trust and mutual respect. Good relations between a buyer and seller are critical to a smooth transaction, and both sides should keep that in mind, particularly during the initial vetting process.

Following the preparatory work and initial outreach, the conversation deepens through meetings and calls. These interactions are valuable opportunities to delve into the finer details of the business’s operation, its challenges, and potential for growth. It’s also a moment to discuss the sale’s terms candidly, and to assess the seller’s sincerity and commitment to the transaction.

In many cases, a Non-Disclosure Agreement (NDA) becomes part of the process. This legal formality is more than just a procedural hurdle; it’s a pledge of confidentiality that ensures the information shared remains between the parties involved. Signing an NDA marks a transition into more detailed discussions about the business, safeguarding the sensitive data that comes to light.

Throughout this process, vigilance is key. Any hesitation to disclose vital information, unexplained surges in financial performance, or undue haste to close the deal may be red flags identifying potential issues within the business or the sale process itself. Buyers should trust their instincts, ask questions, and verify information as they are making a life-altering decision, rife with risk under the best of circumstances.

Notably, most buyers will have help along the way from brokers, attorneys, and accountants, among others. They should work with experienced advisors and use that experience to their advantage as much as possible.

Conclusion

Finding the right business to purchase is an intricate blend of diligent research, strategic outreach, and keen intuition. By leveraging a variety of methods to identify potential opportunities, engaging in thorough initial screening, and conducting detailed outreach, prospective buyers can navigate the complex landscape of business acquisition with confidence.

The journey to business ownership, like many of life’s journeys, is paved with challenges. However, with the right approach, it can lead to rewarding opportunities and long-term success. The key to a seamless acquisition lies in understanding the market, knowing what questions to ask, and maintaining a clear vision of your entrepreneurial goals.

If you have questions about embarking on this journey yourself, our team at The Wagoner Firm, PLLC is always available to start that conversation. Learn more by visiting thewagonerfirm.com.

Business founders and owners are often outstanding visionaries.

Being a visionary, however, sometimes comes with blind spots. You may be “the bee’s knees” at casting a vision for your company, yet unknowingly neglect certain employee needs that are vital for your vision to become a reality. If this assertion surprises you, consider your immediate
response to one question about your business. Are you ready? Here it is:

“What does success look like?”

Your answer undoubtedly relates to the long-term vision for your business, whether that has to do with revenue goals, expansion plans, innovative product lines, or some other “big picture” results. Your image of success is crystal clear in your mind. You can pinpoint metrics and milestones that will mark your progress. You can’t wait to celebrate when you finally see your vision played out in the real world.

Given this clarity about how success looks, how it is measured, and how it is celebrated, you are motivated and engaged and know just what you need to do! But there is something important to remember: the people who work for you may not think in such “big picture” terms. They may understand and acknowledge the grand vision for the company, but that is not their day-to-day existence and experience. They have a job to do, such as making sales, making calls, or making widgets. That is what consumes their time and attention.

As the business owner and visionary, these daily tasks most likely never cross your mind. (And rightly so, since they aren’t your job.) Yet, these short-term actions make your long-term vision possible. For example, take the Accounts Payable team. Processing checks to pay vendors probably doesn’t get on the agenda for your leadership meetings. But if the Accounts Payable team fails to send checks in a timely manner, that can jeopardize key vendor relationships. Therefore, behind the scenes, Accounts Payable plays an important role in the success or failure of your company vision.

This is the case for every area of your company: each job, team, department, and function plays a role in how your vision succeeds or fails. Therefore, as a leader, doesn’t it make sense to ensure that your employees have clarity about how success looks, how it is measured, and how it is celebrated for their specific roles and responsibilities? Clarity motivates and engages you; in the same way, your employees will become motivated and engaged when they have clarity about the part of the vision that they own.

Here are three ways to provide clarity for your people and, in so doing, help your vision to become reality:

1. Define How Success Looks.

Talk with each department or team about how success looks for them, bearing in mind that success does not refer exclusively to results, but also to actions. For example, one measure of success for the business development team would be the number of prospects converted into customers each week. But another measure of success could be the number of calls or meetings that were held, because these actions are necessary to keep the pipeline full so that a steady stream of prospects can be converted into customers. With that in mind, there might be a week with no conversions that is nevertheless a great success because of the number of opportunities that entered the pipeline.

2. Determine How Success Is Measured.

People appreciate benchmarks, scorecards, and metrics because they offer something concrete to strive for. Having defined how success looks in each area of your company, work with your leaders to put in place practical metrics to measure progress toward and the attainment of success. For instance, call center success could be measured based on the results of post-call customer satisfaction surveys.

3. Decide How Success Is Celebrated.

Celebrating short-term wins helps keep people energized because it tells them that what they do is important and that they have done a great job. For example, as the business owner, you can ask your team leaders what successes they have seen in the past week and let them shine a spotlight on their team’s accomplishments. How will you then affirm what has been done and reinforce the part these successes play in reaching the company’s goals? Whatever you decide, enjoy that time of celebration together!

Here’s the bottom line: if you help your people define, measure, and celebrate the success they achieve in delivering on their specific part of the company’s vision, the overall long-term vision will take care of itself. Then you can have the ultimate celebration you are striving for!

Do you need help defining, measuring, and celebrating success across your organization? Contact me today!

I have a question I ask all my clients: “What is the engine that drives your lifestyle?”

Most of them eventually land on income. Of course health, family, faith, and many other things are important to our existence, but the income we earn, in my estimate, is the thing that is the lynchpin for our lifestyle. Whether you are 2, 20, 65, or 90 years old, it is about income. Working or retired, it is about
income. You may say, well there is that one person. Perhaps you have taken a vow of poverty and it is about someone else’s income. Or perhaps you are a YouTube sensation, forging hatchets from iron ore, completely self-sufficient, living off the land. Either way, for most of us, income is paramount to the lives we live.

THE ILLUSION OF ASSETS OVER INCOME

An interesting thing I have observed is that society tends to be more enchanted by assets. To allow you to think for yourself about what is most important.

Imagine this… Imagine that you won the lottery, and I told you your ticket was worth 100-million dollars! What feelings would you have? How would your life change in the blink of an eye? How would you physically change before our eyes? And then, just as quickly as I said you won $100-million dollars, I followed up with the fine print of your massive win: “You, my friend will receive your $100-million in the form of $1,000 annual payments for the next 100,000 years, and upon your death, whatever you have not enjoyed, you will leave for the next lucky winner!”

I am not saying any of us would turn down an extra $1,000 a year, but hopefully I am proving to you that it is not about assets, but rather the income that can be generated from those assets. We have a tremendous amount of clients in the Capital Region who have, or will have, NYS Pensions. For years now, I have smiled at how little these clients have appreciated the money that is required behind these pensions to guarantee payments for a lifetime. Ironically, I have also smiled at how much our clients overestimate the amount of income that their 401(k)s can generate based on the lump sum they have.

UNDERSTANDING COMPOUNDING INTEREST & MORTALITY CREDITS

Two simple but profound distinctions every human should understand are the idea of compounding interest, and the law of large numbers; or in the context of income, mortality credits.

Investopedia defines compound interest as the interest on savings calculated on both the initial principal, and the accumulated interest from previous periods. As I often say, over many, many years of diligent saving, you have the opportunity to take a little bit of money and create a lot of money. In the context of compounding interest, the years you have and the interest you earn each year will determine the success of this strategy. The law of large numbers, and in this case mortality credits, can have a significant impact on income.

Simply put, across a very large group of people, actuarially, you can determine an average age of death. Some people will live beyond this average age, and some people unfortunately will die before this average age. Mortality credit is the idea that when you pool a percentage of your money together with thousands of other people, the ones who pass earlier than expected can benefit the ones who live longer than expected. This can increase the amount of income available for each individual while they are living. Pensions, such as the ones provided to employees of NY State and other municipalities, leverage this actuarial science and mortality credit in providing these employees with a guaranteed income for life.

TOOLS AND CONTEXT IN FINANCIAL PLANNING

In my opinion, the financial industry is divided into two camps. Of course, there are firms like Thoroughbred Advisors who enjoy and see the value of each camp. The financial tools available in our industry primarily fall under two major umbrellas: investments and insurance. Those in the investment camp leverage the distinction of compounding interest, and work to solve the income challenge through building greater assets. The insurance camp often leverages the law of large numbers and mortality credits when solving the income challenge. In my opinion both are valuable, they are simply different tools.

We believe that tools are neither good nor bad, until you put context around them. To give a simple example, in the context of a nail, hammers are amazing tools. In the context of a screw, hammers are not so amazing. With that said, I can definitely get a screw in with a hammer! At the end, however, what does the screw look like and what does the material surrounding it look like?

THE CONTINUOUS IMPORTANCE OF INCOME

The context of our lives. The resources we have. These and other factors will impact the tools you will need to implement. And as a reminder, your lives are driven by income today, and so it will be for the years to come.

If you do not have a clear view of how you will maximize income now, and in the future, we would welcome a conversation.

The information provided herein is for general informational purposes only and should not be considered investment advice. Any strategies described may not be suitable for everyone. Readers are encouraged to evaluate all information in light of their own situation and seek the advice of an appropriate professional advisor.

Thoroughbred Advisors is a leading financial firm dedicated to providing tailored, transparent, and authentic financial solutions for their clients. Established in 2014, the firm focuses on empowering individuals, families, and businesses in the Capital Region to achieve lasting financial success. Visit our office at 421 Troy Schenectady Rd, Latham NY 12110, or our website at www.thoroughbredadvisors.com

From an early age, U.S. Navy veteran Dustin Hall was never one to back down from a challenge. Throughout his life, he has been in charge of logistics units, co-founded a business while studying at a highly accredited university, and is now embarking on a career in the insurance industry with Amsure. Between his work ethic and dedication to helping those in his community, it is clear that Dustin has a bright future ahead of him.

Dustin graduated from Glens Falls High School in 2013. He was unsure of his plans for the future, but came from a long line of men that had served in the military. Both his step father and grandfather had been in the Navy, so following their lead he enrolled. “It started a Navy tradition in a sense,” he explained. After attending bootcamp, he traveled to Pensacola, Florida to begin his A school training. Dustin went into Aviation Boatswain’s Mate, Aircraft Handling (ABH) training, where he learned how to supervise the movement of Naval aircraft and perform rescue duties. Once he had completed his A school, he traveled to Virginia where he was assigned to the USS Theodore Roosevelt.

About a year later in 2015, Dustin set out on a world tour. The Navy was doing a port change for three aircraft carriers: USS Theordore Roosevelt, USS Ronald Regan, and the USS George Washington. Overall, he visited seven different countries, seeing places like Australia, Dubai, England, India, and more, before ending the tour in San Diego, California.

Afterwards, he traveled back to Virginia where he was reassigned to the USS George Washington. Once back, Dustin became in charge of managing a logistics unit at only 22 years old: “Day to day, I was in charge of about 40 people in our unit,” said Dustin. “It was a learning curve because when you’re the supervisor to someone who is 33 years old, and they have 10 years on you, you kind of have to figure out ‘How do you talk to this person?’”

Despite the challenge, Dustin excelled at his job and had plenty of support from those around him. “I had a couple great mentors in the Navy that took me under their wing, a couple officers, and they gave me that opportunity and I learned from it,” he explained. “Those individuals were people who pushed me to start doing my education.”

Taking their advice, Dustin began to take classes at Tidewater Community College. Dustin took four classes every semester, and was able to finish all of his prerequisites. He had to decide between staying in the Navy or continuing his education… However, once he was accepted into the Maxwell School of Citizenship and Public Affairs at Syracuse University, his decision was clear. “I was a C+/B- student getting into Syracuse’s number one program in the country,” explained Dustin, “I was like, I need to do this.”

Syracuse is well-known for their commitment to helping veterans further their education and as a proud alum, Dustin would agree: “I almost felt like I was recruited in a sense, kind of like what they do for sports players. They want veterans to come,” he said.

In addition to the GI Bill, Syracuse participates in the Yellow Ribbon Program, which covers the education costs that the GI Bill does not. This allows veterans, like Dustin, to attend the university without needing to take out private loans.

Having grown up with an interest in politics, Dustin majored in policy studies, but found it challenging to adjust to the college lifestyle: “Being a veteran there is a learning curve,” explained Dustin, “You get into math classes and professors say ‘You remember this from high school.’ Well high school was at that point seven years ago for me.”

However, Dustin had lots of support from professors and mentioned Sean O’Keefe – who served as the Secretary of the Navy under President Geroge H.W. Bush and the Administrator for NASA under President Geroge W. Bush – as having an impact on his experience at Syracuse: “He kind of took me
under his wing in the sense of applying myself,” said Dustin, who continued to explain how with O’Keefe’s encouragement, he took more challenging courses.

In addition to being a full-time student, Dustin co-founded the business College Truckers. Functioning similarly to a franchise, the business existed at other universities, but Dustin brought it to Syracuse. Completely student-run, he hired other students and friends to be the “movers” that would pick-up their customers’ boxes and transport them to a storage unit. Once the semester was about to begin, customers would give them a date and room number and all of their belongings were dropped off and waiting for them. Eventually, the business became so successful during Dustin’s last year, they began shipping boxes for students who lived out of state.

In addition to running a successful business, Dustin kept himself busy by completing an internship. He attended a lecture from a former Syracuse alum who explained how his company insured the Superbowl, which, being a huge football fan himself, piqued Dustin’s interest. “It was the first time ever where I was like, ‘Oh, insurance sounds kind of cool,’” said Dustin.

This newfound interest led to him finding OneGroup, where he applied for an internship. Due to him being slightly older than the average college student, OneGroup designed an internship around him, allowing him to work in every department. He completed many challenging tasks, like researching Spartanburg, South Carolina while living in New York because the company was expanding. He also had the opportunity to survey many county buildings and airports, although he was more of an observer for these trips: “Basically I was a notetaker; glorified notetaker as I like to call it,” joked Dustin. This experience confirmed that insurance was the industry Dustin wanted to pursue.

After obtaining his bachelor’s degree, which he completed in only three years, Dustin moved back to Glens Falls and despite knowing what he wanted to do, he didn’t jump into the insurance industry right away: “Having the mentors I had at OneGroup, they encouraged me to really try to find the right agency, the right insurance company to land at, not just to go right out and find a job,” said Dustin.

While interviewing and looking for insurance jobs, he worked as the deputy commissioner of elections. Eventually, he found Amsure, and knew it was the perfect opportunity for him. “They’re willing to put the time and effort into me and teach me. They’re willing to team me up with a mentor so I can learn from someone who’s been doing it, not just getting help here and there,” explained Dustin. He works closely with his mentor Dave Meager, who has worked in the insurance industry for more than 50 years.

Passionate about his work, Dustin is constantly networking and building connections with those in his community: “My philosophy is that you build the network and worry about the sales later,” explained Dustin. “While obviously growing a book of business in the future is the overall goal, I’d rather grow that book of business through friendships, and networking, and connections versus the typical go out and pick someone randomly.”

One way he has made genuine connections was through the Adirondack Chamber of Commerce (ARCC) Veteran’s Business Network (VBN). He mentioned Sean Dion and Juan Gonzales, who both serve leadership positions on the VBN. Being veterans themselves, Dustin can relate to them in a way many people cannot. As a bonus, he is able to help them on the insurance side of their businesses as well.

Dustin also enjoys helping fire districts when he gets the chance: “Fire districts, that’s one of my soft spots in the insurance industry. I love fire districts in the sense of, I was an aircraft firefighter, so I can go in and I can talk to firefighters or a fire district and I kind of understand them. It’s always nice knowing I have their back in a sense on the insurance side,” said Dustin.

While still early in his career, Dustin is proving that he has the dedication and drive needed to succeed: “I’ve learned that the best approach that you can do coming into the insurance industry is just be true and genuine, and if you don’t know something admit that you don’t know something, but then come back and [say] ‘Here, this is the answer,’” shared Dustin. “At the end of the day, an agent or broker should become a trusted advisor to your business.” He makes sure that he is always thinking of the people and keeping their business’ best interest in mind when giving advice.

Outside of work, Dustin spends lots of time with his wife, Bailey, and Vizsla dog, Trigger. They enjoy going on walks and exploring trails together as the weather warms up. He also has a love for cars: “My wife would tell you it’s probably a little more of an obsession,” he admitted… Specifically, he loves Porsches, and is always excited to find someone else to talk to about his interest.

Additionally, Bailey and Dustin are preparing to become first-time parents, with an upcoming due date this August.

For years, Sellers of real estate have had to provide very little information about the property they were selling, and the mantra was “buyer beware.” That may be about to change…

The Property Condition Disclosure Act of 2002 began the requirement for the Sellers to answer a series of forty-eight (48) questions about the various areas of the home and property and their condition on a document referred to as the Property Condition Disclosure Statement (PCDS). The PCDS was to be provided to a prospective Purchaser of property at the time of signing of the contract for the purchase of the subject property. The Sellers could answer the questions on the PCDS with the following responses: Yes, No, Unknown, or N/A. If a Seller refused or chose not to provide a completed PCDS with the contract, the Act stated that the penalty was for the Seller was to provide the Purchaser with a $500.00 credit at closing for failing to provide a completed PCDS. The Act also provided a few exemptions for
parties or entities who were not required to provide a completed PCDS, with the idea that certain persons or entities may not have personal knowledge sufficient to meaningfully complete the disclosure.

In late 2023, the Property Condition Disclosure Act received a facelift. The amendment, which takes effect on March 20th, 2024, deletes the subsection which provided for a $500.00 penalty for Seller not providing a completed Property Condition Disclosure Agreement, effectively trying to make the completion of the PCDS mandatory, and adds seven (7) more questions to the PCDS, primarily
related to flood plain issues with the property and flood insurance. Again, as before, there are a limited number of exempted persons and/or entities… However, the amendment does not provide any new penalty should the Seller refuse to complete a Property Condition Disclosure Statement.

The following language remained in the amendment: “Nothing contained in this article shall be construed as limiting any existing legal cause of action or remedy at law, in statute or in equity.” However, the amendment, as in the original Act, only provides for liability for actual damages to a Purchaser from a Seller who provides a completed PCDS or fails to provide a revised PCDS. The Act, as amended, does not speak to what happens if a Seller refuses to complete and provide a Property Condition Disclosure Statement in the first place, and it is not likely that practitioners will know the answer to this question until the Courts have had an opportunity to weigh in on any litigation brought before them.

The Act also does not specifically preclude parties to a real estate contract from waiving this requirement, if agreed between the parties. Could this potentially usher in a new era of Sellers requesting a waiver from interested Purchasers of the PCDS requirement in order to get around having to provide one? We currently see a similar trend in this very competitive Seller’s market where Purchasers are waiving their right to an inspection in an effort to make their
offer stand out.

Some have offered that interested Purchasers could try to force the issue and require a completed PCDS before they would sign the contract, but in this very competitive market, it is likely that there will always be at least one interested Purchaser willing to undercut that requirement and sign a waiver. Others have offered that a Purchaser may bring an action to compel the Seller to provide a completed PCDS. However, an action to compel a completed PCDS would be costly and take time, and Purchasers may decide to rely more on an official inspection report they would order from a licensed inspector.

If the goal of the Act is to require a Seller a provide a completed PCDS at the time of contract signing, maybe a better option would be to increase the penalty credit to Purchaser rather than remove it. If, for example, Sellers were required to provide a $5,000.00 credit to Purchaser in lieu of a completed PCDS, imagine how many more PCDS’s would be completed.

As the world of real estate continues to evolve, both real estate brokers and attorneys will need to educate their clients as to the amended Act and closely watch for any new trends that emerge.

How much longer will buyers need to “beware?” Stay tuned.