Transcript
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Okay, we're on to episode number six.
Wow.
>> Wow.
>> So, last one is it was a was a a packed
one because it was loans. And this is a
topic that gained a lot of interest of
people.
I'm not going to bore you with all the
questions, but um somebody asked me
like, why didn't you even touch the
difference between uh personal guarantee
and and a non-secured loan?
>> Right.
>> Um especially because you you spoke
about a lot about the relationship you
have with the banks. A lot of them the
the non-secure, I think it's called in
the industry, are not usually the
typical bank that you have. It's rather
these one-off banks that are trying to
get into the relationship and trying to
give you like 100 to 50 type of
unsecured. What is What is the
difference for the audience?
>> In in general, know that um
chances are your business your whatever
whatever loan you're going to get from
the bank is going to require a personal
guarantee.
>> Mhm.
>> Um I've I've seen situations where it's
not required. Um
believe it or not, it's on larger
companies that have a significant amount
of equity and assets where they don't
need the personal guarantee of of of the
of the uh
>> individual
>> old of the owners. But chances are any
middle small middle-sized company is
going to require that.
Um meaning the the owners are
guaranteeing it and then technically
they, you know, if something happens,
they can come after your uh personal
assets.
Uh so, people have to be aware of that
of that concept. Um and uh that's why
you have to give them your personal tax
returns, your personal financials so
they see who they who who they're
dealing with. But talking about guaran-
uh being a guarantor on a on a on a
mortgage um or on a business line of
credit, for your own business, it's it's
a requirement and you're going to have
to do it, so do it. There's no reason
why not.
Um but I've seen situations where
um
people don't realize what being a
guarantor is, where they where they
relied on outsiders to be the guarantors
on either a mortgage or on a business
line of credit.
Either going to a a parent, going to a
uncle, or whatever it is where they're
willing to be the guarantor.
Um
I can tell you a story about that
briefly.
>> Sure.
>> Uh before that, um I've heard a story um
if it's true or not, but this is the
point. We're in the 1930s, there was a
professor
uh
uh a law professor that started the
semester and asked the question to all
the students sitting there with his bow
tie and those days with a cigar and he
says, "I have a question." It's the
first day of of the semester and he
says,
"Could anybody give me the legal
definition of what a guarantor is?"
So, student raised their hand. "A
guarantor is someone that signs off and
um
He says, "No, that's not a guarantor."
Well, that's the next guy. "Guarantor is
somebody that obviously has um a net
worth with enough assets to secure a
loan and that's willing to sign Oh,
that's not going through everybody. No.
He says, "Write this down. This is the
legal definition of a guarantor.
A guarantor is a fool with a fountain
pen."
>> [laughter]
>> Oy vey.
>> Why is that? You're just guaranteeing
the the the loan. The loan is being used
by somebody else. That other person can
do who knows with what what with it.
Uh can get into default, but you're
signing off on it. Right? To a story
where people don't realize I I the
I had a client many many years ago that
was
um
I don't know if he was sued, but Chase
Bank
came to him and I should really mention
the bank, but
it's reality. Chase Bank came to him and
said uh with a demand letter for
$900,000.
$900,000. I've never borrowed $900,000.
Calls the bank or his attorney calls the
bank. He says, "Yeah, yeah.
He was a guarantor
for a line of credit on this and this
business, which happened to have been
his nephew's business."
He says, "Yeah, that's right. 10 years
ago I was a guarantor. He needed a
$100,000 line of credit and I gave him
my
I was willing to help him out."
Since then, 10 years later, the line of
credit had increased because the
business increased. We
the business owed $900,000 and was in
default and they foreclosed or whatever
it is and they came after the
guarantors, which was him, and he had to
settle on this on this demand.
Uh he didn't It's only $100,000. Yeah,
but 10 years later it was $900,000. So,
hence a fool with a fountain pen.
>> Yeah, so but at least we we know the
what CloudSleuth does. So, but at least
know what you're getting into.
>> You have to know exactly because if
you're a guarantor, you you can help
this guy, this guy. Eventually it
accumulates where if you let's say
you're going to need financing for your
child and you're exposed in a lot more
places than you should be, it's going to
hurt you.
>> This episode of the Let's Talk Business
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>> You remind me a story. One day I woke
up, it was years ago, um, and you know,
[clears throat] I come out in the
morning and and I'm looking for my car.
And it's not I remember where I parked.
And then I said, "You know what? Maybe I
forgot where I parked." And I'm starting
to remember, going this side of the
block, that block, my car is not there.
And somebody says, "You could check if
it was towed or something." I thought
maybe it's no park No, it's it's a you
you're allowed to park.
Ends up to be that I was, um, a signer
on
a former employee by me that needed a
co-signer for his for his
lease. I signed, he had tickets, they
towed my car.
>> [laughter]
>> See that?
>> [gasps]
>> Okay. So that was a lesson on that.
>> So now we have another story.
>> No, I still I just you just reminded me
of that story. It was years ago, but
but again, you could do hesed. You could
do
what
know what you're getting into. And plus
I'll just mention for people that are
listening to this obviously
within the community is sometimes these
things could also be a huge ribashala
because the bank is borrowing money on
that on that name
which ultimately he's responsible for
the for for the interest. And and just
consult with a roof as far as even if
you do it, just consult with a roof. I
recently found out about a mortgage on a
huge construction part where there were
two partners and one partner didn't have
good credit. So he said, you know, take
the mortgage in you and then we'll have
like a star that we're partners.
>> Right.
>> And the roof said that
>> is is exposed for the interest.
>> For the full interest. So that's a
you're basically borrowing for your
partner on without without a heter iska.
>> Yep.
>> So let's get into our topic today and
you know, there's a lot we covered a lot
and I think this is I left the the best
for the for the last.
So
we're going I'm going to divide the
topic today's topic in in two. Let's see
how much based on the time we have. So
first I want to I want to speak about
the topic of unfortunately we see a lot
of people are building a liability
versus an asset.
They're building themselves a job versus
wealth.
I want to I want to from an accountant
perspective the value you've seen a lot
of exits. You have worked with companies
that actually work towards an exit.
Give us a that accountants view as far
as you know, you could make a living for
x amount of years, but at the end of the
day if you don't have x y z you're not
building a wealth. You're not building
an asset that you could leave for your
kids or for future for a sale. Give us
the fundamentals around that.
Then I want to speak about a very
important topic that came up a lot
through the the the engagement with the
people listening to the series was about
partnerships.
I'm not going to cover everything, but
some
some of the fundamentals about
partnership. But first, let's speak
about
how do you go from a job liability to
building real wealth?
>> Right. Uh building real wealth and we're
just focused on specifically a business,
right? We're not
>> Yeah, we're not talking about real
estate or anything that you're building
that's just making you income. It's the
business. The business should be a piece
of wealth, an asset.
>> The the first mindset one should have is
that if their primary source of income
is their business,
chances are it's the most valuable asset
that they have.
Which needs the most
>> Could be the most valuable
>> the most valuable asset that they have,
at least from a financial standpoint. It
has to be nurtured.
It has to be taken care of.
Uh you have to have your involvement
uh and complete focus on getting this
uh asset to grow. As it grows and it
makes more money, you're developing
wealth in two parts. Number one is
you're making more money, which you can
then do other
other things with, other investments.
And number two, it's increasing the
value of your business, right?
So, depending on what somebody's plan
is, somebody may have a long-term plan
and somebody may have a more
shorter-term plan. So, let's say
somebody has a plan that I want to build
this company so that in 5 years from now
I should be able to sell it.
That's one strategy. Another another
strategy would be I want to build a
company so that I should have something
to give to the next generation, which is
a much more much longer a longer
strategy. And depending on which
strategy
uh you're looking to do,
uh you have to run your business
differently. So, as an example,
uh for you to sell your company down the
line. Chances are
if you have a lot more market share,
i.e. you have sales in various different
regions in the country or whatever it
is,
it becomes an attractive company, right?
So, there your drive is to expand and
increase your sales, um uh have the
products, um broaden the base of
products, broaden the regions in where
you're servicing so that there is an
attraction for a company that has its
tentacles, so to speak, across
you know, across many regions, where
let's say somebody is out in the west
that is in a similar business as you and
they want some they want a company that
has a footprint more in the northeast or
east, right? For them it's attractive to
buy your company because then they can
uh
have, you know,
>> another another market another piece of
the market.
>> you want to make sure that you build
your infrastructure so that the machine
can operate on its own. What I mean by
that is the machine doesn't operate its
own, but you're creating pieces within
your business, departments,
uh the leadership,
uh decision-making.
You develop the different different uh
components of your business and and make
it solid. The financial reporting,
um the the logistics,
uh the purchasing department, the uh
sales force, whatever components you're
building into the business. Although
there is a cost that uh that uh this
this takes that comes along with it, but
you're investing in the infrastructure
your company again makes it attractive.
So, you know for yourself, I'm spending
a lot of money, but my end goal is I
don't have to make a lot of money now,
right? But at least I'm building an
asset that potentially I can sell it for
a lot of money. And then on the long
term long long term strategy is the more
as you build meaning my goal is not to
just expand in revenue locations slowly
slowly. I solidify this region or this
product, move to the next. You build
slowly slowly slowly which then requires
you to create certain teams within your
company, but that's a much more slower
build so to speak, but your business
becomes more and more solid where you
can say established in 1976 or whatever
however far back it is, but as the
business is uh has a reputation and a
and a name
which again is recognizable
uh increases its value where you may
bring children into the business to
continue that,
uh but you want to just have the pieces
in place for the long haul.
>> Mhm.
I just want to add, you know, this
there's a line that I've I've I've used
a lot when I work with businesses is you
you you have people that you work for
the business or you want to have the
business working for you.
I think it's a very strong line. It it
sounds like just a cheesy line, but
there's so much in it. Yeah. You could
constantly work for the business or you
could have the business work for you
which actually makes the difference
between a liability and an asset.
>> To that example, I've had a story where
I was at a client um
uh
and I was watching him.
>> Mhm.
>> Was it him? He was on the phone with I
think it was Verizon or something where
there was an issue with the with the
bills and whatever. He was on hold for
15-20 minutes or whatever, but then he
got it done.
Puts down the phone and he says,
"Simeon,
that's what happens. Persistence. A
dollar is a dollar, right? You're not
going to
And he he got it taken care of. $187
issue."
I say, "I don't understand. You have an
inventory of time
every day. 8-hour day, 10-hour day,
right? The value of your time
is worth more than $187. You can be You
can micromanage,
but when you micromanage and you you you
don't have the ability to back up and
look at the big picture,
you're going to be limited, right? Have
people to rely on. Delegate. Learn how
to delegate. Um
uh
because if you're going to be a control
freak and everything has to run through
you,
then the business the business's
capability of growing will be limited as
to what you can handle. So, part of it
is like you said that a person wants to
be an employer employee of his company
all his life on that. Obviously, you got
to make that decision. And you have to
set up functions that can be handled by
others so that you can back up and look
at the overall picture and also have
some say in it, some some
>> So, there's a very common very very
successful book out there that highly
recommend for people to to to read it.
It's called Built to Sell.
And the premise of the book is how to
set up your company if you want to exit
eventually, if you want to sell it.
However,
what really stuck with me is the
beginning of the book is
that you may think this book is not for
you because you're not planning to sell
the business. You're planning to keep it
for yourself. You're planning to leave
it for your kids.
That's the mistake. That's the mindset I
wanted to bring you into.
That even if you want to keep it for
yourself, even if you want to leave it
for your kids, if you build it with a
foundation of an exit, you're going to
emphasize on certain pieces of the
business that's important. You shouldn't
become the slave of the business.
>> That's right. In other words, like my
what you're saying is that doesn't
necessarily mean that I want to sell it,
but I want to build it in a way that
it's a it's a saleable business.
>> Yeah. Right?
>> Yeah, and and and I think the the the
obvious is what you mentioned before,
but I think for our listeners to really
get into it is go through a week of your
life. If you're the business owner,
and see if if you go for a vacation for
a week,
how many times do you have to be pulled
back into the business? Or you come
back, what type of decisions weren't
made because you weren't here? That's
the places where you could hooked you
could have checks and balances to see
are you
you know, sucked into the business and
the business cannot live without you?
>> Right.
>> In which that's usually the that's
usually the foundation of the
conversation.
Um let's let's in again that SOPs and
delegation and teams which we'll get
into it, but let me just for you know,
to to put things in perspective
based on the the the exits that um
you and your team have been doing for
companies and what you've seen in these
conversations
what increases valuation? Which of the
components in a business will increase
the valuation the overall valuation to
make it more attractive for somebody to
say, you know what?
I let me look into buying this business
or when when the valuation
>> it it depends on what what the business
is obviously, right? So, there's no one
rule.
Um and then I'll explain to you what I
mean by that.
Uh if you have a business
and again
>> Yeah, I'm not talking about if it
there's synergy like you said before
like I I we just want to get customers
from the East Coast versus the West
Coast. I'm talking about somebody just
out there for business broker to say I'm
I could sell this business.
>> Right. So, most sales go on a multiple
of your EBITDA.
>> You want to explain what EBITDA is?
>> EBITDA is your earnings
uh your earnings be before income taxes,
depreciation uh sorry, your the earnings
before interest
um
uh interest expense,
uh taxes, depreciation, amortization,
which is in essence your operating
income cuz depreciation and interest is
really a side expense that you have
because of
uh so, they take that
they may look at an average over the
past 2 years, 3 years, last 12 months,
whatever they look at
and they pay you a multiple uh of that
>> number
>> of that number. Depending on the
industry, depending on what it is that
you're selling, what what value your
company has, they may pay three times,
six times, 10 times, 15 times. It all
depends on and the way potential buyer
looks at it is
if it's say a hedge fund that's has
capital and they want to make
investments.
>> They need to deploy it.
>> And they need to deploy it. So, they
have a model where they have to have a
certain amount of return on what they're
what what they're investing. So, they
gave a multiple where they know that the
business is going to be generating over
the next five years X profit, which is
going to give them the return that they
want.
And then you have
you know, you have people that they just
want to buy a business that's going to
give them, you know, that that buying it
because they want to have a business
that's going to give them profit.
And then they have to calculate in their
mind
in how many years do I expect to get
back my investment, right? So,
that's why the multiple is why why you
go on a multiple and also depends on
what the multiple is. Uh
but where you do get high multiples is
when when there is a where you have a
certain value that strategically is
worth a lot for someone else, which
means that maybe your profits are not
great, but with your concept or with
your
proprietary
software or
product or whatever it is where somebody
says if I had that, I can do so much
more with it, right? If only I had that,
that gives a reason that gives a person
reason to pay you a higher multiple,
even though I'm not buying it
necessarily for the product. I'm buying
it I'm not buying it for the profits.
I'm buying it for the infrastructure,
the assets cuz I can do so much more
with it.
So, it depends on who the buyer and the
seller is
and and depending on what your business
is, you want to strategically
uh yourself up for that. If you know
that your business has a uniqueness to
it, right? Then you want to
um build that uniqueness, hone into it.
So, the more uh
the more um revenue you have and the
more customers you have and
uh you know, it becomes more and more
attractive.
>> Mhm. Also, predictability. Like if if if
it's a predictable business that uh you
know, obviously the the buyer
potentially looks at it as a less of a
riskier um
>> Right.
>> terms of
>> Correct.
>> Got it. Um in terms of in terms of the
setting up a financial team. So, I want
to touch on that because you mentioned
before about the better infrastructure
you have is decision-making with the
people in-house,
less dependent on the owner,
there's more value to the company. So,
this the this is something that I've can
came up many times as throughout the
series or people just would reach out to
me in general about the question.
So, a small business owner is used to
having a bookkeeper,
okay? Then they they maybe have a data
entry person for for you know, AP AR.
There's also the term
I think I need a controller, I need a
CFO, fractional CFO, accountant. How do
How do you see the the the the the you
know, each person and what what are they
bringing to the table? Like what are the
different functions of these things?
>> I
Aside from getting to the function, you
ask yourself
if your question is on what each
function is or when someone says I need
it.
>> let's let's quickly speak about the
functions.
>> So, the function is a a book a
bookkeeper technically is um
a bookkeeper is
someone that enters in you know, that
keeps the that that enters in the
transactions in the book and keeps track
of you know, whatever it is. Maybe does
bank recs and
and basically data entry and making sure
it's all up to date, etc. Uh then you
have a controller which is on a higher
level that sort of has may have a
bookkeeper under them to help them
making sure that they get, you know, all
the information in there and then
the controller would, let's say,
deal with the the bank
where you know, they have to borrow from
the bank and make sure the payments are
out, make sure that that their
that the collections are being
are being made, your vendors' bills are
being paid, you know, and sort of
owns, you know, owns the department
on that level. A CFO is a more higher
level. Think of it more of of close to
the executive level, right? Which is the
CFO at the end of the day reports or has
ownership of all finance in the company
and reports to the owners, right? So,
the CFO is sort of on top of everything,
which means that when
the business has to make certain
decisions, either we got to make more
investment, we want to expand, we want
to buy another location, the CFO wants
to be able to make that decision based
on information on the ground, right? So,
and he helps the owners make those
decisions. Uh he wants to make sure that
the data he's he's getting or the
financials that he's getting
are true, right? That he can rely on it.
Uh so, that's more of a higher level
and this is for the point of where a
business owner, you know, finance is not
my strength. I'm good at what I do. I
need somebody at my level on the finance
side. So, the CFO would be the finance
brain that the owner doesn't have that
he has at at at his level.
>> More more with the with the proactive um
forecasting and understanding where you
would
>> They would be obviously a CFO utilizes
the finance team,
you know, to assist with with getting
the information and how he wants to see
the information or what assumptions he
wants to make, whatever it is, but
>> So, so which which level of a company
like where does a company need to be to
decide, okay, I need to I I outgrew just
a bookkeeper, I need a controller, or I
need a CFO?
>> there's no rule of thumb, where okay,
I'm in business for a year, check, now
we got to get doesn't work like that.
>> One thing that keeps on coming up on
these episodes is all about cash flow
and financing for businesses. Now, if
you're a growing business, you sometimes
have a cash crunch. Why? You're
investing in infrastructure, inventory,
and or sometimes you just want to have
something available. That's called a
line of credit.
For lines of credit, I wanted to
introduce you to my friend Moshi from
Capitalize. He is somebody I've known
personally. I've recommended him for
many many businesses when it comes to
businesses line of credit. So, if you
are looking to have a line of credit
available for your business, or maybe
you have a need immediately um in order
to expand and grow your business, reach
out to Moshi. Go to ptaxgroup.com/loans,
where you're going to be directed to
Moshi directly, and he will actually
guide you through the process, tell you
your options, see what's available, and
ultimately help you to the finish line.
Remember, financing and loans, you have
to be responsible how you use it. We
spoke about it on the podcast, and we'll
continue to speak about it. But, if you
need it, or you want to have it
available for reserve, reach out to
Moshi. Again, ptaxgroup.com/loans,
where you'll speak to Moshi, and when
you speak to him, make sure to tell him
that Manny Heff Me sent you.
>> Uh there is a natural
progression that happens, which is as
your business become obviously when
you're a simple business, you can a
bookkeeper would be just good enough.
Eventually, the business becomes more
and more complex, and there's a lot
going on, where you have to have a team
of people handling it. Right? Now that I
have a team of people handling it, and
everybody has their function,
how How somebody manage the finance
team, right? So, you have the controller
who's on top of the finance team, make
sure the receivables, accounts payable,
payroll, human resources, whatever
whatever is there. So, there's somebody
that has to sort of manage the finance
team, right? Now that we have the
finance team in place, right? Over time,
and this goes over time. Oh, I have a
bookkeeper. I need somebody else because
she's handling or he's handling too
much. I need somebody for collections
and receivables. Now you hire somebody.
So, now you start started to build
another part of that team. And then
eventually you say, "Okay, now I have
five people that are doing different
things, but who can I who who can come
here
make sure the systems are working right
and tie everything together?" So, that's
where the controller would come in. And
then let's say you need now at the next
level where you need to make business
decisions and the controller is good at
what he's doing, but he doesn't
necessarily have the business sense to
help me with my decisions strategically
or planning or whatever it is, then you
want to bring in a a higher-level CFO
that sort of looks at it from a from a
from a much higher level.
Right? But it's a progression. It's not
like when do I need when
if your business grows and things are
falling through the cracks, you'll know
that you're missing certain links. And
then you're going to want to fill those
links.
>> Got it. And I I think what's now it's
it's it's a little bit more accessible
because there's the concept of a
fractional CFOs which if if you're a
smaller company
>> that's something that that small
companies can really utilize where you
have professionals out there that have
CFO experience
that your company cannot afford a or
doesn't necessarily need on a full-time
business a full-time CFO. There are
professionals that you can
engage. They come in once a month, twice
a month, or whatever the agreement is
where they have the experience and you
literally have a CFO at your beck and
call when you don't necessarily have to
have it as a full-time position. So,
it's something definitely to look at.
But before you look at it, other than
the title CFO,
you have to really you have to really
have the need for it, not because, you
know, I can say I have a CFO if you
Correct. You don't understand that.
>> Yeah. I I I think I think what I what
I've seen in the past, the simple the
simple um
the simple way of looking at it from a
different lens is the bookkeeper is
usually reactive. Things that already
happened that need to be entered.
The controller is more active, so he has
a good grip on stuff happening. And the
CFO is the is the proactive in terms of
forward thinking, planning, strategic
decisions that are not yet in the
business, but we need to see where from
the lens that where we are and where we
want to go and see how these things
match up.
Got it. Okay, so let's talk about the
topic of partnership. Um
again, disclaimer, every situation is
different, but a little bit fundamentals
you've seen a lot, I've seen a lot in
terms of a general partnership is
what should a business owners think
before entering with the partner like
taking a partner in the first place?
>> Uh
actually, this is this is a subject
matter that I feel passionate about.
Uh the reason for it is that, you know,
everybody in their business wants wants
an opportunity to
uh you know, to sort of take a break
from what it is that they do on a daily
basis and um do something else.
>> Mhm.
>> Uh
when when it comes to partnerships, the
reason why it's me taking a break,
assuming that I'm dealing with these
issues, is because it's not an
accounting function.
It's a simple relationship function. You
have two people
that have a relationship, i.e. a
business relationship, and they're in
partnership, and issues may come up, you
know, and you're dealing with uh there's
a personality
um uh there are personality issues and
um and there may be no issues, but they
just want to make sure that they have a
sound partnership, you
>> You so that's something that's
not really accounting related. The fact
that you have an accounting background,
so on the financial end you can be very
helpful in how to structure it. Um
knowing having experience of clients
that are in partnerships where issues
may come up or have come up that you
utilize that experience towards
um these individuals, you know, to help
them um is is something that that is
very um
rewarding when you can accomplish
something. Uh but getting to that, you
know, it would be very very important to
discuss the concept.
>> Sure.
>> And what it is that that uh
uh you know, people should should look
out for.
Um so I would say, let's go with the
assumption that there is a partnership.
What I mean to say is that there's two
people that are in business together.
Not going to get into the subject of
I'm in business on my own, should I take
in a partner or not, right? Which is a a
different discussion. But let's assume
at And again,
>> Well, let's let's let's let's
>> You want to You want to go there? Okay.
>> I'll tell you because because this
question has come up, I would say at
at least once or twice a month it comes
up it's
on startups. Sometimes even on people
that are successful that just feel that
they they just can't can't do it on
their own.
>> Right.
>> And and this question comes always up
and there are people that said, you know
what, I asked my father, I asked my my
share and he told me, "No, don't take a
partner because 10 years ago Zady had a
partner and it didn't didn't work out
and stuff like that."
>> I do believe and again, this is my
personal preference that everybody has
certain places where they shine and
certain places where they don't.
And sometimes
that places where they don't shine, they
could actually take an employee to fill.
Sometimes the nothing will replace a
owner
>> Right.
>> in that seat.
>> Right. Right.
>> So something you have to know yourself,
could I survive the lows and the highs
on my own?
>> Right.
>> So I think that alone is is I'm not
going to we're not going to go into much
detail on that.
But, I do want to just not not ignore
the topic that if you feel that that in
order to bring out the best of yourself
will only happen with a partner and the
partners complement each other not only
now, even eventually when we're going to
split up what the responsibilities are.
>> Right.
>> Then go for it.
We're not talking about investment
partnership. We're talking about working
partners.
>> Right. So, that definitely is definitely
is a plus where
if somebody know and again, let's say
there's a business concept or whatever
it is and they know what their
limitations are
and they have a friend or they're aware
of somebody that has certain talents
that can be very complementary
>> Mhm.
>> to this business and like you say, so go
hire somebody. The that could be an
angle. The problem is that when you hire
somebody
you're still the owner and the
responsibility the business completely
relies on you
now.
The buck stops here as they say, right?
That's ultimately your responsibility.
It is helpful or it
takes away some of your stress where
certain responsibilities that you may
not be good at, you have a partner that
that is their function and that they
handle.
>> Mhm.
>> And like you say, I can shine in my side
and you can shine in your side and then
when we work together you know, it it's
a good recipe for success. Obviously,
that may be a very very very very good
move.
>> I actually just I just I want to share
because I think it's important for the
listeners to hear this. I recently had a
story that I brought together two people
in the same line.
One is a phenomenal sales guy. He
doesn't want to do anything back end.
The other guy only wants to back end and
he had an issue for the last 3 years in
his business on sales.
>> Right.
>> And it's the best shoulder possible
because everybody's in their zone.
Matter of fact,
they have an issue nowadays that they
can't keep up on growth because the
sales guy is is shining just bringing
sales. Operation wasn't used to to that
level of
>> Like they say the recipe the recipe for
a good partnership is if 1 + 1 = 2
>> then then you get a lot of crap.
>> right? If 1 + 1 = 3, 4, or 5, then
obviously obviously it would be the
right move.
>> Okay, so let's go back let's go back. So
I just want to get it out of the way
that that that alone is a conversation
of its own, but it's it's it's not a
one-way um
>> No.
>> It you know, it has you have to know
where you're coming from, what your
strengths are, what your weaknesses are,
and see if the answer to that is that is
the partner.
>> Correct. Correct.
>> So let's go back to your chain of
thought which you said assuming there is
a two people getting together.
>> the question is
got to put together a partnership
agreement. When is the right time to do
it?
Right?
>> Yeah.
>> Many times I've seen
that there was no solid a partnership
agreement and then when they came to me
to sort of work it out was after their
after they're started some sort of
I'm not going to say dispute, but
certain disagreements or certain
philosophies and how the business should
should go in which direction. And being
that we're not
on the same page, we got to put together
a partnership agreement and avoid
problems.
>> Lack of alignment.
>> Lack of alignment so to speak.
Uh to do it at that time is doable, but
it's a lot more difficult. Um
the best time to
to put together a partnership agreement
which can deal with very very sensitive
issues is when everybody is on the same
page and we love each other and we have
the best relationship. The fact that you
have an agreement it's not meaning and
the agreement can have discussions about
buyouts and splits and all that stuff.
Me buy splits I mean we're we're we're
we're
>> We're just barely sliding away.
>> And we love each other and this is going
to be great. That is the best time to to
actually put it together because then
you have
you have the
you know you have the relationship where
you can deal with sensitive issues and
then nail it down and then take the
agreement put it into a safe and
hopefully you'll never have to go back
to it but that's usually the best time
for for you to do it.
And then the question is
what's the mean? What's a partnership
agreement? What should I address? What
what I mean we're partners it's 50/50 we
have to put in money you put in 50 you
put in 50 we share the profits 50/50
what else is there?
So there is a lot of a lot of components
that one should consider to at least
discuss and come to terms with which
down the line in 10 15 years from now
could be a problem unless you take care
of it early on.
>> So what are what are the highlights of
those things that are usually go into
such agreement without going into every
nitty-gritty?
>> So
the one very important thing of a
partnership and we touched it but it
should really be solidified. So when we
say that a partner
has a certain function and duty
versus the other partner has their
function and duty and like we say that
each one has their own talent
document as far as what
each one's responsibility is. If you
don't document it then it could become a
who's going to take care of it? No you
should take care of it. Oh that's not
something that I do you should take care
of it. Right? It becomes that. So to
understand what each partner's function
is with within the business and
obviously you want to set that up based
on each partner's specific talents
right? A different thing that you you
you have to take into account is if the
business is going to have to have money
right? Be very clear as to how how that
happens.
You want to set
decision making
with regards to in other words what
authority does one partner have over the
do I have to go to my partner for every
decision?
I mean, do we have to have a meeting, a
board meeting because I got to decide on
this and that? So, you want to set the
the threshold as far as where I'm in my
authority to do A, B, and C, and I have
to necessarily say obviously the partner
trusts me because our interests are in
line. I want the business to be
successful. So, that has to be spelled
out. Uh you may want to spell out if uh
in the future you want to bring children
into the business, right?
Set that up early. I want guy has One
guy wants to bring two children into One
child Set Set up what the what the what
the
parameters are.
>> I've seen partnerships where you can't
employ any of your children, right? Uh
>> I actually had had this conversation not
to to derail the conversation, but I had
this conversation with uh with a very
smart guy years ago, and he said we
spoke about a partnership about uh third
party,
and that was the sticking point about
the kids. He says, "You know what? I
feel bad because this always comes up as
one of the things when partners come up,
and then most of the partners decide
okay, no kids or something like that."
And he's building a
>> sense, that's how you do it.
>> He wants to leave a legacy for his kids,
and all of a sudden that's a
>> partnerships can can change, right?
>> Yeah.
>> They may say you can employ your
child, but you can't give shares away to
a child or whatever it is.
>> Again, I've seen companies where they
had a rule no children in the business,
>> And eventually things change.
>> things change because they had talented
children, right? So, but again, you it
has to be discussed.
>> Mhm.
>> Um if has to show
a partner you know,
>> That's injured or sick.
>> injured or sick, right? Or passes away.
What is What happens now? Um I'm not
talking about the situation where a
partner embezzles the business as
opposed to you know,
how to deal with it. Um Uh you know,
these things these these things have to
be discussed, and where we really run
into problems I have seen, especially
when somebody's been in partnership for
quite some years, right? Where there is
one partner that's the workaholic.
And they're putting in 12, 13, 14 hours
a day.
The other partner is doing their
function, but they're more of
9:00 to 5:00, I'm doing my thing, etc.
Where the frustration starts not really
between partner and partner. You can
have
the family of the workaholic
complaining. Like, I don't understand.
Why you you're never home.
You're a 50/50 partner, he's home, he
goes on vacation, he has a life, you're
working for Yanam. You know, it can
become a can become a
>> Yeah.
>> uh
friction in in that component. So,
that's many times I deal with such
issues where we have to then
create a and again, once you're 50/50 or
whatever the partnership is, there's no
way out of it, right?
>> Yeah.
>> There's a buyout, right?
>> Mhm.
>> So, how do you deal with it? So, you
have to equalize or level the playing
field
so that at least the partner that's
putting in the work
uh can't complain. Yeah.
You know, [clears throat] but
>> But by the way, on that, I'm I'm I'm
curious to see how how you um
respond to some of that, but I've I've
worked on certain partnerships where
we we knew the going in that this is
going to happen. This guy is a
workaholic and this guy is just
desperate for a partner and the other
guy will add value, but more high-level
not not everyday. So, we split it up the
the you know, the dividends of
partnership and then salary. So, we
said, you know what?
>> That's definitely that's that's one
tool. At least you're getting paid for
your
>> 50/50 on the on the dividends, but I'm
getting extra paid, so I'm taking out
extra hundreds or whatever 200 whatever
the depending on your role
to to to make up for the extra effort or
hours.
>> where there's a money partner that says,
I'm a money partner, I took the risk,
you're the one that's active in the
you're getting paid with your profits.
>> Mhm.
>> To which the person is saying, "Yeah,
profits is profits. I should be paid for
my work. If I'm not here, then somebody
>> Somebody else would have to come in,
yeah.
>> Right? And then the part then the money
investor says, "So, how am I getting
paid, right? I put in the risk." So, you
can work it out where he gets a salary,
he gets a preferred return on the money
that he invested. So, now you're getting
paid for your money.
>> Mhm.
>> There's different ways to level the
playing field, but you want to you want
to set it up in a way where one can have
a complaint against the other.
>> Let me ask you,
because you mentioned it before about
certain things in a relationship
something change. We also see it like I
sometimes see two two people just
starting off a business
and they're now busy like for a month
about a partnership agreement. And
sometimes they'll
I'll speak to them and I'll say, "You
know what? You don't even know if the
business will be exactly what you're
planning it to be
and you're busy now with every scenario.
So,
I sometimes advise people to do
something preliminary for the first 6
months or 12 months and then in part of
that agreement is by month 12, if we
continue
>> makes that makes sense. And then again,
I'm not I'm not saying do a partnership
agreement, you going into business, do
it today.
>> Yeah.
>> You don't know where it's where it's
leading, but early on in the partnership
when things are moving in the right
direction and you're growing and
everybody is sort of filled their
their position in the company and you
can you have the ability to foresee
certain issues or whatever, you do it at
that time.
>> Um there's one thing I
I like sharing when we speak about this
topic is
I've seen and I want to hear your take
on it. Um I've seen just about
partnerships break up when the business
is successful just as many times as when
the business is not successful. Like the
the human nature says things are not
working out and therefore partners have
a get into friction.
I've seen equally or even more times
when the business is actually booming.
And that's where the one partner versus
the other partner starting to see I'm
adding all the value, you're not and
stuff like that.
I've seen the same thing.
>> where the frustration happens where at
the end of the day the partner
one partner gets more credit for the
growth and the other one is sort of
sitting around. But a partnership is a
partnership. You have You have a choice.
You buy him out. And what are the terms
of buying out?
>> Also should be clear and defined.
>> in the partnership.
>> What are What are the biggest financial
uh mistakes you've seen partners make
from the get-go? Like we spoke about one
of them, understanding like long-term
who's investing in a business. We spoke
about uh
>> Uh the problem that I have that I that I
see um often, let's first put the one
one issue, let's get it out of the way,
which is for whatever reason one partner
is sort of taking out too more money
than the other partner.
>> Okay.
>> Right?
Um
So, that's an issue.
>> Mhm.
>> If
partners have to have a husband have to
have a schedule, make I call it a black
book. Have a black book, as they
[clears throat] say, for memory's sake.
We have no issues. Got it. No issues.
Especially you find it with family
members where two brothers in a
business, they trust each other, they
love each other, but at the end of the
day for memory's sake, the money is
accounted. For memory's sake, have a
ledger where you where you have uh uh
a column for each one and you know
exactly where you're up to.
Just so in the event in the future,
you'll need to know. You have that
information.
I've had a situation where there was two
partners.
Uh they want they hired us to do a
forensic. Um one partner accused the
other one that the other one took out
much more money. They hired us to do a
forensic job going back 20 years.
>> Woah.
>> Uh 20 years. Once he didn't trust him,
this and that, we we did the forensics.
It came out
and the other partner complained that
I'm spending money and whatever you
don't trust me. Came out that the
partner that made the accusation
had taken out more money than the other
one. And he told us, "Okay, you can stop
with the forensic job." And the other
one that didn't even hire us says, "No,
no, no, no, no. You go ahead. You
continue until you get to the end."
Bottom line is, you don't need a
forensic accountant to come in and make
that calculation. Keep a book just for
memory's sake and have a trust, right?
Yes, I took out more, but we know how
much more, right?
>> I I I got to mention this. When I was a
kid, I used to go to my father. He had a
knitting factory.
Um those days like uh hundreds of
knitters like before before stuff was
ex- um you know, exported to China.
And I I I as a kid I loved like uh um
you know, office supplies and stuff like
that. So, there was like a closet of
office supply. At one time, I still
remember I I went to the closet and I
said, "Um tatty, I want to take a
stapler with staples." He says, "You
can't. I have a partner in this business
and I'm not just taking supplies. It
belongs to the business, not my
personal. I'll buy you. Here's a couple
of dollars." It taught me a lesson.
Like, that's how you have to look at
your business. If you have a partner and
if everything is 50/50, again,
you're living a relationship with that
that's that was just a principle from
the from the older generation. But in
general, what we're speaking about it's
a very important topic.
>> a funny story. I don't know if I should
say it, but I I I figured I'd say it.
>> [laughter]
>> Um I'm a partner with um I have a
partnership in the firm together with my
father. Um and we obviously have our
arrangement with how part how um
you know, what share the profits are and
etc.
And we treat ourselves, you know, it's
obviously a father and son relationship,
but the trust level is to the top,
right? And it's an admirable to see how
how we're very very um concise as far as
how the fish burners are and and uh etc.
There was once a situation that was like
12 years ago.
Um where I got the calculations and the
I run the numbers and I see that my you
know, for some reason my father was off
by
not a big amount.
Couple of three, four thousand dollars.
But I noticed it.
Now what do I do?
Do I go and say, "Hey,
you made a mistake. It's my father and
it's $3,000. But on the other hand, he
may find a mistake and then say
>> Bother him even more that you didn't say
>> I didn't you come to me or why didn't
you notice it? Do you review the cash
register or whatever it is? I was in a
rock and a hard place. What do I How
would you handle that situation?
>> So, I'll answer with another story.
Uh there was once a guy that that um
that came to his boss and he said, "My
paycheck is off with $170."
And the boss said,
"Last week it was I gave you
extra $170. You didn't tell me. Says the
first time you made a mistake, I
couldn't I couldn't care, but it's but
it's twice that you made a mistake.
[laughter]
I have to have to bring it to your
attention."
>> So, at my end I was thinking what am I
supposed to do?
>> But the short answer is that is I'm
bringing
>> I should tell him, right?
>> Bring it to your attention just because
it strengthens the relationship. It
doesn't diminish the relationship.
>> I made the calcu- I took a piece of
paper. I ran his calculation, my
calculation showing the difference on a
piece of paper.
I folded the paper. And I knew that in
his desk he had a Webster Dictionary
like a pocket dictionary.
I stuck the paper in.
That's it. And lo and behold, a month
later he came calling me at the office.
He says, "So,
sit me and I I noticed by the way that I
made a mistake."
So, I say, "Could you open your drawer?"
He opens the drawer. I say, "Pull out
the dictionary." He takes out the
dictionary.
>> It's there.
>> Wow.
>> The way I did it was I accomplished
both. A, I didn't have to tell him. And
second of all, when he
>> He notices it.
>> noticed it, so at least he knows that
also knows
>> Beautiful. Beautiful.
So, I want to I want to speak about two
more um topics related to partnership.
One is um
um and and it's becoming even a bigger
issue what I'm seeing is where today
with ChatGPT and all the other AI tools,
people um neglect
taking legal advice or taking
professional advice, let's call it, and
they're just saying, "Oh, we could do a
partnership. Let me go to ChatGPT, put
in the basic terms, spits out a a
What have you seen throughout the years?
What's the importance and how much
should a person spend on on a real
partnership agreement?
>> So, as I say um
um
It you you know, a penny penny What's
the expression? Pound foolish?
>> A penny cheap. Yeah.
>> Penny cheap a pound Um when it comes to
something that can affect your life,
a partnership agreement between your
between your partners, right? It's a
relationship, a business relationship,
which ultimately
would be a successful business
relationship.
That is a serious matter where you want
to have it done, and both parties should
agree to have it done the right way.
Doesn't mean you have to go to a large
Manhattan
firm, but you go to an attorney that has
experience
um that understands the culture,
understands the the people, and puts it
together. If you just want to check it
off your backs, then you can go on
Google and get the boilerplate and and
and and that's it. So, you have it,
right? Cuz the bank wants a part
partnership agreement so we have what
what to give them. But at the end of the
day, you want to spend uh the money, not
talking waste the money. You want to
spend the money in things that are
important.
When it comes to any Now, you may have
questions, legal questions that you can
technically search on your own, but when
you're dealing with an issue, a bank
loan document, right? Yeah, it's
boilerplate. It's not so boilerplate.
The bank's it's it's small for a reason,
and it's not so boilerplate.
You have to go through the process, and
you may have to spend a little money to
to get it done. But you have to know
where to spend and where not to spend.
When it comes to agreements,
you The only time you need the agreement
>> is when you need it.
>> is when you need it. And when you need
it, you want to make sure that you're
protected. If you're never going to need
it, you're right. So, don't spend the
money. So, then why need it to begin
with? You're obviously doing it if in
the event I will need it. So, you want
to make sure that it's drawn up in a way
that when you'll need it, you'll be
protected.
>> Yeah. There's this There's There's
saying out there for years I've heard it
um which is
if you make an agreement like a gentile,
you're going to live like a Jew.
If you make an agreement like a Jew,
you're going to live like a gentile.
Which means is if if you focus it's it's
sometimes hard because it's the
beginning of a relationship or it's it's
it's not a it's not an exciting moment
because any agreement will have this
back and forth.
And and and and but, if you have it, at
least you squared it away and you have
it
>> be aware that by dealing with it, they
shouldn't look at it as if
you know, like when you have a
there's the concept of a prenuptial
agreement. Here we're getting married,
you know,
and we're talking about a prenuptial.
So, you're already there's a trust
issue?
>> Yeah.
>> Again, when it comes to partnership, you
want to just say that for us to have a
healthy relationship,
>> a
>> we want to know that at least we set the
rules. And you set the rules, nothing
wrong in setting the rules.
>> Yeah. And again, I can't I can't
emphasize this enough that one is could
be the beginning if your mom is a
startup, beginning of of that you might
not have all the details you need. So,
you might have like a a period you make
a a basic agreement for the first 6 to
12 months and then eventually
>> it on your on your business plan, have a
timeline at some point to address it.
And obviously, the more you're in your
business, you know,
>> much more of the details.
>> with each other's parts and how the
business is going to to come up with a
good agreement, but you should take care
of it early.
>> Yeah. Now, I will I will close that that
a lot of
great partnership is mutual respect.
You could have the the most amazing
partner on books on the books. You could
have the most amazing partnership
agreement.
But if there's there's no mutual
respect, eventually this is going to
fail. So, good partnership is
understanding we will have disagreement.
But we'll still mutually respect each
other.
>> And we we know we're going to we're
going to agree we're going to agree to
disagree at times and come up with ways
to figure it out. You're saying mutual
respect, there should also be trust.
>> Yep.
>> Trust, the same way you want to be
successful, your partner wants to be
successful. You may have a disagreement
how to get there, you work it out.
Um but uh
and then you have success.
>> Any final thoughts on the series of
finance, let's talk finance?
>> Yes, I guess this is the last episode.
>> For now.
>> For now, I think it was a it was a lot
of fun.
Um we tried to keep things um as simple
as possible, cover as much ground as we
were able to cover. I think we covered a
lot of ground over six six episodes. Um
and it really is a pleasure of mine to
share it my call it my knowledge, it's
really not I mean it's my knowledge, but
it's my experience. And if it could help
somebody else at least to put something
in someone's mind where they should
start asking questions.
>> Yeah.
>> And trust professionals.
Um ask the questions and don't do
everything on There's nothing wrong with
asking questions.
>> I will say this, um there's one question
I want the listeners to constantly ask
themself is, if you stepped away today
from your business,
are you leaving a job or are you leaving
an asset?
And if you have this question constantly
in your mind, you want to
listen again and again to these episodes
and make those changes because that's
actually makes it a change from a job to
an asset.
So, it was a pleasure and I know this
you know your time is valuable.
Um
I know there are people reached out to
me. I know we we link it in the show
notes. If people want to reach out to
you for a consultation to review what's
happening in their business or anybody
else in the firm, um are you open for
that?
>> Sure.
>> Okay, so um I know the snfco.com which
is the website. Um is there a direct
email address or something that
>> send their info at snfco.com.
>> Okay, or the phone number is
718-232-1111.
>> 1111. If you forget that number, then
>> go to snfco.com. Now, um I will tell you
this. Um most of the people in business
probably have an accountant. Sometimes
you want a professional advice for a
certain situation in your business.
Sometimes you want to discuss the
partnership you have outside of your
especially if you have an existing
accountant, you want to maybe have an
outside opinion about it.
Um
these are the places where you sometimes
want to reach out to Simeon or somebody
else in the firm just to have that
outside advice and then uh hopefully
um they could guide you to the proper um
the proper solutions. I also want to
thank you for listening. I want to tell
you there's a bunch of other series in
the in the making, so stay tuned for
that. I want to thank this um series um
sponsor which is Flow Digital and
Pipedrive. We spoke so much about data.
We spoke about knowing the the numbers
at your fingertip. Part of it start
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system in place. Don't rely on your
memory. Go to flow.digital/ltb
and you're going to have an exclusive
45-day trial plus the team of Flow
Digital to actually help you implement.
Thank you for listening and we'll see
you again the next series. This episode
of the Let's Talk Business podcast is
sponsored by Flow Digital and Pipedrive.
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And that's a wrap for today's episode of
the Let's Talk Business podcast. I hope
you enjoyed the practical, no-nonsense
advice that our guest shared. If you
found value in listening, I would be so
grateful if you could share the episode
with your