Hacked…! If Only I Knew…!

As published July 8th 2021 CEOWorld Magazine:

It’s 2:43am when your buzzing [CEO] phone lights up on your night stand.  It’s been a good night’s sleep until now; sipping a Mai Tai under a windy palm on a perfect tropical island beach, what could go wrong? “Hello?” Your IT chief apologizes: “Sorry to wake you Boss. But we’ve been hacked. And I can’t get back in.”

Back in the 1940s computer systems were in their infancy, there was no software or fancy algorithms to help encrypt or decipher secret codes. The most notable cryptography device of the day was Germany’s World War II typewriter-style Enigma machine, which could scramble trillions of letter combinations using an electrical current to randomly spin alpha-numeric rotors. It took the combined efforts of allied spies, the capture of an Enigma machine, and the genius of Cambridge mathematician Alan Turning and colleagues’ calculating machine called the Bombe at Bletchley Park UK to crack the system. Countless Hollywood movies tell the tale well. Ok. So “what” you ask?

Well. Seventy years later by 2011 despite the expansive genius of the early crypto-machine era an updated and intensely modernized Enigma was soon upon us. Using the internet, genius software-designers began to perfect a new insidious tool to wreak havoc using infectious malware computer viruses with indelible names like CryptoLocker, ILoveYou, MyDoom, StormWorm and Slammer. Nobody cared. But then disguised and distributed as infected email files, once opened the “phishing” programs quickly infected the host, and locked access to computer files held for ransom. But unlike the Enigma there was no way to crack the code and get your files back. Welcome to ransomware, you’ve been hacked!

But not all criminals are pure evil. For a few hundred dollars you or a CEO/business owner just like you along with thousands of daily other victims could simply make a small payment to one of a hand-full of digital cash vendors at the time like Ukash, Paysafe, or MoneyPak to unlock your passcode key and files. Still, while these cyber-scams raked in millions of dollars, Ukash, Paysafe and MoneyPak were still banking intermediaries, middlemen who charged fees, tracked payments and had local and legal restrictions. Of course, like most thieves cyber thieves don’t like to have their hands tied behind them with easy money on the table.

Enter the rise of the Blockchain, a publicly stamped digital transaction ledger which allows users to authenticate and transfer digital files, or digital money without a middleman, anonymously. The innovative technology simultaneously gave birth to crypto-currencies, aka Bitcoin. And according to the history of ransomware laid out at Tech Beacon.com, given the growing advancements in and spread of infectious malware coupled with blockchain networks and the growing global acceptance of crypto-currencies like Bitcoin as a form of payment, needless to say, the welcome gates for cyber-criminals are wide open.

In the last two years cyber-attacks have dramatically increased, almost every day mostly from bad actors in Russia and China, not looking for glory or winning a war, or shutting down a pipeline, or closing a hospital or a government agency, rather it’s all about the money. According to a recent CyberCrime Magazine report ransomware is the fastest growing form of malware infecting a new online victim every few seconds, and extracting an estimated $20 billion in global ransom paid last year with US citizens and businesses paying close to $1 billion in cash.  

Who is Most Vulnerable?

In May 2021, a $1.3 billion-dollar east coast oil pipeline transport company, Colonial Pipeline, was hacked! The company was locked out of its own computer systems which in turn shutdown fuel flows to major airports and storage facilities from Texas to New York creating widespread panic gasoline buying along the east coast. Colonial Pipeline said it paid $4.4 million ransom in Bitcoins for the keys to its own data.  And while the FBI was able to recover some of the ransom in Bitcoin by secretly obtaining access to the thieves’ own passcode, “the attacks are going to get much worse,” says FBI Director Christopher Wray. A fortunate end for Colonial. But for JBS Foods the outcome wasn’t so lucky.

In June the CEO of meat giant JBS Foods, a $52 billion-dollar global meat processor announced that its computer systems had been hacked and held for ransom by an offshore criminal group. Despite its annual IT budget that topped $200 million, and an army of more than 800 IT staffers, the walls of Rome fell to the Vandals. This time without lifting a sword, or uttering a word the mighty JBS Foods was down, and it hurt. Their data had been co-opted and access encrypted by thugs who essentially shut down JBS meat operations in key facilities in the US, Canada and Australia. And unless JBS paid up, the hackers could put the giant out of business permanently, which begged the question to me: What would you do if your company got hacked for ransom?

“This was a very difficult decision to make for our company and for me personally,” said Andre Nogueira, CEO, JBS USA. “However, we felt this decision had to be made to prevent any potential risk for our customers.”

As reported, JBS Foods paid $11 million in ransom, meaning they got caught with their britches down despite the budget and staff. Some say they got off cheap, the damage could have cost tens of millions more.

Earlier this year the U.S. Justice Dept set up a cybersecurity task force to investigate the growing ransomware attacks and potential risks to America’s critical infrastructure, national security, and the use of cryptocurrencies in criminal activities. According to task force Deputy Director Lisa Monaco, in her June 7th DOJ news briefing the message to governments and corporations everywhere could not be more to the point:

“… the threat of severe ransomware attacks pose a clear and present danger to your organization, to your company, to your customers, to your shareholders, and to your long-term success. So, pay attention now. Invest resources now. Failure to do so could be the difference between being secure now, or a victim later.”

And she’s not overstating the size of the problem. NATO recently announced the alliance will step up efforts to combat increasing cyber threats to critical infrastructure from bad actor nations.

The trouble at home is clearly not enough smaller companies are getting the message. Despite eye-popping hair-on-fire ransomware payments making headlines these companies simply lack the sense of urgency and extra budget to secure their castle from the growing hordes of marauding cyber-hackers. And while larger corporations remain the primary targets for offshore ransomware attackers looking for bigger fish, the number of Johnny-come-lately cyber-crooks has exploded recently, targeting individual and small business computers everywhere.

According to the independent tech-review firm TechJury.net hackers are out of control:

  • Globally, 30,000 websites are hacked daily.
  • 64% of companies worldwide have experienced at least one form of a cyber attack.
  • There were 20M breached records in March 2021.
  • In 2020, ransomware cases grew by 150%.
  • Around 94% of all malware is spread through email.
  • Every 39 seconds, there is a new attack somewhere on the web.
  • An average of around 24,000 malicious mobile apps is blocked daily on the internet.

What to Do Now…

The US Dept of Commerce’s National Institute of Standards and Technology (NIST) Computer Security Resource Center has a first-step guide for business cybersecurity. They break down the approach into 5 key categories:

  1. Identify
  2. Protect
  3. Detect
  4. Respond
  5. Recover

I recommend you read this guide and familiarize yourself with a few simple fixes like 2-stage password authentication and limiting data access to employees that don’t need access, and training your employees on the important Dos & Don’ts and deadly dangers of random computer mouse-clicks. These are the fundamental success factors for most companies. But what about your insurance?

Cyber Security Business Insurance

No. Your general liability business insurance policy does not cover cyber-related losses. And no, you can’t buy standalone cyber liability insurance. It’s a newer insurance arena and is considered an add-on to your general liability policy coverage. But coverage is widely available, although payouts may be limited (eg: $1-5 million), or restricted to a narrow range of expenses incurred to recover from a cyber-related incident. More comprehensive policies however do include coverage for catastrophic business discontinuity and ransomware. So, it’s worth investigating.

Financial research firm Investopedia researched The 5 Best Cyber Insurance Companies of 2021 and lays out the pros and cons. Since the insurers are insuring against the financial fall-outs of a major data breach, they need to know how to stay up to date on new developments and they do so in part by working closely with IT security software firms like Symantec and Norton. As a result, despite policy payout limitations it could be a good place to start. Call your business insurance agent and know that your annual insurance premium is related to your company’s implementation level of recommended cyber-risk mitigation measures. The less protected you are the higher the premiums at first. But as you increase security levels premiums drop. The US government created the Cyber & Infrastructure Security Agency for impartial advice on buying CI.

Hiring a Cyber Security Firm

There are dozens of helpful cybersecurity consulting firms for hire on Google. But if you know you’re at risk and have only a few resources to help, you may benefit most from hiring a freelance cybersecurity consultant to get things started. A single expert can conduct a quick cybersecurity system review and provide a list of immediate remedial quick-fix suggestions to patch any obvious gaping vulnerabilities, while you work on a more comprehensive solution.

Taking the Leadership Role

Clearly as hacks and attacks increase with demand for remote data access proliferating post-Covid, so doubles the focus on IT security. We are just now witnessing the growing concerns of yet another cross-border public menace. And like the Coronavirus special attention must be given to mount a global defense against these attacks and to prevent their spread and infection. But until then, we’re all on our own. And while there is an abundance of cybersecurity YouTube videos to get you started, there is no replacement for intrepid leadership and a competent IT security team to step-up and develop a tailored defense plan post-haste.

Like the FBI, the Dept of Justice, the Commerce Dept and every IT professional I know, I advise you to take action right now, before you get hacked. Get a cybersecurity expert to review your strengths and weaknesses this week, before you go on vacation, and before you find yourself up early one morning buying expensive Bitcoins to pay faceless thugs for the keys to your own shop.

Make sense?


It’s 6:30am, 4 hours later at your office. You’re standing at the window in your daughter’s slippers, a new morning sun breaks the distant horizon. Your IT manager pops in.  “You ok Boss? We got the ransom down to $50 million.” You look down at the parking lot far below. “I was just wondering how far to the ground it is from here?”

Rick Andrade

About the author: Rick Andrade is an investment banker at Janas Associates in Pasadena, Ca, where he helps CEOs and business owners buy, sell, and finance middle-market companies. Rick earned his BA and MBA from UCLA, along with his Series 7, 63, & 79 FINRA securities licenses. He is also a CA Real Estate Broker, a volunteer SBA/SCORE instructor, and blogs at www.RickAndrade.com on issues important to business owners. He can be reached at RJA@JanasCorp.com. Please note this article is for informational purposes only and should not be considered in any way an offer to buy or sell a security. Securities are offered through JCC Capital Markets LL

Where is Everybody? Are Big Incentives the Only Way to Attract Good Workers Post-Covid?

By Rick Andrade – May 2021
As published at CEOWorld Magazine

It’s happening. America is reopening, and like a sprawling field of bright red poppies the post-Covid consumer is bursting with a renewed self-expression and ready to dance again experts say. Which is great news for the economy and business owners, except for one thing, finding willing workers is tough right now.

Back to the Future – office

As the massive U.S. Covid-19 vaccination roll-out campaign to date has already inoculated more than 100 million Americans, Harvard Business School Online sponsored a recent survey which asked 1500 home-bound workers how they felt about going back to the office after one year (March 2020 – March 2021). Turns out the results didn’t surprise anyone. 81% said they “prefer a hybrid schedule or not going back at all.” And only 18% said they wanted to return to the office full time. That’s less than 1 out of 5. Why? Too many workers adjusted to a life working from home, and they like it. And many simply don’t want their old jobs back. At least not the old way and are asking themselves: Why risk going back, getting sick when I’m safer at home and still getting paid? 

But it’s still not a utopia. Rumblings can be heard and widening cracks seen in the stay-at-home castle wall fortress. Lack of social interaction among peers, reduced networking options, and “Zoom fatigue” are among the growing issues that have only recently given some restless home-gamers second thoughts, and thus willing to hear a good back-to-the-office pitch.

To make matters worse adding to the widespread labor shortage are millions of laid off cave-dwellers suffering from the same maladies. Paid more at home collecting pandemic unemployment and stimulus checks, these unemployed hordes have shown little interest in getting back to work while the free money rolls in. And it’s expected to stay that way unless employers can grab their attention.

So, what do workers want post-Covid?

For starters they want every employer to recognize and have adapted their business practices to take every reasonable safeguard and precaution to protect employees from Covid. Anything less is a non-starter bringing into focus for employers a resounding obvious truth to a post-Covid workforce. After a year at home, employed or unemployed, workers need some serious motivation. And if you’re an employer desperately in need of staffers to service increasing sales post-Covid the message is loud and clear, go big or go home. Sound familiar?

In January 1914, in an all-out effort to stem worker turnover at the plant in Dearborn, Michigan and to incentivize new workers to join the payroll, Henry Ford doubled his automobile assembly line worker’s daily wage from less than $2.50 to $5.00/day. A shocking increase at the time. But it worked. Fast forward a hundred years later in April 2021 Jack Flanigan owner of the famous Crab Shack restaurant near Savannah, Georgia is so desperate for workers as the local news there reports that he’s offering new staff a $3,000 sign-on and stick around bonus. They need workers he says. And it’s working. In fact, new sign-on bonuses are popping up everywhere, on job boards too. ZipRecruiter for example saw a 50% increase in April topping 2.5 million help wanted listings with the search title: “Covid sign-on bonus.” SimplyHired saw a similar increase in the last 30 days.

With countless more Covid incentive stories emerging each day, pulling together the latest insights suggest that having the “right” new incentives can help motivate a growing restless home-bound couch-dweller back on his feet and rearing to go if you need one. But as every situation is different you’ll have to find your sweet spot by experimenting in what specifically works for your business model and the competitive landscape. Nevertheless, according to my research some companies are pulling out all the stops, while others are still asking employees what they want. The resulting middle ground incentive programs being tossed about by employers to lure workers back will give you some idea of what you’re up against:

  • New-hire and Return-to-Work bonus, or vaccination bonus
  • “Hybrid” office/home flex-work schedule
  • Demonstrate anti-Covid work environment with all co-workers vaccinated and taking protective measures: social distancing, PPE, testing, tracing, and contingent plans. All designed to send an unmistakably clear message that the workplace is a Covid-free comfort-zone secured by a new employee-employer bond of trust
  • Increase fringe benefits and healthy habit perks from foods to fitness
  • Increase post-Covid bonus pay-to-stay
  • Reaffirm team commitment to health and community

Essentially, employers will need to throw a lot of money at workers in the short term. Trouble is for some industries like food, hospitality and travel that already report being hit hard by lockdowns and worker shortage problems simply can’t afford to pay more in wages and benefits. Pre-Covid pressures to increase minimum wage levels across many states to $15/hr aka to “a living wage” was tough enough. Couple that with a new return-to-work post-Covid additional cash bonus requirement and the resulting double whammy may be the final straw and force many companies to cut hours, or shutter permanently.

As of now, finding enough workers is a growing challenge across all industry segments and may get worse before things settle back down in 2022 economists forecast. And hopefully not because of a recession. Until then it makes sense to stay well informed and act decisively. If you need workers now, be creative about how to attract them. Also be sure to consider often over-looked employee candidates including those with minor criminal offenses (background check exceptions), immigrants that require employer-sponsored work visas, and older workers. By contrast these are each among the eager prospects, able and willing.

When the music stops

Alternatively, you could try and wait it out, because you figure, at some point when the music stops and the Covid cash machine runs dry millions of current consumer couch potatoes, like hibernating bears after a long cold winter, will need to find work if they want to eat, consequently flooding the job market in mass. And thus, this begs the final question; how can we get a better sense of when the gravy train will actually run out of steam and compel these sleepy bears to re-enter the labor force in America?

A quick look at the free stimulus cash flow checks distributed to families and workers since the pandemic began may provide the answer. To-date as of May 2021 Americans impacted by the virus have received 3- waves of stimulus checks from the government worth trillions of dollars.

The first wave of $1,200 checks per adult (more with dependents) was sent out April 2020 after the CARES act passed. This followed by the second wave of $600 checks for adults starting in December 2020. And finally, most recently on March 10th 2021 Congress passed the $1.9 trillion American Rescue Plan, a third wave of Covid stimulus payments of up to $1,400 per adult earning less than $80,000/yr.

While state unemployment checks keep rolling in

Adding more money to the mix significantly each state is currently piling on the unemployment benefits to millions of workers impacted by Covid. Normally unemployment benefits last for 26 weeks. But many can apply for a Pandemic Unemployment Assistance extension which can add an additional 29 weeks. All told collectively given federal and state assistance workers have about one year of paid time off with many earning as much or more at home than they earned at work. So, when will it end? Let’s do the math.

If workers were laid off last summer in 2020, and the cash runs out roughly 12 months later they might need to jump back into the job market very soon. In fact, recent weekly jobless claims dropped to a new record pandemic low, suggesting that workers are slowly coming back. Something to think about as employers consider which re-hire or new-hire incentives will catch their eye.

What to do now

My advice is simple. Pay now or pay later. But don’t just sit on your hands. If you need more staff now and you don’t offer any incentives at all, how will your employees respond to a market awash with grass-is-greener temptations from other employers? Still. At some point within the next 12-24 months labor markets and back-to-work hybrid models which are running by trial-and-error right now will identify key trends and ‘best practices’ including which incentives do work and which don’t. Until then, re-define post-Covid what your company will need to win the day, not just today but in 3 years’ post-Covid time. Paying “up” now for the best people who can demonstrate a strong commitment to your company’s mission and passion for quality customer service is always a good thing. These workers are an investment, not a transaction. Make that clear and you will attract better long-term workers, not the ones looking for flashy over-the-top car-dealer bonus incentives to get off the couch and drag themselves back to work. Remember. What comes around goes around.

Make sense?

Rick Andrade

About the author: Rick Andrade is an investment banker at Janas Associates in Pasadena, Ca, where he helps CEOs and business owners buy, sell, and finance middle-market companies. Rick earned his BA and MBA from UCLA, along with his Series 7, 63, & 79 FINRA securities licenses. He is also a CA Real Estate Broker, a volunteer SBA/SCORE instructor, and blogs at www.RickAndrade.com on issues important to business owners. He can be reached at RJA@JanasCorp.com. Please note this article is for informational purposes only and should not be considered in any way an offer to buy or sell a security. Securities are offered through JCC Capital Markets LLC, Member FINRA/SIPC. 

Selling Your Business Post Covid?

March 2021 – By Rick AndradeS

Biden signs new $1.9T Covid stimulus bill

Managing a business is a 24/7 life-giving engagement. Which makes keeping up with important changes every Covid day another full-time gig on top of your existing full-time gig. But still. What if you wanted to sell the business in the next 24 months, or you know someone who’s been thinking about it? How has Covid affected that decision?

If your life’s work has been building a successful business, staying informed as to current market conditions has always been a smart move, and if you’re considering a transition over the next 24 months this NEWS ALERT is well worth it timely quick read.

You see, before Covid choosing “when” to transition or sell your business was more or less arbitrary to the market. Most owners didn’t give it much thought and accordingly while some got lucky selling into a hot market, some didn’t. But this time is different. And now is one of those times to take note. The M&A business is shifting quickly and simultaneously adapting to both Covid and a new U.S. Congress for the next 2-years. So then why would now be a good time to sell a business?

Here’s why: To keep 30%-40% (or more) of your hard-earned business proceeds from the tax man.

Selling a business in “normal” times is hard enough. But then came a Democratic Congress and a Global Pandemic to shake things up. As a result, BUYERS of profitable businesses in particular post Covid are changing the way they view SELLERS. And SELLERS are simultaneously trying to dodge a huge tax increase. This is making for a busy dance floor, and the impact to Estate Planning and Wealth Management decisions is significant. Consequently, for these reasons our firm believes these changes are critical enough at this time to issue this NEWS ALERT.

We summarized at a high level the most significant Sell-side process changes to be aware of Before Covid & After Covid so you can see the change. If you or someone you know is considering a capital gain business sale transaction before 2024, it would be wise to get familiar with these asap.


Before: Before Covid most M&A advisors anticipated a standard list of Financial, Operations and Legal review inquires. A typical Data room was set-up online to help share and exchange these documents.

After: Post-Covid the changes to the Due Diligence review process can be summarized into 3 key areas: first, replacing face-to-face communication with video technology services such as video tours of the business, like virtual real estate tours, and using Zoom-like programs for online one on one and group video chat meetings. Second, placing more emphasis on reliable Data room software and storage capabilities to manage and exchange documents and videos. Third, BUYERS are more frequently requiring a Quality of Earnings (QoE) report. Many sellers are conducting QoEs in advance of selling their company or engaging BUYERS as both proof of earnings, and to identify potential pre-sale red flags. We think a post-Covid pre-sale QoE report from a 3rd party is a good idea.

Before: Valuations made from Free Cash Flow projections, recent market comparables, and current market conditions.

After: Recasting GAAP Accounting Financial statements will need to adjust and account for money spent on Covid. Your financial package will now need a post-Covid financial section break-out to help BUYERS separate the past from the future. Elsewhere the value of real estate, plant and equipment, and key operational systems and processes has shifted to favor as much hands-free touchless online transaction capability as possible, including expedited delivery, self-service and touchless location pick-ups, and the effective use of cash flow for the next 2 or-3 years. In short, BUYERS today want your M&A advisors to have greater insight and details about how your company will navigate the future. How well is your post-Covid business model working? Does a higher customer and/or supplier concentration need more investment to shore-up longer-term relationships? More specifically how effective have the Paycheck Protection Program (PPP) loan proceeds and the Economic Injury Disaster Loan (EIDL) programs been to date?

Before: For years profitable lower middle market businesses have generally sold for upper single-digit multiples of EBITDA. And while both higher and lower multiples were also part of the landscape, transaction proceeds were still mostly issued in cash at closing, with adjustments for Working Capital and standard hold-backs for certain unknown contingencies and Reps & Warranties.

After: Post-Covid the big changes in deal structure are trending toward more Earn-Outs and greater scrutiny of Reps & Warranties, particularly as they relate to post-Covid risks the BUYER is assuming. The good news for Earn-out deals is the potential to negotiate a stronger sale price, which means in most cases the seller “earns” an option to gain a higher payout over time by targeting and achieving higher sales and financial performance metrics. This may require the seller, however, to stay connected to the business longer to reach these targets. This is why having a professional M&A advisor on your side to help negotiate the terms of a post-Covid Earn-out deal structure is critical to understand.

Before: Under the Trump Tax Cuts & Jobs Act in 2017 Business Taxes were lowered to 21%. Long term Capital Gains tax is 20%, and the Estate & Gift tax threshold was $11.5 million for singles and $23 million for married filers.

After: Post-Covid the Biden Tax Plan wants to increase taxes across the board. The new plan calls for the Business Tax rate to revert back to 28%, or higher for the wealthy; Long term Capital Gains taxes 20% under Trump will be doubled under the plan. The Estate & Gift Tax is also going up. The Biden plan will dramatically lower the exemption threshold to $3.5 million and a whopping 45% tax on assets above that.

It seems almost inevitable that personal taxes, business taxes, capital gains and estate taxes are all going up to some degree under a Biden Presidency according to the Tax Foundation.org. Many promises were made, and new taxes are among them. As it looks in Congress now, the Democrats can push through new legislation without any Republican votes. The Biden tax plan proposes substantial increases in all these areas which can significantly lower a seller’s net proceeds from a sale. Proper advance tax planning has now become a fundamental necessity for business owners, especially if you’re selling your business in the next 24 months and you’re thinking about how best to mitigate these increases.

Before: Most companies are guided by both Federal, State and local laws that provide employers with guidance and rules to comply with daily employee health, safety and security at work pre-Covid. A BUYER’s standard review of insurance coverage, claims and policy inquiries looked for cause and effect and prescriptive remediations as needed.

After: Post-Covid the impact is widespread by industry. Service businesses may need limited PPE and social distancing procedures, while larger companies may require much heftier investments in new ventilation, worker separation barriers, Covid testing, PPE and other capital investments and ongoing measures as deemed necessary. BUYERS today are now reviewing these conditions more closely for any on-going investment needed to sustain and grow sales post-Covid. This includes calculating what-if case scenarios should Covid or any another virus endure in the months ahead. Are you ready?

Before: Technology review is still generally a component of the Due Diligence team review. Typical of such reviews is to benchmark current-state ERP operating and transaction systems and software with industry norms, and calculating the cost of remediations and upgrades.

After: According to a recent IBM Study the Covid pandemic has accelerated online e-Commerce by 5 years or more. This adds conformance pressures across the entire integrated global economy to move more business online to stay competitive. From Supplier to customer and back Covid has brought forward many years of transitioning to online processes and communications in favor of “touchless transactions.” Nevertheless, BUYERS are more closely evaluating each internal technology system and process for automation gaps, and will in turn attempt to lower the offer price accordingly. Higher valuation comes with smaller technology gaps from current state to best practice post-Covid. Knowing where your company stands on that spectrum beforehand can help your advisors negotiate these gaps.

Before: Before Covid projecting business sales growth was not easy, like clouds shifting above predicting sales was a moving target. But in most cases forecasting growth was still more straightforward. But that was yesterday.

After: Today, post-Covid BUYERS are even less confident about the accuracy of forecasting. As a result, BUYERS want a deeper dive into the numbers with more robust sensitivity analysis of best-case and worst-case growth scenarios. Given a touchless economy for the foreseeable days ahead the move to online eCommerce is clearly here to stay. However, this does not mean you can sit on your hands and hope for the best. The further behind the shifting consumer demand curve post-Covid a business is the more capital investment and time needed to stay competitive. On a scale of 1 to 10 a business below 6 may not get the highest price from BUYERS if new sales forecasts rely precariously on past consumer practices. But this too can be negotiated.

Before: We typically advise clients that it will take between 9 months and 18 months to resolve most BUYER issues and close the deal. There are always exceptions, but none as widespread as Covid.

After: Today closing transactions has obviously taken more time. This was expected as BUYERS adapted to post-Covid business models and accounted for more unknowns as discussed above. To our surprise however, closing M&A transactions is only taking longer in direct proportion to the seller’s prepared ability to address post-Covid inquiries and concerns. In other words, the more prepared you are in advance of these inquiries the faster the deal gets done. That’s why again we recommend hiring a reputable M&A industry advisor who is on the front lines working with post-Covid BUYERS’ requests each day.

Finally, would you like to know something you should not do before selling your business? Do not rush out and get an Appraisal. It’s among the biggest food industry rookie mistakes. Many sellers believe an appraisal is the best place to start in order to get a feeling for the value of their business. And that may be true for Fair Market Value Opinions for ESOPs, lending and other profit-sharing programs, but it’s not a good measure to identify the value of your business in the current M&A marketplace.

The problem is any recent official appraisal must be disclosed to BUYERS, and that figure can artificially set a price level far below letting the market do that. There’s no point shooting yourself in the foot before you get started, right?

That means given all the above impending changes that will significantly impact the value of your ultimate transaction proceeds your first step should be to call an M&A advisor with experience in our industry. Let them organize a team of professionals to manage the proper and effective sale of your business from initial LOIs to final closing agreements in this unprecedented environment. Depending on the size of the transaction your ideal deal team can be as few as a CPA, an M&A attorney, and your M&A advisor.

The Bottom Line: Investing time and money with an experienced M&A deal team to help navigate a post-Covid business world is sure to save time and tax money. Put your life’s work in good hands. Give us a call.

Rick Andrade

About the author: Rick Andrade is an investment banker at Janas Associates in Pasadena, Ca, where he helps CEOs and business owners buy, sell, and finance middle-market companies. Rick earned his BA and MBA from UCLA, along with his Series 7, 63, & 79 FINRA securities licenses. He is also a CA Real Estate Broker, a volunteer SBA/SCORE instructor, and blogs at www.RickAndrade.com on issues important to business owners. He can be reached at RJA@JanasCorp.com. Please note this article is for informational purposes only and should not be considered in any way an offer to buy or sell a security. Securities are offered through JCC Capital Markets LLC, Member FINRA/SIPC. 

The Great 2021 Vaccine Rollout: When will your employees get it?

“Happy New year” shouted the CEO of a middle market manufacturing company on his year-end Zoom call to employees. And for a moment there was pure joy, then a silence, followed by a collective gulp.

No doubt history will record the many haunting echoes of a 2020 Auld Lang Syne like few before. But before the final chapter of the year of the pandemic is keyed into digital stone, we still have to get through the first half of 2021.

The good news is that not one but two Covid-19 vaccines have the green light and are already being manufactured and distributed to critical first responders and healthcare providers across the country. And that’s great news. Light at the end of the tunnel. But what about your company, your workers, your family… who may not be “essential workers” or frontline first responders? When can they get vaccinated?

First at hand in the new year now that Congress has passed a new supplemental $900 Billion-dollar Covid economic stimulus package is how to get back to normal as soon as possible. And hence the importance of getting immunized from shop floor to executive suite cannot be underestimated. Covid-19 has killed more than 340,000 people in the U.S. and temporarily shut down several manufacturing facilities across the country costing millions in losses. But even as Covid cases rise, so has the vaccine cavalry at last been mobilized and en route to save us.  

Meanwhile, you may be surprised to learn that all the while a Covid-19 vaccine was being developed so was a Covid-19 vaccine roll-out recommendation plan created by the Center for Disease Control, the CDC. The plan is called the Phased Allocation of Covid-19 Vaccines. This is a risk-based assessment timeline based upon its virus tracking research that lays out a two-phase priority schedule for states to help identify, categorize, prioritize and immunize citizens and workers. This is essentially a federal recommendation to identify who gets the jab first.

At the moment there are only two approved vaccine suppliers in the USA, Pfizer and Moderna both are purportedly already distributing an estimated 70 million doses (35 million vaccinations) since late-December 2020, and both say each can make another 1 billion doses before the end of 2021. Moreover, there are still several additional corona virus vaccine candidates in various stages of development, the point being made to the public not to worry, there will be enough to go around, eventually. But you’ll also have to get in line according to CDC guidelines, and that’s causing some concerns.

It starts with leveraging the credibility of the Center for Disease Control at this stage to prioritize the population despite its heroic efforts to lead, and on day one be a fundamental resource and contributor to President Trump’s Operation Warp Speed, which helped create a Covid-19 vaccine in a record time. A real life-saving victory. But the real challenge remains in how best to immunize the country. And to that end the CDC developed its two-phase plan, which is really a 4-phase plan as you can see.

Here’s the suggested vaccine rollout plan:

The fundamental idea behind the CDC efforts to categorize people into vaccine priority groups is driven by Covid-19 death and exposure rate research in each group. For example, in phase 1 of the plan, first-responders and front-line workers in healthcare and those living at adult facilities will be vaccinated first, if state governments follow CDC guidelines. There are approximately 24 million people in this first phase, each require 2-doses which is about equal to the number of currently available doses and each are being vaccinated as you read this and watch on tv news. But who goes next is the problem.

The overall plan is expected to have started in late December 2020 and to continue for at least 6 months through June 2021 (25 weeks as shown in the diagram below). Each phase will overlap until we reach “herd immunity” roughly 60-70% of the U.S. population (200+ million vaccinations) in less than 6 months. A tall order for any administration. But where does this leave you?

To start, it might be a good idea to take a closer look at the updated CDC rollout plan and locate which phase your company workers will likely fall into. From there count the weeks from Christmas and you can roughly plan when your staff will qualify for that much needed shot in the arm. Who gets to be vaccinated first across different but connected industry groups could prove a sticky issue and jockeying for pole position has already started.

For example, in the FOOD INDUSTRY speaking up has already made a big difference in timing. According to the Food Institute analysis of the CDC plan “Workers in the food and agriculture, grocery store, and manufacturing industries have been designated as frontline ‘essential workers’ set to be vaccinated in Phase 1b,” weeks ahead of other industries.

My advice is to get ahead of this. If you can make the argument to your city Mayor or state Representatives that your workers are at a higher risk of contracting or spreading Covid and should be vaccinated asap, now is the time to make those calls. They are the ones mostly in charge of making the rules and need your input.

And lastly don’t forget. Tell them that however they prioritize vaccine immunizations it needs to be completely transparent, and fair. And maybe then with luck and God’s help history will record 2021 the year Covid died, and the whole world got back on its feet.

About the author: Rick Andrade is an investment banker at Janas Associates in Pasadena, Ca, where he helps CEOs and business owners buy, sell, and finance middle-market companies. Rick earned his BA and MBA from UCLA, along with his Series 7, 63, & 79 FINRA securities licenses. He is also a CA Real Estate Broker, a volunteer SBA/SCORE instructor, and blogs at www.RickAndrade.com on issues important to business owners. He can be reached at RJA@JanasCorp.com. Please note this article is for informational purposes only and should not be considered in any way an offer to buy or sell a security. Securities are offered through JCC Capital Markets LLC, Mem

It’s Cold Turkey: The Dish on Serving up More Taxes under Joe Biden – by Rick Andrade

November 2020 – As published by CEOWorld Magazine

They say that in late November 1621 in Plymouth, Massachusetts the first American Colony held the first American Thanksgiving to celebrate a bountiful harvest with the local Wampanoag Indian tribe. What you might not know is that of the nearly 100 who attended the first feast only 4 were women settlers. The reason so few attended is tragic and reflective in a modern Covid world. Of the 20 women Pilgrims who gallantly made the trip across the Atlantic to Plymouth on the Mayflower in 1620, all but these last 4 succumbed to either starvation, harsh winter cold, or more familiarly an infectious viral plague that struck the colony the year earlier. Still the idea to eat well and give “Thanks” after such an ordeal set promise to a brighter future in honor of those sacrifices, and to covet God’s word in scripture across much hope and prayer.

Today, 400 years later this Thanksgiving 2020 finds us all adding a bit more hope and prayer to the menu but this time we not only face a long cold winter and virulent plague, but also the dire prospect of a new plethora of increased economic pressures from a Democratic Party new president. Sound too harsh? Depends on which side of the fence you’re on. But if the electoral votes from each state are indeed certified accurate, Joe Biden is our next president, the 46th. And should that be the case, and a left-wing anti-business agenda takes hold of the U.S. government, the next big question from business owners and investors alike will be: Yikes! Now what…?

Like others before him President-elect Biden carries with him a full bag of sweeping democratic changes he wants to implement across the board including the Green New Deal, Medicare For All, and new Taxes.

For starters however, the first priority will be how to manage through the Covid pandemic. As cases surge across the country so does the race to roll-out two new vaccines each with 95% effective rates. My hope is that Biden who has been a politician all his adult life does not shut down the economy which in my view amounts to economic mass suicide.

The second will be Biden’s executive actions January 20th 2021, day-one. Recall the hundreds of Executive Orders issued by President Trump. Many orders changed industry regulations across the table including in politically sensitive areas like global warming, U.S. military engagement in the mid-east, fracking in Pennsylvania and lobster fishing in Maine. Dozens of changes made under Trump could easily be reversed under Biden with the stroke of a pen. But perhaps the biggest impact to small and medium size businesses that survive Covid through next year will stem from increased taxes and changes to healthcare coverage.

Business Taxes –  Under a President Biden the proposal on the table is to roll-back the Trump tax cuts and increase them from their current 21% back to 28% according to the latest report from the not-for-profit Tax Foundation.org.

Personal Income taxes – Top bracket personal income tax rates are expected to increase from 37% back to 39.6% on income over $400,000, with few places to hide. Moreover, the plan in fact according to the Tax Foundation would actually reduce after-tax income for the average American worker by 2% by 2030. And while these are just the high-level figures, it gets much uglier if the Senate majority flips from Republican to Democrat (see Jan 5th 2021 Georgia Senate run-off race).

Capital Gains tax – The Biden plan will nearly double the tax on long term capital gains from 20% to 39.6% on income over $1 million (add another 3.8% net investment income tax if your adjusted gross income tops $250,000 for married couples). The Foundation also notes that raising the capital gains tax is less likely to increase federal revenues rather it will likely delay the sale of those assets until taxpayers find a less costly method. As a result, if the long-term capital gains tax rates do double as proposed the Tax Foundation further calculates an actual loss of $2 billion in annual revenues to the government, making this a bad idea.

Estate & Gift Taxes – Under Trump’s Tax Cuts & Jobs Act the gift & estate tax exemption threshold was $11.5 million for singles and $23 million for married filers. That will change. Under a Biden plan a dramatically lower exemption threshold for the first $3.5 million and a whopping 45% tax on assets above that is being proposed. Notwithstanding the step-up in “basis” the value after which a tax is imposed is eliminated, meaning new estate owners will pay higher taxes on the current market value of their assets. Yikes… Should democrats win a majority in Congress…  it will be open season for Wealth & Estate planners to come door knocking, and rightfully so.

Employee Health coverage – The Affordable Care Act (ACA- Obamacare) The Public Option –  In 2019 the Census Bureau reported an estimated 30 million in the U.S. were without healthcare. These figures among others have compelled the Biden-Sanders task force to propose that the U.S. government take center stage and majority control over citizen healthcare. Essentially the Biden plan wants to socialize medicine in the U.S. similar to Senator Bernie Sanders’ “Medicare for All,” while leaving in place private health insurance. The key changes will expand the ACA to allow everyone including undocumented workers access to federal premium subsidies to acquire health insurance on the ACA provider websites. The Biden plan also proposes to reinstate the “individual mandate” (case to be heard by the Supreme Court this winter) which was eliminated by the Trump administration, however at the same time the Biden plan will also increase federal subsidies to the poor who can’t afford it. Biden says the new ACA will cover an additional 25 million of the 30 million people uninsured.

But to make this all happen the Democrats would need to negotiate with a Republican Senate, unless the expected Senate race run-off in Georgia January 2021 as mentioned flips the Senate to a Democrat majority. What this means for small business and all business is obvious to me. Changes in healthcare are inevitable and usually end up costing small business owners in one way or another. In this case putting pressure on private insurance plans to stay competitive absorbing pre-conditions and doctor choice in the face of a giant new government-sponsored health system. This may leave many small business employers who like their current health insurance plans and who wish to keep high employees happy in the lurch with higher premiums, and with fewer affordable competitive private insurance plan choices than before.

Employee Minimum Wage – Under the Biden team economic plan there will be a strong push for a national minimum wage increase to $15/hour over the next few years. This despite outcries from small business owners in lower wage U.S. states and many economists who argue raising minimum wages will increase the burden on struggling small business profits creating fewer job openings at a time when we need more of them, not less.

And Finally: First things first – Where is the next Covid Stimulus & Response package?

As of mid-November, the outlook for a Covid vaccine has abruptly improved given both bio firms Pfizer and Moderna each separately announced their vaccines are ready, and are nearly 95% effective. Each compliments Trump’s Operation Warp Speed initiative for getting us to this point. Meanwhile, post-election there remains little evidence of yet another helping tranche (aka 4th stimulus package) estimated at another $2 Trillion including supplemental employment benefits, recovery rebates, and the popular PPP (Paycheck Protection Program) is emerging from Congress or the White House, as shutdowns loom and millions of small businesses and workers are still suffering this Thanksgiving. This makes welcome the spirited news that a Covid vaccine distributed over the next 6 months will likely help stem the tide of increasing Covid infections. Still, it seems unlikely any stimulus plan will get passed in an upcoming lame-duck session. But the general consensus among most reports is that Democrats are preparing a new measure that will be ready in January for the Senate and President Biden to sign, which unfortunately may be far too late for many businesses on the rocks and needing help.

Summary – Impact under Joe Biden

It seems almost inevitable that personal taxes, business taxes, capital gains, and estate taxes are all going up to some degree under a Joe Biden Presidency. Many promises were made, and new taxes appear the only way to pay for them. But that won’t happen until new laws are debated and passed next year. The good news is that in most cases any tax increase will not be retro-active giving you some time (likely until June 2021) to calculate the impact and make hard decisions. Many businesses may not survive Covid this winter, especially if harsh federal mandates further restrict business activities and push fragile business owners into a fatal financial tailspin. Other long-term asset owners will need to reshuffle their retirement plans including when and how to sell assets, transfer equity in a business, or cash out now and benefit from today’s substantially lower rates.

In either case, the key message is not to sit on your hands. These proposed Biden team tax increases if left unplanned for in the coming months could amount to tens of thousands or millions of dollars in added tax burdens for you or your heirs. My advice? Have your feast, but don’t get caught on the wrong side of the plate. After you read this, push back from the turkey table, grab your phone and schedule a call with your tax advisor, estate advisor, or wealth advisor. You’ll be glad you did.

And lastly, if you own a business and need advice on buying or selling call a trusted investment banker, he or she can help talk you through some of the options we are seeing in development and what other business owners are planning to do before year’s end. Getting professional advisors on board now can help you navigate the landscape well before the cold Biden left-overs leave you with a bad taste in your mouth.

Make sense?

Written by Rick Andrade.

The Post-Covid Business World: Survival of the Fittest or Fake News?

Sept 2020 – As published in CEO World Magazine: Rick Andrade.

In 1859 the English naturalist, geologist, and biologist we all know Charles Darwin published his most famous and influential work, On The Origin of Species based upon his study and research of the evolutionary traits found in nearly all plants and animals. He defined it as the “principle by which each slight variation [of a trait], if useful, is preserved.” And from this was coined the expression “Natural Selection” whereby in time even a slight random chance alteration to a plant or animal’s physical characteristics (aka genetic code) could essentially come to dominate the environment and displace the inferior genes of the same species.

Before Darwin’s book, most people didn’t pay much attention to how or why plants and animals physically changed in their attempts to thrive in an endlessly competitive life or death struggle to survive. But to Darwin the link between random genetic variants and their abundant success over prior generations left no doubt that under the right conditions nature would select the most adaptable and fittest of the group to thrive. Which got me thinking.

What’s most interesting about Darwin’s theory of Natural Selection is how twisted it compares to the unnatural artificial selection by governments, politicians and the media today, whereby only certain businesses are allowed to stay open while others face the dire consequences of an unmitigated shut-down and the prospects of extinction.

Of course, in Darwin’s research, Natural Selection took root over time as the genetic superiors with more adaptive traits displaced the inferiors. That makes sense. But today in the world of business, the pressures from politics and social media groups, rather than taking thousands of genetic reproductive lifecycles to bring into effect a species’ new advantage have instead amounted to a fait accompli for thousands of small business owners in a matter of months.

More urgently, right now in the face of the global pandemic nearly every business is facing some form of existential review. CEOs and business owners are not only busy surviving but also evaluating the big question. “Is this Covid-19 response thing going to put us out of business for good?” The short answer is… It could. So now what…

Redefining Natural Selection in a Post-Covid World

To Darwin, Natural Selection boiled down to a simple concept I can adopt and translate to the business world as Advantage vs Disadvantage. Essentially as any plant or animal that adapts faster or better accumulates more significant advantages to succeed, others unavoidably accumulate disadvantages and are left behind. We see this for example most distinctly every day in the Leisure, Hospitality and Food Industries fighting to survive. Fast food and quick serve venues for instance can use drive-thru and delivery services all the while accumulating Post-Covid customer advantages as social distancing rules reign. However, full-service sit-down restaurants that were forced to close in order to comply with social distancing rules continue to accumulate disadvantages, and are thus most un-naturally de-selected from the group, and from making a living, a distinction prospectively in violation of their Constitutional rights. Nevertheless, the question then becomes: Is forced extinction avoidable? And the answer is Yes. But it requires more fortitude. And here’s what I mean.

After World War I, American Gi’s returning from Europe brought back with them a vicious unseen enemy, The Spanish Flu. Like Covid-19, it too was highly contagious and infected nearly 500 million people and killed 50 million people worldwide according to reports. But despite 3 waves of Spanish Flu from 1918-1920 mostly concentrated in larger U.S cities at the time, by the summer of 1919 the pandemic had already largely run its course. Sound familiar? In fact, by the spring of 1920 Babe Ruth started playing for the New York Yankees to a packed stadium, and by mid-decade F. Scott Fitzgerald had published The Great Gatsby which would usher in the “Roaring Twenties” leaving far behind any permanent artifacts of a deadly virus that killed millions only a few years earlier.

By contrast Covid-19 today while deadly is a mere fraction of the Spanish Flu in every way. As of this writing less than 900,000 people have died from this disease globally, and less than 200,000 in the USA. Is that Bad? Yes. But tragically historic it is not compared to the 1918 pandemic according Covid Tracker. And if Americans can quickly recover from the Spanish Flu in 1918 with little medical help, we can certainly conquer this disease even faster one hundred years later, no?

Meanwhile there are abundant signs everywhere that people are venturing out and about especially in states that are re-opening, albeit wearing masks in most.  But that too I suspect will pass as it did a century ago. This leaves us in a post-Covid world of humans that will likely most desire to expeditiously return to the way things were before if they can, and not become mask-wearing plexiglass-protected anti-socialites. But that won’t happen if state and local governments don’t come to their senses and immediately allow businesses to re-open. Because if they don’t, it may turn out that the “cure” for Covid was the real killer, and not the disease.

In their recent Covid-19 economic impact report the small business listing service Yelp reported more than 72,000 businesses out of 132,000 that temporarily closed across the country have now shuttered permanently due to unnecessary forced closures and social distancing rules. But what the report also shows is that customers are lining up, eager to return to normal when businesses re-open given the chance. This lends credence to my view that governmental and media reaction to Covid continues to drive home a precipitous over-reaction to this disease, which has consequently put far more industries, small businesses, and millions of good jobs unnecessarily at risk.

Still, none of this addresses the time value of the problem. And in many cases the media and big business want us to believe that the Coronavirus is here to stay, forever. And that all businesses must comply and change, as if the Sun will never rise again, Yankee stadium stays dark, and “resistance is futile.” But forced to adapt and evolve to accommodate a pretentious and unaccountable exaggeration of what was normal so as to permanently redefine our economic and cultural reality overnight is off the charts to me. Because by allowing redundant voices to contemporize this disease as a “permanent pandemic,” leaves you and thousands of other CEOs and business owners with only one reckless option, to keep up and spend all you can to permanently invest and protect your customers from Covid, regardless of the costs or prospects for a vaccine on the horizon, or else be targeted, shamed and most un-naturally de-selected?

After 9-11 we all asked the question “should there be changes?” And the right answer was Yes. But not under the rulings and regulatory over-reach of big city governments and social media pressures to conform to the highest levels of safety or else! That type of draconian shut-down approach gives little thought to the real impact of the virus on small business finances and employment in this country, which will in time more likely result in the death of more jobs than people. In other words, instead of the virus becoming another forgotten pandemic piece of history, today the media and government prefer to artificially create their own Covid-19 un-Natural Selection committees to then select which businesses will survive, and which go under. This is still America, isn’t it?

So how do you avoid becoming Extinct?

Unnatural or not, there is a way to beat the odds stacked against you. While some industries may need to permanently change like the Airline industry did post 9-11, most industries in my view will return to pre-Covid conditions and consumers will appreciate that return to normal including sit-down restaurants and baseball games. Having said that, with  several bio-pharma companies feverishly competing to swiftly formulate a global Covid vaccine, in the meanwhile the best thing any business can do is to simply SCALE BACK your business activity to BREAK-EVEN, look to find products that will sell during a pandemic, preserve cash flows, and remediate for Covid compliance and customer safety. But only as much as needed to sustain the business on a temporary basis. The more you consider this pandemic as a business interruption event, the more your chances of survival will improve. The key is to get through the event as the “re-opening process” continues and things return to more normal conditions, which is happening. Even at this writing, passenger air travel has doubled from an average 400,000 passengers in June/day to 800,000, its highest level since the pandemic began despite being only 1/3 normal.

Which brings us to the bottom line. Survival of the fittest. As long as your customers remain Covid-happy and understanding you should too. And together we’ll all get through this. In the meantime, guard your checkbook. Because you don’t have to re-invent the wheel, and you don’t have to hysterically over-spend on “everything that must be Covid-compliant” or comply with every social media reflex. Don’t let survivability be dictated to you. Now is the time for strong leaders to make sensible plans, not to fall prey to hyperbole.

If we can simply remind ourselves that in 1918 the Spanish Flu trailed off quickly, as Americans soon developed herd immunity and the antibodies needed to end the pandemic in less than two years. The Covid virus even without a vaccine has the same pattern, but is nowhere near as deadly as the Spanish Flu. So, let’s rightfully take charge of this Chicken Little event and remove fake news hysteria from the equation. Tell them to return Darwin’s theories back to the pages of evolutionary natural selection where they belong. Maybe then given the freedom to control our own destinies and decisions we can lift our companies back up on our feet, regain our balance, and like the Great Gatsby hit the dance floor like it’s the “roaring twenties” again.

Who’s with me?

About the author: Rick Andrade is an investment banker at Janas Associates in Pasadena, where he helps CEOs buy, sell, and finance middle-market companies. Rick earned his BA and MBA from UCLA, along with his Series 7, 63, & 79 FINRA securities licenses. He is also a CA Real Estate Broker, a volunteer SBA/SCORE instructor, and blogs at www.RickAndrade.com on issues important to middle-market business owners. He can be reached at RJA@JanasCorp.com. Please note this article is for informational purposes only and should not be considered in any way an offer to buy or sell a security. Securities are offered through JCC Advisors, Member FINRA/SIPC

Covid-19 Creates Surprise Sellers’ Market for Owners

“Energy and persistence conquer all things.” -Benjamin Franklin

At the height of the Great Recession back in 2007-2009 the financial crisis that precipitated the economic decline and market sell-off was largely driven by a collapse in real estate mortgages and other financials derivatives linked to bank lending. And while some link the recent Corona Virus of 2020 to The Great Recession they are not the same. And here’s why it’s important if you considered selling your business this year but have pulled back.

The Great Recession was a financial crisis causing a near collapse of our banking system, and when banks fail, the economy is not far behind, we all know this.  But this crisis as we also all know is a health scare crisis, not a financial one, and before the government and states closed down our economy, we were the envy of the globe, a shining star leading with record low unemployment, and record high private business asset valuations. To say the least, things were good. But then everything changed, or so we thought.

What’s interesting is that while we have seen an initial slowdown in 2020 M&A deal activity at the beginning of the crisis as many unknowns lingered, most of the slowdown was brief. Once buyers and sellers got familiar with working remotely together using Zoom for meetings and real-time online software for data exchange, the market demand for M&A deals swiftly returned. What we now see is an explosion of new buyer inquiries greater than the post Financial Crisis period which ended more than 10 years ago. In fact, to our surprise in the last 3 months since the initial pandemic lockdown Janas team associates have collectively received hundreds more emails, newsletters, phone calls and texts from well-funded buyers each looking to eagerly compete for seller opportunities.

But how can the market turn up so quickly?

According to recent industry studies from respected sources like Axial, Pitchbook and Bloomberg, that tract M&A activity regularly Private Equity funds are sitting on a record $1.5 Trillion dollar pile of cash coming into 2020 with every dollar looking for a home. And what makes it so sticky is that if equity funds don’t deploy that cash, they may lose access to it permanently. Greater still, and unlike the Financial Crisis in 2008, bank lenders today are far healthier and eager to assist PE firms, and us with deal flow lending adding even more fuel to the market fire. So, what does this mean to you?

It means that seller Exit Plans which included selling a private business this year but got put on hold during the pandemic are each welcome back to the table, with buyers lined up waiting to make a competing offer like never before for a chance to acquire your business. And that’s the surprise no one had expected during this health crisis. Many sellers who delayed plans to engage their investment banker and Exit the business until after the Covid-19 pandemic subsided, didn’t expect the current market’s bursting buyer demand would make their business more attractive not less in the months ahead. And the reason as we are told is simple. Buyers understand that most businesses took a Corona Virus hit to sales and profits this year.

But they also understand that most businesses will stage a comeback in early 2021. This means you can still engage to sell your business starting now at a higher price. For example, when you engage Janas to market your company we will work with you step by step to specifically identify Covid-related expenses and isolate them. Buyers will gladly look forward to future sales and profit run rates as if the virus never happened.

In summary, our point is simple. Despite the pandemic, with the growing abundance of investment capital looking to acquire your business, it makes perfect sense to take a closer look at your Exit plan, if you have one, and give us a call. If you trust good advice check your calendar, and let’s set up a quick Zoom call or phone chat. We can tell you in 5 minutes exactly what we’re seeing and hearing from the field and why our firm believes Exiting a business now is still the golden ticket for you and the important stakeholders in your life. Because it’s like Ben Franklin said; “Energy and persistence conquer all things.”  So, let’s do this thing.

Rick Andrade

About the author: Rick Andrade is an investment banker at Janas Associates in Pasadena, where he helps food CEOs buy, sell, and finance middle-market companies. Rick earned his BA and MBA from UCLA, along with his Series 7, 63, & 79 FINRA securities licenses. He is also a CA Real Estate Broker, a volunteer SBA/SCORE instructor, and blogs at www.RickAndrade.com on issues important to middle-market business owners. He can be reached at RJA@JanasCorp.com. Please note this article is for informational purposes only and should not be considered in any way an offer to buy or sell a security. Securities are offered through JCC Advisors, Member FINRA/SIPC. 

Dear Diary: Can Covid-19 help me become a better leader?

As published in CEO World Magazine – June 2020

“A noble man compares and estimates himself by an idea which is higher than himself”― Marcus Aurelius

One day everything’s normal, the next we’re in the middle of a global pandemic. Not since 1918 has the world mobilized to fight such a common invisible foe. And back then as now many would-be leaders were compelled for the first time to dig deep, step up, and lead with the strength of an intrepid warrior.

Today, whether you are the CEO of a Fortune 500 company or CEO of your home and family we’re all in the same fight against this Great Virus. And given the uncertainties of our decisions we will undoubtedly question ourselves, doubt ourselves and search for ways to manage our daily affairs better. But we may also recognize that in troubled times we can also learn important things about ourselves, and in turn use this challenging opportunity to reflect, adjust and emerge a better, more insightful person and leader. And the best way to see the forest through the trees and help improve upon your personal performance in a crisis according to experts is to get in touch with your inner self-expression by keeping a Personal Journal.

Outward self-expression is nothing new. There are many forms from art to science. Personal self-expression via clothing, jewelry, footwear and body-art have been a hallmark of mankind since the dawn of human existence. But what of the mind of the creators of written self-expressive forms? Do creators of personal literary artifacts learn from their creations? How does it matter really? Have you ever wondered what people who self-express in written form truly gain from it? You be the judge.

By the time of his death in 180 AD Roman Emperor Marcus Aurelius had long learned and appreciated the benefits of writing down his personal thoughts as a conscientious leader, soldier and philosopher of his day. His posthumous 12 books of the Meditations are well studied for their keen observational insights the introverted emperor pondered and recorded over the many campaigns he waged during his 20 year reign. Perhaps like many great leaders today Aurelius was a complex blend of deep influences. As a Stoic Philosopher common of the day he imbued as an acute and persistent inner quest a rare yearning for self-development. And he learned that finding quiet time to journal his thoughts provided a therapeutic activity of mind and hand to reflect and to take note of his most poignant perspectives, even when they conflicted. Far ahead of his time the Roman conqueror saw the benefits to inscribing his thoughts as an essential part of understanding and developing who he was as a man and a leader. To Marcus Aurelius admittedly keeping a personal diary (or journal) was his way to perpetually self-evaluate and improve himself, a form of hand-written meditation.

Of course, the earliest known written personal form of self-expression is still the ubiquitous Diary. Historically, the diary by definition is a simple daily scribing of chronological events. Over time as personal observations were naturally added as narrative to the text a diary became a personal diary, and from there a Personal Journal which is less about chronology and more about jotting down personal feelings to accompany observations of a particular event or subject.

The earliest known personal diaries with commentary narrative tended to be travelogues. The first written travelogue ever identified and to have survived as such came from the Chinese philosopher and writer Li Ao in the year 809 AD while on a trip through southern China with his then pregnant wife, a detailed account which survives today.

However, in western culture the earliest English written account as a chronological personal record is from Thomas Beckington in 1442 as King’s emissary documenting his 6-month journey from England to France to help arrange the marriage of King Henry VI to the niece of King Charles VII of France. A dreadful endeavor we now know from extraneous personal letters. Flipping through the text you immediately take note of its chronological nature and limited personal reflections. That made this personal diary an effort hardly the self-reflective learning tool it could have been. While Beckington was keeping his personal diary, he was also composing letters wherein he struggled to express and alleviate his truer deeper frustrations during the trip. Given the chance to self-address and work through persistent personal and political ambiguities his keeping of a diary missed the golden opportunity to settle his mind and arbitrate his opposing views.

Enter contemporary times… wherein the best of both diaries and journals have combined into one blended form. Of the most notable accounts in modern history we benefit from today include the written words, drawings, figures and formulas of Albert Einstein, Charles Darwin, Lewis & Clark, Madame Curie, Winston Churchill, Thomas Edison, Nelson Mandela, Richard Branson, and of course, Oprah Winfrey who started journaling when she was 15 years old and claims “Keeping a journal will absolutely change your life in ways you’ve never imagined.”

The Personal Journal as a Personal Learning Coach

Despite its rich history and promising rewards, however, journaling seems to be a lost art for most people. But not for everyone. Virgin Group founder Richard Branson has long been journaling and carries a little notebook with him as he goes about his day to make regular hand notes of his thoughts and feelings as they occur to him. The idea is to learn from your own thoughts. “Don’t just take notes for the sake of taking notes,” he says, “go through your ideas and turn them into actionable and measurable goals.” Good advice.

Dan Ciampa a former CEO of his own consulting firm kept a 12-year personal journal and has authored 5 books on CEO leadership. He advises CEOs today on how important it is to replay events in your day. Because “while the brain records and holds what takes place in the moment…the learning happens after the fact during periods of quiet reflection.” And Marcus Aurelius would agree if only more people everywhere kept a personal journal and referred to it frequently, perhaps we’d have a higher understanding of the importance and positive effect this form of self-expression provides to advancing personal development and enabling better decisions across all of humanity, especially in times of crisis.

So why is keeping a personal journal so effective?

According to research there are many tangible benefits to journaling as mentioned, but other benefits while less tangible are more significantly ethereal. Experts cite three such benefits commonly overlooked to journaling:

  • It provides a chance to slow things down, meditate and be contemplative.
  • It provides a chance to ask yourself insightful questions like: What biases might be influencing my actions and decisions?
  • It provides a chance to allow the connection between mind, body, and spirit to add voice to your introspective opinions.

Getting started

Once you commit to keeping a personal journal the steps to getting started are super easy:

  • Buy a paper journal. While digital-online journals are handy. They are not always better.
  • Create a Personal Quote on your title page that summarizes your reason for keeping a journal eg) I write this journal to myself and no-one else with the intent to document and explore my observations as…
  • Find a quiet place to settle your mind regardless of where you are.
  • Start with the basics of your observations – who, what, where, when, and add the ‘why.’
  • Try to get in the habit of journaling as often as possible and within 24hrs of an observation.

How to approach your writing

  • Be self-reflective – consider how you feel emotionally & why.
  • Be balanced in your evaluation of people, and projects, not too critical not too kind.
  • Discuss how things are developing good vs bad, pro vs con.
  • And finally ask yourself — How can I get better at this?

In summary, what I’m trying to communicate to you is that keeping a journal or personal diary is a proven self-awareness, self-evaluation tool any person can adopt and benefit from. The chance to organize your thoughts into a written narrative that pulls together all aspects of experience and expression is a key best practice these days. The thinking is that while the stresses of a Covid-19 world create lingering unknowns, keeping a personal journal provides a way to not only quietly reflect, but also blow off steam and help relieve the stresses of the day. It’s helped me. Keeping a personal journal allows me to summarize my observances more cerebrally from many points of view, un-edited. And by doing so I can develop new points of view, and often discover new paths through critical problems and that has made me a more confident and actionable leader in my view.

Lastly, when you think about it… now is when the people who count on you the most need the most from you. And so, when you think of the bright side what better time than a global crisis is there to learn another way to reach deep inside yourself and pull your inner voices together and down onto a waiting page. Or as Emperor Marcus Aurelius put it “Our life is what our thoughts make it.” And journaling is our thoughts. So, grab your pen… and let’s journal-down on this crisis.


About the author: Rick Andrade is an investment banker at Janas Associates in Pasadena, where he helps CEOs buy, sell and finance middle market companies. Rick earned his BA and MBA from UCLA along with his Series 7, 63 & 79 FINRA securities licenses. He is also a CA Real Estate Broker, a volunteer SBA/SCORE instructor, and blogs at www.RickAndrade.com on issues important to middle market business owners. He can be reached at RJA@JanasCorp.com. Please note this article is for informational purposes only and should not be considered in any way an offer to buy or sell a security. Securities are offered through JCC Advisors, Member FINRA/SIPC.

The Great Lock Down: A Few CEO Resources to Help

Six weeks ago in mid February 2020 the world was different. The bright economic prospects in the U.S. for another year of expansion and growth seemed inevitable. Employment was at record highs, business and consumer confidence was strong, and GDP was forecast to grow at a healthy 2% for 2020. The expectation was that the roaring 1920s were back!

But then came the Corona Virus (Covid-19) which lurked in the wings, and has in 6 weeks spread across the world and turned a robust global economy into dust overnight, and has left in its wake thus far more than 2.2 million people infected, 147,000 dead, and it’s not over according to daily live tracking statistics.

To make matters worse as of today, mid-April 2020 if you haven’t been living on Mars, maybe you should be. Because most U.S. state orders are for businesses to close and citizens to stay at home, work from home, and not go out unless you have a darned good reason to. And as a consequence the U.S. went from gaining 200,000 jobs per month to losing nearly 22 million in the last several weeks alone. Nothing like this has ever had such an enormous impact on labor since the Great Depression. It’s unreal, or surreal like a zombie apocalypse movie. And regardless of how many times I try to wake up, I can’t because it’s not a dream. And for now this new reality for CEOs and business owners may not forecast increased sales, but rather increased bankruptcies.

Enter the US Government to the rescue

In response to this health-driven crisis many governments around the world have braced for impact, all hoping to ease the economic crash by injecting trillions of dollars into their respective economies. The U.S. in response recently passed the $2 Trillion dollar Coronavirus Aid, Relief and Economic Security Act (CARES) … to help fund payrolls and other operating expenses for 2.5 months for small businesses. The hope is to help shore up small business until the crisis passes. Sounds scary, and it is.

As a consequence, managing or owning a business has thus gone from approaching a paradise in February 2020 to Hell in March and going forward a living nightmare if your business was forced to close until further notice.

To help, I already reviewed dozens of webinars, newsletters, articles and websites over the past 3 weeks and found a few that I believe can really help cut through the haze and focus on how to specifically get aid to your business and keep you afloat. Check these out:

  • CEO Coaching Int’l group: Navigating the Crisis with access real-time CEO advisors:

This CEO Coaching Int’l group brings together CEOs offering free time to discuss your particular Covid-19 situation and offer some resourceful tools and ideas.

Best Advice

From my experience the key performance exercise is creating a detailed CASH FLOW PLAN for the next 6-12 months. Minimizing outflows and using the government loan and forgiveness programs to ease the pain. So if you haven’t taken advantage yet, better get started asap. Many will qualify for relief, but fewer if you don’t act fast. Second is to gather your executive team and external advisor including your CPA, Attorney and Banker. Everyone needs to be on the same page and follow your business crisis & continuity plan. This is your moment to shine through as a strong leader with a keen foresight and a keen ability to communicate to your staffers how the company will navigate through this existential crisis like no other. Until then… please stay well, stay strong, and stay together. There is light at the end of the tunnel.

Rick Andrade

E.S.G. (Environment, Social & Governance) 2020. Here’s what you need to know

Headline: Davos, Switzerland – World Braces for Climate Doom.

On January 21st, 2020, 3000 attendees including top leaders from governments, institutions, and industries from around the world gathered at the 50th World Economic Forum(WEF) in Davos, Switzerland to share and influence the trajectory of humankind. Once again as they have for the last 5 decades these leaders came ready to tackle this year’s topic: Stakeholders for a Cohesive and Sustainable World. And this time the lion’s roar centerstage was climate change, including Sustainable Development Goals (SDGs) inclusive within a broader spectrum framework known as ESG (Environment, Social, and Governance). Like the World Economic Forum itself, ESG is essentially an amalgamated group of key stakeholder issues that demand remediation, especially given the impact human endeavors are having on the planet and each other up to now.  So, let’s take a closer look at what’s working, and what isn’t.

ESG as a concept is not new. In theory it stems as far back as human ethical behavior goes. One could argue that among the very first notable rules governing good Social behaviors are ages old. The idea was to teach us how to live together and prosper without destroying ourselves. The basic rules of Social life. The Ten Commandments were among the first proliferated as such I could argue, mostly S and G, but still an early endeavor to curb the temptation of human vice, including sex, alcohol, gambling and usury among others. But a lot has changed. While ‘Western’ religions of old warned that to indulge in these vices earned you a one-way ticket to the gates of Hades, today’s regulatory sanctions out of Washington and elsewhere have a bit less bite, and certainly not the gruesome feared spectacle of life in the underworld just yet. But that too is changing as more stakeholders demand accountability and measurement progress at Davos.

The latest in the race to Measure ESG

Unlike ‘Scoring ESG’ companies, discussed later, what and how to ‘Measure ESG’ comes first. And to date like Scoring ESG there is no standardized agreement across the board to agree on. Still, despite these challenges organizations are trying to pull together a framework. The International Integrated Reporting Council (IIRC), the Global Reporting Initiative (GRI) and the Task Force for Climate Related Disclosure (TCFD) are each working to help enterprises identify and measure specific accounts, but they aren’t working closely enough together. Enter the US-based Sustainability Accounting Standards Board (SASB). The SASB is a non-profit adjunct to the Financial Accounting Standards Board which in this case serves as a provider of materially significant measurable and reportable ESG category “standards” for 77 industries to 3rd party ESG scorers like State Street Global Advisors and MCSI Research.

But while the SASB makes headway to identify and standardize ESG impact metrics and disclosure standards across the board, the majority of the calls for action to-date are driven by climate change, aka the E in Environmental issues as notably exemplified by rising waters in Florida, poor air quality in China, and the catastrophic fires raging in Australia to name a few. These among others altogether, perpetuated by news and Social Media reporting over the last few years are now the central investment thesis for a growing list of climate and sustainability-minded investors looking to identify and differentiate ESG-signatory from non ESG-signatory companies. But despite all the pressure and ambitious talk the pace of adoption is horrendously too slow for climate-change activists like 17yr-old Swedish climate-change activist and Davos speaker Greta Thunberg who lambasted:

“From a sustainability perspective the Right, Left and Center (political landscapes) have all failed… or worse empty words that give the impression action is being taken.”

Voices like Thunberg’s magnify the urgency to act, not on which SDGs should be met, but rather over what period of time. Time being the most important component of any key decision or choice at hand. But despite the urgent need to take action by all stakeholders to stem the tide from climate change aka global warming, even the World Economic Forum’s own request that each attendee at Davos this year commit to becoming a net-zero carbon emitter by 2050 is way too late for the likes of Ms. Thunberg, who is calling for the end to fossil fuel emissions now. Adding lift to the growing warning signs CEO Larry Fink of investment firm BlackRock declared in an open letter to all CEOs recently that his firm has committed to dis-invest from thermal coal producers by the end of this year. BlackRock manages more than $7 trillion in assets for clients which puts Fink’s statement noticeably on the front page of financial news sites across the globe, marking a significant milestone to the climate impact of E in ESG at Davos.

So then what’s the hold up? Why can’t governments and companies all agree on ESG standards & goals?

The Devils in the Scoring

A few firms have undertaken the enormous task to measure and score ESG impacts at the company level. Some look at Risk, some look at actual spending and savings if available. But all are trying to make an effort to quantify that which can be measured effectively at this stage. Three good examples of monitors and ESG data tracking scorers are:

  • State Street global – uses SASB framework to create a Responsibility (r)- factor for each company analyzed, and uses the r-factor as a score-measure of ESG engagement vs exposure.
  • MSCI ESG Research – (Morgan Stanley Capital International) calculates a risk profile scale spread from AAA (ESG Leader) to CCC (ESG Laggard). This score card helps investors understand where a particular company is on the spectrum.
  • Harvard – Impact Weighted Accounts  – new accounting measurements and reporting standards in development to translate all ESG categories into measurable currency that can consistently, across all industries, measure the ESG accounting impact on a company’s financial statements.

For each of these notable data collectors and scoring companies there are many more looking to cash in on the ESG (Measurement & Disclose) bandwagon. High Scoring ESG companies tend to have greater flexibility in overall macro industry risks like less exposure to higher future energy costs, human capital, and waste. At the ground level early reports indicate companies with high ESG scores have less staff turnover, a lower cost of capital, and tend to save more money via operating efficiencies, reduced input/output waste and reduced overhead costs. By contrast lower Scoring ESG companies may (for a time) operate more profitably as measured by their quarterly EPS, but in the next decade ahead the 2020s may see them fall significantly behind the cost curve as compared to their higher ESG  scoring competitors, and potentially force them to close up shop, or merge with a higher-scoring ESG player.

Lastly, how to measure the financial impact of ESG issues on a company’s financial performance. Currently only two methods are gaining traction, one is the R-Factor (Responsibility Factor) created by State Street Global Advisors for fund sponsors like Bloomberg ESG indices. It uses the SASB framework of ESG categories per industry and weights each company subjectively on how it responds to the SASB outlined issues. The other is Harvard’s Impact-Weighted Accounts Initiative (IWAI). The approach here is to standardize an accounting process that adds an impact measure of risk to each company’s accounting system to produce a second set of books that reflects the monetized impact of ESG efforts, rather than an ESG scoring method. It all seems to be coming together, right?

But there are Skeptics

Because the troubles with ESG measuring and monitoring is getting agreement on such things. Everyone is working on the E-Environment because it’s frontpage news, and more straightforward. As it stands now, however, given the several dispersed ESG-related groups and the breath of the ESG landscape for what and how to measure the financial impact on a particular company over another is still considered the wild west frontier out there. Measuring S & G issues is far from identifying a coherent path forward because Social and Governance issues are less directly connected to a company’s financial performance, and thus by no means a slam dunk for CEOs to implement. So why not just lay low? Berkshire Hathaway CEO Warren Buffett has remained on the ESG sidelines for example, averting any material commitment thus far. Perhaps because heavy industry and manufacturing companies in general have the deck stacked against them at the outset, especially to reduce their carbon footprint, a far harder effort at a large refinery like Chevron burning off waste fumes than at a large retailer like Walmart, re-stocking shelves. This ESG industry impact gap and the underlying mismatch of ESG data collected, measured, and disclosed is what mostly troubles adopters across the globe at Davos.

In fact, in its ESG Guidelines report BlackRock for example identifies (3) key challenges ESG data collectors & monitors face including:

  1. Reliance on self-reported data to questionnaires and industry bodies. Company disclosed information is sparse and disparate across industries and regions. The reliance on self-reported data to private aggregators allows companies to disclose favorable data or opt out completely. Furthermore, there is no accountability or overarching governing body ensuring accuracy of reported information.
  • Inconsistent collection, management, and distribution of ESG data. ESG data is collected, managed, and dispersed by multiple data providers and is not easily accessible to all investors in a standard form. This creates a challenge for investment professionals attempting to systematically compare companies across industries and regions, either in real time or over historical time periods.
  • Disparate approaches to measure and report ESG information to investors. Due to different methodologies and disclosures, index providers and asset managers report ESG considerations inconsistently, creating challenges for investors seeking to compare ESG investment strategies, objectives and outcomes consistently.

This disconnect between investors’ desires for reliable ESG disclosures and how to do it has corporate boardrooms on edge and a little uneasy. In fact, according to a recent PwC Annual Corporate Directors Survey roughly 1 in 3 corporate board directors think institutional investors should devote less attention to some ESG issues, like Board Ethnic, Gender & Racial Diversity, Environmental, and Social & Sustainability Issues. Directors argue they are already handling ESG issues as components of Risk Management, Business Continuity or IT Security plans. Hence many enterprises feel they already have many of these ESG issues under control, and don’t need to extend their transparency for any good reason. And there’s the rub. On the one hand investors want to see ESG metrics far more than corporate executives want to show them because corporates are concerned that ESG measures could negatively impact the value of their capital stock in the public markets. Thus, begging the age-old question; ‘why introduce another layer of competitive performance metrics unless you’re forced to’? Still however, CEOs are eager to stay ahead of the growing populist ESG movement and to engage the sustainability culture sweeping across the globe.

So. What should CEOs do now?

The answer depends on your appetite for short termism vs long termism. And that’s the message from Davos, BlackRock and the new Business Roundtable announcement last August. Wherein the leaders of nearly 200 US-based corporations pledged to include their “stakeholders” as well as their “stockholders” in their profit motives going forward.

Nonetheless, if ESG is a new concept to you. Yikes! You’re behind the curve. So start with an ESG Assessment. Don’t sit on your hands and wait for it to go away. It won’t. If you wait around, eventually investment dollars will dry up as investment funds (public and private) add layers of benchmark ESG rankings & scores to compare companies to one another. Fall too far behind (public or private company) and it will catch up to you at some point, and when it does there will be few places to hide anymore. So Step one: review your industry guidelines in the Sustainability Accounting Standards Board (SASB).  

Step two, hire a Chief ESG Officer to create and champion an ESG effort and roll-out plan sending a strong message to show the public and all stakeholders of your elevated efforts to embrace ESG issues, and to concentrate your metrics-tracking and disclosure/reporting functions into a single head. The new C-ESG executive can report directly to the CFO’s office or the Board of Directors to ensure proper accountability and disclosure. The idea is to provide investors with more transparency into your progress on ESG issues asap.

Q: What will ESG Cost?

A: It’s all about the ‘Long Term Value Creation Story’

At the company level ESG implementation costs obviously vary widely from tens of thousands for Solar installs, to tens of millions to remediate a coal-burning power plant. But cost is relative to time. Pay now or pay later. When is later? According to climate change advocates and activists of the same mind costs are in the trillions so the time is now, while there’s still a good story to tell. In support, former IBM CEO Sam Palmisano said recently that ESG has to be part of your brand, “not just a timely project initiative.” The value creation story argument is that in the long run value is increased as consumers and stakeholders only patronize brands synonymous with ESG, and won’t patronize non-ESG firms. And over time those left behind will suffer a huge catch-up investment requirement potentially causing a significant valuation-decline from their industry peers. Can you measure that? It won’t be easy or straightforward. Best advice is simply to get started down the path and learn from others along the way.

Walmart Case Study

Safe to say that recent concerns about abrupt climate change issues largely focus on contemporary pressures to reduce greenhouse gases by lowering a company’s fossil fuel energy use aka carbon footprint. For example, a transportation trucking firm should buy all electric vehicles, a large manufacturer and heavy coal consumer should add more solar/wind resources, and food industry packaging providers should recycle their own packaging, and pledge to clean up the growing plastic waste problem, etc. And there is a good story to be told there. But ESG goes far further, into the future, and offers far greater rewards to ESG adopters who can gain the public trust telling a compelling ESG-friendly story.

Walmart is a good example of taking ESG seriously. The company has a CSO (Chief Sustainability Officer) who manages a Working Group (as shown) the hub of several corporatewide ESG initiatives that impact many corporate functions across their entire enterprise ecosystem, and externally as well across their stakeholder landscape from supplier sustainability mandates to power consumption. And given its $500 Billion in global annual revenues and 2.2 Million employees (1.5M in the U.S.) implementing an institution-wide ESG program has a corresponding widespread network influencer effect. In their 2019 ESG Report Walmart cites the importance it gives to ESG issues:

[ESG practices can enhance customer trust, catalyze new product lines, increase productivity, reduce costs and secure future supply, while simultaneously improving livelihoods, advancing economic mobility and opportunity, reducing emissions and waste, and restoring natural capital.]—

Now that’s a mouthful. The company not only clearly recognizes and embraces its leadership role to set a good example for other companies to follow, but also actually moves the needle on specific measures for employees, customers, suppliers and all stakeholders, which by order of magnitude includes millions of people across the globe. Being a first mover, or early adopter incorporating ESG into the fabric or the business whose growth strategy embraces rather than side-steps ESG is likely a successful approach.

Are ESG-embracing Companies like Walmart “worth” more?

Is Walmart stock worth more as a direct measure of their ESG programs? It’s too early to tell. But probably not. Nor should it be, until Wall Street and Main Street agree on the “why.” Walmart itself cites this dis-connection among their challenges when addressing stock analysts for example who question if short term ESG costs will pay off in a long-term strategy, especially as it relates to stockholders’ earnings expectations. And this gap between cost of adopting ESG broadly and earnings performance may keep many CEOs on the sidelines until they are either forced to comply or appropriately incentivized. But the writing is still on the wall. ESG is here. Deal with it!

From a CEO Point of View

Is my company worth more if I embrace ESG? This is a tough question to say yes to. Worth more can mean higher profits, or multiple expansion for public companies. Currently ESG engagement remains an important cost center, not a profit center. And until that changes higher costs drive earnings down in the short term. But as mentioned ESG is not a short-term investment play, hence the multiple expansion option anticipating higher earnings down the line is more likely a reason for any valuation premium. How far down the line? Unknown. Each industry is unique and each CEO’s approach is different in timing and commitment. But the argument is that one day soon access to funds, and the cost of capital will be higher for non-ESG companies, especially as more ESG-targeted investment funds and managers assert their “sustainable investment” mandates.

From an Investment Fund Manager point of view

According to Jim Rossman Lazard head of shareholder advisory, CEOs who avoid ESG do so at their own peril. In an interview on January 17th, 2020 on Bloomberg tv Rossman said “I think the movement of ESG from the periphery to the center stage over the last two years is probably as significant as the rise of activism. I think it’s going to fundamentally disrupt asset management and the way not only passive managers, but also active managers think about prioritizing ESG in their Investments… yet another agenda the board and the management team have to take into account…”

Meanwhile, Brian Deese, Head of Sustainable Investment for BlackRock, said in an interview on PBS Newshour that same day January 17th, 2020 regarding the increase in climate change activity:

“these risks are not fully appreciated in financial markets and so we believe we are going to see a massive re-allocation of capital…”

Once again timing is everything. And nevertheless, as it stands ESG-investment funds are a nascent piece of the overall investment pool available to companies. Today ESG funds still do not outperform non-ESG investment funds, however, some say that will change. As ESG-compliant companies begin to take investment centerstage, they will eventually have access to cheaper investment capital and thus potentially lock-out or restrict capital to serial polluters for instance. But to be fair, ESG has a bright future and is likely to compel most every company to show some level of engagement and commitment starting soon.

At the end of the day until a global comparative set of consistently measurable and reportable ESG financial metrics becomes the rule rather than the discretionary exception for public market valuation, it’s still Corporate Earnings aka “the mother’s milk of the stock market” that will drive stock prices up or down for some time ahead. For now, however, CEOs who avoid ESG do so at their own peril. Because the message is clear, get started now on your ESG planning, or face the consequences later. And that is the real take-away from Davos, Switzerland this year.

Make sense?

About the author: Rick Andrade is an investment banker at Janas Associates in Pasadena, where he helps CEOs buy, sell and finance middle market companies. Rick earned his BA and MBA from UCLA along with his Series 7, 63 & 79 FINRA securities licenses. He is also a CA Real Estate Broker, a volunteer SBA/SCORE instructor, and blogs at www.RickAndrade.com on issues important to middle market business owners. He can be reached at RJA@JanasCorp.com. Please note this article is for informational purposes only and should not be considered in any way an offer to buy or sell a security. Securities are offered through JCC Advisors, Member FINRA/SIPC.