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PDF Editor FAQ

Does saying “let the free market decide” really mean letting the people that can buy influence decide?

It means all of that and more, so much more that it becomes stochastic [read: complexly random] and beyond any meaningful ability to control. I’ll give you an example.My middle son got caught in the coronavirus quarantine with us. He works for a new European company with a really hot product. He’s in charge of sales & marketing in the Western Hemisphere.The product is so hot that already about four potential vendors have decided to knock it off and produce their own version rather than wait to be shipped. He has a finely tuned sense of exactly what kind of vendors he wants reselling the product. But he also has a good understanding of the UCC, the Uniform Commercial Code, that, to some extent, restricts the calculus he has in his head as to who he prefers as vendors.As if sales were not booming enough, the pandemic blew them through the roof. They no longer have product to ship, though the operations end is moving heaven and earth to crank up manufacturing output. At the same time, the pandemic appears to be the death knell for two of their biggest vendors, major national retailers who are seeking bankruptcy protection while sitting on unsold product and unpaid bills.His planned trip to South America to open up that territory was postponed after many weeks of contact and planning. And their hiring plans for the US were put on hold thanks to the quarantine. Because of that, he has a backlog of prospective vendor emails in the hundreds. He stays up into the wee hours diligently whittling through the list.So, a few days ago, into that maelstrom comes a phone call from a retailer in the Midwest who wants to buy one for a customer, a sale of a few hundred dollars. The retailer is Amish. He has no website. He doesn’t even have automated credit card processing. My son explains the difficulty under the circumstances, and the man reminds him they met at a trade show weeks earlier. My son recalled him and recalled that he had been both friendly and keenly interested in the product. He decided to move heaven and earth to make that one-unit sale.That’s the story for ONE European startup. How many tens of thousands of manufacturers and wholesalers are there in Europe dealing through how many hundreds of thousands of resellers? How many in North America? How many in the rest of the world? One unlikely store in the Midwest has undue influence. Some potential retailers offering to put multiple units into each of scores of stores he does not want to sell at all. When things go stochastic, who has influence is simply the luck of the draw and changes sometimes day-by-day.

How do pastors come up with a different sermon each week?

Two major approaches. The first follow a three year cycle of readings that include readings from the Old Testament, a Psalm, the Epistles (unless it is in the Easter season where the text is from Acts) and the Gospels. This is called a lectionary and its strength is that it broadly surveys the Bible and insures that preachers do not rely in their own favorite texts or themes. The second is basically it’s up to the pastor. In this tradition, the pastor has the freedom to choose any text on any Sunday. They may choose to preach on texts from a book of the Bible. They may choose a theme. A UCC seminarian asked me once if I had any thoughts about what the preach about the next Sunday. (I am a lectionary preacher.) She choose “Bloom where you are planted” and I never heard what text she would use.Next you need to study and examine the texts. Questions need to be asked like “What did the author mean to say?”, “How has this text been understood by different theologians, in different times?”, “Where do I hear God’s Law and God’s Gospel?”. ”How does this relate to the listeners?” This is a process that often takes hours of contemplation and prayer.What is the point? — that is the first decision to be made, when the sermon is being crafted. Also, what stories, sayings and examples will further illuminate the message to be conveyed. Then, with an outline to guide, one can begin to write.Now the blessing is that the Holy Spirit is active in the writing, the delivery and the hearing of the sermon. So different people hear different messages that correspond to their needs. The Holy Spirit can work through the worst sermon ever preached if the listener is open to the message.I preach on the same texts every 3 years. I am amazed at the insights and details that I notice for the first time, or anew each time. I have listened to my hearers and worked to communicate as clearly and simply as I can. I enjoy preaching more today than ever before.

What procedures must you do and considerations should you have when buying an existing business?

I’ve purchased two brick and mortar businesses and joined a third as an equity partner. There’s no way to be sure of everything. There will always be little messes to clean up - that’s a guarantee - so the trick is to look for evidence of the big messes.The big pieces are:The customers (sales)The revenue generating assets (machines, people, whatever)The books (debt, mostly)The Customers.Starting with the most important piece of a business (IMO), I will ask the current owner about sales and will usually get a historic register or a Profit & Loss statement. Now: no matter how honest the person seems to be, let’s acknowledge that he or she is trying to sell their business for a good price. It is in their best interest to show sales in the most positive light they can.The easiest thing to do is to look for irregularities in the sales numbers. This is different than cyclical sales - I look for numbers that ‘just don’t add up.’ For example, do purchases of materials increase a little before or after sales increase? If I’ve got sales spikes but no corresponding material purchases, I know that something’s amiss.The harder thing to do is to seek evidence that the customers that are generating the sales actually exist. You can ask for a client list if it’s a B2B operation, or you can stake out the storefront if it’s a B2C operation at different times and on different days. You’ll want to establish a baseline, then watch if customer patterns repeat. Taking 4 weeks is better, 2 weeks is ok. If that seems like a long time, consider that being stuck in a business with no customers will surely take longer than 4 weeks to offload.The Revenue Generating Assets.In a product-based business, owners rely on machines or processes to create the product. There are the “Prime Movers,” or the assets that are the most important and most costly to operate, and the “Support Assets,” or the machines that exist to help prepare material or support the Prime Movers. For example, a bakery’s prime mover would be the oven. A support asset would be the refrigerator that keeps ingredients from spoiling until bake time. A support asset will also be the HVAC unit on top of the building. These are PAINFULLY EXPENSIVE to replace.I’ll want to inspect revenue generating assets, especially things that are mechanical. Again, the historic register of P&Ls make show how often money was diverted to repairing or maintaining them. I may take an expert if I can find one, or may even hire a third party expert, to help me identify and inspect the assets. Even though a broken support asset isn’t a deal breaker, it still gives me visibility on it and can even be a negotiable item later on when the price is being discussed.If it is a service-based business, the revenue generating units tend to be the people that work there. I will want to determine the culture there before I buy.Who is the alpha employee? What kind of stake do they have in the culture? How long have they been there? Are they a positive influence over the culture or a negative one? If they are a negative influence, how will the business suffer if I let them go after I buy? How easy or difficult will it be to let them go if I need to later? These are questions that are super difficult to answer in one meeting or a passing introduction. So I’d recommend taking some time to identify these internal stakeholders and trying your best to interview them beforehand. Note: when I say interview, I really mean prompt them to tell stories about the business, the customers, and their lives before working there. Stories are so much better than answers to questions.The books.Looking for debt or outstanding accounts payable will save a LOT of heartache later if you find them beforehand. The simplest way to determine outstanding debts is to ask the seller if there are any. They will say yes or no.The second way to determine debt is to look for a UCC-1 and its corresponding UCC-3 filings if the business you are purchasing is in the US. The UCC-1 and 3 are basically public records of liens placed on the business assets.The third way is to find everything you can online about the business but most importantly, the sellers/owners. Do they have a bankruptcy filing from a few years ago? If so, what’s in trust? What loans are they personally guaranteed for? What were their past business dealings? Have there ever been any lawsuits?*sigh* The Lawyer.Finally, it helps to retain an attorney to draw up the purchase agreement. Important to note is that the attorney will not save you from anything you forgot to look at - the attorney’s job is to make sure you and the seller are in compliance with purchase agreement laws, and that the agreement itself is fair and admissible in a court of law.Good Luck!

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