Allan J Gold

Covid 19 Business Reopening Checklist
“COVID 19 BUSINESS REOPEN CHECK-UP TEST!*”
(OR RETIREMENT HERE I COME!)

By Allan Gold, lawyer, lecturer and author. (Part 3)

Vol. 12, #18.3.3 – July 28, 2020– ALLAN GOLD’S BLOG

(Editor’s note: This blog contains the next two items of the Covid 19 Business Reopening Checklist)

For Independent business; Small And Medium Enterprises / SME; Petites et Moyennes Entreprises / PME; Family business – From Governments (Canada, Quebec, Montreal), Financial institutions, etc.

Yes, it’s a Covid 19 Business Reopening Checklist, titled,

“Gold’s Covid-19 Small Biz Reopen Check-Up Test!*”

(OR RETIREMENT PLANNING HERE I COME!)

1. OPENING

This summer has been way different. This was a time when the population was confined by ‘stay at home’ directives and restrained in daily activities. Of course, this had an impact on the economy. In business, there have been winners and losers. This ran the gamut from small, independent, family-owned enterprises through to small SMEs and PMEs, all the way to big multi-nationals. It’s not just a little either way- instead, it’s often quite extreme. Bucking the trend, there were those, which were at the right place at the right time. For example, the phones have been ringing off the hook for construction- renovation companies involved in residential landscaping and outdoor design. This was because people wanted to carry out long desired house improvement projects and make themselves more comfortable at home. In addition, wanting to enjoy summer, but obliged to keep households separate, demand went through the roof for swimming pools sales, service equipment and lawn furniture. In addition, conventional leisure travel took a hit. Of course, social distancing while sitting with strangers on a plane, train or bus is difficult. As result, airlines and hotels suffered a near collapse in sales. So summer vacations were re-imagined; and many family holidays made a turn towards RV trips. In consequence, RV online rentals apps became very popular. Of course, you know of others; but if your company is not one of them, then listen up! As a business lawyer Montreal, I’ve prepared “COVID 19 BUSINESS REOPEN CHECK-UP TEST!*” And the foregoing is a lead off to the next two items in our check list. In number 5, we offer a critical lens through which you may look at you and your business, and this, during the corona virus crisis. In number 6, as a business lawyer Montreal, I offer a few broad line suggestions on the bookkeeping/accounting side. So hold your nose and let’s go!

1. “Gold’s Covid-19 Small Biz Reopen Check-Up Test!*” Cont’d

1. REFLECT long and hard about you and your business, past, present and future. More precisely, you should:
   
   
   1. BEGIN by taking a hard look at your business to see if it’s worthwhile to continue on with operations. KNOW that there are businesses, which even before the pandemic, had serious underlying conditions and were facing bankruptcy. If that’s your case, think again about staying in business and give consideration to retirement and more retirement planning. You see, regardless of your best efforts, the COVID-19 crisis could push a company at higher risk over the brink. And should there be a strong possibility that your firm won’t survive, don’t struggle against the inevitable. But if your firm is still viable, TAKE note that the news is not all bad. Hereinafter are several items of note: (a) Statistics seem to show that Canada has been flattening the curve; (b) Governments have been spending widely for worker and business relief and support; (c) Today’s technology allows us to do so much in a whole new way as for example, wave and pay, bank with your phone send electronic mail, etc. Indeed, we’re lucky- it would be much worse if we didn’t have such functionality. (d) Most people are speaking of a recovery, be it to be ‘V-shaped,’ a ‘U-chart,’ a check mark or a “W.” The big point is that most people are stating that there will be recovery! So tell the doomers and gloomers to go and stuff it! For me, while it’s not the end, it soon could be the end of the beginning.
   2. RECOGNIZE that in every business cycle, there’s a way to make money. You just need to (a) ANTICIPATE where the market might go and MOVE in that direction, hopefully before others in your business sector; (b) FIGURE out what buyers might need (and want) now or in the immediate future and try to provide such items and services earlier than the next guy.
   3. KNOW that there’s usually something good coming from something bad. Indeed, regardless of being at a rough place at a rough time, if you look hard enough, you’ll probably be able to find a silver lining. Here’s Gold’s rule of thumb #31- wherever there’s disruption, there’s opportunity! And the bigger the unsettling and disordering event, the bigger the opportunity! In this instance, while it’s tough to say, firms in every sector that were just holding on, by the skin of their teeth, will probably fail. And these business failures in turn will: (a) Clear out the marketplace. And that in itself will create huge opportunity as there will now be less competition. And if you’re still standing when consumers and business alike go looking for products and services (which you offer), it’s probable that you’ll be on the short list to benefit therefrom. (b) Result in commercial equipment being put on the chopping block, this with the result that you’ll be able to scoop them up and thereby improve and/or expand your firm.
   4. REVIEW your personal finances. To this end, ASK yourself the following big, money questions: (a) “What’s my tolerance for risk of loss, high or low? Due to the many economic negatives, the general view is that small business will have a very tough time of it. And most expect losses in the short and intermediate term. As a result, if not prepared to lose more money and possibly end up losing it all, it might be best to move to the sidelines. (b) “Can I live on the money already in hand?” Nearly everyone will say that their nest egg, at present, is not enough. But nevertheless, there are some business people who perceive a very real danger of suffering both a wipeout of business equity and also a serious depletion of personal savings. Accordingly, such folks may grudgingly say that they’ll just have to manage on what they got because you know …it’s better than nothing!
   5. BE smart. RECOGNIZE that there are a few ways to view the decision to discontinue the management of an enterprise generating active business income. Here are a few. (a) STOP if you’re unsure what to do next. It’s just not good enough to continue on, trying to make the best of a bad situation and hoping for the best. Indeed, you have choices. If it doesn’t seem promising and you don’t feel secure, don’t do it! (b) TAKE a time-out. This could give you the chance to watch how things may develop in the coming weeks and months; and once you’d have more information at your disposal, you’d be better positioned, to figure out a way forward. In other words, you’re adopting a strategy of retreating & regrouping, this so you can march again and win on another day. (c) UNDERSTAND that stopping now is not an instance of your turning away from a challenge and an admission of defeat. Instead, you’re showing yourself as being a realist, this inasmuch as you’re: (i). Abiding by the business maxim, “Don’t bite off more than you can chew.” (ii). Listening to your inner voice. You know the one – it’s your intuition. Of course, it has been right over the years. REMEMBER how you thanked your lucky stars when it prompted you to pass on a possible deal in the past. I ask you, “What is your gut telling you about the current business opportunity?” As a business lawyer Montreal, I heartily recommend that you not ignore your instincts. (d) KEEP in mind that as this ‘new normal’ plays out, there will be advantages to those people, who leave the game early, before losing it all and therefore have cash further down the road. You know what they say, “Your day will come!” Perhaps they’re right! And just maybe, it will come sooner than expected.
   6. CONSIDER your possible Business Exit Strategies. THIS IS A MAJOR ASPECT OF RETIREMENT PLANNING FOR A BUSINESS PERSON. For reasons herein mentioned, it may currently be too problematic or disadvantageous for you to carry on business any longer. If this is where your head space is at present, you’ve reached an important junction! For your information, a business exit strategy is “an entrepreneur’s strategic plan to sell his or her ownership in a company to investors or another company.” (Source: https://www.investopedia.com/terms/b/business-exit-strategy.asp) If you already have a plan, then you have one leg up on the next guy/gal.) Here are a few tips. To this end,
      
      1. STAY silent about your desire to leave and possibly retire. Of course, there are exceptions. Indeed, it’s advisable to reach out to your accountant and tax professional, etc. For others, KEEP this information confidential until it’s opportune to make it public. The risk is that such news could cause: (a) Prospective buyers to offer less of a purchase price; (b) Suppliers to stop giving credit and ask for immediate payment of balances owed; (c) Customers to take their business elsewhere, (d) Employees to quit, etc.
      2. CONSIDER the issue of the intellectual property belonging to you and/or your company;
      3. BE aware: (a) That it’s generally better to sell an operating business as opposed to one that has been closed due to bankruptcy – this is about goodwill, current sales, a leasehold right, etc.; (b) That in the past, a big selling point is a lease of premises – please note that it’s preferable that there’s a term of ten (10) or more years, but not less than five (5) years! (c) That as to the price, while you aspire for the maximum the market will bear, you want it to be high enough in order to cover taxes, employee claims, secured creditors, unsecured creditors, and last but not least, a walk-a-way sum for you as the selling party; (d) That it’s best to get paid in full; but if this isn’t possible, thereupon TAKE PROPER SECURITY ON BUSINESS ASSETS, THIS RELATIVE TO THE BALANCE OF SALE; (e) That at closing, you must address taxes and you’ll need the consents of landlord, secured creditors, etc.; (f) That of course, selling a business is important stuff and you’re going to need proper counsel, be it as regards tax, real estate, banking, legal, etc.; (g) That the revenue stream arising from the sale proceeds may not be as big as that when you were the business operator; but depending on the circumstances, it still could be reasonable and regular.
      4. LOOK seriously at the possibility of a generational shift. This is the business/asset transfer to either an adult child, (especially if he or she is already working in the business) or to a key employee (typically middle-aged) buying the business as a going concern. Indeed, this could be the perfect time for you to depart and for him or her to take over the reins. You see, it will now take fresh eyes and new skills to perceive and overcome the challenges of today.
      5. ANALYZE the expediency of a quick sale to any of the following: (a) National supplier; (b) Regional wholesaler; (c) Other player in your business sector either selling or servicing complimentary goods/services; (d) Owner-operator of a similar business in another town, wishing to add your commercial location to their expanding number of units.
      6. SELL business furniture fixtures and effects (now as ‘stressed assets’) on a piecemeal manner if you can’t sell the business as a going concern. Of course, this isn’t the preferred route as the sale prices will typically dip substantially. But if this is the way you must go, in my belief as a business lawyer Montreal, I have a few suggestions:

2. INQUIRE as to the trade value of your fixtures & equipment and PAPER your file. This is important, if there is a shortfall and you’re facing the tax man or unpaid creditors and you have to defend the price. (N.B. It’s likely that most articles are old-style, damaged and/or heavily used and such would support your contention that a reduced price being charged theretofore is reasonable!) To this end, (i). SECURE a purchase quote for the big ticket items from a supplier-vendor thereof. (N.B. If oral send him an e-mail confirming the quote and keep a copy thereof) (ii). DO an online search of like used items and print out hard copies and retain them in your file.
3. GET a written global estimate (as to the potential sale proceeds) from an auctioneer about holding a one-day auction and selling equipment, furniture and fixtures, plus stock in trade, etc. This means selling your business assets, paying down debts, first on those against which security has been taken and presumably where you have given a personal guarantee, then ratably as to the unsecured debt and possibly getting somewhat liquid if it ends up with a surplus of proceeds over indebtedness. Of course, if going this route, you must consider the taxes payable and act in conjunction/compliance with your secured creditors, landlord, etc.
4. MAKE an invoice in the name of the selling company. ITEMIZE the items being sold, describing each as to the number of units, then the material make-up, dimensions, color and where available as to model#/serial#, etc. CHARGE the sales tax thereon!
5. STATE on the invoice front that the items being sold are “sold strictly as is,” this with the buyer acknowledging that he/she has been afforded the full opportunity beforehand to inspect each and every item and being entirely satisfied therewith.
6. INCLUDE (if and when the document is in English), the English clause, notably, “The parties hereto have requested that the present contract be drafted in English./Les parties aux présentes demandent que le présent contrat soit rédigé en anglais.”
7. Deposit the payment into the bank account of the selling company.
   • 1. DETERMINE the best exit strategy which is feasible and practical, this taking into account the object of sale, the costs involved, such as professional fees (accounting, tax, legal, etc.) So in a very real sense, it’s now retirement and more, retirement planning or bust!

6. REGAIN control of your business finances. In this regard,

Debit (expense) side

6.1 TAKE draconian measures to the spending by your company and DO it immediately. As a business lawyer Montreal, I hereinafter give you several tangible things that you can do without delay. (a) ENUMERATE your big fixed costs. This done, COMPARE your firm’s situation in context of industry benchmarks; (b) MAKE a plan as to where and how you can make cuts. To this end, REDUCE overhead to the bone this in and by: (i). Closing unprofitable locations that are a drag on your bottom line; (ii). Shedding excess space with the consent of landlords or sub-leasing surplus area to cut down your monthly payment; (iii). Merging where feasible bricks and mortar retail sites, production and warehousing facilities, etc. (iv). Reducing staff where there is labor redundancy; etc. (c) TRACK variable costs painstakingly and MANAGE them closely; and to this end, improve financial controls where applicable. (d) STREAMLINE operations to improve efficiency and increase profitability, this in and by: (i). Improving your production workflow. (N.B. This is to achieve speed and efficiency. It’s also out of a concern for customer satisfaction. And it’s useful when adding staff and scaling the business.) A great example in this regard is McDonalds Restaurants. Of course, to do this, you must understand how components must come together to produce a finished product. Another great example is Ford Motor Co. and Henry Ford’s assembly line innovation for mass production. Indeed, such did increase quality and reduce costs. (ii). Investing in technology; (iii). Offering incentives to staff who save time and money; etc.

Credit (revenue) side

6.2 VERIFY sales results daily, weekly, monthly, quarterly, etc. Indeed, it’s important to monitor these numbers closely. This is called “Sales Tracking.” It tells management what remains to be done overall for the time period and also to provide directions down the line to those sales personnel, needing a push or help in reaching their respective goals.

6.3 BE informed of your firm’s financial status on an ongoing basis. For this purpose, (a) PREPARE quarterly trial balances. (b) ANALYZE results & DETERMINE trends; Please NOTE a few ‘Golden’ rules: Gold’s Rule #32-It’s best to have bad news the earliest possible; Gold’s Rule #33-Immediate pain potentially can give later gain; and Gold’s Rule #34-Taking steps sooner is usually much better than later.

6.4 BE forward thinking by creating a Business Budget. It’s not that complicated to do. First TAKE your expected Revenue based on the prior year, and ADJUST the same in consideration of current conditions. Then SUBTRACT Fixed Costs. Next ALLOCATE from the difference, a maximum total on account of those Variable Expenses that are absolutely necessary. In addition, DETERMINE an amount to be set aside as a Contingency Fund for Unexpected Costs. Finally, CREATE a ‘proforma’ Profit & Loss Statement. Indeed, knowing what you need to break even gives you great power, when trying to make advances businesswise.

In closing this section, I assert that your habit of crunching the numbers is important. If you do it regularly, you’ll have a better chance of getting one that pleases you at the end of the month, quarter and for the entire year of operations!

C. CONCLUSION

Facts and figures don’t lie. People do. Be honest with yourself. If your business has life through the Covid-19 crisis, make it happen. If it doesn’t, don’t hang on, not knowing what else to do. Instead, let it go, move on and discover your next stage in life. No, I’m not telling you to sing “Oh, goodbye, cruel business world, I’m off to join the circus” But rather, I’m saying that you should do some more retirement planning in some of the areas as covered hereinabove. In contrast, should you decide to continue on in business, I suggest that it be subject to two conditions: 1. That you’re firmly in control on top of the business, knowing your numbers, and making adjustments in real time. 2. That you’re thinking of retirement and carrying out retirement planning as hereinabove suggested. You see, that’s the Gold’s 1-2 punch!

Quotes of the week (business-wise).

• “Optimism means better than reality; pessimism means worse than reality. I’m a realist.” – Margaret Atwood
• “Control your expenses better than your competition. This is where you can always find the competitive advantage.” – Sam Walton
• “Setting goals is the first step in turning the invisible into the visible.” – Tony Robbins

Last word.

I’m reminded of the situation of the guest who’s overstayed his/her welcome. Of course, when invited somewhere, you must know when to leave. The same goes for being in business in the Corona Virus environment. Trust what your little voice is telling you and don’t resist. Your intuition may be trying to save you from an even greater loss and move you to a better perch during the pandemic economic crisis.

In addition, I recall the childhood experience outside of a corner store, wanting to buy a candy bar and counting the change in my pocket. The same goes for being in business nowadays. Knowing your financial capacity should govern your business behavior. Remember if the funds aren’t there to continue, you may be delaying the inevitable and increasing the loss and diminishing your funds at the other side.

P.S. It’s not such a bad thing if after taking “GOLD’S COVID-19 BUSINESS PERSON’S APTITUDE TEST” of a business lawyer Montreal and you find your glass more empty than full. This is because you’ve been retirement planning and you can then say, “Retirement here I come!”

― Best wishes to each of you and to your entire family.*
Allan J. Gold

Avocat/Barrister & Solicitor
NO 1 Wood Avenue Condominium
4055 ouest rue Ste. Catherine, suite 128(-A),
Westmount, Québec, Canada H3Z 3J8
Adresse électronique: attorneygold@practitionerspress.com
Tel: (514) 849-1621; Fax: (514) 849-4664; Mobile: (514) 918-1450

www.allanjgold.com ; Blog: https://allanjgold.com/blog-glm/

D. PREVIEW OF NEXT IN THE BUSINESS LAW BLOG SERIES.

I believe that with this blog series, I may have started you along the way to being more aware of the law for business. I will continue on with the subject of COVID-19: Economic relief measures announced to date / Allan Gold – For Independent business; Small And Medium Enterprises; SME; Petites et Moyennes Entreprises; PME; Family business – this on the topic of the CORONA VIRUS PANDEMIC and the corresponding COVID-19 relief and funding programs, but more precisely as regards the need for a business reset resulting therefrom. Today, as a business lawyer Montreal, I covered numbers five and six of the Covid 19 Business Reopening Checklist, titled, “GOLD’S COVID 19 BUSINESS REOPEN CHECK-UP TEST!*” (OR RETIREMENT HERE I COME!) Next time, continuing on, I shall cover the next two items of the said Reopening Checklist. Interested? Want to get more information about the current topic, retirement planning or other areas of law written by an “avocat,” one of the family business law lawyers, a business lawyer Montreal, practicing also in the elder law field? See you next time. It won’t take too much time. Remember my byline – it’s “Gold’s Legal Minute*GLM*!” And please don’t forget to join my professional community by entering your e-mail at the prompt.*

E. NOTICE – CAUTION –DISCLAIMER.

The material provided herein is of a general nature, strictly for informational purposes. The interpretation and analysis is not to be misapplied to a personal situation with a particular set of facts. Under no circumstances, are the herein suggestions and tips, intended to bring a reader to the point of acting or not acting, but instead, the hope is that they are to be a cause for pause and reflection. It is specifically declared that this content is not to be a replacement of, or a substitution for, legal or any other appropriate advice. To the contrary, for more information on these presents, related subjects or any other questions, it is the express recommendation of the author that everyone seek out and consult a qualified professional or competent adviser.

*©/TM 2020, 2019, 2015-2018, Allan Gold, Practitioners’ Press Inc. – ALL RIGHTS RESERVED

** ©/TM 2006, 2008, 2018 Allan Gold, Practitioners’ Practitioners’ Press Inc. – ALL RIGHTS RESERVED