Category Archive: Uncategorized

 trying to protect the good name of a mom and pop…

Since the mid 70’s, I have often enjoyed going to a little steak house and sitting in a booth, drinking a glass of wine and reading a book. Sometimes I wear my deck shoes and put my feet on the other side of the booth, sometimes with my shoes on, sometimes, not. I am normally in a corner. I order my glass of wine and a rib-eye, medium rare. I always point out that I want to eat my salad before they bring my baked potato and my medium-rare rib-eye. They always do that. But, not this night. They close at ten o’clock and I was on a business call until 9:40; and, I thought “oh, dear, I think they close at 10:00.” I looked up their closing time on the internet and, yes, they close at 10:00 (I went to a franchise restaurant last week and they closed at 10:00 but they had already locked the door at 9:50), so, I called my little steak house and told them I could be there at 9:50, giving them an opportunity to tell me that it would be better for me to come some other night. But, they said, “come on.” I got there about 9:45. I got my booth, ordered my rib-eye (medium-rare), baked potato, glass of wine and pointed out (once again) that I would like to finish my salad (a salad bar) before my steak and baked potato were served. The waitress said, “no problem.” I got my salad, piled on some Thousand Island dressing, pickled okra and cottage cheese and sat down. I sipped my wine, ate my salad and read from my book.

When I finished my salad, the waitress asked me if I was ready for my rib-eye, medium-rare. And I said, “absolutely.” She brought it, I put butter and sour cream on my baked potato, mashed it up and took a couple of bites…really good. Then, I took my steak knife and cut into my rib-eye, medium-rare; and, it was not medium-rare. I kind of laughed to myself and remembered the waitress had previously asked me if I wanted steak sauce and I had said, “I hope not.” She then said, “well, I wanted to ask…some people want steak sauce, others want ketchup.” Ye gads!

I then thought of one of the funny lines that Johnny Carson used to say….”what do I do…what do I do?” It was late, after 10:00 and I saw tables being cleaned and chairs put onto tables so that they could vacuum. I knew the waitresses, chefs and management were tired and wanted to go home. But, my rib-eye was not medium-rare. It was medium. Ugh….. Do I ask for steak sauce or just eat it as is? Do I ask them to grill another rib-eye, medium-rare? “what do I do…what do I do?” I then thought of “the brand.” This was one of my favorite little restaurants. There was a mistake in grilling my steak. Was it accidental or had they changed staff and they didn’t know how to grill a rib-eye, medium-rare? Or, did they just not care?

In my opinion, this was not about my personal steak but the legacy that might transpire and hundreds, if not millions, would get their rib-eye, medium-rare, not medium-rare but medium; and, what would happen to this little steak house? It might go out of business, after, all these years. The weight of the world and the need to show courage was heavy on my shoulders. “Be strong, be courageous, defend the honor of those cooks and waitresses who came before.” So, I asked my waitress to come over, I apologized and showed her my rib-eye, medium, not medium-rare. She said, “oh, dear….let me get you another one.” I said that I was sorry and she even offered to bring another baked potato or even green beans (green beans?). I said that’s ok. I didn’t even ask for a free glass of red wine. She said it would be five minutes (that’s about right to grill a rib-eye, medium-rare). I said that will be fine.

The clock kept ticking, I finished the chapter in my book and I thought, this has been more than five minutes…. Oh, dear. Shortly, she brought me my rib-eye, medium-rare. And, the cook came over and asked, ”how is it?” I had yet to cut into it but I saw the concern in his eyes. He was just a kid. I said, “perfect.” And, he smiled and left. I then cut into my rib-eye, medium-rare; and it wasn’t. It was medium (again). I sighed and thought of Johnny Carson again….”what do I do…what do I do?” I felt the legacy of the little steak house on my shoulders, again. I can single handedly put them out of business if I don’t say anything.

I slowly cut up my steak and ate it. I then laid out my credit card and the waitress came by and took it. When she came back, I handed her five dollars (in addition to the tip I put on the bill) and said, “this is for you to say nothing to management…. But, tell the young man that my second steak was medium. Perhaps he does not know the difference between medium-rare and medium. Please do not say anything to management but go talk to him.” I showed her my steak and she understood.

As I left the steak house, I was the only customer, the restaurant was quiet and everybody was cleaning up. I looked back at the grill and there was the young man. Our eyes met, I smiled and gave him a thumbs up and he waved. I trust that my little steak house will be ok; and, in the future, when someone orders a rib-eye, medium-rare that they will get a rib-eye, medium-rare. I will find out next time.

 “young man….I have a question for you…

The story began when a friend who had met me at a coffee shop shared a dream that seemed so real to him that he wondered if it had anything to do with Thanksgiving and gratitude; or, better yet, the lack of gratitude.  He was puzzled.  He remembered a sweet, older lady standing in front of him at a craft shop saying, “young man, I have a question for you.”

The backdrop to the dream was my friend was driving around trying to find out how to get rid of a picture of a one stem flower in a picture frame.  The flower was like a long stem blue bonnet (do they exist?).  He  had been to several expensive gift shops, they smiled and said, “no, I have not seen anything like that.  It’s pretty isn’t it?”

His thoughts were: this does not go anywhere in my home, I want to exchange it for something, even for something I can give to a friend.  And, no, in the dream, he did not know who gave it to him.

He ended up in a craft shop, perhaps a Michaels or a Jo-Anns or a small shop in Snider Plaza.  He really didn’t know.  He just remembered this sweet, older lady looking at the one stem flower, smiling and then saying:  “young man, I have a question for you.  Do you really want to give it away?  Someone gave it to you from their heart, didn’t they?”

May we always remember when someone gives us something from their heart.  That is what really matters, isn’t it?

Happy Thanksgiving….

 Burning up my sailboat motor…there has to be a parable in this story, doesn’t there?

I have a sailboat and on the back of it is, I mean, was, a 9.9 Yamaha outboard motor.  It appeared to be more than my boat needed but the original owner was at Lake Texoma and to me, compared to the lakes around Dallas, that is an Ocean!  I bought the boat with the Yamaha motor on it….it probably was worth more than my boat.  It weighs almost 100 pounds.  It requires maintenance from time to time.  And, when you don’t go out very often, you have to be careful about water or whatever getting into your gas tank (or snakes in your cockpit, which happened!).  You also have to worry about water circulating through your propeller into the engine to keep the engine cooled (I didn’t know that).

Several months ago, the motor was stalling and I went to the marine shop (they had tuned the engine three months before) and they said that I had not used the motor enough and should let it “blow out” for about 30 minutes….that varnish from the gas clogs up the carburetor.   So, I went back and tried to “blow it out.”  After a few minutes, it started smoking, shaking and died.  It would not start again.

I went back the following weekend and it still wouldn’t start.  Now, I’m irritated at the marina and I go to a marine retail outlet and ask them if they know anyone who can work on motors.  Ah, there is a new kid who just started his own shop, he’s good and cheap.  I got his address and after about 15 voice mails (that should have been a tell-tell), he called me back.  He said it would be a lot cheaper and easier if I would bring him the motor.  So, I went to my boat, and (by myself) lifted the motor out of the boat and almost dropped it into the lake…almost a 100 pounds, remember?  I somehow carried it up the dock and then up the pier and loaded it into my trunk.  I took it to the “kid.”  I then would call periodically and only get voice mail….and, then the call came:  the motor is burned up….water was not circulating from the propeller to the motor….would be better to just buy a new motor (that’s almost $3,000!).  No way!

I went into hibernation….and, then I finally went back to pick up my motor and it was in three pieces and had been raised with a fork truck into his attic.  He no longer had the fork truck.  So, each piece of my motor was lowered with a rope.  We put the pieces into my trunk and I asked if I could pay something for the trouble….he said sure, how about $75. 

I drove around and found another marine shop, went in and they said, “oh, no, we don’t work on foreign engines but the guy across the street does.”  I went over there and sitting in a cage, smoking a cigarette was a canterkerous, older man.  I told him my story (or is it stories) and he started laughing.   He started ranting about “sailors.”  You all are alike.  You go out and buy expensive motors and boats and you take them out, what?  four or five times a year?  And you let the gas get old and it breaks down and corrodes your engine…and you don’t change the oil…and you don’t change the filter in the propeller so that the water won’t clog and burn out your engine.  I protested and said that I always put STP in my gas and he started lauging again.   He said STP only helps if the gas is less than 60 days old.  He said I should keep about one to two gallons of gas in the gas tank (I always keep about five gallons) and then I should replenish it every 30 days (I didn’t know that).  He also said that even if I wasn’t going to sail very often, I should go out every week and simply run the engine (I didn’t know that).   And, during the winter, the motor should be drained and stored…..(what a pain!).  But he thanked me for coming by and said if it wasn’t for “sailors,” he wouldn’t survive (financially).  He laughed about all the sailboats at the lake that never went out and how many came to him and didn’t understand why “their motor burned up.”   

He now has my motor and (right now) thinks he can repair if for $350….we’ll see.  But, it’s been two weeks and all I’m getting is voice mail.  I wonder if he is still sitting there in that cage, smoking a cigarette and laughing.

As I thought about the cantankerous, older man, I started laughing.  How many times have I wanted to counsel someone, not in regards to a sailboat motor, but on how to do the the 10% to 20% of their business that they don’t know to do………

 They had retained me to seek other groups to acquire; and, then the phone call came….

They were a relatively new client and had retained me to help them seek out groups that they could acquire.  And, then the phone call came:  they wanted to liquidate their partnership and have one partner buy out the other.  They asked me to facilitatie the buyout.

Even to this day, they are one of the best groups I’ve worked with:  they liked and respected each other, paid their vendors early, had great clients and served their clients well. They treated their employees with respect.  It appeared to be a model partnership.

I pride myself in being sensitive and fair when it comes to a group dissolving or merging with another group.  When one is talking about a simple partnership breaking up, it’s not really that simple.  Historical earnings, gross margin, what was brought in, what was won and by whom, all play a role in trying to determine fair value beyond the equity value on the balance sheet.

After several weeks, we had agreement from both parties.  I felt very comfortable with the document from the attorney and the liquidation process (I have a special attorney relationship that I cherish.  He lets me write the draft and then he cleans it up!  It reduces my client’s attorney fees and allows me to keep the people issues front and center; not just a money deal).

I met the partner who held the greatest number of shares at a local restaurant late in the afternoon.  He and his wife were sitting at a table drinking tea.  Although he was the majority owner, he was willing to walk away from the client relationships and start over.  And, then…another surprise.  His wife asked an interesting question:  “If it is a good deal for both parties,then, if we decided to keep it, wouldn’t it still be a good deal for the other partner as well?”  Needless to say, I was taken back.  I paused, expressed kind of a nervous, awkward giggle and said, “yes, it should be.”  The husband and wife then said, “well, we want to keep the agency.”

I went back to my office and called the other partner, who thought by the end of the day that he would be moving forward with the client relationships and single ownership.  After I told him that his partner did not want to sell but was interested in buying him out (instead), he, too, expressed a nervous, awkward giggle and said, “well…if it was a good deal for both parties, then it is still a good deal for me.”  He signed the papers later that night.  All we did was change the name of the buyer and the seller…and, that was it.

I have come behind many acquisitions/mergers that were poorly done.  Hard feelings, law suits or threats of law suits occurred.  I have a series of tests and intuitive guidelines that I ask both parties to consider in processing their buy/sell agreement.  If you find yourself in a similar situation someday where you can benefit from some sage advice and counsel, I would like to help you.