Why Did He Call?

Last summer we talked with some representatives of a company that were proposing to buy our inspection company. It all sounded great - they were going to take on all of the employees, pay them more than we were paying them, provide them with insurance and other benefits and when we told them what we wanted monetarily, they didn't bat an eye.

After numerous phone calls and meetings with them we thought we were close to a deal. But when it came down to it, they weren't going to keep all the employees, plus they were going to make them contractors with no benefits. And they wanted us to take a very small amount of cash and take the rest in what I call funny money and deferred money. The funny money was stock in their company. It's funny money because the stock is not publicly traded and therefore there's no way to confirm what it's really worth. It's worth what they say it's worth. The deferred money was a monthly commission based on monthly sales but they didn't intend to maintain the marketing program, which is very effective at generating sales. Stop the marketing and the sales drop off. (We know this because there have been occasional problems getting the mailers out and there is a corresponding drop in the number of calls and orders.) If the sales dropped off, so would the monthly commission check. They also wanted us to include exclusive rights to software that we developed. We found the offer so inadequate that we didn't even feel there was anything to negotiate about so we just stopped communicating with them.

So just before we went into quarantine someone else from that company called. Were we still interested in selling? We hadn't spoken to any of them since last July. For some reason, Mark didn't just dismiss him. But Mark did tell him we had a buyer for more than twice what they had offered  - all cash - no stock. Instead of saying, "Gee, that's great. Good luck and goodbye" he said he was looking at the financials we'd provided last summer and that as near as he could tell, we weren't making any money.

My immediate thought was "if you're not buying it, why do you care? Are you seriously just phoning up to express concern over my profit and loss statement?" But I didn't say anything because I wasn't actually a part of the conversation. But then Mark asked me to clarify things for the caller. He said "It doesn't look like you're making any money." I was fairly annoyed at that stage.  "I don't know why you're saying that and I don't know what you're looking at. You do realize that the statement shows various payments to the owners that the new owners will not have to pay? Anyway, the company is profitable and we went through all of the reports last summer with your CFO and I really don't have time to go over it with you now."

And I refrained from saying "especially since it is of no concern to you anyway".