Hard Learned Lessons; You Can Do Everything Right and Still Get Screwed

 I was working the day watch out of the precinct office when the phone rang. The boss’ name is Stouffer. My partner is O’Brien.

 

The story you are about to hear is true. The names, places and other details have been changed to protect the innocent.

 

Dum, Da Dum Dum……..Dum!

 

“The fact is I thought I had everything covered. I thought I was on the money with that letter of credit. I thought there was no way I’d get screwed with that letter of credit.”

 

Ralph thought he finally had it made. All he really loved to do was build stuff and when he learned to love to snowboard and found that he could make money building boards, it seemed like it was all coming together.

 

Not that it was easy. There were the usual startup/entrepreneur/cash flow challenges. It was 1994 when he took a salary for the first time; $25,000. The company did 4,000 boards that year with fifteen employees, one press and a simple production line. They produced for half a year. 1,500 were their own brand (let’s call the brand and the company “Burp”), and the remainder for other brands.

 

A 1995 order for $1.3 million and 8,000 OEM boards convinced him he was over the hump.

 

“I was completely ready for it. I had the process down and I knew where I wanted to go. All I needed was the volume to get up so I had enough machines. So I had a constant flow through the shop and I figured hey, get it to that point, get it running smoothly and then I can concentrate on Burp.”

 

The first 5,000 of the 8,000 board order were manufactured, shipped and paid for. The buyer called back with a problem with the inserts, which was fixed at Burp’s expense. Before making the rest of the boards, they created four samples with the insert problem corrected and sent them to the buyer for approval. They were approved, in writing, and Burp geared up to produce the boards to that newly agreed upon standard.

 

That’s when the buyer tried to cancel the remainder of the contract. But with the materials bought, that wasn’t really an option for Burp. It took the buyer around a month, until October, to determine that the boards would be produced under another label, and the order was upped to 4,000 from 3,000. A shipping schedule was agreed to and Burp began to produce.

 

The first 400 boards are shipped and paid for with no problem. The second 500 are ready to ship on time and on schedule and the buyer says “Hold it, we don’t have an address for you to ship them to.” A week later, Burp finally gets permission to ship them; to the buyer’s warehouse.

 

Ralph is starting to get nervous. He’s been shipping these boards, and getting paid, under a letter of credit. The buyer’s delays have meant that there are only fifteen or so days to ship the remainder of the product and present the documents before the letter of credit expires. It could only be extended with the cooperation of the buyer, and Ralph isn’t feeling too confident that they will be willing to do that.

 

Another thousand boards go out the door and at this point, the nameless buyer owes Burp $350,000. Another week goes by and another 500 boards are ready to go. His bank tells him he hasn’t been paid for an earlier shipment, and the buyer’s bank pleasantly informs him that their are discrepancies in the letter of credit.

 

A letter of credit is an agreement whereby a bank agrees to pay the beneficiary (in this case, Burp) a certain amount of money based on the presentation of very specifically prepared documents usually indicating the shipment by the specified means of certain goods. If any detail is incorrect, the account party (the entity that had the bank issue the letter of credit; in this case the buyer) can refuse to honor the letter of credit. Incorrect details are called discrepancies.

 

I can’t recall ever seeing a letter of credit without a discrepancy. Ralph was new to the letter of credit game and didn’t know about discrepancies.

 

“I called them (the buyer) up and asked what’s up. They drug it out for three or four days. I stopped manufacturing at this point because I didn’t have any money to pay my guys for two weeks and this is like three weeks before Christmas. Bad scene. ******* is the heroin user capital of the world. I’ve got some burley ass dudes working for me, 38 of them. And when you come to them and tell them they can’t get their pay check…..three days before Christmas, your talking about some pretty pissed off guys.”

 

The buyer claimed there were only two and a half instead of the industry standard three turns on the inserts. Ralph didn’t know what the hell the industry standard was, but he knew he was producing the boards to the standards they had all agreed to in writing. He put the extra half turn on the boards in the warehouse at Burp’s expense.

 

For the next few weeks, Ralph is the beneficiary of an education that’s not in the curriculum at any business schools. For reasons Ralph has a hard time figuring out, the CEO of the buyer gets involved. He pressures Ralph to ship the remainder of the product, but won’t pay what is already owed. He tells Ralph he’s going to take his house through some mysterious legal mechanism that was never made clear. Endless conversations, attempted negotiations, and confrontations go nowhere. People show up from the buyer with a truck on three separate occasions to pick up the product, but they have no authority to pay for it.

 

When December 31 comes around, the CEO suddenly disappears from the picture. There’s no resolution, and no decision maker for Ralph to talk to. He’s $550,000 in the whole, his business is on the verge of collapsing, and he’s got nowhere to go.

 

“These guys lied to me, straight up lied to me. This guy told me that a company check could not be revoked, a wire transfer could not be revoked, every time he’s telling me this I’d call my bank and say, listen, if a wire transfer comes from *************** how long does it take? They said it takes about four days. Okay, can it be revoked? Sure.”

 

Having run out of options, and with his company and personal assets on the line, Ralph filed a lawsuit against the buyer for $4.8 million. His attorney told him he’d win, but it would take something like three and a half years. Both he and his company would be in bankruptcy almost immediately.

 

His attorney went back to the buyer and made a deal. The buyer got the product, Ralph got some money, they signed mutual releases and walked away from each other. But the money wasn’t enough to cover all the debt.

 

Ralph’s only solution was to sell the company. There was plenty of interest, but when the smoke has cleared, there was only one buyer for the company remaining. Let’s call it the ABC company. ABC was willing to buy the assets and pay the creditors $0.45 for each dollar they were owed over three years. Ralph’s job was to convince them to take that. Overall, the deal was worth something like $400,000.

 

Ralph spent six months trying to bring the only three creditors who didn’t quickly agree to the deal into line. He couldn’t do it. Ultimately, it got too late in the year to make the season and ABC pulled out. At this point the major secured creditor, the bank, finally said they’d do it, but it was too late.

 

Ralph went back to ABC. The bank foreclosed on the assets, and ABC bought the assets, including the Burp name, from the bank for $85,000. The unsecured creditors got nothing and the bank got less than it could have gotten had it agreed to ABC’s original deal earlier.

 

Ralph works for ABC now. He’s running their factory, doing what he likes to do, and the business is well capitalized.

 

“At the end of the day, if everything had worked out, and I had made the product and shipped it and they (the buyer) accepted it, I would have been in the plus; not substantially, not like I thought I would be, but I would be in the plus. I would have paid back all my trade debt no problem and I would have been half way strong going into next year. Instead I was sitting there with $350,000 worth of debt.”

 

SIDEBAR:

 

Hard Lessons Worth Remembering:

 

1)    Letters of credit are gnarly documents

2)    Agreements are only as reliable as the people you make them with.

3)    Nothing ever works out quite the way you expect it.

4)    There isn’t always time to learn; know what you don’t know.

5)    A bank’s decision making process can be hard to figure out.

6)    When all is said and done, all you’ve got is your integrity, your ethics, and the relationships you build with people.