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With a Little Help from My Friends

E-Strategies Rug seller Bob Shallenberger found software that lets his small business act like an industry giant without spending giant fees. The year: 1995. The setting: a classic loft building in lower Manhattan occupied by retailer ABC Carpet & Home. Bob Shallenberger, a rug retailer from St. Louis, stood on the ABC showroom floor and watched as a customer approached a salesclerk. “I like the style of this red rug,” the customer said, “but do you have it in a four-by-six, in blue?” The clerk disappeared for a couple of minutes, then returned with a thumbs-up. The clerk had used ABC’s computer not only to confirm that the store carried the rug but also to pinpoint the rug’s exact location. Shallenberger could hardly believe his eyes. Back then, Shallenberger, general manager of Rug World Oriental Rugs, in St. Louis, could only dream of such efficiency. His oriental-carpet retail business, with 1995 sales of just $350,000, could never match the resources of ABC, then a $100-million company. “If you’re a rug guy, they’re mecca,” Shallenberger says of ABC. But today Shallenberger, 31, enjoys a computer system with ABC-like efficiency, and then some. What’s more, he didn’t spend a fortune to get it. Instead, he mined his contacts in the rug business until he struck gold: a custom program with an industry pedigree, for just a few thousand dollars. Now, instead of staggering back in awe, Shallenberger is sitting pretty. “It’s wholly empowering,” he says. “We’re in the game now. Before we were in the minors. We’re not in the minors anymore.” Like Shallenberger, many CEOs at growing businesses dream of someday harnessing the power of big-company computer systems. Often those dreams are never realized, because the CEOs assume — correctly — that they can’t afford the big, third-party software packages their industry’s giants run. But some tech-savvy CEOs tailor off-the-shelf applications like Lotus Notes to create their own, semicustom software. MAGIC CARPET RIDE: “I can do in eight hours what used to take me three days,” says Bob Shallenberger. But Shallenberger is no techie, and he doesn’t write his own code. He likes to discuss tech decisions with his CEO buddies. Their advice is free, he points out, and “probably more accurate than some guy trying to sell us things.” So when he wanted to match ABC’s software, he talked to rug-industry people. Shahab Etessami, a former rug wholesaler who wrote the software Shallenberger now uses, says that “probably 90%” of the people in the rug industry start a software purchase by simply asking other people in the business which software they use and where they got it. Shallenberger is a rug-industry veteran, having started with Rug World back in his college days in 1991 as a part-time salesperson and delivery man. He quickly advanced to become Rug World’s store manager, head of retail operations, showroom manager, and finally general manager. When, in 1993, Rug World’s owner, Cy Tavazo, moved to New York City to source rugs, Shallenberger was left in day-to-day control of the St. Louis shop. Two years later Shallenberger took an ownership stake in it as well. Shallenberger’s interest in becoming Rug World’s computer expert was strictly sales driven. Back in his rug-schlepping days, the company had no computers and kept its books in giant ledgers. Rugs lay stacked 100 deep in the store, organized only by size without regard to color or pattern. Salespeople kept information about their customers on index cards. Shallenberger spent hours upon hours figuring out which suppliers needed to be paid, which customers needed to pay up, and which rugs were where. Without computers, Shallenberger figured, there was a limit to how big Rug World could grow. “We weren’t going to get over a million, maybe a million two,” he says. Then, in 1994, Shallenberger was literally jolted into making a change when he was hurt in a serious car crash. “I broke my hip, a bunch of ribs, part of my head, and my collarbone,” he says. “I wasn’t able to do anything for a while.” Bedridden, Shallenberger bought himself a Macintosh Centris 610 and began loading data — rug size, color, supplier name, country of origin, and price — into a spreadsheet. Not everyone’s idea of rest and recuperation, perhaps, but “there’s only so much Oprah and Donahue you can watch,” says Shallenberger. The spreadsheet was a useful first step but not much more. It couldn’t share data with other programs, so Shallenberger would still need to write Rug World’s invoices by hand. “It was a complete nightmare,” he remembers. The next step came the following year, in 1995, when Shallenberger made his pivotal visit to New York City. There he witnessed ABC Carpet’s rug locator in action, an event that shoved him to the next level. Upon returning to St. Louis, he telephoned software programmers large and small, hoping to find someone who could build him an ABC-like program at an affordable price. With each call, he explained the byzantine workings of his business: Rug World either accepts rugs on consignment or purchases them outright. Each rug is unique, but some appear similar. Sometimes the company orders rugs over and over in different sizes; other times, rugs are special-ordered. Often, the company sends five rugs to an interior designer, but the designer sells only one and returns the others. Customers frequently take a rug home to try it out with their furnishings, only to return it later. During phone call after phone call Shallenberger explained that he needed software to handle all those options. Several vendors offered Shallenberger subsets of their large, multifunction programs. But using their software would have required Rug World to adapt its business to the vendors’ technology, instead of vice versa. Others, who in Shallenberger’s words “semiunderstood” what he wanted, offered to charge “ungodly outrageous” sums — again, his words — of $50,000, $100,000, and even $350,000 to create a custom program. “I was totally bummed and completely frustrated,” he says. In that frame of mind, Shallenberger began to think that with his small-company resources, he would never be able to match the likes of ABC. But that idea quickly led him to another possibility. Maybe, just maybe, a solution could be found among the small rug companies, the hundreds of wholesalers with whom Rug World owner Cy Tavazo dealt in New York City. After all, Shallenberger reasoned, who understands the technology needs of one small rug business better than another small rug business? An inspired Shallenberger riffled through the three-ring binder in which Rug World kept its wholesalers’ invoices. He found 10 that seemed generated by computer. He asked Tavazo to visit the showrooms of those 10 wholesalers, observe their operations, and ask questions. “He [Tavazo] didn’t know anything about computers,” Shallenberger says. “He didn’t know what he was asking, but people respected him enough to listen.” To avoid the technical discussion he wouldn’t have understood, Tavazo simply told the wholesalers, “If you think you have some answers for us, call Bob in St. Louis.” Three people did. The first suggested a solution that essentially duplicated what Shallenberger had already done with his Mac spreadsheet. The second offered to share a system then being developed but added that the software would not be ready for another two years. The third caller was Etessami, who was with Computerized Office Corp. His background was perfect for Shallenberger’s needs. Etessami and his family owned a rug wholesaler, Moussa Etessami & Sons. Etessami, who had studied computer programming, had already written a program to manage his family business’s inventory. In 1984 he had started Computerized Office Corp. to license his software to other rug companies. Shallenberger spent hours upon hours figuring out which suppliers needed to be paid, which customers needed to pay up, and which rugs were where. Without the help of computers, there was a limit to how big his company could grow. “We weren’t going to get over a million, maybe a million two,” he says. Etessami offered to license his software to Shallenberger for $3,500 — pocket change compared with the fees charged by the St. Louis programmers. “At first I thought there was something wrong,” Shallenberger says. “It wasn’t going to work, or he would go out of business. But I talked to him for a while, and I felt comfortable.” Etessami had grown up in the rug business, and he understood how Rug World operated. “He wasn’t going to require me to change everything,” Shallenberger says. Etessami defends his low-fee business model. He deals almost exclusively with rug companies, he explains, starting with the same basic program and modifying it for each customer. To enter a new vertical market, he says, would take him a year, “and the charge is not going to be a few thousand, but 10 times more.” At first Shallenberger, whose only computer experience was with Macs, was nervous about working with Etessami’s program, which was originally written to run on DOS-based PCs. Over a period of three months, Etessami customized his program for Rug World, overnighting diskettes to Shallenberger. Shallenberger then tested them on his computer and made sure he could get invoice forms, checks, and ledger reports to line up with his printer. Etessami fiddled and tweaked until everything matched. Then Shallenberger spent two more months gingerly entering data on all his rugs, customers, and suppliers. Finally, in October 1996, he flipped the switch. Success: Shallenberger’s computer showed him an inventory of the rugs he had on hand, those he’d ordered, and those being tested in customers’ homes. The software recorded Rug World’s monthly sales. It flagged those rugs that came in on consignment and generated a check for the consignor when the rugs were sold. “I was relieved and enlightened,” Shallenberger says. “It was like, ‘My savior is here.” Still, he kept the paper ledgers current for another year and a half. In the years since, Etessami and Shallenberger have collaborated at least 100 times on what they now call the Rug Program. They’ve improved transaction histories for customers and suppliers, added a mailing-list function, customized reports for inventory losses and extras, and more. And they’ve done all the work over the telephone. Though the two have met at rug shows, Etessami has never visited Rug World. Rather than charging Shallenberger separately for each new improvement, Etessami charges Rug World a low monthly support fee. What’s more, when one of Etessami’s clients requests a software change, he’ll often share that change with his other clients. That way, the costs — and benefits — of keeping the Rug Program up-to-date are spread out over nearly 100 rug companies. “This program is the feedback of many, many people,” Etessami says. Recently, Shallenberger asked Etessami to add a feature for calculating the percentage of sales coming from repeat customers. “In a slowing economy, I want to market smarter, more efficiently, before sales go down,” Shallenberger says. Etessami pounded out a few more lines of code, and a day later Shallenberger had his answer: repeat business from interior designers represented nearly 40% of his revenues. Shallenberger subsequently beefed up his marketing to the interior designers. The Rug Program’s main drawback is that it still uses the DOS interface, while the rest of the PC industry has long since moved on to Windows point-and-click. “I would like to be able to use a mouse,” Shallenberger says. “Everything has to be Windows eventually.” Still, Shallenberger says he’s satisfied with the program. For one, Rug World’s annual revenues have passed that million-dollar milestone, the point at which Shallenberger feared manual systems would leave his company stalled. But more than that, the system has streamlined his operations and saved him time. “I can do in eight hours what used to take me three days,” Shallenberger says. “If I want to know how many rugs I have from supplier X, and what I owe them, I can do it in 30 seconds — unless the printer hasn’t warmed up.” And time, as Shallenberger likes to remind himself, is the only commodity you can’t make more of. Jill Hecht Maxwell is a reporter at Inc. Hands On Messing Around? Workplace whoopee has remained a hot topic since the 1998 U.S. Supreme Court decision in Burlington Industries Inc. v. Ellerth, which makes it easier for employees to file sexual-harassment lawsuits even if they can’t show significant job-related consequences. While the Equal Employment Opportunity Commission has not seen a big jump in harassment claims, the amount paid by employers to plaintiffs as a result of those claims reached an all-time high of $54.6 million in 2000. Enter the consensual relationship agreement, a legal document pioneered by the employment law firm Littler Mendelson, in San Francisco, helps companies shield themselves from potential litigation. The “love contract” requires romantic partners to acknowledge that their liaison is voluntary and to state that they are familiar with the company’s sexual-harassment policy. –Tahl Raz The Whole New Business Catalog Where, Oh, Where to Begin With a Little Help from My Friends You Just Don’t Get It The Talking Cure Board Stiff Please e-mail your comments to editors@inc.com.

Where, Oh, Where to Begin

Inc Query Trying to decide what business to go into, and other perplexing problems. This month we have another bevy of beautiful questions about choosing a business, getting the right corporate tax status, creating an online presence, and sharing equity with a salesperson. Gearing Up to Take the Plunge I am a 24-year-old student at one of the top 10 business schools in the country. I’m also working in a strategic consulting firm, which is fine, but my heart isn’t in it. Hard as it is to turn your back on a more or less secure job in corporate America, I know I won’t be satisfied until I have my own business. The problem is, I’m a bit confused about where to begin. For one thing, I can’t figure out the best way to leverage my skills. In fact, I’m not sure how to identify entrepreneurial opportunities in general. Any advice would be appreciated. –Mike You have good reason to feel confused, Mike. “I think it’s real tough for anybody to go out and start a business in a world he knows nothing about,” says Tom Golisano, the founder and CEO of Paychex Inc., an $870-million payroll-processing and human-resource-services company based in Rochester, N.Y. “My advice to Mike would be to find a job in a dynamic industry and then to be constantly on the lookout for opportunities within that industry. He can do a lot of investigation, research, and soul-searching without financial consequences as long as he maintains his job. In the process, he’ll acquire in-depth knowledge of a particular industry, which will make him far more qualified to compete in it than if he had just walked in blind. Hard as it is to turn your back on a more or less secure job in corporate America, I know I won’t be satisfied until I have my own business. “By the way, that’s pretty much what I did before I started Paychex. I spent two years selling accounting machines, which were used, among other things, to process payroll. Then I spent two more years in sales and sales management for another payroll-processing company. Those experiences were critical to the success of Paychex — because I knew there was a market for what I was trying to sell. That was a big advantage.” Trapped by the Tax Code I am the operations manager of a small publishing company and the son of the entrepreneur who started the business. We will do approximately $2 million in sales this year. Lately, we have worked hard to streamline our operations, creating systems and procedures that have made us more efficient and profitable. As a result, we have run into a problem. While we’d like to keep as much money as possible in the business to hedge against a downturn, we find that we’re hindered by our corporate form and tax status. As a C corporation, we have to pay taxes of 39% on the portion of our annual earnings between $100,000 and $335,000. In addition, our inventory situation requires us to go from cash to accrual accounting this year, which makes it tough to switch to another corporate form. We could reduce our earnings by buying things, but spending money for its own sake runs counter to our culture. What would you do in this situation? –Jason We’d get a very good accountant, Jason. Your business could be a case study in the importance of including tax planning as part of your overall business planning. You evidently came up with a good plan for your business, but you neglected to get good advice about the tax implications of achieving your plan. It also sounds as if you made a mistake in selecting the corporate form you adopted. “The general rule is that a privately held business with a small number of shareholders should be an S corporation unless there are compelling reasons to have another corporate form,” says Tom Feeley, founder and principal of Feeley & Driscoll PC, a Boston-based accounting firm that counts several Inc 500 companies among its clients. “I doubt that Jason and his father would have these concerns if their company were an S corporation, and it would have no trouble switching to S status if it were already on an accrual basis. “But because the company has to convert from cash to accrual this year, it finds itself in a trap. The change will create on paper a lot of additional income. That income can be phased in over four years, but if the company switches to S status, it will incur an additional tax on the phase-in. The alternative is to wait for four years and then become an S corporation. “There are strategies the company might use to make the S selection sooner without incurring a huge tax liability, but Jason and his father need help in exploring those options. They should find an accountant who has experience dealing with small, growing privately held companies. As for other private companies set up as C corporations, they should look into the advisability of becoming S corporations now — before they fall into the trap Jason has found himself in.” Why Go on the Net? My wife and I own a $3.5-million company that supplies and installs cabinets and provides finish-carpentry services. We have a reputation in Oregon and Washington as being the best company to work for and with. We’re currently installing all the finish carpentry at the Seattle Seahawks’ new stadium, and we have many other prestigious jobs. We’re thinking about setting up a Web site, but I’m not sure how it would help us beyond being an electronic brochure. Am I missing an opportunity? –Bill For advice on this one, Bill, we turned to Pud of F***edcompany.com. Those familiar with his site — they number in the millions — know that he has chronicled just about every mistake companies have made on the Net. If you read last month’s profile of him (” Lucrative Expletive“), you also know that he started out as a Web developer and a very successful one at that. “As a Web developer, I could come up with all kinds of ideas for stuff Bill could do with his site,” Pud told us. “That would be good for me and bad for him. For example, he could have an extranet where customers could look up the status of their projects, see all the billing and expenses, and so on. That’s classic. You spend a ton of money on stuff you can’t charge for and that most people don’t care about anyway. Not only is the site costly to build, but it’s even costlier to maintain. So you lose your shirt. “Bill should stick with the electronic-brochure concept. Yes, you’ve got to have a Web presence or your business looks really out of it, but remember the new rules of the Internet: Don’t give stuff away, and don’t try to fill a need that doesn’t exist.” A Piece of the Action My wife and I started a marketing-communications business about five years ago. Most of our people work on a contract basis. One of them, an account manager, has been especially great. Aside from working well with clients, she has tremendous knowledge of electronic media production and media buying — both wildly profitable services we didn’t offer before she came. Last December she helped us land our first really big account with a national company. That has created an opportunity for us to grow the business significantly and (belatedly) start building our nest egg for retirement. So here’s the issue: the account manager is now interested in becoming an employee with a small ownership stake. My wife and I like the idea. We can see her helping us become much more profitable in the future. Our plan is to have a probationary period, after which we’d get a valuation done and allow the account manager to buy up to 15% of the stock. If we decide not to proceed after the probationary period, she could stay on as an employee or we’d go our separate ways. It seems simple enough to me, but our accountant, our lawyer, and many of our friends are extremely negative about the idea. We could use advice from someone who has experience with sharing equity. –Richard The person you’re looking for, Richard, is Jack Stack of SRC Holdings (formerly Springfield Remanufacturing Corp.), who started the company in 1983 with 12 other managers as shareholders. Today SRC has 804 employee-owners. “I wouldn’t offer equity to anybody just for landing one big account, especially if all your eggs are in that basket,” he says. “On the other hand, I wouldn’t mind offering equity as a reward for taking risk out of the business by bringing in three or four more customers and diversifying the customer base. “Say the goal is to have no single account represent more than 40% of total revenues. I’d have a plan for letting the account manager buy up to 10% of the equity based on progress toward that goal. I’d start by giving her 5% in stock options at the current appraised value. Then I’d let her buy another 2.5% when the largest customer accounted for 60% of revenues, and another 2.5% at 40%. I’d hold an additional 10% of the equity in reserve for new employees who come in later. “I’d also let the account manager know you’ll give her a bonus to pay for the stock, provided the sales she brings in allow you to improve your margins. Otherwise, she might be tempted to go for low-margin sales. Just make sure that the margin improvement is enough both to cover the bonus and to increase your bottom line. “As for the lawyer and the accountant, they’re paid to give you safe answers. Write down their concerns and address them in the shareholders’ agreement. There are some dangers, but you can anticipate them. The most important thing is to have a buyout clause that protects the company if one of the shareholders cashes out.” The Whole New Business Catalog Where, Oh, Where to Begin With a Little Help from My Friends You Just Don’t Get It The Talking Cure Board Stiff Please e-mail your comments to editors@inc.com.