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Model Railroading > Kalmbach Sale QuestionDate: 07/04/25 11:02 Kalmbach Sale Question Author: Sasquatch Now that the dust has settled a bit after the Firecrown acquisition of Kalmbach Media, I'm left with a question. And that is: How does a board (or whoever) decide to completely sell a legacy company like Kalmbach and quit the business? Seems like a very final and somewhat monumental decision.
Is it just that everyone on the board decided to cash out the company and bail? Was the future looking that bleak for them? Is anyone in-the-know (Kevin Keefe?) writing an article about how it all transpired, for instance why it was decided to sell the building out from under them first, and why it had to happen that way (or not)? I've followed along on TO and elsewhere so I'm up to speed on what's out there publicly, but I dunno about such business things so I'm still scratching my head a bit about it. Can anyone out there elaborate a little more about the mechanics and reasoning behind the whole event? TIA. • Tom near seattle, WA Date: 07/04/25 12:08 Re: Kalmbach Sale Question Author: jgilmore Sasquatch Wrote:
------------------------------------------------------- > Is it just that everyone on the board decided to > cash out the company and bail? Was the future > looking that bleak for them? Exactly, answered your own question. Like the Titanic sinking, only the captain and crew jumped into all the life boats here. Rapidly declining legacy business, huge/bloated overhead (office staff), rising costs, shrinking customer base, etc. Been happening in legacy businesses in this country for years, only the ones at the top can jump ship and survive, the rest get screwed. Any other excuses someone, including them, may offer are not worth listening too. Feel bad for the staffers, esp. the way it happened, because I've lived through it myself... JG Date: 07/04/25 13:03 Re: Kalmbach Sale Question Author: wabash2800 My understanding is Kalmbach was mostly family owned. Companies are sold everyday. I worked for one that was sold too because of declining sales. (The 2008 recession and half of our business shipped off to China was the final nail in the coffin.) Sometimes arrangements are made for the current employees but often not. In my case, several key individuals had employment contracts that were suppose to allow them to stay on. The new employer found cause to get rid of them.
You also have to understand that a company as a going concern, having issues with future viability likely has debt and possibly the bank breathing down its neck. Holding out too long may be trouble with creditors and private owners don't want that, especially if they have personal guarantees. Though not publicly traded, usually a bank monitors private company's financials and requires at least an annual review signed off by a CPA firm. They know when things are going downhill. My personal experience as a controller with our failing company is the bank loves you when things are going well and wants to loan you plenty of money. But when the chips are down, they can be nasty. Victor Baird Edited 3 time(s). Last edit at 07/04/25 13:14 by wabash2800. Date: 07/04/25 13:29 Re: Kalmbach Sale Question Author: wabash2800 I disagree. I saw evidence that the Kalmbach people were very proactive in managing the decline. Management restructuring and layoffs of staff happened long before the sale. And they made a heroic effort to come up with new revenue streams with the internet, an online magazine, videos, and "promoting the worlds greatest hobby", etc. I'm quite sure the remaining staff were very productive and likely overworked. They did not sit on their hands and wait for this to happen. As far as owners jumping the ship and not sharing the lifeboats, you have to understand that when you own a private business you often take the risk and guarantee the debt. There is unemployment and often owners seek ways to assist employees to find another job. Even a small company can hire a placement service for its ex-employees.
Victor Baird jgilmore Wrote: ------------------------------------------------------- at bleak for them? > > Exactly, answered your own question. Like the > Titanic sinking, only the captain and crew jumped > into all the life boats here. Rapidly declining > legacy business, huge/bloated overhead (office > staff), rising costs, shrinking customer base, > etc. Been happening in legacy businesses in this > country for years, only the ones at the top can > jump ship and survive, the rest get screwed. Any > other excuses someone, including them, may offer > are not worth listening too. Feel bad for the > staffers, esp. the way it happened, because I've > lived through it myself... > > JG Edited 2 time(s). Last edit at 07/04/25 13:47 by wabash2800. Date: 07/04/25 18:25 Re: Kalmbach Sale Question Author: jgilmore wabash2800 Wrote:
------------------------------------------------------- > I disagree. I saw evidence that the Kalmbach > people were very proactive in managing the > decline. Management restructuring and layoffs of > staff happened long before the sale. And they made > a heroic effort to come up with new revenue > streams with the internet, an online magazine, > videos, and "promoting the worlds greatest hobby", > etc. I'm quite sure the remaining staff were > very productive and likely overworked. They did > not sit on their hands and wait for this to > happen. As far as owners jumping the ship and not > sharing the lifeboats, you have to understand that > when you own a private business you often take the > risk and guarantee the debt. There is unemployment > and often owners seek ways to assist employees to > find another job. Even a small company can hire a > placement service for its ex-employees. Well, it sounds like you were there or had intimate knowledge, which I highly doubt. And I disagree either way as what you said is also debatable. Only the people involved really know, but even so-called "family" businesses are only so family-like until the chips are down. I know because I worked for one for many years. They will not take as much of the fall or hardship as the workers, esp. if they can help it. Pretty sure Kalmbach was not in bankruptcy, but I'm not sure how heroic their efforts were when they bailed on the core constituency years earlier to focus on too much other stuff, even high-end stuff, losing focus as well as other poor decisions that for whatever reason did not stem the losses, including perhaps things they felt were out of their control. However, at the same time some other smaller and niche publishers have done better and even thrived, which means they must be doing something different. And no one said anything about anyone sitting around on their hands, only that it was sold and the workers who found out the same day were really the folks left holding the bag. I strongly doubt any person in ownership was suddenly standing in a bread or unemployment line like the staff was, but as I said this is the way businesses operate in this country and I personally don't have much sympathy for owners. Your mileage likely differs... JG Date: 07/04/25 19:01 Re: Kalmbach Sale Question Author: wabash2800 Some of us folks knew folks that worked there or knew someone that knew them. We actually reported layoffs and demotions here on Trainorders. And it was reported here when Neil died of covid in his premature retirement to Mexico after he had been let go at Model Railroader. We saw how they attempted to keep up and go online, start a store, online videos, got out of the hardcover book business, outsourced soft cover publication to Jeff Wilson, etc. I understand where you are coming from as I have been a victim of businesses closing down, selling out, etc. It's the nature of being a baby boomer. Many of the companies I worked for no longer exist. And the buildings are gone too. But if you are a business owner and are at risk, you have do what you do and get out while you can. When I refer to a family business I don't mean it is run like one big, happy family and the employees are treated like family. I am referring to a business that is owned by family.
Victor Baird Edited 3 time(s). Last edit at 07/04/25 19:07 by wabash2800. Date: 07/05/25 05:57 Re: Kalmbach Sale Question Author: Frisco1522 If in fact it was family owned that doesn't mean the family is involved and savvy of the subject. I worked for a family owned business for 28 years. It began business in the '20s by one of them. It flourished for years, made it throughout WWII with the head of the company being there every day and on top of everything. Expanded into a new plant and invented new products.
Son and nephew were old enough and were involved and there daily. During my stay there, the founder was still there but the son was slowly taking over. He followed his dad's principles and policies and was loved. The business was non-union and we had benefits that we wouldn't have had with a union. No one was ever laid off. Through the lean years no one laid off. During the good years, the company had a profit sharing trust fund. A amount equal to 15% of your salary was deposited in your fund. It was a God send. The father died and the son led in the same way and took care of us. Then he was killed in an accident. The family, who didn't have a clue, took over and the decline began I left shortly after that and have listened to stories of the trust fund has dried up and other sad stories. The ranks were severely trimm. I'm not sure, but I think it has been sold. This is a story heard about many family owned businesses. Kalmbach was in the publication business. Magazines have gotten leaner and leaner, Not enough authors to write articles and the worst thing of all is the Borg, the Internet has been the death of publications, hobby shops and many other aspects of the hobby. Its a wildly changine world out there and casualties happen every day. I'm in my 80s and have seen a lot of beloved products, stores and magaszines vanish. It ain't pretty. Date: 07/05/25 07:20 Re: Kalmbach Sale Question Author: ntharalson More likely is that the Kalmbach family wanted to get their money out of the business. Just my two cents worth.
Nick Tharalson, Marion, IA Date: 07/05/25 08:31 Re: Kalmbach Sale Question Author: Streamliner In 1975, when I got the idea to buy a model train shop, that had been in business since 1946, I was blessed in having a good friend & mentor who guided me in the early years. George A. Sirus at the time was an older CPA, toy train & classic car collector and an "old school" conservative. Within a few hours of hearing that the shop was for sale, I called George and he agreed to meet me for a late lunch in downtown L.A. near his office. At that meeting, he told me one thing that I never forgot: "A business exists primarily to make a profit for the owner(s)." I know that may sound cold and heartless, but when boiled down to the bare elements, it does ring true.
If the owner(s) feel their business is faltering or may decline in the future, they need to be proactive in protecting their investment. In the case of Kalmbach and my business, the decision was made to sell out. After 32 years, it wasn't an enjoyable event, but it was the prudent thing for me to do at the time and I imagine that the powers that be at Kalmbach feel the same. In other hands, Allied Model Trains lasted another eight years before the owners declared bankruptcy and liquidated the business which no longer exists, much to my disappointment. I hope you are all doing well, Allen Drucker Edited 1 time(s). Last edit at 07/05/25 08:32 by Streamliner. ![]() ![]() Date: 07/05/25 10:45 Re: Kalmbach Sale Question Author: jgilmore Streamliner Wrote:
------------------------------------------------------- > If the owner(s) feel their business is faltering > or may decline in the future, they need to be > proactive in protecting their investment. In the > case of Kalmbach and my business, the decision was > made to sell out. Good points and I agree, but I wonder how much investment the later family members made or did they just inherit a profitable business and milk it? This happens a lot in family businesses in the case of succession. Certainly it seems even with selling the business they (and others) could handle the staff losses better, from what was told later by those involved. In my case, they were fairly decent about it with some notice ahead of time, and the main cause was 911 (working in NYC), while the union did quite a bit to temper the loss. I'm sure many others don't get that... JG Date: 07/05/25 12:34 Re: Kalmbach Sale Question Author: hotrail There is a lot of complexity around family owned businesses -- especially when it comes to the issue of "succession" and wealth/estate planning. I don't know the history of the ownership of Kalmbach, but in a lot of family owned businesses there is a founder with the passion, expertise and drive to actively manage a business. And before that person has to retire, or passes, a business needs a succession plan for someome to run the business. Also, imagine the complexity if a founder dies and ownership passes to his heirs. A common scenario is that those owners may not share an appreciation for the business, and interest in it, or may not be the best equipped to run it. Often they don't want to own stock in a privately held business -- they want cash so they can pursue their own financial goals.
Combine all of that with an overall decline in interest in model railroading AND the rise of online media destroying the magazine business. Who knows, perhaps the business needed to raise additional capital as well. So you would expect that the owners were faced with some hard decisions. Date: 07/05/25 13:59 Re: Kalmbach Sale Question Author: CPR_4000 The MR and Trains yearly USPO filings listed the major owners. There were Kalmbach descendants, of course, also the families/estates of several old-time staffers including Westcott and Odegard, IIRC.
Date: 07/05/25 19:29 Re: Kalmbach Sale Question Author: atsf121 I'll preface this with a few things. First, I get where employees are coming from when they lose their jobs - I was out of work for nine months until I landed my current job 15 months ago and not having an income was no fun. Second, I have no direct knowledge of the Kalmbach situation, so my comments are just about possibilities, not actual facts for their situation. Third, I worked for more than 20 years for one of the nation's largest banks and learned a who lot of interesting stuff about lending. Fourth, I am a landlord, have been for years, in part because of what I learned enough from day job at the bank about how to make a go of it. With those caveats out of the way, here are some of my thoughts on the situation.
There are some lending options that many people aren't aware of for businesses that can affect how owners decided to proceed in certain situations. Most businesses have some form of debt, that's just how our modern system works. And when it works, it works pretty well. For loans, including business loans, there are two main types of loans: secured and unsecured. Unsecured means there isn't an asset attached to the loan, so if the borrower can't repay, there's nothing to seize or foreclose on, and the lender is basically up a creek. Those loans usually have much higher interest rates due to the repayment risk. Secured means the loan is tied to an asset (stocks; bonds; any kind of real estate - commercial, residential, built, in progress, empty land; a train locomotive or car; car; boat; etc) and there is a priority assigned to that lien (first, second, third) that will determine how a loan is to be repaid when the borrower becomes delinquent. The lender will foreclose and seize the asset, then attempt to sell it to get their money back to pay the loan. If there's more than enough money to pay the first lien, that leftover money pays the second, third, etc until you run out. Secure loans tend to have a lower interest because there's something tangible that can be sold to recoup the loan amount and minimize losses. For both types of loans, there's another wrinkle for repayment responsibility - recourse versus non-recourse. What the heck does that mean? A recourse loan means that there are personal, direct guarantees that the loan will be repaid. If the business fails to repay on a loan, the ownership is on the hook to make the lender whole. A recourse loan typically has a lower interest rate than non-recourse because the lender stands a better chance at getting fully repaid since they can go after named individuals to demand full repayment. If the loan was secured and has recourse, the asset will be foreclosed on, like mentioned above, and the money used to repay the liens in order. If there still money owed for any of those liens (meaning the asset sold for less than the total outstanding loan balance), the guarantors of the loan (the named individuals, usually the owners) have to come up with the funds to pay that remaining amount. If the loan is unesecured, there is no asset to seize, but the loan document will specifiy how much the peronsal guarantee covers. With recourse (secured or unsecured), the lender will take the guarantors to court to make repayment happen, meaning those individuals have to quickly sell other assets they might own to raise the money. There are time lines involved, so you can't drag that process out. Selling quickly creates it's own problems, and when everyone has to sell quickly, we get something like the 2008 financial crisis where there's a general fire sale that drives prices lower and lower, causing more and more people to have to sell, further driving prices down. Recourse would be used on a lot of unsecured loans by lenders as another way to try and minimize their risks of non-repayment. Non-recourse secure loan is what most personal home loans look like. If I can't make my payment, the lender gets my home and that's the end of that. There are some exceptions, such as fraud, but generally the lender can't milk me for anything more. A car loan though can be recourse, meaning the lender reposses my car, sells it at auction to pay down the loan, and can come after me peronsally for any amount still owed after that. An unsecured, non-recourse loan is my credit card. The bank can send me to collections, but they can't force me to sell my house to pay off the credit card. Can't bankruptcy just wipe that all away? Sort of, because it depends on the type of bankruptcy, and how the loan repayment requirements were defined. Bankruptcy Chapter 7 is the liquidation option which sells everything and closes the business down. The assets are sold, creditors (lendors, vendors, others whom the company owes payment of some kind) repaid, and the business folds. Chapter 11 is the business attempting to reorganize by renegogiating the debt and other obligations it has so it can stay in business. Unsecured loans are normally toast in this situation, while secured loans might get a new set of loan terms (longer timline to repay, new interest rate with different payments, etc). In either bankruptcy type, some of those recourse options on the loans the business took out can survive the bankruptcy process because of how the loan documents were written, and the owners still have to pay from their personal assets as mentioned above because of their personal guarantee. If they can't raise the funds, that could drive the individual to file their own personal bankruptcy, such as Chapter 13. So what does all that mean? This financial stuff can be enormously complicated, in my opinion unnecessarily so, and it directly contributed to the 2008 financial crisis (along with greed, stupidity, and the other usual suspects). The complication is also what makes it hard to see what drove the Kalmbach decision from the outside. It is possible that there were recourse loans involved to keep Kalmbach going. If so, ownership would want to sell the business while they could for an amount that would cover all of the oustanding loan balances and keep them from having to peronsally pay for any of those balances because of their guarantees. Staying with a declining business too long wrong runs the risk of not being able to sell for enough money to cover the loans, and then having to go through the hassles of any of the bankruptcty options above. Capitalism is all about personal motivations, and everyone is very strongly motivated to avoid personal bankruptcy. So looking at it from the outside, the owners of Kalmbach decided for one or more reasons that this was the best time to sell their business. My guess is that they read the tea leaves and decided they didn't want to do this anymore. Some people might ask, big deal, the business goes bankrupt or shuts down, what's wrong with that? Well, we already talked about the staff impacts with layoffs, and those can happen with the company sale, shutdown, or even Chapter 11 bankruptcy reorganization. For staff, the impact is immediate, and severe because there's no money coming in. Personal bankruptcy is a risk, for sure. Yes there can be a hiring stigma about getting laid off, but generally speaking, getting laid off doesn't automatically disqualify you from obtaining a job offer. The bankruptcy is the killer if they can't land a new job. For owners on the other hand, the company bankruptcy has a longer lasting effect. The company bankruptcy information can be available for a certain amount of time to future lenders if any of the owners attempt to obtain another business loan (I have seen that on a loan summary), especially where there was a personal guarantee on loans for the original company (recourse). Future loans might cost more in fees or interest rates because of the past bankruptcy, even though we're talking about business loans. And personal bankruptcy is as much of an option for them as it was the staff member who lost their job, maybe more so if recourse loans were invovled. Yes, some owners appear to waltz away (insert your favorite scumbag here), but for most owners, there is a long term impact to them and their future endeavors for a company bankruptcy that they were party to, and doubly so if there was both a company and personal bankruptcy. Personal bankruptcy is terrible. It's generally 2-4 years that you are pretty much out of luck for a home loan after a personal bankruptcy, and any lending costs you a lot more for a fair amount of time afterwards. It shows on your credit report for 10 years (Chapter 7) or 7 years (Chapter 13). Below that in the "this is bad" scale, foreclosure or short sale of your home (lender agrees to get repaid less than the loan amount), repossesion of car, failure to pay credit card, all drop your credit score by various amounts, but generally for 7 years. Short sale can have less than an impact than a foreclosure, which is why it became popular after the 2008 financial crisis. And it's how I bought our first rental property. The owner was moving overseas and needed to sell, so he went the short sale route. I met him and he was so happy to have been able to sell the property as it took a big burden off of him, even with the credit impact. And we got our foot in the door as landlords. It was a good size risk for us, one that a lot of people can't take, so we were fortunate to be able to:
But being a landlord or business owner is a risk. Everyrthing in life is about risks. As a salaried employee, I'm taking a risk that the company will stay in business and keep me as an employee. The tradeoff is that I get a steady salary with little salary bumps here and there, maybe a nice bonus some years. But that's the trade-off for stability and a steady income. I'm taking different risks as a landlord. But the goal there is to build some extra income now and have some assets I can use in the future (for example, the refinance of that original rental property 9 years ago was enough money to cover my son's adoption expenses). The risk are bigger, and could still put me in a bind, no matter how careful or smart I am. But the payoff can be pretty good if it all works out as I hope. Like I said, risks come with everything. I do a lot of bike riding, and I run the risk of getting hit by cars on my road bike, or crashing while trying to keep up with my daughter on the mountain bike. I mangage those risks as best I can by wearing a helmet, riding paved trails more than streets, and not trying to be a Red Bull rider on the downhill mountain bike trails. So far, I've crashed, but the worst thing hurt was my pride. As long as I can keep doing it physically, I'll keep riding. As long as I can keep managing real estate, I will. But eventually, both of those things will have to come to an end. It will be a sad day when I have to sell my bikes because I can't ride anymore. And while it won't be sad to not be involved with real estate anymore, I've done it ever since my first job out of college, so it will be the end of an era, when it happens, as it eventually will. Nathan Date: 07/05/25 23:38 Re: Kalmbach Sale Question Author: Westbound Excellent analogy by atsf121.
CPR_4000 in few words gets to the core of what went wrong at Kalmbach. I monitored the annual USPO filings, posted in the smallest font possible, in MR over the years I subscribed. As a closed corporation there were not many stockholders. From their last names, it appeared most were getting up in years and were not active in the business - a dangerous financial position to be in. One might also think these stockholders were inattentive, which often works satisfactorily in a large public corporation where there are many monitoring and managing the business. But it can lead to financial disaster in a business setup like that of Kalmbach. Edited 1 time(s). Last edit at 07/05/25 23:42 by Westbound. Date: 07/06/25 07:25 Re: Kalmbach Sale Question Author: wabash2800 That's exactly what I was saying based on experience as an accountant and controller, and one that dealt directly with banks.
Victor Baird atsf121 Wrote: ------------------------------------------------------- > > So what does all that mean? This financial stuff > can be enormously complicated, in my opinion > unnecessarily so, and it directly contributed to > the 2008 financial crisis (along with greed, > stupidity, and the other usual suspects). The > complication is also what makes it hard to see > what drove the Kalmbach decision from the outside. > It is possible that there were recourse loans > involved to keep Kalmbach going. If so, > ownership would want to sell the business while > they could for an amount that would cover all of > the oustanding loan balances and keep them from > having to peronsally pay for any of those balances > because of their guarantees. Staying with a > declining business too long wrong runs the risk of > not being able to sell for enough money to cover > the loans, and then having to go through the > hassles of any of the bankruptcty options above. > Capitalism is all about personal motivations, > and everyone is very strongly motivated to avoid > personal bankruptcy. So looking at it from the > outside, the owners of Kalmbach decided for one or > more reasons that this was the best time to sell > their business. My guess is that they read the > tea leaves and decided they didn't want to do this > anymore. > >
Date: 07/06/25 17:02 Re: Kalmbach Sale Question Author: Frisco1522 A very close friend (dec) and sometimes fireman for me on 1522 bought half interest in a first class shop, Tinker Town, when he retired from the Air Force.
He told me he could make a million dollars from it, but would have to start out withe 2 million. After some years, the deep discounters on the internet hurt them. Something that was maddening is someone would come in and want to look at something and he would accomodate them. Then they would go home and order it on the internet. One guy even tried to return something for a refund that he bought on the net. The internet is a wonderful thing, but it has obsoleted the brick and mortar places. I'm old enough to remember some terrific hobby shops with very helpful and friendly owners. Just another day in America. Date: 07/07/25 09:42 Re: Kalmbach Sale Question Author: wabash2800 Don:
I am pretty sure I witnessed the same thing at my local hobby shop one day. The hobby shop owner is quite knowledgeable about drones and is a licensed operator. Anyway, A guy came in and drilled the owner over everything he knew about drones, operation, brands, best product in his opinion, price comparisons, asked to see them, etc. The guy wanted to buy one, but the owner didn't make a sale. I would bet he went home and ordered one off the internet at a lower price. Victor Baird Edited 2 time(s). Last edit at 07/07/25 10:08 by wabash2800. Date: 07/08/25 11:25 Re: Kalmbach Sale Question Author: CO1309 Because Kalmbach isn't profitable any longer. Due to a combination of drastically reduced subscriber numbers and overpriced ads. Not to mention offering some advertisers a much more competitive rate than others pisses off the ones that have been loyally paying for years. Most companies that advertise still are either out of touch or do so out of the goodness of their hearts. The magazine is still likely not profitable but Firecrown is such a new venture that nobody is demanding profitablility quite yet. It is my opinion that the CEO of Firecrown is nothing but a daddy's boy (his father owns US Express) who got his dad and friends to invest in his company (Freightwaves) which is a successful business and now he has started Firecrown which is just fun hobby based business with no investors demanding high profitabilty yet. So those left at Kalmbach get to enjoy employment even though their company is not profitable for years to come. Essentially a stay of execution for Kalmbach that may last several years or more. But with 60 pages in the magazine and many many of those pages ads or unhelpful content, the magazine is no longer prestigious or of interest to many. Even having an article or ad featured, which I have had is no longer impressive to anyone. They also have an arrogance about them and fail to embrace social media or the internet more fully. They need to go the way of the dinosaur and leave print media to Whiteriver and MRH who know how to sucessfuly incorperate the internet and good content in their publications.
Edited 6 time(s). Last edit at 07/08/25 12:16 by CO1309. Date: 07/08/25 12:43 Re: Kalmbach Sale Question Author: wabash2800 All opinions aside, I don't purchase or subscribe to any print model railroad or trains magazines anymore. I won't even purchase a copy at the hobby shop. The cost is too high for what takes ten minutes to scan through and then read what might pertain to me. It's all on the internet now. And I can search for what I'm looking for.
Having said that, I still subscribe to Model Railroader online for about $80 a year so I can read Model Railroader, Trains, Classic Trains and any other trains, and even Toy Trains if I want to.. (Under new ownership that price might go up next year?) But the thing I like the most, is that I can read all of those magazines and go back to the very beginning. For MR, that is 1934, and Trains and it's predecessor the 1940s! It would be nice if they provided an all time index, but there are sources online that provide that. I model the 1950s, therefore, I can get plenty of modeling ideas. Victor Baird Edited 2 time(s). Last edit at 07/08/25 13:33 by wabash2800. |