The Quiet Light Podcast

Cash-flow forecasting can be the key to running, building, and eventually selling your e-commerce business. Today’s guest is an accountant and successful business builder who helps owners run their businesses with successful financial results. Aside from traditional accounting, his firm offers fractional CFO services to his clients. As we have said many times here on the podcast, bookkeeping is not something business owners should do without an expert. Today we are talking to accounting expert Tyler Jeffcoat. Tyler built and sold a  healthcare company and has experienced the acquisition process firsthand. In building his current business, Seller Accountant, he made sure that his focus was razor sharp on what he could offer to clients in order to deliver top results. Episode Highlights: How Tyler’s fractional services work for the clients. How his service cost is offset by the value why it’s less expensive than inhouse. Cash-flow forecasting and how it helps owners with profitability Ways operation data plays into the full forecast. The impact of not forecasting. Refinancing and SBA lending as an option in a moment of need. The importance of SKU grading to keep on top of product performance. The difference between cash and accrual accounting Tools that can help the layman forecast on his own. Why you need to track your numbers on an inventory value. The benefit of outsourcing while focusing on core expertise. Transcription: Mark: So Joe I’m normally not a big advocate of business but I’m becoming more and more of one and in the entrepreneurial community people always ask what book are you reading now and I’m usually thinking well it was actually on World War II or some other kind of obscure topic. Because when I’m off of work I like to be off of work. But this past year I picked up a few different business books based on some recommendations. And one that I read that I would recommend to anybody is Shoe Dog by Phil Knight; the founder of Nike. And I don’t want to give away a lot of secrets with this book because honestly, it’s a great read; it reads more of like just a novel or story of how he started Nike but one of the things that really resonated with me specifically because we deal with so many people that have Amazon businesses was how long Nike had problems with cash flow and how long that they were living on the float. And they were living on a very large float where they were writing checks that weren’t in the bank account yet and they were counting on that money being in there. It’s the nature of any growing business especially a physical product business is that the cash flow comes in, you reinvest in the product, you keep growing at a rapid rate. It can be really hard to manage that cash flow. And I know that we talked to Scott Dietz a few weeks ago on forecasting but forecasting doesn’t really matter if you don’t have any cash in the bank and you’re closing the loop on this or kind of continuing this conversation today with Tyler Jefcoat about cash flow forecasting. Joe: Yeah Tyler and I have been working together off and on with a variety of different clients. Tyler owns Seller Accountant and he’s just a smart guy. He’s built his own company, sold it, and then started any commerce bookkeeping company specifically focused for the most part on his own businesses. Mark: Is that a phone I hear in the background? Joe: No, that was not a phone at all. No. Mark: I figured that you’re so busy people are calling you all the time. Joe: No, that’s my wife actually. Sorry folks. Sorry. Tyler, yes but the really cool thing about what Tyler does is cash flow forecasting, right? So he does fractional CFO services on top of is bookkeeping services and only for his own clients. And he does in the different levels. He does monthly reviews with some, quarterly reviews of some, and then gets into deeper reviews with others. But the cash flow forecasting model that he went over and shared with me I saw it on another video in a webinar that he did and then I had him show it to me and then he’s sharing it in the show notes of this podcast. It’s a cash flow model along with the video that talks about it and I know going back to my e-commerce days before I sold I did that; I did the float just like Phil Knight, a little smaller level of course. Mark: But just like Phil Knight. Joe: Just like Phil Knight, but it was the same thing. You are paying for that inventory with a credit card or you’re just playing the flow and it’s ridiculous. Fortunately for me, I didn’t have a big staff but those that are growing beyond that solopreneur aspect and they have to worry about payroll and things of that nature I think it’s really, really important to focus on cash flow. So Tyler goes over that quite a bit here and the links in the show notes will help anybody that’s having issues in that area. Mark: These are fantastic tools to put in our war chest of things that we can use as business owners to be able to plan the growth of our businesses. So forecasting is something I’ve been skeptical in the past. Again the conversation with Scott Dietz and my experience with forecasting through his company has really turned me around to this and now I’m super excited to see this because again cash flow forecasting might be one of the most important things in a business as it’s growing. Joe: It’s important but what else is important? I’ve got to call my wife back so let’s go to the podcast. Joe: Hey folks Joe Valley here from Quiet Light Brokerage and today well I ranted in the intro with Mark about bookkeeping. I’ve talked to at least 5,000 entrepreneurs over the last seven years and the vast majority of those when it comes to bookkeeping they say I got this and the reality is they don’t. So we’ve got an expert on the podcast here, Tyler Jefcoat from the Seller Accountant. Tyler, welcome to the Quiet Light Podcast. Tyler: Thanks, Joe. Thanks for having me. Joe: I could rant and rave for hours on time about this because it’s the number one reason people don’t sell their businesses or sell them for a heck of a lot less. Somebody said to me the other day Tyler that when they think about their P&Ls they bleed from their eyeballs and I think that sums it up for how a lot of people feel. Alright so as you know on this podcast we don’t do fancy intros, we want to hear from you so tell us about yourself and your business. Tyler: Yeah, well thanks again for having me. My company is Seller Accountant. I’m coming at this as a guy who sold a health care company about two years ago. We had a good run; zero to a hundred employees in about four years and I was a minority guy and I went through the M&A process and it was interesting. So as we built this accounting firm; I’m an accountant, we really built it around two ideas, Joe. One was we wanted to have a very vertical focus so we only do e-commerce and the second thing is that we want to focus on not just the price of admission of just having clean books but having the ability to use data to drive profitability. So I think that’s why you and I have resonated with each other so well was I want to partner with brokers that really have the best interest of clients at heart and your clients all have the same issues which is we got to have investor great books so we can go to market and so yeah man it’s great to be here. Joe: Cool. Everybody that’s listening knows how I do feel about the books but I want to go beyond what you do at Seller Accountant. You manage people’s books, you do an incredible job with that, do you streamline it? It’s not expensive. It’s much better for their bottom line than if they had an in-house bookkeeper. There’s no question that that math works but let’s talk about some of the additional services you do. I saw a video where you talked about your fractional CFO services, where you talked about cash flow analysis, Cost of Goods Sold analysis and some of those things. What are the top two or three things that you focus on with clients on I guess is your fractional CFO services that you do that for? Tyler: It is and is still part of Seller Accountant but in addition to just doing the bookkeeping each month for a bunch of Amazon and other e-commerce sellers we provide a fractional CFO service. And so I think what makes it powerful Joe is that we’re just crazy focused; again we’re crazy focused, my eyes don’t blink when I look at a P&L for e-commerce but I do it all day long. And so our ability to step into somebody’s business and see things differently because we look at it kind of like you do Joe honestly; you’re looking at P&Ls constantly also but then focus on kind of the big things on a macro level. How does a seller really understand how their sales channels are performing over time? So that kind of goes back to the visibility of the book but it’s more important than that, it’s understanding okay, is Amazon the right channel for me to focus on versus Shopify? That’s kind of one of the big discussions. And then we tend to the other kind of macro discussion as you allude to is around cash flow. This is a cash hungry business that we run; this e-commerce retail and a lot of the sellers tend to be undercapitalized meaning they’re not coming to the table with 2 million dollars in free cash to just dump in inventory. And so our ability to understand not just what we think our sales are going to be next year but what we think our actual cost are going to be related to inventory when we’re going to have to spend that money, that’s critical. And so that’s a discussion we have with our clients and then honestly just understand the profitability of our different product lines and SKUs. Those are areas where we can really help our clients not just know what the bottom line is for a given month but help them get the data they need to make better decisions as a CEO. Joe: And you do this as part of the fractional CFO services. You meet with these clients once a month after you review their P&Ls and you do a deeper dive. Are there other different levels of fractional CFO services where you’re spending more time with some than others; how does it work? Tyler: Yeah there are and at this point, most of our CFO clients are bookkeeping clients that have chosen to layer on the CFO service. The reason for that is it is very challenging for me to add a lot of value efficiently for you if I don’t understand your books and you just have a really nice way of doing the books. So yes they can choose to have quarterly calls. We have some that will meet even less frequently but it’s basically normally quarterly or monthly. And we have some things in the pipeline that may allow us to just generate some value and it’d be a little bit less can you get on Tyler’s calendar because I think that can be something that can be prohibitive. But at this point, we’ve got a great monthly service, a great quarterly service, and I think maybe it’ll be somewhere around the neighborhood of 70 million dollars in e-commerce sales that I’m responsible for; me and my team for just the CFO side of it this year. And so it gives us an update that we can speak intelligently about what’s happening in the business. Joe: You must be very expensive then, yes? Tyler: Oh man we’re so expensive, yeah. No, you know what I mean. I would say we provide extreme value to our clients. And I would just say this we’re not cheap; I don’t want to be cheap, you want the provider that you can partner with us providing superior value. But I will say this we are way less expensive than actually trying to hire somebody. And if we can generate the kind of value that makes your business grow or allows you to get maybe a better multiple when you go to market in a year I don’t think we’re charging nearly enough for that to be honest with you and I love it, man. This is the fun part of the business; it’s really understanding how to help business owners make money. How do we actually turn this pile of work into a profitable business? And so for me, this is kind of what gets me out of bed. So it’s really I’m an accountant, of course, it’s about money; we want to make a living but this is a part of the business I’m passionate about. Joe: Well let’s talk about some of those individual things you do as the fractional CFO provider. I saw a cash flow forecasting video that you did. This is an enormous problem for e-commerce business owners and a lot of will just go the way of an Amazon loan at 14, 15%. I guess it’s lower when you do the math. But talk to us about the cash flow forecasting that you do for these clients and how that helps them in terms of profitability. Tyler: Yeah. So when it comes to cash flow forecasting I think where most entrepreneurs stop is they take the time to open a spreadsheet and say what do I think my sales are going to be in the next six months? By the way, I would caution you there, if you ever run a forecast in the future of your business and every month in the future is way more profitable than your last six months of them, there’s a good chance that you are kind of suffering from optimism that happens. All of us entrepreneurs we love running our businesses and we’re like just tomorrow we’re going to make money, now next month that’s going to be wildly profitable. Joe: You’re delusional. We know that after doing this for so long that there is great years and bad years. Tyler: You may run into a P&L and somebody hasn’t made money in a year and they’re like but guess what Joe tomorrow we’re going to make money. And so my encouragement is to go ahead and be honest with yourself about how your business is performing and take a minute to say okay based on our seasonality, based on the products we’re going to launch; as the actual owner of these e-commerce businesses you guys are in the best position to guess what your sales are going to be next year and put them in a spreadsheet Expected Sales, ding, ding, ding, ding, ding. And then if you look at your historical data you can say okay our cost of goods sold, our margins have tended to be at a certain level. And so most entrepreneurs are pretty good at building a forecast around what their operation is going to generate. We kind of know what our overhead is. We kind of know what our advertising budget is going to be. We know if our rent’s going to go up next year. And so you got to do that work but a lot of entrepreneurs stop there and you can’t stop there. Because of the impact of debt and the impact of inventory and the impact frankly of taxes you need to take that operational data and then work it into a full cash flow forecast for maybe the next year or the next six months. And so the way we do it is we take that baseline info that I just mentioned; how much profit are you expecting your operation to generate each month over the next six months or a year. Okay, great, now tell us what your loan payments are going to be, what’s the cash coming out of your business for; for that Amazon loan or for your SBA loan or for your line of credit. Okay great, let’s take that into account each month and then inventory forecasting can be kind of tricky. The more I thought about this I think it just needs to be simple. You have an average amount of days that it takes you to; you’re going to issue a PO and you’re going to get your container sent from China or wherever you’re getting your goods. And so if I have forecasted that in April I’m going to have $30,000 in cost of goods sold then I’m going to have to pay for that $30,000 in inventory probably about 90 days before that. And so if you know what the waiting times are in your inventory you can use your forecast that you just did for your quote-unquote P&L; your profit and loss to basically guess okay I’m going to need to have that 30 grand in the bank in January so that it’s ready to sell in April. And I mean they’re going to have to fund that inventory purchase with some kind of great terms with the supplier or I’m going to have to have a loan, I’m going to have cash in the bank. And so what I advise the clients to do is to kind of what are my inventory purchases going to be? This is not a surprise. It’s going to take a few months to fulfill it. Let’s get that on this cash flow picture and then the other thing that you might consider is if there’s going to be any owner distributions including your CPA may have you take a tax distribution once a quarter to keep Uncle Sam happy. And so this all goes together; your operations, your financing activities, your inventory, and then lastly the investing kind of from your owners and it’s going to give you; it’s not uncommon to have a picture where you expected to make money in the month of January, on paper you have profit but because of your debt payments or because of your purchases of future inventory your cash flow is actually negative for that same month. And so we just blew a spreadsheet; in fact, I’m glad to share it with you. I just have it in a Google Sheet here where we try to understand the impact of all of those factors on cash flow. So if there’s going to be a negative on the sheet I knew it now instead of it being an emergency. Joe: We’ll link that up so people can use it and try it themselves and then reach out to you for help if they need it. But what’s the impact? You talked about good money at good rates versus bad money at bad rates. So what’s the negative impact if they didn’t do the forecasts and they come up against the month of January and they need to get a loan somewhere; what do you see people do and what’s the drawback of having little to no notice of it? Tyler: Yeah. So there’s two major impacts. One is if I know that I’m going to run out of cash in six months I can make two important adjustments that I don’t have the luxury of making if I’m right on top of that shortfall. So if I’ve got six months I can cut expenses. If I need to actually lower some overhead if I need to renegotiate my rent if I need to do anything if I need to slow down if I need to go to my suppliers and renegotiate those payment terms. I’ve got some internal leverage. In other words, I know how important it is to me because I know I’m out of money say in April if I don’t figure this out now. The second thing is if I know I’m going to run out of cash in four to six months I’ve bought myself a bunch of time to go find the right kind of loan if I have to pick up some debt on the balance sheet. And just as you alluded to I’ve got six months and have a pretty good business I might be able to get through SBA underwriting, I might be able to get all sorts of favorable lending options but if I wake up and realize oh crud tomorrow I’m out of money I don’t have a lot of options. I’m going to take whatever money is going to fund me in the next week. And I would say that’s where a lot of sellers get in trouble. They haven’t forecasted effectively and so now they’re out of money. They’ve got to fulfill that PO tomorrow and so now they’re in a bind where how are they going to get stuff on the shelves to be able to sell it. And so yeah that’s what I would say to that. Joe: So on the SBA underwriting, if somebody owns an e-commerce business and they’ve got good financials, they’ve owned it for a while and they use services like yours you’re seeing them able to go out and get SBA financing to help with cash flow of their current business. Tyler: Yeah I think there’s; I don’t know that I’ve seen; I’ve seen more SBA lending when the deals come together for an actual exit but I will say this if you have a couple of years of good financials and you’re carrying some debt I’ve definitely seen some of our clients refinance other lines of credit using SBA lending once they have a couple of years of good financial history. Joe: That makes sense. Tyler: You can go through the underwriting and what ends up happening is the bank has a much lower risk profile because the SBA; the government is going to back a certain percentage of that loan. And so it’s always going to be your best terms, your best interest rate; the underwriting is a bit of a pain but again if you have six months you can get through that process and explore that as an option instead of having to take whatever emergency lending process. Joe: Yeah for those that don’t understand the terms on the SBA lending it’s generally 10 years and the interest rate is somewhere between 5 ½ to 8 ½%. Compare that to an Amazon loan where the term is somewhere between 14 and 15%; I’m sorry the interest rate and the term is generally 12 months. They take it out of your account as they make deposits. Tyler: And I’ve seen Amazon be as high as 19, 20 percent and they will underwrite it down to 11 but it never gets anywhere close to touching the SBA. Joe: Yeah, it’s incredibly convenient. There’s no question about it but there’s a pretty steep cost that comes along with it. Tyler: The only one that steeper is when you have to get more of what’s called like a payday funding option maybe like a Payability; nothing wrong. It’s a good service in the right context but those cost capital numbers end up getting up in the 25, 30% range if you’re not careful and that can really crush your business. Joe: Okay, cash flow taking, money off the table, these things are what keep entrepreneurs up at night so I love the fact that you help them with that and we’ll share that in the show notes. Let’s jump on to something that I think is incredibly important when we talk to people about selling their business. Well ultimately we’re going to help them when they’re ready but we’d prefer to talk to them 12 to 18 months in advance so that they’re working with someone like you in order to prepare the best exit possible. And we often talk to them about renegotiating their cost of goods sold, focusing in on those inventories that are hero SKUs and those that are just okay. We always say you can break even doing nothing so why bother but often when it looks like they’re breaking even they lose money. You help them focus in through your fractional CFO services on hero SKUs, cost of goods sold, things of that nature; yes? Tyler: Yeah I think something that’s really important whether you have a fractional CFO or you do it yourself, it’s extremely important to do a SKU grading. So I don’t even care if you have a thousand skews you have to have some kind of a system for understanding which product lines are successful and which ones are losers. Which ones are the heroes like you said Joe, which ones are duds? And I have been shocked; I’ve been continually shocked as we do these analyses for clients to see that a guy’s favorite SKU is taking them like an 80% advertising budget to move the SKU. Joe: That doesn’t sound profitable. Yeah. Tyler: No, that’s bad. Yeah. And just in case you’re wondering, an 80% advertising budget is terrible. But they didn’t know that because it’s buried in this entire pile of SKUs and so it’s extremely important to understand at least occasionally how each of your products is performing so that you can support the good ones, renegotiate the bad ones, or kill them. Joe: Yeah. So revenue insanity profit; no revenue is vanity, profit is sanity. So it gets down to understanding your profit and loss statements, digging into revenue by SKU, profit by SKU. I get most people don’t get this. A lot of people that I work with that come across like I did early on I tell people openly I fell asleep in accounting class in college. I’ve since had to adapt and learn and now I understand it very, very well. But most people don’t understand the simple difference between cash and accrual accounting and that when you’re selling a business the books need to be presented on an accrual basis. Can you describe the difference between the two in layman’s terms? That’s the challenge; layman’s terms. Tyler: Sure. So simply put if you have cash going out of your business, say you’re buying inventory to actually stroke the check and you have a deposit coming into your business say the deposit from Amazon and you book that sale when the cash hits your account and you book that expense when you pay the money that’s called cash basis accounting. And from a compliance tax standpoint, for most small businesses that is acceptable. But here’s the problem and you got anyone who’s looked at their P&L and saw a negative gross profit for a month. When you look at there and say why did I sell $100,00 this month but all of a sudden had $200,000 of inventory expenses? That doesn’t make any rational sense. The reason is that you book the entire inventory the day you stroke the check instead of having the inventory asset and expensing it slowly as you sell the goods. And so in an accrual accounting method, you are on a quest to attach the sales dollar to the expenses that are associated with that dollar. So if I sold; let’s just use that same number, if I sold $100,000 on Amazon in November I want to know how much it actually cost me; what the actual inventory expense for those units were that I sold in that month. And so you can kind of tell me and hear me say it’s a little more difficult. Getting good accrual books takes a little bit more work. You have to deal with receivables. You’ve got to book things a little bit more sophisticatedly but it’s the only way to be able to answer the question Joe did I make money last month? Because if you’re doing it on a cash basis you really have no idea. You know when you’ve made your investments but you don’t actually know whether your business is profitable unless you have an accrual system. Joe: And is that something that; I know it’s hard to set up in Quick Books online but what do people have to have? Their landed cost of goods sold or their cost of goods sold the freight might be separate in your P&Ls; is it something that a layman could set up and figure out and flip to or does it really take a tremendous amount of experience like you have? Tyler: Well it could. I mean I don’t want to; let me just say it’s worth the effort. I will say this for everyone who’s listening to this to this podcast if you haven’t explored a tool called A2A accounting; literally the letter A, the number 2, the letter A. So A2A Accounting, I think it’s A2Aaccounting.com that is a tool that lets you kind of pre map Amazon journal entries and it makes doing the accruals a lot easier. Well, what makes e-commerce so challenging is that Amazon pays us every 14 days normally and some of those sales might have happened in one month but I’m getting the entire paycheck from Amazon in the next month. And so I would say Joe yes normally having somebody that really understands e-commerce accounting is very helpful but for smaller sellers or sellers who don’t have the budget to hire a team like mine it’s worth learning how to do it and it’s worth trying to understand; you mentioned the term landed cost of goods sold if I spend $100,000 on inventory, I’ve stroke the check, I’ve sent the wire, I have that inventory now, it’s really important that I try to understand what that fully landed value is per unit. So let’s say I bought a thousand of a particular SKU I can’t just say I spent $100,000 divided by 1,000 so I’ve got basically was that a dollar SKU, right? It doesn’t work that way. Joe: Because you pay the extra 10 cents to ship each individual unit; yeah. Tyler: Yeah you got shipping, tariffs, duties, everything else you need to just do the math. Make sure you have a spreadsheet; call it kind of a Master SKU Spreadsheet and understand what it really costs you per unit to get your product to the customer. And that’s probably one of the biggest keys to understand. Joe: And let me just put some reality to this in terms of the why. Look anybody out there listening is like why the hell do I need to do that? The reason is because eventually, you’re going to sell your business. You’re going to get bought out. You’re going to sell it to a partner. You and your partner are going to get in a fight and you’re going to want to move in different directions. Or you own it with your wife or husband and you’re going to get a divorce or at least half of you are. Or you’re going to die. It’s all going to happen eventually so you need to have your numbers on an accrual basis because when you sell your physical products e-commerce business you’re going to get paid a multiple of your seller’s discretionary earnings plus the landed cost of good sellable inventory on hand at the time of closing. Landed. If you’re not tracking that landed figure and you’re paying an extra 50 cents per unit you could be losing tens of thousands of dollars in inventory value at the sale. The other thing in terms of cash versus accrual and doing it yourself versus hiring somebody like Tyler is that if you’re off by a couple of percentage points; let’s just say that you’re spending a million dollars a year in revenue. It’s not a small business, it’s a sizable one. And I’ve talked to these people that do this and have in-house bookkeepers and I’ll give you some math on why you shouldn’t admit it but if you’re off by 2% on a million bucks that’s $2,000 right? That’s not right; that’s $20,000 that you’re off by. Your business is probably sizable selling it 4, 4 ½ times that would mean that your numbers; your profit, your discretionary earnings are off by $20,000. The value of your business is $80,000 off if you’re a four-time multiple. So you’re either overpricing the business by 80,000 because you overestimated or underestimated your cost of goods sold or worse yet you’re undervaluing your business because you’re off by 2% and your business is worth $80,000 more than you’ve got it listed for. These things matter. You worked so damn hard on driving more revenue and looking at your bottom line. But if you don’t get the details right like this you’re just wasting a whole bunch of money. Okay, that’s my momentary rant now I’m going to go into another one. The services that you provide Tyler and there are others out there like you that’s just like there’s other brokers out there besides Quiet Light; it is what it is but I talked to somebody last week, they spent $24,000 a year on an in-house bookkeeper just out of college that does everything the CPA tells her to do. The numbers are all wrong. They’re recording deposits; it was on a cash basis, it was completely and utterly incorrect. And this person thought they were doing something like 1.2 million in discretionary earnings, it really was about 800,000. If they fired the bookkeeper; we’ll do the quick math for everybody, fire your bookkeeper is my message, $24,000 a year, hire somebody that does the e-commerce bookkeeping like Tyler and Seller Accountant, even if it’s let’s call it 600 bucks a month and you’re doing an all-encompassing service it’s only $7,200 a year, right? So 24,000 minus the 7,200, it’s $16,800 in annual savings to the bottom line numbers of your business. If your business is worth four times that adds $67,000 to the list price of your business when you eventually sell it. It’s simple and logical math and you don’t have an HR problem anymore; you don’t have that bookkeeper in-house, you’ve got somebody like Tyler helping you who’s a Bulldogs fan by the way. For those watching the video, stand up just a little bit; what’s that logo on your shirt say? Tyler: Man I’m a University of Georgia guy. I’m across the street from the campus here in Athens and Double Dog. I have my MBA and accounting degree here. Joe,  I will say this it really is it’s not even so much what you could pay per hour because, to be honest with you the client that’s doing a million in discretionary earnings is unlikely to be 600 bucks a month for any service even me if we’re getting it done right. But the reality is that if you’re paying someone your full-time salary; I know this when I had a company with 100 employees. We always had somebody sitting around. If you’re going to carry someone you’re always having to get them at a rate where you can’t use their full capacity or frankly if you’re using your full capacity you got to hire somebody else. And so it’s inefficient because; and there are some businesses that need to have a full-time controller. I think if you’re doing 15 million a year in revenue you probably need to have a high-end controller on your staff. At that point, that’s a six-figure job you’re looking to hire for. I think the issue that the seller may be that you’re describing would come across is not only are they spending the 24,000; even if they paid me the same amount to do it it’s actually going to be done correct and when I go to market those books are going to be stated in accrual basis and they’re going to have everything the way they want it. And we can scale with them without them having to hire an entire new employee. So I think that really is a big benefit unless you are; this is what I’ve learned in general. And this is every business I’ve worked in or own, I want to make sure that I inhouse my core competency; whatever my competitive advantage is I’m going to make sure that I have teammates that allow me to perpetuate that competitive advantage. Anything that isn’t my strength I want to find someone that that is their strength; someone that can do it more efficiently and can do it better than I can. I’m not a broker if I need a broker I want to go to someone like Joe that gets the broker business and can do it more efficiently I’m going to pay Joe but I’m going to make a lot of mistakes and lose a lot more money if I try to do it myself. It’s really the same with accounting or PPC or anything else. I’m a big believer. That’s what my dad always told me. It’s just spend your time where you’re making your money. I want to get so focused that I can be the best in the world at something and then I want to outsource as much as I can so that I can be better at my core rather than trying to fix my errors all the time and fix my screw-ups and that kind of thing. Joe: I think that’s incredibly well said. I don’t have a whole lot to add to that. I think it’s just brilliant. I think it’s a great business methodology and mindset and it’s what everybody should be adopting. Tyler, how do the audience members learn more about your services? Tyler: Yeah so thanks again for having me, Joe. So SellerAccountant.com is our website. You can learn more about our services there. Feel free to reach out to us. We’d love to have a discussion with you. And yes it’s been a pleasure to being on the show. Joe: And you’re going to share that cash flow forecasting spreadsheet. We’ll put that in the show notes so everybody can do their own numbers and if it’s confusing reach out to Tyler he’d be there to help you. Thanks for the honor man, I appreciate it. Tyler: You got it. Links and Resources: Tyler’s Wedsite A2X Accounting Cash flow forecasting spreadsheet

How important is content marketing strategy to your e-commerce business? Crafting valuable content helps build brand trust with both existing and potential customers, allowing you to successfully grow your brand. Today we’re talking all about content and smart ways to ramp up your strategy. Jeff Coyle is co-Founder and Chief Product Officer of MarketMuse. Coming from twenty years in the SEO and content strategy arena, Jeff’s products use AI to accelerate content planning, creation, and optimization. With their spokes-of-a-wheel keyword approach, MarketMuse’s content marketing strategy connects ideas, allowing clients to demonstrate product expertise. Episode Highlights: How content relates to growth and where to start assessing the need for your business. Strategies that help tell the story that you are trying to tell. How to gauge the success rate. Where the news dynamic fits into your content campaign. The breadth and depth of your content. Figuring out where the gaps are. When to hire an expert. How the Marketmuse suite of services help the writer. Using smart content to illustrate expertise. Why search volume is not the only strategy for content valuation. Some quick win strategies – aka one-page plans. Packages MM offers for different sized audiences. Tools and hacks Jeff recommends. Transcription: Mark: So there was a time early on in Quiet Light Brokerage when I was doing all of the Content Marketing for the firm and I was writing on average eight blog posts or articles per week averaging about 18,200 words in length. And I underestimated when I started on this kind of venture of can I do these eight to 10 per month; I underestimated how much work it was going to be and it was a lot of work because it’s not just writing down your thoughts it’s writing for the web and writing for SEO and understanding what do you write about next. It’s amazing how quick the writer’s block comes in. I know that you had a conversation with Jeff Coyle a mutual friend of ours from Rhodium and one of the founders of MarketMuse which is an awesome company; a great tool from an SEO and content marketing standpoint. You guys talked about everything content which is relevant to buyers, anyone looking to acquire a web-based business and grow it. I know it’s been a huge part of our marketing plan. What are some of the things that you and Jeff talked about in this conversation? Chuck: It’s quite great. I had a great conversation with Jeff and we’re talking about if you’ve got a dollar spend where to spend it. Most people they’re doing basic keyword research, they’re looking for what’s the keyword that’s getting the most searches versus the keyword difficulty. And he takes it like way beyond that and they’re looking at not just the specific keywords but what keywords are actually tied to other keywords that show that you’re an expert in the topic. If I’m talking about like a specific thing but I fail to mention other words Google then thinks that I’m not an expert because anybody who’s an expert would be using these other words or when you’re just looking at keyword tools to look at the ones they’re getting the most traffic you often miss the additional keywords that are in there. Mark: Right. And I know full disclosure I use MarketMuse with Quiet Light Brokerage and actually with my other company as well. I use their service and the general sales pitch is pretty simple. It’s this idea of setting up pillar pages and having this kind of spokes on a wheel branch now so the example that they use I think in some of the marketing materials is if you’re going to have a website on craft beer you should have a blog post on craft beer but you should also have an entire section on hops and an entire section on barley and malts and then even from there if you want to be all about hops and afford it to do a page on hops you should also have some satellite pages on imperial hops or these other types of varieties of hops and being able to have this kind of wheel with different spokes coming out. And you know what a bunch of SEO tools use this. Like I’ve been using Sight Bulb recently; a really cool software that diagrams out your site and the sort of hub sort of format. What MarketMuse does is they take a blog post and had topics so you say I want to focus on craft beer and they say okay if you want to really be known as an expert, make sure that you’re talking about hops at least 10 or 15 times in this blog post. And make sure that you’re also talking about different types of barley. And then you can use that and say well okay I’ll talk about this in this blog post but what do I write on other blog post? It’s made for me and I don’t do a lot of the writing anymore but it makes the content creation process super easy; like the ideation part, I mean that’s the hard part about all of this. How do you come up with new ideas on what you should write about? But I don’t want people to think this is just a sales pitch for MarketMuse. It’s a great piece of software, obviously, I believe in it from that standpoint. But I think from a buyer standpoint also from a seller standpoint having a solid content strategy is really really key. If you were to spend money; Chuck you’ve had a bunch of businesses in the past and I know you’ve used content, if you’re going to spend your money somewhere for long term marketing dollar I’m kind of leading you to the answer here, where would you spend it? Would it be in the content marketing world or would it be PPC or what are the advantages in your opinion of this content marketing versus other types of marketing? Chuck: Yeah I mean it really depends I think on the type of business you have. Obviously, if you have a content-related business then you want to hop out as much quality content as you can. If you’ve got an e-commerce business there’s different funnels and then buckets may be that you need to put your money in but you definitely need to be investing in content. Even on Amazon when you’re thinking about like selling something on Amazon you go to some people’s pages and the content is just horrible and it’s so important. One of the things we didn’t talk about but like when you’re looking at Amazon you’ll look at the questions people are asking and then answer those questions. So content is definitely important. We talked just a lot about what you should be writing about next. When you’re looking at competitors sometimes you can actually see the direction they’re going and then beat them and write a bunch of content. Actually, get in front of them because you look at their keyword list and you know the direction they’re headed and you can actually get in front of them. Mark: Yeah for my money I think the two areas that are the most important for a marketing strategy at least long term return will be content marketing and CRO, conversion rate optimization. Those two things alone have such staying power where you invest now and you’re going to benefit for years to come as opposed to PPC which is great because you can throttle PPCC; that’s the reason people love it. You can throttle up and down. You can really find some gems and it’s very immediate. But long term success I think is predicated on this content strategy frank that’s something we’ve even bought a little bit at Quiet Light. I just got to give you a quick shot out Chuck because you are wearing a Quiet Light shirt. So for all those people that are watching on YouTube and I know it’s not a ton of you that are watching on YouTube but those that are you can see that Chuck actually has a really cool shirt. I don’t even have that shirt. Did you give me one? Chuck: I think I kind of bought Joe one but I didn’t get you one so maybe I’ll have to get you one as well. Mark: Okay, I think Brad gave me one and it was like enormous. I was swimming on the thing. Chuck: I think that’s the one I have with Joe when I bought his it was too big for him so I have to get your size. Mark: Make sure you size it down and hey if we get a few extras of these maybe we can set up a contest for people that actually want a Quiet Light; I don’t care what you do with it but it’s kind of fun to give that away as a prize. Let’s get into the episode. Content marketing is where I cut my teeth early in the Internet world. I love this topic. I think Jeff is one of the smartest people in the industry when it comes to content marketing [inaudible 00:07:02.0] good market views and this is definitely one to learn from. Chuck: Yeah absolutely and two things before we dive right into it; one they’re giving a special discount. Again we’re not trying to promote it. It’s just a good product if you want it great but in the show notes, there’s going to be a discount code to get a nice percentage off. And stay tuned to till the end of the video because I also asked Jeff for some additional tools that he likes to use. I always think it’s fun to ask entrepreneurs what are some various tools that are unrelated to our discussion from what you’re using so. Chuck: All right hi everybody Chuck Mullins here from Quiet Light Brokerage and today on the call we have Jeff Coyle the co-founder of MarketMuse and chief is it, product officer? Jeff: Yeah, Chief Product Officer, I manage the product data science and engineering teams as well as the marketing team at Marketing News. Chuck: Awesome. So I’ve known Jeff for a couple of years, we run in the same circles. I’ve been on the Internet world for quite a while. Jeff do you want to tell us a little bit about yourself? Jeff: Sure. I am as you mentioned the co-founder and chief product officer for MarketMuse. Prior to this, I’ve been in this space as Chuck mentioned for quite a long time; about 20 years as scary as that might sound in the search engine optimization content strategy game. I have generated like 50 million leads and not as an exaggeration for B2B technology primarily companies in the early part of my career. I worked as an early employee at a company called Knowledge Storm which sold to Tech Target which is also a great B2B publisher and an intent data and ABM platform for enterprise and mid-market B2B companies. I worked for them through their in-house team and in-house capabilities while I was there really focused on driving engaged users through content and content strategy. When I left Tech Target having already spoken with my co-founder about ways that we could grow MarketMuse I came on as a bit of a late co-founder and we’ve since grown the company to almost 50 people; really, really an amazing story about growth, building a new category about content strategy, what should you write next, what should you update or optimize next that’s going to have the biggest impact on your business and everything that goes along with that from how do I assess my own authority, how do I understand where my gaps are, how do I know where my strengths are. And that’s been the mission of our business is really to tell the story of I could spend a dollar on content; creating, optimizing, blah, blah, blah, tomorrow what should it be? And that’s what MarketMuse is for; to tell that story. Chuck: Alright so kind of you alluded to it but today we’ll get you on a call to talk about SEO and maybe more so how content is applicable to SEO. So maybe starting at the base when somebody either acquires a new site or maybe is looking at a site trying to think of how do I grow this site like where’s my opportunity, what kind of analysis do you think somebody should start off with? Jeff: Well I think that traditionally the way that people have assessed sites for their strengths sometimes is only by looking at their current and existing rankings or their historical rankings. So it’s a bit of you know kind of a tail wagging the dog assessment of where you’re at, where you have been, but that as a starting point does provide some value as to where you are. It just doesn’t tell typically the entire story about what it means to be about something. So when I’m looking at assessing a site for the merits of its; the collection of its content or its inventory of content, when I’m looking at is to say yes certainly I want to see performance. I want to look at also things that I might get out of my analytics package engagement. I have to understand the goals of the company the key performance indicators of the business. Am I driving those things? Can I peddle out of them? But divorcing those concepts for this point in discussion about conversion rate optimization and such from a search engine optimization or authority perspective I want to see where I’ve written great content so how much content have I created on core topics that I care about. When I do cover those topics how in-depth do I get and how successful does that; what kind of success does that yield when I write about a concept I care about when I get deep when I write high-quality content on concepts that I care about. Those two things really tell the story of your existing momentum on a concept. And so that when I’m assessing a site that’s one thing I want to want to figure out is where do I have momentum? What concepts can I write about and I expect to be successful. And that’s Stage 1. Chuck: Before we move on from that one how do we gauge that success rate; what do we think is successful, what are the indicators that say hey I’m already doing well here or I’m not doing well here? Jeff: Absolutely and that’s the hardest part. And to run an effective content marketing team and a content production team for any company you’ve got to start at what are the key performance indicators? If I’m an e-commerce site the key metrics that I have is my average order size, it’s my conversion rate close to a closed cart, it’s my cart abandons, it’s my total revenue. If I’m an affiliate site it might be an RPM metric and I have to be agnostic of and when I have agnostic a reference of affiliate and then I want specific combinations of affiliates because sometimes you can actually fake your books accidentally if you’ve got great affiliates on one page and not great affiliates on another. So it’s really about I think engagement with affiliate opportunities in addition to revenue. You get a look at both of those things. If you are a publisher it’s going to be RPM but also it’s engagement with those pages. Because again how your ad server validates is do you have paid ads? So if you have a bunch of house ads and those have a different rate you want to always account for that because you might have great content this shooting off impressions engaged users clicks and such. So I always like to look at my current value per visit and then by the way from a B2B tech or something PI attorney; all these places are where MarketMuse does business so I like to kind of list a full fledge. I’m looking at my conversion to lead. I’m also looking at as far down the funnel as I can track and attribute. Every deal no matter what every situation you’re looking at you always want to get it back to current value per visit and aspirational value per visit from a channel. In this case, let’s say organic. So if I’m in a scenario I want to always be able to back that up. That’s the only way I can truly define quantified value. And for MarketMuse obviously, that’s the only way we can truly walk in the door and be confident in that ROI analysis. And that’s why we’ve had to do this hundreds of times. When we talk to somebody it’s to say how much do you really value each one of these visits? And if you can’t answer that question it’s okay, let’s back into it, let’s figure it out. How much is that truly about? Because then if you grow your traffic 20% you can say okay well that’s worth this much to me. How much am I willing to invest in that? And that’s how I define. So that’s a long way of answering a short question that was actually really duped question. But the answer then is my quantified value metric. How much did I publish? How much did I update? How much do those act motions cost or those actions cost? And what was the efficiency rate on the content achieving some sort of baseline goal? I like to use recurring traffic from organic search as my goal. So I might get a boost from other channels and then it dies off. So I want recurring traffic at or above a particular baseline. So if I wrote 100 articles and 10 of them achieved my baseline of ongoing recurring traffic when I have 10 percent efficiency rate in that zone. If I updated 100 articles and 40 of them grew in traffic at or above a particular level. Then I’ve got a 40% efficiency rate on optimization. So when I talk about effectiveness of content I want to see how much should I publish, how much should I update and how often did that achieve my goals? I see ranges by the way just it scares the crap out of me sometimes, 1 to 2% of efficiency. Like I write 100 articles and only 2 get rankings. Quite often 40 and 45% at best practice that it’s so wide. So you need to take stock today whomever you are and say how often did I write, how often did that yield recurring traffic; that’s my efficiency rate. Am I in that 10 percent zone? I got some work to do. Am I above 20, 30, 40? I’m kicking butt. Now how do I take advantage of that? What do I do? No matter where you are there’s always steps you can take to really maximize your earn. But it’s a great question because so many people talk about ROI and they can’t explain how they calculated. Chuck: Right. And it sounds like what you’re saying is maybe like diving into your analytics but not looking at like how much traffic this page is doing but what is the segmented traffic; how much is coming from Google or Bing or whatever you’re targeting. Maybe you’re targeting link acquisition with an article then you got to figure out what’s the value of a link that’s coming in, how many did I get on this piece of content, and then maybe kind of summing up the value of all the different components. Like knowing what your KPIs are for the specific content. Jeff: Absolutely. And so the ways that I do that so it’s manageable; there are ways where you can do that so it’s manageable because [inaudible 00:16:38.2] I have thousands of pages or I published hundreds of pages how could I possibly do that? It’s do it for the site level. Do it by site section; it’s the way Google thinks about your site anyway. Do it by site section and then take your marquee pages and do a more thorough analysis of them. And marquee could mean your best pages that you feel are the best but they punch below their weight class, stuff that does really well, stuff that you invested a lot of money in. So build your plat; this is the stuff I’m going to do with deep dive but I’m also going to get my section level and sight levels metrics. An example might be that when Chuck writes an article he’s on a 20% conversion rate to my effectiveness metric. But when Ron I don’t know who Ron is but well just say Ron, when Ron writes an article he’s 5%. So you’re to get; you could do person level, you could do section level. You really want to get that slice and dice to know what’s the thing that is causing success to happen or is it luck. A lot of sites a lot of B2B companies they rely on all of their authority for 5, 10 pages and they’ve got hundreds. Not only is it completely scary and unhealthy from a competitive space situation but if you’re a Quiet Light listener it’s an opportunity. I mean it’s an opportunity to see a site that has a risk of ruin. It’s an opportunity to see a site that has huge opportunity if they just publish the right content. So all of those things are what we’re typically looking at. It’s when I publish about Chevrolets it does real well when I publish about smart cars it doesn’t. So when I get that site I’m shooting off about Ford and about gosh as my adjacent so I’m talking about; so it’s really getting into when I get in how can I write about tangential or semantically related concepts, really expand my inventory in ways I know we’ll have more success, and if I do want to cover other things. I think a reasonable expectation about investment need because I can’t just go right kitty cats and crush it. But I know that if I cover what hubcaps should be on the PT Cruiser I can. And so those are the types of conceptual analysis, editorial content strategies I have been doing with years. Now you have data to support it. And that’s where I think that the next phase of great Search Engine Optimization outcomes comes from this type of content strategy analysis for sure. Chuck: And one of the things I was reading the other day was just and I think everybody already knows this but they were talking about news websites and why don’t news websites rank for everything. Like a news website gets all the links because everybody’s linking to articles but yet they don’t have the ability to rank for all topics, right? Certain news agencies actually get a lot more traffic for specific topics because that is maybe their topical relevance of their business. Jeff: Yeah. Oh, I mean news is so unique. The news algorithm has so many components and so from a Google news perspective and Google top stories there’s components of real-time boosting. There’s the concept of the fact that news articles appear in organic search. And they’re coming from different channels of information. So they cross the chasm from just being news to being appropriate in search results. So then there’s the dynamic of some of those items stay forever. Some of them are temporal and they’re going to bounce out when that thing becomes less of a temporal story. We actually have a solution for that. MarketMuse allows you to analyze both serps and overlay analysis and it’s called newsroom but that’s neither here nor there. But the point of the message is what if you write news articles about this topic you care about but there’s four to five aggressive publishers also publishing in that that have authority for news and you’re just picking up the scraps. You can see that with solutions that are out there now. You’re going to just see what those things are and then tracking that back to assessing performance. If I’m looking at my content items and I write 80 articles about some topic I get no news referrals and I get trickles in of organic and I’m writing it for the purposes of news, is that great? Let’s say they get other KPIs, let’s say they do gather links and they become powerful. But I’m not winning news, I’m not getting the organic search value that I think I should, how do I use that? How do I use the power that those pages are acquiring to my benefit? And most of the time when I see problematic content strategy; document the content strategy at a company they’re not looking at their existing power pages. What content are they publishing that is gaining some value and how do we use that? Because I’ve got something that’s a link magnet that every SEO in the world will go we need to do something with that but they don’t necessarily know what that is. And a lot of times you see these link magnets and they’re out there. They got a little bit of traffic upfront. They’re not valuable enough to get recurrent traffic or it’s not; it was a temporal staged story so they don’t know what to do. And so weaving that article; weaving that item into some real good content strategy, that’s the win. That’s building my thought leadership, building my clusters of content, and hey this powerful battery. Plug the battery in here, plug the battery in here, and weave it in with internal link, weave it in with appropriate content, upgrade opportunities for conversions, there’s so many things you can do to repurpose but when you get a winner use the winner. And we see that older people are scared to touch them because they’re like it might break up. So these are the main dynamics that we run into with kind of the Assessment Authority and news as a special case. But it’s so misunderstood what to do when you get a news winner. Because if you can predict that every time you publish a news story on Linux you’re in the top three of Google top stories. Like, open that wallet every darn day. And I have clients that are in that scenario and we’re like you must write about this every day and they cringe at first and I’m like here’s the value that this produces; it’s not just traffic. It’s all the good stuff that comes as a result of that. It’s also a long answer to a short question but I think that’s usually a theme with me. Chuck: Alright, so number two you’re about to say before I ask you a question? Jeff: Oh gosh I don’t even remember what it was now. No, I’m just kidding. So it’s kind of breadth and depth and then is the things that you see as being really high quality that you’ve written. These pillar pieces, the centers of the universe, the things that have acquired the KPI. How are those KPIs; they’ve acquired some metric that gives you that sense. So we’ve talked about how your existing momentum, well what are these cornerstone pieces, what are the center of the cluster pieces that exist and how are you using them today? Are you weaving them in? Are you using them to write then support pieces, etcetera? And how do you combine that with analysis of your target readership or user or buyer intent? So what’s their purchase cycle; do you have coverage in the information phase, do you have coverage in the middle of funnel, do you have coverage late in the funnel, do you have post-purchase troubleshooting and adherence in ownership? So when you have a beacon of power really that’s the time your mirror needs to be the most clear. I always say this. Like, stop tilting the mirror your way because you think you have success. The garbage in the game right now as I call it is people looking at search results and saying I need to write articles just like that search result item regardless of whether you want to argue differentiation it doesn’t work. It only works if you have existing power to start to do things like that. What you have to do is just say with my site that I’m assessing, do I have coverage at all phases of the cycle that people would care about who are in this motion; I mean research, intent, decision, conversion, adherence, troubleshooting, whatever the metrics of the buy spying journey would be. And that comes to the why I say this way because the pragmatic approach is to say does this site truly represent my business as an authority and as an expert? What about this collection of pages or this content inventory tells a story that I actually am an expert? And so when you’re looking at coverage, you’re looking at momentum and what’s been validated that I am an authority. But then it’s also going to be like aspirationally if I truly were an expert what would I have covered? I can do that by doing competitive analysis or I can do that by doing semantic analysis and manual research. And so when you cross-reference; the punch line here is cross-reference the aspirational model against what you have and that’s your gap analysis. So think about the outcomes there. I have gaps in this part of the bio journey. I have gaps, I have blind spots I don’t ever cover these topics. I have blind spots here blah, blah, blah. I also have ranking gaps where I have striking distance keywords like I’m on page two that’s that the SEO trick, right? Go tell them to update the pages where you’re on page two and they’ll go up a little and hey you did your job. So but if you weave that into this type of semantic analysis; this gap analysis, your content strategy becomes 2, 3, 10x more impactful overnight. And so compare that to keyword gap analysis, think about the outcomes. You get a word out of it. You get a word where you’re ranking 12th and you think you should rank 5th. Well, now you know why. And then you know what you need to do. And that’s the secret here. It’s get yourself out of just keywords; get yourself into the content that’s needed to plug the holes. Chuck: So we don’t know what we don’t know so how do we figure out what the gaps are? Are there tools you can recommend? How do we figure this out? Jeff: Yeah. Well I think that they’re certainly on it and they’re obviously not just the ones I present with MarketMuse but there are ways if you want to see. You want to be able to look at using your analytics, using any off the shelf Search Engine Optimization suite whether you are a higher-end person in a more enterprise or kind of using an [inaudible 00:27:29.2]. Looking at those pages; again all of your pages trying to organize them or you’re looking at you don’t want to buy those things, you’ve got analytics and you look at something that can crawl and analyze the structure of your site like a screening frog or a [inaudible 00:27:45.5] or a solution like that. Get a true understanding about your site and what it’s about. What are the things where every time you publish it it’s a winner or more of the time versus what’s the stuff where you’ve been tilting at; aspirational goals. So looking at that or even looking at just traffic and revenue versions by section or by page type or by publish state because last year this was under this person’s management this year this is under this person’s management. Just a combination of this basic information from analytics and page-level data from a [inaudible 00:28:23.7] can get you at least started. And just to start thinking critically about your content inventory. A solution like the MarketMuse obviously is going to give you the sniper rifle to say go write this page, go fill this gap. But even if you if you’re just looking to get kind of a basic understanding it can be easily put together to say gosh Chuck I don’t know if we should publish any more articles about backgammon we’re a chess site, it just hasn’t extended. But when I write about you know particular defenses, we crush. Why don’t we just lean into that? So you can make those types of decisions but then how do you get where we want to be a backgammon site. What are the ways that we can bridge the gap between chess and backgammon? How can we become more of an authority on strategic board games in general? So those are the types of questions that are out of this type of analysis, if you’re real with yourself you stop publishing stuff that’s not going to succeed. Try to figure out why it’s not succeeding. That’s where a person like a business like ours operates. But there’s many out of an agency that knows the answer to these questions that can do that introspection that can do that analysis. But if you’re analyzing your site I think it’s truly to step back and say am I putting myself out there as an expert? Am I really showing it or was I chasing keywords? And it’s always that oh man I haven’t even thought about; I’ve just been looking up keywords, building lists, writing articles, keywords, lists, articles, keywords, lists, articles especially in the affiliate side not knocking always [inaudible 00:29:58.8] so much. It clearly comes out of a keyword list. And then I wrote the article some of them get linked together. Some of them don’t. It’s not leaving the web of somebody who actually knows their stuff. A great example of this; I’ve got uprise for every product in the world prices or reviews combination; bottom of funnel. That encompasses my contact strategy against this topic. It could have helped with that and then people wonder why they get hit when there’s a quality change in the algorithm. It’s because they’re looking for that thing. They’re looking for that stuff. You haven’t told the story about buying that thing. Why are you the expert on pricing it? It doesn’t make sense. And so that’s the thing that; think about; get out of these search engine optimization shoes get into an editorial shoe. Hire an expert to say hey if you were writing an inventory of content about sound bafflers what would you cover; what are the things you need to know? And then cross-reference that against your stuff. Obviously, there’s ways of doing both of those things taking technology like what we do. Chuck: So let’s talk about that I know we don’t want to like hardcore pitch your product but you have a great product that I think is a lot of value to a lot of people. So let’s talk about like how your product can help and maybe even hit it as like these are the things that my product can do and some of the stuff people can do without the product so they could do it on their own but you’re offering a service that makes it a lot easier. So let’s talk about that. Jeff: So if I’m going to assess the value of a site; for example, if I want to see where there’s areas of opportunity to create content or update content and be more successful. If I can get that hit list immediately and go execute on those plans; really move the needle quickly, that’s a direct value of what one of the components of MarketMuse Suite. So MarketMuse Suite is a collection of; a combination of an automated content inventory and content auditing solution. We’ll also take it to the next level and say after you build; after you say I want to create this page or update this page we’ll build a comprehensive content brief for your writer. So it acts as a blueprint or an outline or a brief if you’re familiar with what a brief looks like. And it tells a story so that the writer can be creative. So that the writer can research imagery; so the writer can research their sources and doesn’t have to worry about is this thing going to have success after I hit publish. So many writers the anxiety they have; this is a huge pain point in the writing space is am I doing my keyword research correctly. Ask them. I mean that’s the part I don’t know. That’s the part I really don’t care about. I’m speaking from their standpoint. So take that mystery out of it. Take the SEO mystery out of it. Here’s the outline we need you to follow. Be super creative. So we answer that question with that side of MarketMuse. We also have some point applications for doing competitive analysis so I can look at any search engine result page and understand who’s got great content; high quality, who’s got weak content, what are the gaps. And if I were going to put out true best in Class content on this specific intent, this specific topic what would it look like getting into the gritty details. Chuck: So what are some of those details? Jeff: Yeah. So what are the concepts that need to be included, what are the variants to consider, what are the questions to ask, what are the questions to answer, what are the internal linking; things you should do to internally link to other pages to tell the story that this isn’t an orphan page on left field that actually weaves into your existing inventory and then grading your existing coverage and understanding how to interweave and to weave those things together. I have this great page; the one that you talked about, the news one, I want to make sure that it’s linked. So all of those things we have point solutions so you can do a one-page analysis and get recommendations to improve it. You can get that one-page analysis and recommendations to make it equal to or better than your competitors every time and go head to head or against the whole field; questions and answers analysis, internal and external linking recommendations, and then we have for premium; one of our premium offerings is the newsroom solution specifically for Google News optimization. So basically the story is what should I write next, can you give me details as to how I would execute that so that you’re getting me as close as you can to publishing? And then for all of my adjunct workflows; this specific analysis, this one-page analysis, we have applications to solve those specific goals to say okay why is Quiet Light Brokerage beating me for this topic? Is it because of quality; MarketMuse will tell you. Is it because of links and they have a worst page? Darn, they’re more authoritative than me; what do I need to do? I need to go write a package of content. Tell me more of the story that I’m the expert because I don’t have that off-page authority. So no matter where you sit it’s giving you the advice as to what those next steps should be. And that’s kind of the spirit of what we do. Chuck: So one of the examples I’ve heard you say before is like you’re writing about a specific topic blue fuzzy widgets, everybody who writes about blue fuzzy widgets also includes pink monkeys and if you’re not writing about pink monkeys then you clearly don’t know about blue fuzzy widgets. You’re not an expert. So maybe can you talk about that a little bit? Jeff: Sure. So our core technology is built on it. It’s a topic modeling technology and it tells the story of what it means to be an expert on a concept. So it tells me by analyzing in some cases hundreds of thousands or millions of content items that people who know a lot about blue fuzzy widgets also know a lot about pink monkeys and so if you write about blue fuzzy widgets and you don’t include pink monkeys you’re not telling the story that you’re an expert. So often in the market people have just looked at like the top 10 results to do this assessment. For so many reasons that I could get into there’s a great article online called TFIDF is not the answer to your content and SEO problems and it goes into detail of each one of these logic challenges that exist. It’s great for information retrieval. It’s been around for 30 something years. Obviously, it’s still being used. The challenge though is don’t base your business content strategy and thousands of dollars of investment on that. And so what we were able to do is to say that but we’re also then because we’re analyzing so much data we’re able to say that well guess what the top competitors aren’t talking about orange donkeys and it’s very relevant. That’s a way for you to differentiate yourself. So you’re covering the blue fuzzy widgets, your covering the pink monkeys but then you’re going to differentiate yourself by also illustrating that you know all about those orange donkeys and that’s what makes you special. And how does that drive back to true expertise? In this, we see constantly being successful with the best content strategies. They’re writing about the table stakes content but they’re also illustrating that they really know this stuff. And I always use more detailed examples but a cool one I always use for content marketing is a lot of people that write about content strategy don’t talk about buyer personas. They don’t talk about target audience. They don’t talk about the roles on a content strategy team. Do you know why? Because they’re chasing keywords. And if you can look at a search engine results page and go ooh, they’re chasing keywords, there’s my opportunity. Even if they’re 9,000-word articles by HubSpot if you can find gaps in their game you can really take advantage of that and you can punch above your weight. And if you can pop a page that doesn’t have as much traditional off-page authority link profile to build that beautiful cluster you can start ranking with undersized off-page pages and sections. And that’s niche hunting. That’s what the niche hunters talk about. That’s what the UN fencers of the world; that’s what they’re really focusing on. How can I punch above my weight with undervalued off page sites? That’s the way you get there; great content illustrates that you’re an expert every time. Chuck: So we’re thinking; traditional people when they’re thinking about articles they’re doing keyword research they’re finding those low difficulty versus high search volume relative and then they’re just going after that but what they’re missing is just because people aren’t searching for a specific word doesn’t mean that it’s not important. Jeff: You shouldn’t have it in there. Chuck: Right. Jeff: Oh yeah. Chuck: Or specific words within content that you need to have to show you’re in authority even though people; the average Joe may not be searching for that. Jeff: Exactly right. And that is the funniest thing about to watch the evolution in this market. When we first launched four years ago everyone when they would see a list of topics; this is the most interesting thing I’ll say today, four years ago they used to look at that list and go why isn’t it sorted by search point? And I said because that’s irrelevant to what we’re trying to do here. We’re trying to tell you what it means to write that golden article to be an expert. Why does it matter what search volume is because you’re so ingrained to use volume and PPC competition which that’s another story for another day; crazy. Why don’t do it? By the way, I’m not correlative to organic competition. I can get into that in a second but they’re so ingrained; heavily so ingrained to use search volume as their North Star. They want everything to have search volume next to it so they can sort by it. So if we sort by that and then you discredit the stuff on the bottom, that’s bananas. You’re thinking about this from a content strategy perspective or from an expertise perspective. And that’s what we see time and time again. Fun fact and I think you’ve heard me speak about this; it’s totally exploitable. If you see competitors who clearly take topic lists and sorted by search volume you can; we usually call it chopping down a tree, you can chop down the tree. Every time it works because they have this strategy gap. You can predict what they’re going to do. You can also chop down the tree in areas where they have blind spots. They will never fill them because they’re using search point as a North Star. And so another way to say it is stop using that four square; that volume competition, you’ve all seen it. Alright, let’s try to find those low competition high volume words. Sure those are great. Lean into those but that’s not the whole picture of how you should write your content. Because the last thing I’ll say about this is if you have no content at one stage of the purchase cycle and you think that you’re not at risk with having content at another stage you’ve got another thing coming. It’s going to catch up to you. Someone is going to fill that. Somebody is going to fill those intent gaps and crush you. It’s just common. And we see it with publishers that have been resting on the laurels of their powerful content. They’re just getting their tail handed to them by real content strategies every day. Chuck: So what are some quick wins you think people can have? Like okay, I have a let’s say a site about; I don’t know, let’s just say a general content site, you pick the topic. What are some real quick wins I can get? Jeff: I like to call them one-page plans. So I’m going to find a page of interest. So something that’s special about my site and maybe it’s a small collection of pages. This is my page that’s for some reason it’s special. It’s really long form, it’s beautiful, it converts very well. Chuck: Are we defining special meaning like it’s already getting traffic or I just think it’s pretty? Jeff: I like it and it gets me some KPI that I think is legitimate and is giving me value. So it could be traffic already. It could be rankings that I am already getting; it ranks for lots of words. So that’s a signal of comprehensiveness. A quick win could be to look at what that page is ranking for and pick out the words; this is using SEM Rush; using that to pick out the words in that list that the page doesn’t actually satisfy the user intent for rewrite those pages; quickest win ever. So that one-page plan I rank this; I’ll use a great example. Content Marketing Institute; I love that site, they have a wonderful page on LinkedIn profiles. It dominates LinkedIn profile marketing. They also rank for marketing profiles, not very good. And the site; the page just covers LinkedIn profiles. It doesn’t cover generally marketing profiles. So they could beam their other zoom higher and now cover marketing profiles in general and write about other marketing profile presences as a cluster. All boats are going to rise. So you do that exercise, a quick win every time. You can find it. We call them content mismatches or unaddressed intent plants; always a win. You can always find one on your site because you’ve probably got pages that rank for hundreds of things. No one page can answer a hundred things beautifully. So when you go write that page people are like won’t that cannibalize? No. I mean [inaudible 00:43:23.2]. Do I have to explain myself no? Chuck: So the key there is again you’ve got that one page; it’s linking for a lot of words, you’ve got tons of words, you’ll pick out the few that it’s not ranking well for and then you’ll link through that keyword to a new article that is specifically about that content? Jeff: Or expand it if it’s a fit. If it’s not a fit writing new but the key is it’s not just that it’s not ranking. I mean if it’s not ranking for that’s important but it could be ranking reasonably but not satisfying like user searches for that on Google and then they land on that page and like this sucks this isn’t what I wanted. So if that intent mismatched so can you correct that and improve the page or do you need to do that in a new creation motion? So that is a tried and true technique. That’s a recycle, recycle, recycle. Inside MarketMuse you just press a button and it tells you those plans which make life a lot easier obviously but you can do it. It’s just that manual labor to use that one technique. And if you ask me for a quick one it’s always a quick one. Look for that hundred word or more ranking page, find the word that this; read the page. You’d be surprised how many content strategists and CEOs don’t actually read their sites; it’s amazing. Read the page, know what value it has, and does this page get people to achieve that value. It can also be done on the back end. Andy Crestodina who works at Orbit Media; he is an expert in Google Analytics and content strategy. He wrote a book called Content Chemistry. Inside his analytics book; parts of the book, it shows you how to do this in Google Analytics by looking at exit rate and engagement gaps. So you can do it there or you can do it from keywords or any other ways but those are some quick ones. Look at your worst exit rates. So many people don’t break those down by; they don’t cross-reference those two things. So they’ve got a page, this thing is broken it’s 90% in exit rate. Go back to the words that are driving the users to that page. What if all of them are out of alignment? You can just flash the content double engagement overnight. So there’s so many wins that you can do with just a quick one-page plan analysis. I like to say pick one you like, get started, put few wins on the board, prove it out, and then decide is this something I want to get serious with and invest in technology that can support it. Chuck: I got you. Now when I started first looking at your product a couple of years ago and seeing kind of the wonderful amazing things you were doing, it was at a price point where I actually kind of like when high price points because it keeps; on really good things it keeps other people from being able to do it. But I guess you just launched a new price point for a self-service. Jeff: Yes. It’s actually something we’ve been looking forward to doing. And we are a mid-market enterprise large publisher; people who have really invested in content that’s traditionally been our target market. Chuck: Could you give an example of some big players that you work with? Jeff: Yeah sure. I’m trying to think of who’s on this site. G2 Crowd is a customer and they’re on there; we work with divisions of the Walmart Corporation, Home Depot, large e-commerce but also just great publishers. Business.com; love them so there’s a lot of people who are publishing content. A lot of people I can’t name and I wish I could. But if you type in MarketMuse case studies you can find a cool example from Tomorrow’s Sleep on that one and how their site grew from 4,000 to 400,000 in a year with their agency that works with us. So that was always a big focus of ours. It was make sure that they can write content. Make sure that they can update content, that they’ve committed; they actually believe content can get them there because then life’s going to be a lot easier for everybody. But we then also said let’s look at the mirror. I’m always about looking in the mirror and look at the demand that we have. And so we really looked at who’s coming in the front door saying we want to be MarketMuse customers. And right now having made that case internally or I just I’m not a profile of a customer that can spend tens or in some cases hundreds of thousands of dollars on software. And so what we did was we right-sized for a specific target market, we right-sized a self-serve offering. And there is also a trial experience that everyone who’s listening can go to the site. Go to MarketMuse trial. Go to MarketMuse, see the trial and you’ll get an experience with your data; we’ve actually set this up so you can use your site, optimize a page, create a content brief, update some existing content like I mentioned, get that content brief and then there’s also a special workflow baked in there that’ll amaze you that I’m not allowed to explain but you’ll see it when you get there. But you can do a competitive analysis, you can update a page, you get a content brief; by the way, take that with you it’s free and make that decision of whether you want to become a MarketMuse Pro customer which is our self-serve offering at 499 a month. Quiet Light Brokerage Podcast listeners have a promo which Chuck will include in his notes which gets you a discount there. Or if you’re a larger team, if you have four writers, if you write 10, 15 articles a month it’s going to make more sense for you to be in one of our other packages; a bronze, a silver, or a gold, or a higher offering. So it gives you an understanding about the value that we provide, the opportunity to buy, to see if that’s a fit, or to immediately recognize oh gosh this is what I need for all of my content items. I need one of the larger offerings. So the experience we typically is that people find the right car on the lot. Or they begin using and saying oh wow I need more of this. I was successful with the first thing I did. I know this makes sense. Making your content higher quality, that’s the fun part about being in Market Muse; it’s you never look at it and you’re like oh man I wish I hadn’t made that page better. You’re always on this ongoing quest to do a better job, write better content that resonates more with your audience. And that’s what we do every day. Chuck: Awesome. So to wrap this up I always like to ask people could you give us a few random tools not really related to what we’re talking about but just things you like to use in your daily work or just regular life. What are some of the hacks you may have? Jeff: Man, there’s so many. I love this. So a couple that I use, when I had some personal time management issues I tried everything. I tried boards with; con bomb boards and everything. And one thing that helped me analyze where I was spending my time was called Tomecular and it looks like an eight-sided dice and you put stuff on it. And as you’re working on stuff you move the dice around and it seems so; maybe it’s because I like touching things like that but it really gave me an understanding about where I was spending my time and I fixed some stuff within MarketMuse like the business organizationally just from that information. So that’s cool. I love Boomerang. I think it’s a beautiful solution for making sure you don’t forget stuff if you get a lot of e-mails. It’s a really good productivity tool. Chuck: Before you move on from Boomerang I think Google now have something similar built-in where they have the… Jeff: They have don’t let me forget this. Chuck: Yeah. It’s like a little reminder you can set for different dates and it comes back in. Jeff: Yeah. Boomerang has some features that I’m so used to being able to set and forget things pause so I don’t know if Google’s ever going to pause Google so that’s something that, but I like Boomerang. It’s not that expensive. You do need to watch your SaaS subscriptions though. That’s another story. Another one I love, love, love, love is Full Story. Full Story isn’t; they keep going a little bit a little more expensive each time you look at them. Good for them. It’s like having a DVR on every user that ever comes to your site. You can watch the experiences; obviously anonymized but you can watch their experiences, build pattern matching, look at segments, and really get an understanding about why people are doing things. I mean I think that that’s really valuable. Chuck: It’s kind of like what is it Crazy Egg? Jeff: It’s similar to a Crazy Egg but it’s more of like a heat map reporting. They’ve got this capability and a handful of other solutions that are out. I just think Full Story has this like really robust like I can go in and I can find users that went through this specific sequence and just watch all the sessions. I mean so many times. Just learn from that to really tell a story and it really is powerful when you are already doing a new multivariate testing to really catapult that into the next level. I mean if I told you what conversion rates we have you’d blow up. But yeah I mean you really have to think critically and fly the flag of your customers so that when you do get these solutions they don’t just sit on the shelf. I mean my goal every day is to make sure that the next article that every one of my clients publish is more successful than it could have been without us. And I think that comes through in our online messaging. It’s not just that we’re this secret weapon of the elite agencies which I know for a while that’s what we were. It’s that if you use MarketMuse your stuff will do better more consistently and then I will be happy. And if it does not happen then I and our entire team will not be happy. And we hope that our messaging comes through and we couldn’t do it without these other solutions that we work with Full Story, like Pendo; Pendo is a beautiful thing, and some other metrics, some other things we use to really dive deep into our customer experience. Chuck: Awesome well I appreciate you taking the time to talk with everybody today. Is there a way that people can reach out to you or the company? Jeff: Yeah, absolutely. So MarketMuse.com, Chuck’s going to post a promo code that’s for the MarketMuse Pro self-serve offering as a discount. You can email me directly Jeff@MarketMuse.com, Jeffrey_Coyle on Twitter. I’m pretty active. LinkedIn, please. I typically don’t say no unless you’ve sent me a weirdo request that tells me in an unreal way that you like my profile and you’d love to connect. If it’s clear that you bought or sold a website before in your life I’m probably going to connect with you and want to talk in any light. So yeah please reach out and go check it out. We have a lot of content. I have a lot of; this conversation is like this throughout the web that I think can really level up your game and give you the ability to assess deals quickly without just hunches. You got to go with your hunches but it’s nice to have hunches and data. Chuck: Yeah for sure. And a quick pro tip from me, if you’re trying to get somebody to accept your LinkedIn profile and they don’t know who you are, write a message. Don’t just send the like later. Personally, I feel like if I’ve LinkedIn with somebody and I’m connected then I’m somewhat vouching for them so I don’t just accept random LinkedIns. Like, everybody, I’ve accepted for the most part are people I’ve actually met in person. But then we go to these conferences and somebody sent me a request and I don’t remember them so it’s like just send a little message with them, take the two seconds to write. Jeff: Yeah, and make it from the heart. We can smell of that. Come on. I think MarketMuse is cool. Oh really do you? I do too. So I guess we are connected I love the thing but you know. Chuck: There you go. All right well I appreciate your time and thank you, everybody, for taking the time to listen and see you soon.   Links and Resources: MarketMuse MarketMuse coupon code (mentioned in the podcast): QLBMM Email Jeff Twitter LinkedIn

Getting control of your business is the key to navigating towards a profitable future. The most common obstacles for successful eCommerce businesses are inventory and cash flow. Today’s guest is an expert in providing forecasting tools to help skirt those obstacles to grow your business and prep for a successful exit. Scott Deetz was one of the advisers whose input was crucial to a successful overseas deal we discussed on a previous episode. In this episode, we explore the ways Scott’s forecasting techniques have fact-based evidence to support predicted ROI for potential buyers. Scott is the founder and CEO of the Northbound group, a company that helps eCommerce businesses uncover the value in their businesses and prepare a successful exit. With a background in corporate transactions, Scott got into the amazon selling space in 2013. He soon realized his interest remained where it had started, in mergers and strategic advising. He now spends all his time assisting eCommerce businesses on how to maximize the value of their company for either keeping or selling. Episode Highlights: Whether forecasting is based on a wish and a prayer or if there is science and methodology involved. The importance of forecasting as a regular part of any growing business. How Scott’s tools can help establish the supplier as a partner and diminish cash flow problems. How the forecasting can change the discussion on strategy. The value of the planning and structuring a deal around the forecasting. The buyer’s effective multiple and what it means for their purchase process. The importance of speaking the buyer’s language. Scott reveals the levels of building from forecasting. How hard data coupled with owner wisdom can the best formula for forecasting as well provide a roadmap for a successful exit. Transcription: Joe: Mark, one of the things or a dozen of the things that I always see happen with entrepreneurs that we speak with is that everyone runs out of inventory, everyone has cash flow problems, in fact I was just on a call prior to recording this podcast with someone that does an amazing job with their business to the point where it’s growing 150% year over year which causes what? Cash flow problems, inventory problems. I did a webinar yesterday and one of the questions was have you ever run a stock? Yes, no, or I’m so amazing I never run out of stock. Oddly enough no one checks the third option which is really good. But a lot of people run out of stock. It seems to be the status quo. I understand that you had our friend Scott Deetz on the podcast talking about forecasting, talking about cash flow management; what it does for your peace of mind number one but inventory management and how you can use all of these forecasting tools to renegotiate with your suppliers to build a more valuable business and to grow it with more confidence. How did the call go? Mark: Yeah. So, Joe, I know the podcast episodes that you do are so well packaged that you have an amazing podcast, right? I just want to start out with that. You have an amazing podcast and you package these together so well with their incredible exits series that you’ve been doing and actually, in all honesty, it is a really good series that you’ve been doing where you’re interviewing some sellers. With my less desirable or appealing package, I’ve been doing essentially the same thing with the UK deal. We really had Joseph Harwood on. That episode aired I believe in August and we talked about Joseph’s exit as a UK company. And one of the things that we brought up on that call was how many advisors helped us through that process. Well, Scott was one of these advisors and I’m going to also have another podcast with one of the other advisors on that that helped us through that. One of the crucial aspects for shows of sale, one of the things that really made it run was the forecasting that Joseph and Scott did with the business now forecasts. A lot of us see them and think they’re just kind of a wing and a prayer and they’re kind of hoping and hey, if my rosy assumptions work out this business, is going to have a hockey stick amount of growth. And so they get discounted quite a bit. I remember I spoke to somebody else about this; Andy Jones from Private Equity Info and we asked him about forecasts and he said look you look at forecasts they are all hockey sticks. I guarantee the buyer is going to do their own forecasts. Well, Scott has a different approach to forecasts. They’re very very conservative. He ends up doing scenario analysis to see Scenario A, Scenario B, Scenario C; one’s very pessimistic, ones very optimistic, one is what they actually expect to happen and there’s actually a methodology here. Now we spent the first half of this call going over why is this important. He explained how he uses this to negotiate supplier terms that don’t pinch the supplier but actually help a partnership with that supplier. He talks about how it was crucial for Joseph having the ability to order a really sizable amount of inventory as we’re going into a busy season so that he didn’t run out. And then finally we talked about how it has an impact on the actual selling process. And he brought up a point; super simple, you and I talk about this all the time, when you’re talking to a buyer for an online business you need to be able to speak to the return on investment they’re going to get. And their buyer is constantly doing that sort of analysis. Well, Scott was able to go through an analysis that was based on reason and logic and numbers and it had been refined if we could take a look historically to see here’s what we were forecasting, here’s how close we were, right? We were off and so we’ve modified our assumptions. So about half of it is on why the second half is on how and kind of giving people a little bit of a jump start on how to actually do forecasting. And it’s something that I would highly recommend. We had Ben Murray on from the SaaS CFO and he talked about the importance of forecasting in a SaaS business. So this is a really important thing for any online business and frankly any business to start doing. Joe: And these guys are all connected with running multi-million dollar businesses that will have a multi-million dollar exit. And that’s they’ve; I want to say grown up into forecasting. A lot of people bootstrap things and sort of do the best they can. Those that hold on long enough or mature enough to get to the forecasting part. I think it makes a huge difference. The folks that I just had on the call prior to this they’ve got an incredible business and they’ve grown up into that as well. I think that this podcast will help them tremendously. I know Scott personally he’s a great guy, very smart, very very good at numbers so let’s jump into it. Mark: But before we get there, I just want to throw out there to the listeners in case you didn’t catch it. Mark Doust is an expert at very subtle wise assery; here’s why, I told him I was going to read this quote, quote-unquote this is from a listener, a guy named Chris Rock is his last name. Thank you, Chris. I just want you to know you are my favorite listener at this point. Quote, I’ve been impressed by several podcasts with Joe Valley; no space there for Mark Daoust, no mention of Mark Daoust at all, Joe Valley and we’d like to set up a call this week to discuss the process and valuation. Thank you, Chris. You are my favorite without a doubt. Let’s go to the podcast. Joe: I was being sold. I just want to make it clear. Mark: Alright here we go. Scott Deetz, here we go folks. Mark: Alright I’m really excited this week to have Scott Deetz on. Scott you and I worked together for a long time and frankly it’s been way way too long for this to even happen. I should’ve had you on the podcast probably a year ago or so but I don’t know if you’ve listened to the podcast at all. We have a tradition of guests introducing themselves mainly because we don’t do show prep so I’ll hand it over to you. Why don’t you introduce yourself to the audience? Scott: Sure, perfect. Yeah, I’m excited to do this Mark. So my name is Scott Deetz. I’m with Northbound Group which is a company that I founded. I was an Amazon seller starting in 2013. I was ASM3 for folks that may know what that is and I got into the Amazon selling side of things but my background has been in more corporate transactions, mergers, and acquisitions. And once I got into the industry for a little bit, I realized that I liked helping people and looked at the industry and thought I could help people in a series of ways with strategic finance and with corporate development work and with being, in essence, a strategic advisor to people that may want to consider exit strategies as well. So I started Northbound Group about three years ago and now that’s what I do full time; it’s just assist Amazon and other e-commerce businesses on how to maximize the value of their company for whether they want to hold it or whether they want to sell it. Mark: Yeah. And you worked on; actually, we worked together on Joseph Harwood’s deal. We had him on the podcast a few weeks ago talking about how to sell a UK based business and that was a complex transaction. We talked a lot about that on that podcast about how complex it was at least compared to what we typically see in the spaces as to how these transactions go. The topic that you and I are going to discuss today is forecasting. And I really think with Joseph’s business and the way that we presented that business to potential buyers there was so much that it hinged on the forecasting that your group did to be able to say what are we looking at for sales coming from the future. Now this is a bit of a touchy subject because within Quiet Light we don’t rely on forecasts all that much, right? We would never sell or trade necessarily on a forecast on its own. However, your forecasts were a bit different than what we’ve typically seen in the past. If I could just kind of put it bluntly most forecasts that we see are kind of a wish and a prayer. If someone is saying hey here’s what I like to do over the next twelve months or it’s even more simplistic than that; well this is what I did the first three months of the year, a straight-line projection shows that it’s going to be this so that’s going to be my forecast. And it’s just very unreliable and that’s why we’ve never used it. Yours tended to have quite a bit more specificity and we really put a lot into that forecast including structuring the deal around the forecast as well which meant that our client, in this case, Joseph really believed the numbers that were coming out because he was riding a lot on that. So I wanted to talk about forecasting and I want to start out with just kind of a basic question, is it just a wish and a prayer to say this is what we’re going to be doing in the future? And again this is a softball question. I’m leading you into the answer pretty easily here. Or is there actual science and actual methodology here where we can use these forecasts with some level of reliability? Scott: Yeah. So to me, that case study really showcased the power of how forecasting can ultimately affect the amount that you receive for your company. But I would say the short answer to your question is if an Amazon seller came to me and said would I rather have a simplistic forecast than no forecast at all I would say yes. But the answer to it really is that I think forecasting is not a one-time event but something you implement. So, in other words, people don’t build a forecast and then it collects dust. You implement a forecasting methodology in your business that is continually being updated as new information is coming into the business. And when your self as an owner or when an outside party can see that not only is it a science and it’s around a tool but it is also an ingrained methodology for the business, I think that’s really when the power of forecasting takes hold. And particularly in Joseph’s case, for example, the first forecast that we built and if he was on the call we would laugh together, it started out like you would expect. I have no idea. Let’s put some numbers on a board. Let’s start looking at it. Then we started implementing it on a regular basis and we would get it down to the point to where we could update a complete forecast for the business in under 60 minutes. And every time that we realized we were either short of our forecast or over our forecast we started tweaking it and we got more and more and more accurate so that by the time that we, for example, got in front of a potential buyer for the business the buyer could sense our confidence in the forecast and obviously then that in turn gave them their confidence in the forecast and ultimately helped facilitate the transaction. Mark: And I want to get into methodology here in a little bit but I want to start at a maybe a little bit of an earlier point because we talk a lot in Quiet Light about how having a good exit strategy and preparing a business for sale often gives you a really good business to own, right? And this exercise of forecasting is not just for an exit. It’s actually really good from a business ownership standpoint. What are some reasons that people should be implementing forecasting as a regular part of their business? Scott: Yeah. The easiest way I can answer that is that I say there is no cash flow planning without forecasting. Mark: For anybody out there by the way it felt like a good rhyme. Scott: It does, doesn’t it? Yeah, there is no cash planning without forecasting or something like. But everybody out there that is in this industry struggles with the fact that as you grow because you have to front a lot of your inventory oftentimes or at least a portion of that you have to invest in the business. Everybody is doing this dance between growth and having enough cash to grow. A forecast fundamentally is the link between the two that doesn’t look at what your accounting numbers were in the past but looks at what the next six or twelve months forward of your businesses and we’ll answer the question for you do I have enough cash to succeed? And the way I look at if you use Xero or Quickbooks or a good accounting program is very simply that gives you a gorgeous picture of what’s in the rearview mirror but you don’t drive your car based on what’s in the rearview mirror, you drive your car based on what’s out in front of you. And really what forecasting is that capability. So whether you ever want to sell your business or not if you want to have an accurate cash flow of your business you by definition have to be good at forecasting. The second reason that I think that it’s really really critical is because forecasting helps you determine where you’re making your money and where you’re not making your money. So very often in our forecasting tools that we have built for Amazon sellers, we’ll build a forecast for people and it doesn’t only forecast the revenue but it forecasts the profitability. And it’s not uncommon at all for example to see somebody who’s selling a product in the US that’s making a great amount of profit and they take that same product and when you add the VAT or other costs in the UK it’s not profitable at all. So why put the gas pedal down so to speak and grow an area of your company that’s not as profitable? So I think it’s really helpful in two things; well three things actually, the first one is cash flow planning, the second one is analyzing your profitability, and then the third one is once you have an accurate forecast we have found it’s the single most important thing to help you get better supplier terms. So when we go negotiate with suppliers on behalf of our clients or we give them the tools to do it themselves we are incorporating forecasting to show the suppliers a forecast that they then believe. And if your supplier believes an accurate forecast then what they’ll do is they’ll say to you, okay wow we’re going to grow this much. That is the basis for the conversation of getting payment terms after shipping. And it’s also the basis for being able to ask for a better price for your product. So those are really outside of even selling the business; as far as running the business those are the big three. Mark: Yeah. This idea of cash flow planning; I mean the number one problem with Amazon businesses is what it’s cash flow, right? I mean people are growing, their business is growing and they’re putting all the money back into inventory and I think a lot of Amazon sellers are really just sticking their thumb up in the air and saying okay I think I should order this much. Maybe there’s some level of estimation going on there. But the number of people that we see the number of businesses we see where they have inventory shortages or they have a busy season and they end up ordering too much and so they’re sitting on just a big pile of inventory that’s there for another year waiting for the next busy season. I mean it’s kind of a rule; it’s not an exception that we see this. Your supplier terms that you mentioned in the third point that plays into this cash flow problem as well. I don’t want to get into the details of exactly what Joseph’s structure with his business and his supplier terms but suffice it to say he eliminated all of the cash flow issues that you would normally have with an Amazon business because you guys were able to negotiate really good terms with the suppliers. I assume that was based on the forecast that you’re able to put together. Scott: Yes absolutely it was and the key part that we were able to do was bring in the supplier in essence in partnership and have them realize, and this is what I’d recommend anybody that’s listening to this, this is not about beating up a supplier. This is about being upfront with them and saying if I had no cash flow problem this is what the growth potential would be for the products that I sourced through you. We were able to make that case with this particular supplier. And in essence, it rapidly accelerated the growth of the business prior to then ultimately exiting the business because we eliminated the cash flow problem which also became a competitive advantage against other people that had cash flow problems because when they run out of inventory we get our sales. So it’s absolutely critical and the number one reason that a lot of suppliers don’t want to give better terms is because like you said they don’t trust that either the business will sell that many units. So then if they know the business doesn’t sell the units they may be stuck with them. Forecasting helps eliminate that concern and we were able to go to the supplier and say look at all of these trends, look at all of this information if we sell this many units of these many products this is how fast we could grow. But the problem is we don’t have the cash to order that many units, can you help us out? And ultimately we are able to come to a very favorable situation for frankly both the supplier and for Joseph. Mark: Yeah. This idea of profitability as well. I mean this is just a common area where we see a lot of waste being spent on ASINs that frankly aren’t that profitable. And these are the areas where people are spending time, resources, maybe they’re spending money on this and it’s really just diluting what their efforts should be as well. So this idea of going back I liken it to something that again we preach over and over at Quiet Light which is it starts with having good books, good data that you can go back and look at. Personally in my personal life like when I review my finances and if you do this at home and you look at your credit card statement, how many times have you looked at your credit card statement and you look at something and say oh my gosh I have this subscription; I didn’t even realize I still had this subscription on there, right? Going back over and over again and like you’re doing revising assumptions of what the business is doing helps you think about your business more critically in a different way than maybe we would normally think of you know especially with a product-based business you’re thinking about product variations, you’re thinking about customer service, how can you make that customer experience better but maybe not thinking strategically about your business as you might want to. And I know with Joseph’s business looking at his inventory purchasing history he made a couple of purchases in there which I looked at and I just thought oh my goodness this guy is brave. Because he was taking huge chunks of inventory on at the time but he was able to do that because you guys had worked on this and he felt very confident about what was coming up plus he got great supplier terms that came with kind of a safety point there. Scott: We simply would not; two notes on that, one without going to the suppliers for the supplier terms we wouldn’t have been able to grow as fast because we wouldn’t have wanted to take on the personal risk that comes when you sign a letter of credit at a bank or anything like that. You’ve got a personal guarantee. So good supplier terms allowed us to have a business partnership that while we had a good-faith guarantee that we were going to pay them for that it’s not the same as putting up your house or putting up all of the other assets that you have in the business. And forecasting was sort of a key aspect to that. Here’s the other thing and I’ve seen it go the opposite way as well and I always like to stress this is that if somebody is thinking about eventually selling their business you have to understand that every dollar of profit in the year that you sell costs you three to four times as much. Because when you apply the multiple to your valuation if I am a company that’s making $200,000 a year and they go out of stock and that stock going out of stock costs them $10,000 of profit. You not only lose the $10,000 of profit because you went out of stock you lose three times that amount and if your multiple is three and we’re not here to discuss multiples. But the point is that just going out of stock we had somebody that we work with that went out of stock during a busy season for only two weeks, it cost them about $30,000 of profit and instantly they lost $100,000 off their sales price by one outage that forecasting could have prevented by knowing that they needed to order more. So I think if you needed a fourth reason out there why this is so critical I always say the most expensive way to finance your business is by running out of stock and not ordering enough not because we’ve all seen that yo-yo. Forecast at least allows you to see the problem so that you can address it proactively as opposed to all of a sudden boom you’re out of stock and you’re in a scramble and you’re shipping by air which also costs you on your valuation and those things. So for those reasons that’s why I think it’s just so absolutely critical to running a business successfully particularly on Amazon. Mark: Yeah and I want to comment on that real quick because I was about to say obviously we’re going to be Amazon-specific; that’s where you really know your stuff extremely well. The forecasting is an exercise that pretty much every business should be doing. I know I had Ben Murray on the SaaS CFO and he talks about the importance of forecasting in a SaaS business. And I know at Quiet Light we just recently implemented some forecasting models as well. And it’s super helpful when I can look at; our major expense is conferences, right? So when I can even look out and see what our expense profile in the forecast for that over the next six months is it really helps us understand how to spend our money and gives us a different way of looking at this. Alright; forecasting, we could talk a lot about why we should do it for just running the business. When it comes to selling a business the impact of having a reliable forecast and the impact that it has on a buyer, I’m going to just comment on this real quick because with Joseph’s business I was obviously working with buyers directly on that and I can tell you that oftentimes forecast get met with some skepticism. People look at it and they don’t really trust them. When people look at your forecasts partly because of the way we structured the deal and there was an earn-out that we were upfront with saying look we expect some pretty big growth in this business so we’re not asking for everything upfront. We’re willing to do an earn-out type of structure here but also because of the way that the forecasts really seem to have some specificity to them. That became an integral part of that sales process where people wanted to delve in and understand the forecasts. And as we were going through an update in months people were checking the forecasts as well. And when they saw that you guys were right on them or in some cases maybe a little bit wrong but here’s why. It changed the discussion dynamically. This was not just kind of an amateur business of somebody who found a product that sold well on Amazon. This was a business that was being run strategically and had a real plan moving forward. And so on the sales process, I think the very simple conclusion is you added a lot of value to Joseph’s business by virtue of having the strategic planning and the strategic background that you were working on and then structuring a deal around this as well. Scott: Thank you. Yeah, so I think a couple of points on that; one of them as you transition over to the sales side of things, the first thing I always want to state is that most buyers like you said will say to you we can’t buy on future projections. As a general rule, there’s a lot of risk in Amazon and all of these reasons for it but I want to make this statement and I state it so boldly when I talk with sellers because I think it’s so critical in forecasting such an important part of it. The only multiple that a buyer cares about is not the historical multiple, the only multiple they care about is what I call the buyer’s effective multiple which is what is the price I pay divided by the earnings that I get which by definition is something in the future. So while they’re not sharing their forecast with you if they don’t believe they are building a forecast on their side which is helping them calculate what’s called the return on investment in various ways. So the notion I want sellers to understand just as how when you build a listing you need to speak in the language of your customer in order to have your product listing make sense. It’s the same thing when you go through a transaction you need to be able to speak in the language of a buyer to have the most credibility for that particular buyer. So the forecast that we built with Joseph is built very very much with that purpose in mind. We think of ourselves as an outsourced CFO to a business with the responsibility of communicating in the language of a buyer. So when I think about sort of forecasting and what I’ll call more advanced forecasting what we were able to do was not just to say hey if you give us a bunch of cash we think the business will double what we were able to do is to look at every product on a per unit basis of how many units it’s doing right now. We would then apply seasonality to it so that we had all the historical information to apply seasonality. We did that for every current product in every market based on the margin in that market whether it was in dot.com or in Europe or in the US. And then we were able to build in each of all of the product launches of new products that didn’t exist today but we’re coming out to market. And we were able to be conservative on those but in essence, show that even if we hit conservative numbers of that we’re gonna be in a pretty positive situation. So I think the message is when a buyer sees all of that underlying logic in the forecast it’s more than just an idea. It’s really a strategic communication tool between the buyer and the seller. So they were able to go okay, and you bring up another great point which is that this is absolutely a process through the life of getting the transaction done. If it takes you a few months to sell your business every month you’re updating that forecast; you’re having that dialogue as to where things are at. So I think what I would encourage people is that when you want to be in front of a buyer the same way that you want to be in front of a customer and think about it from their lens. You want to do the same thing for a buyer and a buyer needs to understand what the potential is of the business in order to pay the highest price for it. And if they don’t know the business as well as you do I look at it as we’re sort of obligated in our minds to provide them that picture. They can agree or disagree and we can structure a deal accordingly but unless we have a common view of what we think reality is in the future that’s really the only effective multiple that they can use to calculate their return on their investment. Mark: Yeah. And the phrase I’ve always used for that is buyers buy for ROI. And you see it’s got that rhyme so it’s more memorable. Scott: Yeah, I love it. I love it. Exactly. Mark: No one buys a business to lose money. People buy a business because they want to make money. And speaking in the language of the buyer it really does boil down to that and the more firm that we can make that ROI pitch of here’s why you’re going to see a return on your investment; the more fun you can make that the more certain a buyer is going to be, the more willing they’re going to be to pay a higher price for the business. I feel that we spent a lot of time speaking on why and that’s my fault here. I want to get into how to do this because it’s one thing to say okay here’s what my historical sales were and maybe we’re going to assume certain growth; I mean what sort of assumptions would you start with when you’re doing some forecasting on an Amazon business? And then I’m going to wrap in multiple questions here and just kind of let you go to town on this, how would you do like a new product launch as well? I’m interested in both of those questions; like existing products in the next year and also new product launches. Scott: I got it. So here’s the way I think; I’m going to refer to this as the building blocks of a forecast. So the building blocks of a forecast first is an understanding that there are two types of forecasts that you need. One of them is I’m going to refer to it as a product forecast or a product sales forecast and the second one is one I’m going to refer to as a P&L forecast or an overall profit and loss or income statement forecast and here’s how they relate together. The first thing that you need to build is you need to build your product forecast which is, in essence, each one of your products. And part of what we’ve built over the last two or three years is toolsets to do this. But even if you weren’t going to use our toolsets and just think about it conceptually every one of your products you need to know what the margin of that product is. You need to understand what the historical sales of that product have been. And then very simply you need to be able to project out; we do it on a per-day basis because that’s generally how people think about it and then multiply times 30 but you need to be able to project out how many units per day or per month of each one of my current products am I believing that I’m going to sell. The second thing is most of the time when we build a per product forecast for people and they say that they want to double the size of their business or that they could, the first thing that they realize when they look at all their existing products is that that’s not going to get them where they want to go. And that’s where new product forecasting comes in. And the way that we do new product forecasting is exactly the same way but we build in what we call a launch budget and then a launch ramp up for each one of those new products. So we’ll build in an upfront cost of let’s say $5,000 to do giveaways or ads or review gathering; those types of things. And then we’ll build in that if I eventually get to 30 units a day of this particular product then it’s going to take me four months to get there so we’ll start at 10 units then 15 then 20 and then 30 over each particular month. So visually the way it looks is in the product forecasting all of your current products we have out on the top and then down below that over time you have a bunch of zeros but then you eventually have revenue coming in down below that if you list out all of your new products. And that gives you what I refer to as your product forecast. Mark: So how do you project out with some of these products on a per-day basis? I mean obviously; let’s say I’m selling 10 units a day right now and I want to get to 17 units per day, where do you look at to say I think I can get here. You have to be looking at; we have to do X, Y, and Z to get here almost working backwards to be able to say we’re going to do X, Y, and Z to get here or are you looking at here’s what we’re doing and here is just kind of the trajectory and where do you see the limit as well? Because that’s more aspect of it where if you’re doing 10 years a day you might want to sell a thousand per day but that market just isn’t there for that. Scott: Yeah. So the way we think about that is first of all you have to look at what the overall market potential is. So pick whatever tool that you want to use. We use Helium10 for example when we say okay if I was in first spot for this keyword, this keyword, this keyword, and this keyword what is really a realistic assessment of how much I could gain? And then let’s look at the product trajectory of where this product is at and if we’re rank 15 then we believe that we can get; and we usually say start conservative. Start your product forecast on if I could eventually get to the top half of Page 1 but don’t necessarily build a forecast based on I’m going to outtake the competitor. A more advanced forecast what we want people to do is literally situate themselves compared to the competition. So it’s pretty obvious sometimes when you go into a market and one of the clients I was speaking with yesterday while we’re doing our forecasting work he said yeah for me to get to spot one or two is I’m going to have to have literally 4,000 reviews, I’m gonna have to do massive giveaways, so we said really for this product and this keyword and this niche we’re going to keep the forecast is based on being in positions 3 to 6. And then let’s look at where you’re at now and if you’re in position 22 but you’re working your way out then you can build your forecast up to that particular level. But you really have to do it that way. And then the other key that we really really focused on a lot is every month has a seasonality factor to it. So you have to understand what is your seasonality factors when you’re building your forecast. So in our tools for example we have the ability to set up to 12 different seasonalities because we want to basically allow you to understand when it gets to August how much should I order for the holidays or for a lot of people they have summer seasonality when should I place my orders. So you really have to assess not only the units per day but assess the seasonality side of things. And then the only other thing that we look at in terms of building that sort of bottoms-up forecast is don’t always plan that a product is always going to stay level. You have to plan sometimes over a two or three year period based on the product life cycle to start to even put in a slight decline. There might be competition there might be price wars and those types of things and I think that’s absolutely critical to forecasting because it encourages you to always innovate. Where sometimes people get a few; and I’m sure you’ve seen this a ton of times, you get a few hero SKUs that are doing great but then they don’t invest in new product and we’ve talked about this before, you have to keep doing that even if you’re thinking about selling your business because you can’t count on those products always being the big winners that they might be today. Mark: How many influencing variables do you typically look at in a mature forecasting model and are they working together in a formulaic way or are you really just taking more subjective assessments of these things? And what I mean is let’s say that you’re looking at I know this is what my keyword volume is for particular products, I know what my [inaudible 00:36:08.1] says so I can kind of back into some projected numbers here from just the paid model and here’s the organic models so you can almost approach this formulaically or you could sit back and again have more of this the subjective look at all the different factors. Are you taking more of this variable approach? Scott: Yes. So here’s what I would say. I look at formulaic as tools that provide insight but do not provide wisdom. You as the owner of your business need to become what I’d refer to as wise. And my way of thinking about it is you have a bunch of data that eventually leads to information that then information leads to decisions and then decisions over time leads to wisdom. And so the way that I think about that is sort of like a pyramid building up. The tools provide you the data and the information but it’s your insight and your time and experience that provides the wisdom. So the way that we think about it is every one of your products with our best clients that we force them through the discipline of looking at all of the data out there but committing to units per day in the future going forward on this particular product and think of it as sort of a manual override. All of the forecasting tools out there are great but every one of them every time; and we built all these tools because I built that originally for my Amazon business and eventually what ended up happening in every conversation we have with owners of businesses they say oh yeah I know that I used to do this the last three months but I’ve really taken a hit. My review rating went down to 4.2 and I lost 20% of my sales. Oh good, then we better put this one down at 20 units a day down from 30 until we feel more comfortable with it. So once you get the process down, that’s what I want to encourage people, as you get the process down to where it’s a half-hour a week the one that we do that takes an hour a week they have 75 parent SKUs out there and we can go through that in an hour and just yup, yup, yup, yup, and just continually refining what that particular process is. So I always think of it as tools versus wisdom and you need to apply the owner’s wisdom to it. That’s the only way we’ve found; same thing with launches you have to build into a launch what do you realistically think that it’s going to take. And then oftentimes that’s why this cashflow thing is so important is that we have multiple clients that will list out 15 different products that fit the brand. Then we’ll look at the cash flow and we’ll say here’s the first five, the second five, and the third five, and we’re going to roll them out over the next year so that you can then implement them in a way that is cash flow acceptable to the business. Mark: How do you recommend people get started? I know we’re getting up against the clock here but starting something like this can be terribly daunting because there are just so many factors to be able to consider. Any recommendations on how somebody can start out maybe with some simple forecasting? Scott: Yeah. So here’s what I would say there’s four levels to forecasting and if you take nothing else from today implement Level 1 which is look at every one of your products, what it’s done historically, and implement what you believe that it can do over the next 12 months. And if you want to do it by using the historical sales via ASIN report or the business report that comes out of Amazon for the last month and then just project what that is in terms of units and then in terms of sales build yourself a very simple spreadsheet in order to do that. That will at least start to give you an idea. And if you commit 30 minutes every week to looking at that sheet that you’ve built and you build that and just continue to update that I guarantee you you’ll learn more about your business. So step one is just do that every week. Pick a time that you’re not frustrated and you want to just kind of look down and see what the potential of the business is because frankly, that’s a pretty exciting goal for you to then say hey if I want to get here; that’s what we always…another action we say is you can’t manage what you can’t measure. So you have to build it to that. Level 2 then is to apply seasonality and new products. So layer on new products you’re thinking about and if you don’t know what they are right now still layer in I want to release 4 new products in the next year, I’d like to think that they could be as good as my current one’s etcetera, etcetera, and then look at your seasonality trends. The next level beyond that and I want to describe this because you do have a lot of advanced sellers that are thinking about selling on this podcast is transition from a product forecast to then look at the rest of your income statement on what I call a percentage of revenue basis and project out that if the revenue doubles or grows up by 20% does my cost of goods sold go up by what percent. And so each one of your line items I always look at it as product costs are 19% of revenue, Amazon selling fee is 15%, FBA is 21% and get to where you can easily know every one of your; overhead and tools is 4%, paid media is 12%, know every one of your numbers on a percentage basis and you’ll now have the product forecast and then the budget forecast and you’ll be at what I’ll call it an advanced level. And then the expert level what we build for people when we want to take them to market is we apply what we call a scenario analysis which is where we’re looking at worst case, middle case, best case so that we can show it to a buyer that hey even if this thing doesn’t do everything it’s still going to have a positive ROI for you. But if it hits either the middle or the advanced case or the more aggressive cases your ROI is going to go up to 70 or 80% IRR. So the most advanced one then is to take a base forecast and then create scenarios and that probably building a toolset to do that all by yourself unless you really like doing that might not make the most sense. There’s folks like ourselves or your accountants or other people out there that you probably want to work with but that is sort of the ultimate level because now and my closing comment of this will be relating it all back to the topic of selling your business. For most people, more than 50% of the money ever put in your own pocket will come when you sell your company not when you run it because you’re always having to finance your inventory. And forecasting is the simple thing that tells you when is the right time to sell because it answers the question when does my value reach a level at which I go oh wow if I could get that much for my business now is the right time to sell. So we haven’t talked about that at all but the number one question you get is the number one question I get; what is my business worth and when should I sell, and is now the right time to sell? Forecasting is the answer to that particular question and not some answer that Scott gives you or Mark gives you. But my goal for everybody on this podcast would be implement forecasting and give yourself some time to get good at it and you’ll be able to answer that question for yourself which is a very powerful enabler for your business. So that’s why I’m so passionate about the topic because it ultimately answers the question what should I do with this business and when; should I keep it or should I sell it and if so for how much. Mark: And even on top of that I mean Joe says all the time he says don’t decide to sell your business plan to sell your business, right? Don’t just wake up one day and be like I’m done because you’re leaving money on the table; guaranteed you’re leaving money on the table if that’s the way that you go about it. If you say my goal is to get here to this number then like you’re saying you can work towards that goal, you know how to get there, you have a roadmap to get there as well and you know that you’re going to maximize the value of your business at the time of the exit which is frankly what most of us want to do. That’s usually the goal. Scott, we could talk a lot on this and really get more in-depth. Thank you so much for coming on. I hopefully can have you on in the future we can spend less time on why and more on the how because it seems like we just started to scratch the surface on this but I really appreciate it. Where can people find out more if they want to ask you questions about forecasting or frankly anything else that Northbound does and I’ll just make this quick plug; you guys do great work. I love working with you guys. Where can they find out more about you and your group? Scott: Yeah so I’m always happy to answer questions so people that want to get a hold of me individually ScottDeetz@NorthboundGroup.com or if you want to get in contact with us just in general do Info@NorthboundGroup.com and I’m happy to answer any questions. You’re right there’s just so much to this but it’s to me the most powerful thing that can put you in control of your business. So if there are people that are out there that feel like they’re kind of bouncing along and they don’t really know where their business is going or what its true potential is, forecasting is the thing that gets you back on the horse where you’ve got the reins firmly in control and you can see your business as opposed to just feeling like you’re reacting to what’s in the rearview mirror. So thanks for having me on. I look forward to obviously working with you on [inaudible 00:45:28.5]. Mark: Thanks, Scott.   Links and Resources: Northbound Group Email Scott Email Northbound Group

One of the privileges we have as the owners of QLB is that we have a panel of experienced entrepreneurs that act as advisers and also happen to be our brokers. On today’s episode, we are hosting our first Podcast Panel, these in-house experts are here to answer key questions regarding buying and selling. Jason, Bryan, Amanda, and David have a combined 40 years of experience in brokering e-commerce businesses and are here to share some great insights into their first-hand transaction experience. The discussion today focuses on the sell side and how human behavior can influence a transaction, balancing being a good seller without being a pushover, and finally on valuation and managing expectations from the seller side. Episode Highlights: Can a seller increase their sales amount just by being a good seller? How to handle challenging sellers and tips for approaching the negotiations with them. Thoughts on where seller behavior fits into the entire valuation process. Some of the principals of a good seller and behaviors they should avoid. Where the line is between two being too private and being proactive as a seller. Ways certain SaaS elements can be revealed in due diligence without giving away too much before the handover. Specific contingencies that sellers can hold onto until the signing. The importance of the buyer/seller face to face meeting. Things sellers tend to put too much emphasis on during a transaction. Staying on for extra consult periods as a way to earn buyer trust and confidence. How to temper unreasonable valuations or unreasonable expectations for what market can bear on the part of the seller.   Transcription: Joe: So Mark one of the privileges that you and I have as owners of Quiet Light Brokerage is that we have an unofficial board of directors and highly successful entrepreneurs that are our advisors slash brokers. And we joke often that most of them are more experienced and smarter and more successful than we are. And I think with the panel that you put together in this upcoming episode it’s absolutely true. We’ve got Jason, Brad, Amanda, and David all sharing their experience as advisors, brokers about how to be a good seller and beyond that with the entire transaction. How did the overall panel go? Did everybody behave and give nuggets of wisdom throughout the whole podcast? Mark: Well, naturally I started this all first well it was a pretty interesting idea. I was talking to Amanda about going to a conference down in Austin where she lives and she was invited onto a panel and she said that she’d be really interested in doing stuff like that. So I thought well why don’t we do a panel here at Quiet Light and bring forward some of the advisors that have been working on deals. I mean I think the combined number of years on that panel alone was something like 40 some odd years of experience combined. Joe: As buyers or entrepreneurs? Mark: I didn’t even get into the; I have no idea how to calculate that. That’d be a much bigger number. My math abilities stop after about 40, 45. Joe: So everything is 40 years of experience for you. Mark: Well I become 42 so yeah everything is; that’s going to be the limit. Every year I add one number to my math abilities. The panel was pretty fun. I didn’t know how it was going to go. I didn’t know if it was going to be too many people on the panel. I was hoping for some discussion between them and we did get into that. We got some great discussion between people who have been doing this for a really, really long time. I wanted to keep the topic pretty simple and just kind of dig into their actual experience in doing deals. I wanted to find out what are they seeing on the sell-side specifically and working with people; humans that can really influence a transaction by their behavior. How much are they seeing that actually come into influencing the price? Jason right out the gate is like look we can sometimes influence the price but the bigger worry here is having a primary effect. If you’re a crappy seller you might make this an unsellable business. And that kind of launched off this conversation of what is it; how can you be a good seller? How do you balance this idea of being a good seller who is open and proactive? David talked about being proactive as a seller. How do you balance this proactivity and openness versus being a pushover? What elements should sellers also not necessarily open up on their business right away? And where should they stick their foot down and say we shouldn’t be sharing this? A pretty interesting conversation on that front to see what other people’s experience was in these different questions that came up. I didn’t lay it out right away. Joe just to let you know I asked them to pick out a URI moving forward for the company and I won’t tell you what the result was of that. Joe: So I have to listen to this to get the answer. What was the question again specifically and what wiseass comment did Jason make because I’m sure that’s exactly where it came from? Mark: You’re going to have to listen. Joe: Alright. What was the question though? Mark: The question was choose Joe or Mark. Joe: To do what? And you’re like hosting the podcast so you could totally edit it out and tell them no, no, no, no, choose me so it’s…for the audience, I want to know Mark has full editing control of the podcast so whatever negative things said about him were completely edited out. Mark: Well, that’s actually not true. I don’t touch it, in fact, there’s a point in there and I’m hoping the editors… Joe: See he’s fabricating he’s making this up. It’s totally true. Chris and Podcast Motor; they do what he tells them to do. Mark: They’re the only people in my life that do what I tell them to do. Joe: You man have seven children, that’s the way it is. Mark: Yeah, I guarantee nobody in my household does what I tell them to do. Joe: There is teenagers. Mark: There is a point in there; I hope the editors catch this where Amanda cuts out and I awkwardly interject so we’ll see if the editors catch that part. If they don’t just bear with it because she’s actually giving some really good advice during that point in the podcast. Joe: So you and I always joke about or I always joke about the fifth pillar. You always correct me and tell me it doesn’t exist. And for those that don’t know the pillars, it’s growth, risk, gross transferability, and documentation and I always say there’s a fifth. It’s an invisible fifth and it’s the person behind the business. Who you are and how you behave and what you post on Facebook and what’s your LinkedIn profile says and it’s silly pictures and things of that nature. It has an impact on the overall value of your business. People are going to stroke a check for enough money that is going to make a difference in their life savings and the risk they’re going to invest in their future. They need to like you number one, they need to trust you number one; both a number one. That is so so valuable so I love this topic. I absolutely have to listen to see how quickly they all said your name instead of mine. And then I’m going to have to have another panel on with the other four advisors and see what they say. Mark: Sounds great. Mark: Okay, welcome everybody. We’re having our very first podcast panel or panel podcast. I don’t know what we want to call this but basically, we have a bunch of people on this podcast here. We have Amanda, Jason, David, and Bryan all joined me for a conversation. We’ve never done this before so we’re going to see how this actually works out. The format is going to be pretty simple, I’m just going to ask questions and pick out different people and see what sort of conversation comes from those questions. So, guys, I’m just going to start off with a very simple question. You’ve got to pick one personally Joe or me; me or Joe? No, don’t answer that. I’m just joking. Don’t answer that because I already know what the answer would be. You guys would want Joe. Alright so let’s; I want to focus this panel on more seller questions because we obviously work with buyers. I know a lot of buyers listen to the podcast but we work with a lot of sellers as well. And so I want to focus a lot on that. What is it like to sell a business? What are some of your experiences? You guys have a ton of experience working with sellers, preparing their businesses for sale, helping them go through that really difficult emotional complex process of exiting their companies so I wanted to try and tap into your collective wisdom here, get some good information and insights into sellers and that process of actually selling a business. And I want to start out by looking at how much influence a seller can have on the value of their business just by how they act with their business. Let’s start with you Jason because you are the longest-tenured member of QLB here so I’m going to start with you. I’m going to ask you just a pretty basic question here and that is do you think that you can increase the amount of money; can the seller increase the amount of money they get out of the exit of their business by being a quote-unquote good seller? Jason: Absolutely 100% but it may not be in the way that you’re thinking about it. I don’t know that your value goes from a million dollars to a million one because you’re a good seller. I think it’s more binary. I think it’s either a million dollars or zero. Meaning if you’re not a good seller I think it’s likely to spook a buyer to the point where they simply don’t want to complete a deal. So I think it’s incumbent to be a good seller, to be ethical, to be honest, and very very important to be transparent. So like any little thing about the business that in the back of your mind you think gee I really don’t want to talk about that, that’s exactly the thing that the seller should talk about with the buyer. Get it out there. Mark: Yeah. Amanda, I know over the years you’ve also been with QLB for a really long time, we’ve worked with all sorts of different people. Some people are really easy and a joy to work with and while not dumping on any previous clients, some people are a little bit more challenging. And I want to take a step back and just say something real quick. When we talk about challenging clients, difficult people to work with, the one thing that’s always important for us to keep in mind is I get why some people are somewhat challenging. They’ve built a business, they have a valuable asset, they want to make sure the deal goes through well. So they have a right to a certain extent to be a little bit more challenging. But what has been your experience, Amanda, when you’ve dealt with a client that might be a little bit more difficult to work with and maybe a little more abrasive in the negotiations? Have you seen that impact the deal that they’re able to get? Amanda: Absolutely. I think it’s important to actually take those clients and take them aside and say it’s really important to look at the feedback that we’re getting from buyers and to be reasonable with their expectations. Otherwise, we’re not going to deliver for with the deal successfully because the buyer’s feedback is super valuable. If you get a lot of feedback that’s consistent and a seller is not willing to hear it, it makes it very difficult to take those items there that could be actionable, make them happen, and then get a deal done. I think that also working with abrasive sellers can rub buyers the wrong way because obviously after a deal is done they have to work with the buyers. The buyers work with the seller for extended period time for training and support and it certainly is concerning if a seller is not easy to work with and has a difficult time getting along with the buyer for that matter. So yes it definitely can impact the deal. Mark: Yeah. And I think Jason your point about it being somewhat binary I think is interesting. At the end of the day obviously, we’re valuing the business not necessarily the business owner and so Bryan what are your thoughts on what Jason is saying as far as it being somewhat binary? Do you agree with that or do you think that the seller is just one other element of the entire business mix? Obviously, we’re valuing the business on its own to a certain extent where does the buyer fit in; I’m sorry, where does the seller fit into that entire valuation process? Bryan: Yes. So I think Jason makes a really, really good point and I’d like to touch on his point about honesty first [inaudible 00:11:30.1]. I think that’s probably the most important quality that a good seller can have. But in terms of sort of being a good seller, being more binary than affecting the valuation I think it can be like this and if the seller is really difficult to deal with then disconcerting there is something that’s not happening. But I think that being a really good seller can actually also increase the ultimate value that the seller gets out of the transaction simply because being likable and getting along well with buyers is in my opinion likely to induce better offers, induce better conversations that lead to better offers, and thereby can lead to a better and more profitable deals for the seller itself. Mark: Yeah, I think the only issue that I would just if I’m going to comment on this here would be that the buyer is going to look at a business and look at the element of risk. There’s always a perceived unknown of what am I actually getting into here. And if you have a seller who is shifty, if you have a seller who is maybe withholding information or is being just kind of; I think Jason to what you’re saying, if they’re being really abrasive or just mean or whatever yeah that becomes a very binary sort of situation where if I’m a buyer I don’t want to get into that because who knows what’s going to happen after the sale. Jason: I find in the real world though it’s not necessarily that that a seller is abrasive it’s more the word you used is good shifty. A buyer just gets the sense there’s something that the seller is not telling me. Are they planning to start a competing business the day after they sell? Do they know that this industry is about to hit a brick wall? Are there issues with the supplier? It’s that shifty element more than the abrasive element is what I find in the real world. Mark: I would agree with that. I mean the thing that I think people on the sell-side need to understand is that from a buyer’s standpoint risk plays into a valuation perceived or real. It doesn’t matter if the risk is real or if it’s perceived it’s still there. And so if you are giving off a sense of risk to a buyer that’s going to play in the valuation that you get. So I guess we can put this out there as a plea to be a good seller; to behave correctly. But what does that actually mean to be a good seller? David I’m going to throw it over to you because I haven’t got you in on this yet. And sorry, I didn’t get to turn in you in the first question here but I want to ask you what are some ways that you’ve seen from sellers that make them good to work with and things that maybe sellers can do to maybe reduce that element of risk; that perceived risk that they might give out otherwise? David: Yeah, it’s a great question. For me, it comes down to three core principles and the guys have touched upon perhaps the most important one right away which is honesty. And then after that, I think it’s diligence and knowledge of your own business to the extent that they understand their own numbers in great depth. They understand the reasons, the trends, the way things happen, the problems that they’ve had; like fully understanding then business. When you have that and have someone with that level of knowledge come on the call with the buyers it’s incredibly reassuring that they have this gross knowledge about their own business. And then to a company both that depth of honesty with expertise in their own business. And you know that’s not taken for granted because sometimes many entrepreneurs are running multiple businesses and they haven’t had the time to focus a lot on one specific thing. So when you have that knowledge it’s really helpful. And then the third piece, of course, is productivity. I think that it’s easy to come into a selling process perhaps when you are quite emotionally spent even being in the business for a while and to underestimate that a lot of clients will ask some questions and they will want to go back into past historic information and having like a positive mindset about putting that information and realizing that it’s also the benefit of the ultimate end goal of the transaction which is to get the best deal terms. Going at that formula very proactive and positive perspective really just creates that like perfect cluster I think of the best seller like proactivity, positivity, honesty, and diligence. Mark: Yeah, that can be a really difficult line to draw because from a seller’s standpoint you hear some of these questions and you think I don’t want to share this. But at the same time, you don’t want to appear shifty. I mean where do you guys think that line is for a seller when they’re going through; especially like initially, right? We put up the listing out to the market. I think Brad who is not on this call recently put a listing on the market and had like 300 inquiries on it. We had to shut things down and that client is going through multiple calls one after another after another. And some of these buyers get on and they start asking some pretty pointed questions pretty quickly. What do you think the line is? Amanda I’m going to throw it to you, what do you think that line is where between being a shifty yet still open and honest and proactive as David says? Because I agree with you 100% David that being proactive makes a big difference. So where would you put that line, Amanda? Amanda: I think it has to do with creating expectations for when you’re going to open up certain information and letting them know upfront what you’re comfortable with. So there are certain things obviously that you want to keep pretty close to you like your suppliers or certain proprietary information that you just don’t want to open up to everybody. And so possibly you say okay I’m going to give you all this information; my financials, this is how I do this, this, and this but creating a timeline of when they’ll have access to that information based on certain steps being in place and finalizing the deal. And keeping some of that information towards the end I believe has worked really well for most sellers and buyers because if you have that trust level that you built between the two along the way and then you’re just basically following the course of actions that have been set out ahead of time then I think that creates a nice flow. And obviously, that’s what we want. We want sellers and buyers to both be comfortable through the entire process so that we can get to that finish line. And so I think it is obviously definitely a fine line. But also when a seller and a buyer are working together and they’re meeting in person I think that makes a huge impact in what information is shared because you can just feel whether a person is trustworthy or not and what they’re going to do with that information. It often comes across just in energy and so oftentimes the seller will let their guard down just when they get to know the buyer a little bit more. But upfront I think obviously you don’t want to give 300 people everything you have for obvious reasons. Mark: Yeah and I think for… Amanda: It’s about creating expectations. Mark: I would agree 100%. For the buyers that are listening to this, I think the insights that you can take away from this as well is understanding that. Amanda your suggestion is something that we use quite a bit here at Quiet Light during the due diligence process of ordering your requests and understanding some items are going to be more sensitive than others is a really good tip there. It does a great job of helping that seller get put at ease and from the sell-side is a great way for you to protect your more sensitive data by promising this saying I’m more than happy to share this with you but let’s first go through these other items first just in case that torpedoes the deal. Bryan, I’m interested to know what your thoughts are where you think the most sensitive sort of data is that sellers might want to consider maybe safeguarding a little bit more than others. Obviously, different sellers are at different levels of comfort. Some don’t want to share a single thing about their business and other people are like I don’t care. You can’t replicate what I did because I got the magic sauce. What sort of information do you think sellers is kind of the main stuff you would probably want to hang onto until the end? Bryan: Yeah, that’s a great question. I think it depends a lot on like I said an individual seller. It also depends a lot on the type of the business and the business model, to begin with. So I think with that with an e-commerce business the most closely guarded secrets so to speak might be like Amanda mentioned the vendors with any any business that depends entirely or for the most part on a single or a couple of traffic sources the seller might hold the details of those traffic sources confidential such as for instance in indication of PPC traffic they might not feel comfortable disclosing their full keyword lists and that copies and so forth in the early stages. So it really depends on the business model. It also depends on the business itself and how defensible the business is. Like you said there are some business sellers who are happy to open up absolutely everything because they are fully sourcing that nobody can replicate the business no matter what they sold on but businesses are different and so does comfort level is different. Mark: David and Jason I’d be interested to know from you are there any elements that you have ever run across that have been off-limits in a due diligence process and if so how have you handled getting around that? For example vendor names, customer names, talking to employees; if you’re able to share any details on that please do. And I didn’t prep before this so if you’re not we’ll just move on to the next question. Jason: No, that’s fine. Well, one thing if I may I just want to add onto what Bryan said. He mentioned about whether a business is replicable. One thing sellers hopefully are aware of, any buyer that’s going to see the information has signed I think it’s about a five-page non-disclosure agreement which specifically says they’re not allowed to scan for ideas to steal. So if a buyer did that they would be blatantly violating their NDA. And a seller would potentially have legal recourse. So hopefully that will give sellers a little more comfort. In regards to what information is truly off-limits, the thing I found is by the time of closing it all has to come out. But some of it does come out essentially at the closing table. So one of the big areas of sensitivity I found is if a business has employees a lot of times the seller doesn’t want to mention the sale to the employees literally till the last minute. The reasoning is it could really make them panic and look for other jobs if the deal doesn’t go through. The buyer who might be inheriting these employees will have some obvious consternation. They’re going to want to know who’s about to work for them; are those people planning on sticking around? That can be a really sensitive area. And I’ve had situations where it feels like we’re a lock on that or some other small issue and it always seems to get resolved at the closing table at the 11th hour when finally everyone feels confident that the deal is actually going to happen. David: Yeah and I think to add to Jason’s point it’s something that comes to mind a lot. Me over the years that’s owing a lot of SaaS deals you can imagine the code base is just a really cool secret sauce component of SaaS business and the buyer very naturally wants to see that annotate to see what kind of code quality is annotations and see what kind of architecture is and that creates a lot of shrikes naturally in the owner right away. And it was an interesting bridge trying to think about how we could do that in a very safe way to get to that point that Jason is talking about which is the eventual reveal at closing. And what we did that’s worked very effectively over the years and what we do at Quiet Light is show a snapshot of that code base and just provide enough insight and then a high-level like architectural look so that they can see how this sort of modules are put together. And then just a small snapshot so they can analyze the code based on a very discrete basis. Or also consider using a third party due diligence advisor to come in and review the code base and that way the owner is never really hands-on with it. It’s being reviewed by a third-party specialist and there’s a non-disclosure agreement in place and so you really can actually go into something that looks like quite a difficult issue and something to verify with a lot of credibility and integrity. So that’s one of the ways that we’ve done most to do that with SaaS. Mark: Yeah I think one of the things I’ve learned over now 13 years of helping people through this is that during the due diligence process oftentimes a buyer comes in and says I need to understand X. And rather than saying in the due diligence process that I need to understand X they say okay I need to understand X and the way to do that is Y. And so what they say is let’s do Y. And the seller says I can’t do Y. And then the buyer says well what are you trying to hide, right? And so one of the tricks for you guys that I know you guys have done so well over the years is figuring out what is that X; what is the person actually trying to achieve through this request? What are they trying to learn through this request? And David to your point I’m glad you brought up [inaudible 00:25:11.7] because I was going to bring that up. That’s one thing that I would consider to be kind of a non-negotiable. If I had a SaaS business and a buyer came in and said I need to get the codebase I would say no. I don’t think that that’s reasonable mainly because we can satisfy the same information that you’re seeking in a way that does not involve handing over the entire code base through a third party due diligence requests or otherwise. I think there are other elements that could be non-negotiable such as if you have a business that has only five clients. And if the buyer wants to speak to those clients there might be a reasonable request there. But it can also be pretty dicing so how do you overcome that sort of friction in a due diligence process. Jason, it looks like you have something that you want to add onto that. Jason: Yeah I mean just touching on that. One thing we were talking about earlier was being a good seller and the corollary is being a good buyer. But one thing I’ve encountered on occasion is somebody will have experience with having done other deals in the past; either business acquisitions or dispositions or real estate or something. And a person might have an attitude of I’ve done a lot of deals; this is the way it’s always done. And one message I would try to get out to people is just because you’ve done a deal in a certain way that’s not the way it’s always done. This panel has done literally hundreds of deals and probably in dozens and dozens of different ways. So I think Mark what you’re saying is try to figure out the core of wants and then get creative about how to supply it is probably the most appropriate answer rather than being rigid and saying this is how it has to be. Amanda: I also think to David’s point about bringing a third party to do due diligence and possibly a financial audit or an audit of some technology or code it brings a lot of value because it gives the buyer some time to focus on actually what they wanted to do at a business point or it takes the nuances of the financial load because it’s so tedious when you’re going through financial due diligence or looking at code. And to have somebody else do that who’s professional and experienced with that while the buyer can focus on future opportunities and getting prepped and ready for your transitioning into the business then I think there’s a ton of value in doing that. And oftentimes it helps the seller feel more comfortable sharing that information with a third party as well. Mark: I’d be curious to see what experience each of you has had with conditional purchase agreements. I’ve used them sparingly and just I’m going to take a step back, whenever we do the podcast I introduce something that is a little bit outside the normal. Oftentimes I hear from you guys they’re saying why are you saying that now everyone is going to want a conditional purchase agreement. So I’m not necessarily encouraging this but I’ve used it on occasion when somebody really doesn’t want to disclose vendor names or really doesn’t want to disclose something else. So we say alright let’s put together a conditional purchase agreement where basically this thing is binding conditioned on a very specific term. Have any of you others worked with those? Jason: I mean I think like I said I’ve had some deals where it really seems like it’s either going to close or fall apart at the closing table and they’ve always closed. It’s always whatever is that one condition has been revealed right at the very end. Mark: Yeah, and I think I’m going to wrap this up. Amanda, I think one point that you made that I kind of went right on over is meet in person. If I could give one bit of advice to anyone doing an acquisition on the buy-side or sell-side, get together and meet in person. It solves so many problems. If you can spend a couple of days with that person in the same room going over some of the due diligence materials I think it solves a ton of problems or it creates a massive problem that deals shouldn’t happen anyways. And that’s an outcome that might be okay if the deal is going to be bad anyway. And so a meeting in person is a great suggestion. It’s something that I would definitely recommend. Alright, I’m going to ask and move on to another topic here. Bryan I’m going to move this over to you here and that is talking about what’s important in the negotiation. When somebody is looking to sell their business oftentimes what we do is we think well I want to get money out of this. I want to get X out of it. I want to get as much as I can possibly get out of it and forget that there’s a lot of elements that you have to negotiate. You have a non compete agreement, you have an employment or consulting agreement on top of that. And there’s literally probably about a half dozen different things that get negotiated through the process of selling an online business. What are some areas that you’ve seen maybe a wrong emphasis from sellers in the past where they might put too much weight on one element of a transaction? Bryan: Yeah there is definitely a lot going on in terms of what makes an offer than just total price of the offer. There are things you mentioned and there are seller notes, equity rules, you mentioned an offer can be structured in so many ways. In terms of wrong emphasis, I think sellers are often a little bit perhaps too much against carrying a seller note especially if it’s a small seller note. I’ve seen this sentiment changing over the recent years though and it used to be the case years ago that most sellers would basically only want to want to deal with good cash offers. It’s now getting more and more common for sellers to be okay with a 5, 10, or 20% seller note. And the reason why I believe a seller should be more okay with carrying small notes is because that’s what I often explain to sellers themselves is that oftentimes those offers that they get that are structured this way are actually going to have bought them more money at the end than a full cash offer route to the extent that they can even easy to consider the seller note to be sort of a bonus on top of what they get anyway. So they can keep pushing for an all-cash offer but it’s likely that this all-cash offer would actually go to turn out to be lower than the cash part of the offer that might go to small notes. Mark: Yeah to that we have a podcast I think it probably would have aired a couple of weeks before this episode here with Shannon Stewart who’s a tax advisor on the sell-side. And she has an example of a business that sold for 11 million dollars and that she was able to; the net proceeds increased by 43% largely through deferring some of the payments that came in. And when you’re talking about an 11 million dollar deal a 43% increase in net proceeds is not a small amount of money. So I would agree, seller notes and knowing how to structure those the right way is is something. Jason what would you say; is there any element that you think sellers tend to overemphasize when they’re negotiating? Jason: Yeah I mean I think like Bryan said headline price gets a lot of focus when in reality it’s more about how much are you going to get overtime after-tax that you get to keep. And then I think another thing that gets way too much emphasis is multiple. I think a lot of people get hung up on multiple both buyers and sellers and it kind of boils down more to bragging rights than to a discernible business reasoning meaning ohI sold my business for 4X or whatever so I can tell my friends. The reality is okay let’s say you pushed the multiple for your particular industry; let’s say you’re selling an e-commerce business and they normally sell around three times earnings and you managed to push it to four times like you’re taking a lot more risk to get to four times you had to accept an earn-out and it’s depending on performance and this and that and the other. Even if you collect it all you’re earning what you would make in four years anyway. You wouldn’t be selling the business if the sole reason was the money that you’re getting paid. There are clearly other reasons otherwise you’re better to keep the business. So the big advice I give to sellers is the market will determine the value of your business better than anyone on this panel, better than you the seller, better than any individual buyer. We have thousands and thousands of buyers and for most businesses, we get multiple offers. That’s the market. If you’re not willing to accept what the market will bear you’re better to keep the business than to sell it or to try to push the market beyond what it will bear because it very likely could backfire. Mark: Well Jason you’re begging me to go into a question that is also on the list. I’m not going to go there yet because I want to stay on this one here and then we’re going to get over to that question to wrap things up here. David, I’ll be interested in your thoughts on this as well here. Are there elements; I mean you’ve got a ton of experience in working with sellers just like everybody here, what are some things that you see people often negotiate maybe more heavily than they should and what advice would you give to them on that? David: Well I think certainly on the emphasis question I would say to sellers when they’re reviewing any offer that 50% of the decision; only 50% of the decision should come down to purchase price and terms and the other 50% should be based on the execution certainty of the buyer that’s actually presenting the offset. Because there’s an ocean of difference between coming out with an LOI for your business and actually closing it. And I think it’s part of the; well a huge component of hiring a broker and an advisor to help you take that bridge from there to there and I think it’s for me sellers that have been really receptive to guidance and advice at that point whether they should take the focus off the headline price off the headline multiple that Jason is talking about and consider the wider context that is this still going to close because the buyer has experience, for example, they have a readily available source of funding their due diligence requests are miles and miles long they’re not reliant on any kind of outside financing [inaudible 00:35:22.8] all of these things introduce risk into the deal and ultimately that’s risk needs to be looked at properly in the context of the whole deal so I think that’s really important. Negotiating terms, one thing that I always recommend for sellers to be open to is the prospect of keeping the window open for like the minority kind of consulting arrangements after the sale. Honestly, we had enough every business through a standard transition period and depending on the size and complexity that can vary. But I think one thing that’s actually really good for sellers to think about is maybe staying on to do like an hour or two a month to just say six months longer with the sale and that goes a huge way with buyers knowing that they just have a slightly longer line which the owner has to ask a half an hour-long question in four months time. And to that point about getting the trust and getting the deal over the way, that’s a huge point that I think sellers are sometimes like they’re spent and they never really want to spend more time on the business. But just that tiny little time investment for just a few moments goes a huge way towards getting a deal on the way and a great value. Mark: Yeah I would agree to that 100%. I remember when I sold my business now a long time ago they asked me to stay on for six months afterwards and they paid me for it; so a regular monthly consulting fee and at first I was like man this is going to be a pain but what I found pretty quickly is it wasn’t. It was really easy. It was very easy money that I was bringing in as a result of that. And it really helped with their transition as well. Alright, we’re at 35 or about 30 minutes here on this so we’re going to round it out with one last question and this is one that is pretty important to me because I think it’s what we all do here. We all earn a living in some capacity through helping people exit their businesses and from our standpoint it can be really easy to treat people’s businesses as inventory that we’re simply moving. And obviously, we don’t ever want to go there because we’re all business owners ourselves. We’ve all been through that. We know what work it takes to build these and then how difficult it can be and how stressful it can be to sell them. So one of my pet peeves that have grown over the years is just hearing people say oh man is this seller I was approaching them I wanted to buy their business they weren’t selling it but I was doing outreach and I asked them how much they’d sell it for and man his expectations were crazy. It’s a pet peeve of mine so I’m kind of implanting here the answer that I want to hear. Amanda; we’re going to go left and right on my screen, Amanda, you’re first here. Do you think that there is such thing as an unreasonable valuation or is it only really unreasonable expectations of what the market can bear? Amanda: Well I think both actually I think unreasonable expectations for where the market can bear; I mean when we’re seeing that right now. Certainly, we’re seeing a lot of growth in multiples over the last two years and there’s been a push to constantly drive that multiple. And I think we’ve done a really good job of doing that. But sellers, of course, have their own expectations on what they think that multiple should be because they hear things from other sellers or they possibly got an offer four years ago from a strategic and they decide to pass that. And that has dried up and gone away and is no longer a viable option. And so I think the market evolves really quickly. And I’m actually one of those people who may have unreasonable expectation professional with expertise and proper data to bring somewhere like that back to reality. And I think that that’s; actually, the core of it is having realistic expectations with what the market is; the ability of the market at this time because obviously, that may change in six months for better or for worse. I think that whether the expectations are reasonable is less important than the seller being able to be open to the feedback and coming back down to reality. And I think that makes a lot of difference because we see that quite often where sellers will come in and they think their business is for X multiple but then they’re open to hearing what we’re experiencing, what we’re seeing because we do a lot of volumes and then having those realistic expectations is super important. Mark: Yeah and I think one thing I’ve been trying to remind people as well especially in the sell-side when we get up into the high seven and eight-figure territory; you brought up Amanda that the seller might have gotten an offer from a strategic years ago but obviously never went through or they heard about so-and-so who got a 6X on their business what they never really hear when they hear these big prices is what was the composition of that offer. How much was there actually cash? How much was equity that can be the phantom value? Jason, I know you have a lot of stories about phantom values in equity, right? And so that’s something that we don’t hear about. It’s like the sports contract of oh my gosh they got o120 dollars but it’s only 10 million dollars guaranteed and like it’s so much in incentives. Jason, what are your thoughts on this aspect of unreasonable expectations on the part of sellers? Jason: I think part of it depends on how you define unreasonable because I look at myself as an example. Most people say I’ve got very unreasonable expectations of the value of an hour of my time and I will concede absolutely positively. What I expect to earn is way more than what my job will provide and all that means is I need to adjust how I use my time in order to achieve it. So if you’re a person who believes your business is worth a lot more than the market will bear, that’s perfectly fine. I just think don’t be a seller because the market won’t provide it. It’s important to understand the people on the other end of the transaction are buyers. They’re seeking a certain rate of return. You’re comparing your business not only to save alternatives like or I mean to a spectrum of alternatives and various safety like bonds, stocks, municipals, real estate. They’re also comparing it to other businesses for sale that earn roughly the same amount. You might have roughly the same growth plans. And it can be really frustrating if anyone is banging their head saying no, no, no, no, my business is special and deserves more when the market simply won’t bear it out. I think most of us on the panel have kind of learned that there’s a range. There’s a spectrum where a valuation could be within a certain range depending on certain factors. Sometimes it’s worth it to test the market to put out something at a bit higher valuation just that so you see the seller understands that the odds are going to go down the harder you push. And then one other kind of important point I want to bring up, we talked about this on an internal email the other day. A lot of times a seller will call multiple brokerages; they’ll call Quiet Light and then two or three of our competitors and that’s perfectly fine. We want you to talk to whoever you want to talk to. But one common thing I’ll hear is a seller will say to me how much is the business worth and I’ll quote a price. I’ll say I think it’s worth about a million dollars for the sake of argument and they’ll say well wait I just talked to Brokerage X and they quoted me a million two, can you get me a million two? My answer is I don’t know and neither do they. It’s not the broker that’s buying your business. It’s a buyer that we’ve not yet identified and all that all of us are doing is giving an opinion. And in some cases, it can be really detrimental to the seller to try to play brokers off each other because the broker’s tendency might be well gee if these three other people told you it’s worth more maybe I’m wrong and the price gets bid up in the sellers head. And then when you get to market the buyers; the people that are actually writing the check for the business are like what are you talking about you’re way out of bounds? So it’s really important to remember who’s the decision-maker. In my mind the decision-maker is always the person that’s writing the check for your business; sometimes that’s the buyer, sometimes that’s the banker who’s funding the buyer, but you always have to cater to that ultimate decision-maker to figure out what’s the true value. Mark: Absolutely. So in regards to the value of your time Jason I appreciate you putting it on a payment plan for this little podcast panel because it is pretty crazy. Alright, David, over to you I want to get your opinions on this. David: I think Jason said absolutely the best. I think the market ultimately informs everyone to pick up on what Amanda said it’s all about receptivity to that. I mean you can continue on as a business owner with a maybe like a grand ass perspective of the value of your business for a long enough period of time and as Jason said potentially go with the broker that’s gone for a particularly inflated valuation. The problem is as Jason and we all know here is that if you come out way too high you will flop in the market and it will be a long long period of time before you then eventually have to come off the exclusivity pulling down the listing and then return back to market at a later point in time often with another advisor and how many times do we see that at Quiet Light with people coming to us from a very correct or whatever having spent an awful lot of wasted time and to cut in to Jason’s point all of our time is valuable and we love the perception of it. If you’re a business owner with a great business that you want to exit your time is especially valuable. So that decision right out the gate in terms of your receptivity and so what the market will bear is arguably the most important decision when it comes to respecting your own time and getting a process done and completed and money in the bag. Mark: Yeah, I remember probably about a year ago I was recording a potential client and then he came back and said another broker quoted me and said that they could get me this much and it was substantially higher than what I was going to; what I was quoting him at. He said and he’s going to reduce his commission to this. I looked at it and I called him and said yeah you should sign with them. How do you counteract that, right? You couldn’t really counteract that too much other than say if you really think they can get that and are being less commissioned then you should sign with them. He ended up signing with me later and we ended up getting a really good deal for him. But I think you guys point about valuations being a predictive exercise is on point. Alright, Bryan, I saved the best for last. What are your thoughts as far as these unreasonable expectations or is it just unreasonable expectations for the market? Bryan: I think Chris and David both absolutely nailed it. And I’m glad that they took the conversation the way they did. I think the market is always going to be brutally honest and any valuation mistakes that are being made, any unreasonable expectations are going to be corrected by the market. But I think the one most important thing on this is it is going to be the market who will buy the business it’s not going to be the broker. There’s no point negotiating the valuation of your business with the broker because it’s not in the broker’s power to value your business it’s the market that values your business ultimately. Mark: Absolutely I’m going around this out and close it up by saying one thing and that is Jason, you said this in what you brought up, if the value of your business in your head is 10 million dollars but the valuation of the market is 1 million dollars just don’t become a seller. That’s kind of the result. As far as Quiet Light Brokerage, look I know where the value of Quiet Light is. If somebody came up the street and offered me the value; the market value of Quiet Light I would say no. If they are offering me two times the market value of Quiet Light I would say no. If they offered me three times I would still say no because the value of my head for what this business is worth to me right now is way more than what the market value is. I’m not a seller; not going to be a seller for a long long time. And that’s totally fine because I love this business. I love working with you guys. Thank you so much for coming on this podcast panel. Guys give us feedback on this. Let us know what you think. If there’s something that you want us to do a panel on as far as topics let me know. If you want it to be specific in industries such as e-commerce or SaaS or content sites we can do that as well. We’ve got a wealth of experience here with the advisors and we’re about to be able to tap into them more with these podcasts. So again, thanks everyone for joining this. Let’s do it again hopefully sometime soon. Bryan: Thanks, everyone. Amanda: Thank you. David: Thanks, Mark.

We have sold over 120 businesses here at Quiet Light but this is the first time we’ve employed the term text list. Does texting make your business blow up? The young entrepreneur we are talking with today is at the forefront of mobile marketing with his company, Conversmart. When done right, mobile marketing gives customers using smartphones personalized information so that they can get what they need exactly when they need it. SMS subscriptions have begun to bypass email subscriptions with their elevated engagement and conversion rates. Arri Bagah was a computer science major who learned coding to make money as a side hustle in college. After college, he got into messenger marketing with Facebook messenger at an ad agency. He started Conversmart and began to explore looking outside traditional marketing channels for his clients. Arris has quickly become an expert in the mobile messaging space, helping his customers generate millions in additional revenue. Episode Highlights: The difference between message marketing and email marketing by numbers. The advantages of message marketing. How the tool allows for easy customer opt-in. Specific examples of the client conversion rates. Growth opportunities for potential buyers. Categories or spaces where message marketing works best. Ways to collect subscribers. Average return on ad spend. Messaging frequency of a successful text messaging campaign. Costs to get started in message marketing. The ins and outs of opt-in compliance. Advice for all types of eCommerce businesses looking to use message marketing. Transcription: Mark: Joe recently you asked me to make a change to our site; a pretty simple change. And that was to give some of our buyers, the people that want to know when we release a new listing and put it back up a little bit, anyone that’s out there wanting to buy they want to know when we release a new listing and they want to know first, right? Everyone wants to be first in line for that. So you made a suggestion which we’re going to implement here in the coming months which is to add text messaging; SMS alerts when we release a new listing. And I know this didn’t just come from you sitting around and saying hey… Joe: Yes it did. I come up with all these great ideas in my head. I don’t get any help from anybody else; just a clarification. Mark: You know I’m not sure I want to; okay fine, this was 100% your idea based on somebody that you talked to on the podcast. Joe: Alright, that’s true. Mark: Alright who did you talk to and why are we talking about SMS texting? It sounds invasive to me. It sounds like something I wouldn’t necessarily want but the data doesn’t really agree with me at all as it often doesn’t. Joe: Yeah, it doesn’t agree with you at all or me. Talk to teenagers this is what they do. And actually, they don’t even text now it’s just a snap. But in Seattle… Mark: You have to get on the TikTok train, that’s where it is now; Tiktok. Joe: Actually that’s true. Mark: Yeah so there you go. Joe: I’m hearing about that as well. You have a teenage girl so you know. Should we be talking about our kids? No, they don’t want to hear about our kids. Mark: So we talk about my kids will be on here forever. And like it’s two minutes each that’s like 15 minutes. Alright, SMS text messaging let’s get back on that. Joe: I was at a Blue Ribbon Mastermind in Seattle with Brad and Chris and this young kid gets up on stage and he presents on SMS text messaging and how it impacts engagement with customers and he starts talking about 98% open rates and much, much higher conversion rates. And the average order value in all of this stuff and somebody we know, somebody we’ve sold a business to engaged with him afterwards and hired him afterwards and his business has blown up. I don’t want to give his name because people want to talk to him and we keep referring people to him and he’s just trying to make a living and people want to talk to him about how he’s doing it. So I’m not going to give his name but his business has absolutely blown up. So I ended up connecting with Arri; Arri Bagah, he’s a kid guys. Yeah, he’s a kid to me. I got gray on my chin. He’s like 24 or 25 years old but he’s at the forefront of the next evolution of e-mail marketing which is SMS marketing. It’s capturing mobile phone numbers, doing specific marketing directly to that mobile number, and it’s amazing. When you’re online shopping now; this is how he describes it now, if you’re online shopping on your mobile phone and someone says subscribe and you click on it and it’s the old school way to subscribe it’s your email address and then you’ve got to go confirm in your inbox and then all these multiple steps. Now with SMS and if it’s done right and you subscribe you can confirm it right there on your phone and then you get that coupon code right there on your phone and then you could place the order right there on your phone. It’s like so quick; 15 seconds versus multiple steps in multiple places. So there is a little bit of that and a whole lot of you want to help your customers, you want to get good information in front of them. They want information to get to them in a way in which they live now which is on their mobile devices SMS is the way to go. You don’t have to check your e-mail. It just pops up. There’s a blue dot. I’m looking at my phone right now. There’s a blue dot on my phone right now. I think it’s probably from you Mark. Somebody texted me and if I want to make it go away I have to click it. I have to do that. Same with Messenger and Facebook; it shows up on my phone. I could get rid of it. So the engagement is much higher, conversion rate is much higher; gosh if I could just give a statistic here. He gave me something like a 25 time ROAS, return on ad spend. So if you spend a dollar you’re getting $25 back. That’s amazing. I think they guarantee a 15-time ROAS. It’s incredible. That’s all I have to say about it. Mark: That’s amazing. I think the emphasis here because we; let’s bring this back to what we talk about on this podcast all the time, we’re talking about buying and selling internet-based businesses and for somebody buying we’re looking at how can we grow what we’re acquiring here. And look we know Facebook we know Google but let’s face it Mark Zuckerberg has gotten greedy. It’s really, really difficult to make Facebook pay well. And if you had a 25 ROAS on Facebook you’d be selling a course next because that’s what people do. You’re usually happy if you have that 3 ROAS on Facebook. Google is the same sort of thing. And I think it’s important for us to look outside of what we think are the most profitable marketing channels. Look all the data does actually point the same direction. The most profitable marketing channels are the ones that you own; email and email we know is cluttered so SMS text makes a lot of sense if you have permission to be able to send SMS texting because no one else is doing it. So it’s going to be a really great channel. I’m excited to listen to this because you asked me to add this as an option. I’d like to hear from buyers as well would you want to have text alerts when we release a new list and I think it’s a great idea to do. Obviously, it would be opt-in only but it would be a great way to be right at the forefront of that. I’m excited to listen to this and also learn how to implement this as a system within Quiet Light Brokerage. It’s fantastic. Joe: Yeah. You just said opt-in only; you can opt-in, you can opt-out. All of that is right there. So you just invited all of the buyers in the audience to reach out to you and let you know so why don’t you give out your cell number so you can have them all text you and say yeah man implement this. Mark: Yeah. Joe: No, don’t do that. Mark: Or just e-mail me, Mark@QuietLightBrokerage.com and then when I reply they’ll have my cell phone number because it’s right there at the signature. Joe: I want you all to harass Mark and stay on top of him on this one because I think it’s going to be a game-changer for you the buyers to be notified on your phone that there’s a new listing that’s launching. Right now we’re launching one in four hours. Wouldn’t you love to be notified two hours in advance of the e-mail launch? It would be great. I think it’s a great service that we can do for you and I think it’s a great service that all the e-commerce SAS content owners can do out there for their audience as well. So let’s stop talking and go to it. Here we go. Joe: Hey folks Joe Valley here from Quiet Light Brokerage and today we’re going to talk about something I’m pretty clueless on which is text marketing, SMS marketing, we’ve got an expert in the area. I met him at Blue Ribbon Mastermind one Ezra Firestone’s Mastermind groups. His name is Arri Bagah. Ari welcome to the Quiet Light Podcast. Arri: Thanks so much for having me, Joe. Joe: I’m so glad you’re here and I’m going to call out where you are actually because Ramone Van Miller has been on the podcast as well. He’s a good friend of Quiet Light. We’re actually out filming in California now telling his story and you’re sitting in his kitchen because you’re working with him on one of his businesses, correct? Arri: Yeah. That’s exactly why I’m here. Joe: So folks those that actually go to the YouTube page and get to see this, you’ll get to see a Ramone’s kitchen in the background; at least his guest house at the very least. Alright, Arri tell us about what the heck is text message marketing and tell us a little bit about yourself and how you got into it. Arri: So I went to Roosevelt University in downtown Chicago for computer science and before I started I met a friend who had like a really nice apartment in downtown Chicago and I just asked hey how did you get that apartment? And then he was like hey I code and build websites. I was like cool I want that apartment. That’s how he got this and that’s probably what I should do too; to code web sites for people and make money. So fast forward I learned how to code throughout like the first semester. And then it will be like do a lot of the homework just like to learn how to do it myself. And then I decided if I can learn how to code myself then I can just like keep doing it. And that’s where like my entrepreneurship journey started. I built a couple of web sites and then got into Facebook marketing. So I decided to move to LA. I got a job at an agency and before that’s when I got into Messenger marketing which is a way for brands to leverage Facebook Messenger to market. So at Facebook Messenger marketing, we’re seeing really good results. And at this agency, I was running Messenger marketing for like 15 different e-commerce brands at once and it was pretty, pretty crazy. I learned a lot. I got a lot of experience doing it. And I decided to do it for myself. And that’s when I left that agency and started Conversmart. And we’ve grown pretty much since and then got into text messaging this year. And I’m super excited about text messaging because it’s a whole different way for brands to be able to reach their customers. It’s more direct. And a lot of the brands that we work with have seen really great results. So that’s kind of like how everything started. Joe: So we’ve had you know guys like Mike Jackness who we’re friends with, I sold one of Mike’s businesses for him. He’s an expert in e-commerce space. He runs EcomCrew. He talks all around the world on e-mail marketing with Klaviyo. Talk to; for those that are new to the space and text message marketing, talk to us about the difference in terms of the open rates and conversion rates and how you’re able to reach people and things of that nature. Arri: Yeah that’s a great question. I think email marketing is great. It still works. Billions of dollars generated each year through email. But the problem with email is that everybody is doing it. Especially with this season; the Black Friday holiday season, people are sending like 3 to 5 emails per day so as you can see the open rates and performance just completely drops when everybody is sending that much volume in emails. So the difference is that with text there are not a lot of people doing it. And if people are; people are super-specific to like which text or which brands they subscribe to so there’s not a lot of competition when you’re able to reach that customer directly. And one of the things that we’ve seen is that if you look at the traffic split for your e-commerce store the majority of the traffic is probably mobile already. So if somebody is like on their cell phone browsing your web site and you want to get them on your list right now brands have pop-ups and really if you give somebody a coupon and they have to leave your web site and go to their email check that email, get that coupon and hopefully come back to site and you can see how many distractions there are in the e-mail inbox. Joe: True. Arri: So there is friction right there already. Whereas with text you get that customer, they’re already browsing on your mobile, you get them to opt-in through text, you send them a text, they get the coupon, they click and they’re right back to your site. So it’s a more direct way to reach customers exactly where they are. And really what we found is that we’re not asking people to stop doing email marketing, we just want people to supplement the email marketing with text. Because with text you get 99% open rates, 10 to 20% click-through rates and usually double or triple the conversion rate over convert to like email. I’m working with Ramone like you mentioned on his brands. Really like he was telling me hey like our texts always like performs four times better than our emails let’s do more text. So he’s sending more text messages now which is something that we help with. We can talk more about what type of content people like. So we come up with really good content that people like and we’re able to send it directly to them. They come back to site. They make [inaudible 00:13:29.5] just so that’s like I think the big difference between email whereas email has gotten really overused and then text is just like this new channel that allows people to reach their customers directly. Joe: Let’s talk about some of the steps that someone would take if they were going to move into text message marketing. With emails there’s opt-in and unsubscribe and things of that nature, what’s the equivalent of that with text message marketing? Arri: Yeah, so you can’t talk text marketing without compliance. So with text messaging, we have to get people to double opt-in. I think the reason why people have these misconceptions about text messaging is because they’ve probably subscribed to a list before and people are just like spamming them. Or they didn’t even subscribe and then they got messages. So one of the things that we do today is that we make sure that people are double opting in and that’s one of the reasons why we see these high open rates and click-through rates because people are actually expecting you to text them rather than somebody is going through like a form and then you get their phone number and by surprise they receive a text and they’re like why is this brand or business texting me. So we make sure that people are consenting to receiving those texts and that’s the reason why we see really good results with it because people are now expecting you to go. Joe: So it starts with the double opt-in just like e-mail and you’re capturing then those customers where currently either on someone’s website on a laptop, PC, Mac, or whatever it might be or on the mobile device where you’ve got that pop up asking them to enter their phone number I assume obviously to get a discount or a coupon or to get information in the future. I see pop-ups all day long when I’m on websites. That’s what it would be on the mobile phone or mobile device when you’re asking for a phone number is that right? Arri: Yes. So basically we mostly only do it on mobile and the experience is really great because we don’t even have people typing in their phone number. All they do is they tap the pop up twice and it opens up they tap to pop up the first time it opens up their messaging app they send the message and they get opt-in and we get the phone number through that. That is all powered by our platform partner called Pop Script. So yeah you know… Joe: It sounds like a breeze. Arri: Yeah like when you ask someone to put in their e-mail for a discount a lot of people put in their fake emails and especially with phone number you can expect people to put in like 222 and then whatever to get that discount, right? Now we’ve bypassed that by getting them to like actually send a text. So that’s another compliance step that makes sure that your brand is fully compliant. So they send a text, they get opted in, and that’s when they get that welcome message and get opted into the automated flow, abandon cart, and all those different things. So that’s kind of like how it’s set up. Joe: Okay. So can you talk to us about specific examples where you’ve had a client that’s just been doing e-mail marketing and they brought you on board and what the change was in terms of their open rate, their conversion rate, their total revenues, and things of that nature so people listening either as current owners of online businesses or potentially buyers of online businesses and looking at growth opportunities as a buyer as well. Can you help out with an example or two? Arri: Sure. Yeah, we have a lot of examples. So one of the things that I wanted to mention is that your e-mail list is an asset and your text list is also an asset. And those are people that you can reach out to get them to make a purchase even after the rising cost of Facebook ads and all these different things. These are people that you can reach out to because you own that customer list. So if you’re buying a business and they have a text list it’s a really great asset to own. Joe: I got to tell you I’ve sold 120 businesses in the last 7 years and I don’t think I’ve ever asked the question do you have a text list nor has anyone ever said well Joe you’re asking about the e-mail list what about my text list? So it’s rare. I assume it’s coming in the future and that’s why I’ve got you on today. But is the text list usually the equivalent of any e-mail list; smaller, larger, how big are they? Arri: You can have like large text lists and they usually work way more than your email list just because of the difference in the performance like being able to reach someone directly. So a few examples I think I’ve been like working with Ramone like you mentioned like when we started working together they were doing a lot of emails. So everybody that we work with it’s always hesitant. It’s like you know what I’ve never signed up to receive texts from a business. I don’t see why anybody else in the world would want to receive texts from a business. So this is one of the things that we get all the time. And one of the things that we say is that you’re not your customer. Like your customer doesn’t live the same way. There are people out there who are looking to get like deals sent directly to them so they can save money. And there are all kinds of people out there who are willing to receive texts and most customers are and we have data to prove it. So that’s the first thing. And then when we started doing the text messaging, when we launched our promotions and stuff like that we saw that text was performing four times better than e-mail. So we started to like send more text messages. Joe: In revenue what we got four times more revenue than email? Arri: Yeah. Joe: Do the math on that. People if you’re listening and you have an e-mail campaign gosh Mike Jackness that’s; ColorIt was huge on the e-mail campaigns, text messaging four times the revenue. That’s crazy. Crazy good and it’s time that we sort of adopted text messaging. I know that it’s hard to ignore when it comes through because if you want that blue or green or whatever color of dot you have on your phone when a text comes through if you want it to go away you have to open the text. Arri: Yeah. And the crazy part is that looking at the millennial group like over I think it was 80% or so opened that text within 90 seconds. I think it was something like that. And yeah people don’t always open every text they receive. So that’s one of the great things about this. So we send our texts even for this Halloween campaign and things that we just launched every single text that we sent we saw well above 10 or 15% or so click through rates and the conversion rate was at least like 6% or so. And with text like you mentioned people open it and then they want to take to action, right? It’s very short. And one of the things that we do is that we add images and GIFs. We design all these custom-built before; our design team does all that stuff. And I think that’s one of the biggest value propositions is that we do the creative for the text so that it’s not like somebody is just receiving a text from you they’re also receiving like engaging content. So we design these GIFs and we improve the conversion rate. So every time we send like a GIF and text compared to just sending text we see twice the conversion rate when we add the engaging GIF. So those are some of the designs that we do. Joe: So for all non-millennials out there the proper pronunciation is GIF, it’s not JIF clearly. That’s an ongoing joke in my house. Sorry, I’m sharing a joke, people. So it’s a visual aspect to it, it’s just not content, they can see the images which is proven to bring more emotions to the surface and obviously convert higher. Are there any sort of categories or spaces in terms of products; e-commerce where it works better than others or certain things that you’ve tried and it just wouldn’t work. You know Quiet Light Brokerage we’ve got a list of; you and I talked about this, we’ve got people that want to be notified and get notified when we launch new listings. I would think that text message marketing would work brilliantly for them because they’d get instantly notified instead of having to check their email. In Ramone’s space, in his category, it works obviously brilliantly. Are there any spaces where you find that; I’m sure there are people that are listening and going oh yeah but I run a such and such type of business, it wouldn’t work for mine? Is there anything that; is there truth to that, any that you can think of, or some categories that work better than others? Arri: That’s a great question. I think the reason why people ask that is that they probably think that their customer is different than like everybody else. And the answer to that is as a business all you’re doing is providing a solution to a problem to a specific group of people. And if your product works and if you have happy customers those people would want to hear from you and that’s the reason why I say text works for like any space. I don’t think there’s any sort of brand that we work with that we saw okay their customer is not responding to text. And the reason is like I said you’re solving a problem for these people and these people want to hear from you. So every single time it doesn’t matter what space you’re in or what product you promoted. It has always worked for their target audience. Joe: Okay, so we’ve talked about how to capture more phone numbers on the mobile devices, how to reach them, what the conversion rate is, usually four times the amount of revenue in e-mail marketing, and the fact that it works for every category in your opinion. What about A-cost or return on ad spend or average cost per order, how does that compare to e-mail marketing or if you’re familiar with the FDA space things of that nature, do you have a sense in terms of whether it cost less or more in terms of cost per order service text marketing? Arri: Yeah, that’s a good question but I wanted to add on to the ways that we collect subscribers real quick. One of the things that we’ve been doing recently is actually like leveraging Facebook and Instagram ads; lead ads to get more phone numbers. So when we run these text campaigns we realize text is performing way better so why don’t we supercharge our text list. So we started running Facebook ads to get people to opt into just text directly through Facebook and then they’re able to get on your text list so you can put them through nurturing flows. This was one of the performance methods that we’ve been using. Going back to your question which I completely forgot. Joe: No, I love where you just went. I wrote my question down so I can look down and ask it again. But you’re talking about what would be in e-mail flow that Mike Jackness has always talked about with Klaviyo. You’re doing the same thing with text message marketing. Arri: Yeah. Joe: What did you call it; what was that flow you called it just now? In terms of like okay everybody, listening can remember but you and I can’t; skip it. It’s the flow of nurturing, right? Arri: Yeah. Joe: How you’re going to nurture that customer along and help them, help them, help them, and then give them something that they could take action on. I was asking about average cost per order or return on ad spend; what are you seeing there? Arri: Yeah the average return that we see for the plan that we work with is a 25, or the minimum return is 25X and usually for brands that we work with… Joe: Cut it down, 25X? Arri: Yeah. Joe: So I spend $10 and I produce $250; is that right? Arri: Yeah. Joe: So I did that really good math. I spend a dollar and I get 25 back. That’s easier math for you and me. Really 25 times? Arri: Yeah. Joe: I’m seeing on e-commerce businesses between when they’re doing e-mail all sorts of PPC, Facebook, Google AdWords, whatever it might be but all of it combined with Google as well where the average cost as a percentage of total revenue is somewhere between 9 and 15%. You’re talking an incredibly low number here. Arri: Yeah. Joe: It sounds too good to be true. I don’t mean to talk over you but people I just want to like hammer home on it really 25 times? Arri: Actually I’m being super conservative here. Joe: Really? Arri: Yeah. So the reason why is that the way we do text messaging we’re already like we’re capturing for the most part people who are already interested in your brand. So people who are on your web site. So you have good website traffic. That’s the reason why text works a lot because we’re getting people who are interested and then we’re able to reach them directly on their smartphones and then you create really custom automated flows and really great broadcast. So that’s how we’re able to get really high returns. Like I don’t think we have like any brand that’s getting lower than like a 50X, to be honest. But we like to say we guarantee a minimum of 15X return. But yeah we get really high returns. And I don’t even want to go with the ones that are getting like 200X or whatever because that will scare people. Joe: There’s going to be a limit to what they can spend if they’re getting even a 50X or 15X I guess the limit would be the total number of phone numbers that you have and how often you send these messages, right? I mean with e-mail I know that with Klaviyo; Mike’s campaign on ColorIt, he would send e-mails all the time. They were helpful educational e-mails and really in that regard and then there would be a promotion where they could get a discount or a sample pack or something like that. How often are you sending text messages on one of these nurturing campaigns or flows as you call them? Arri: Yeah so we break down the messaging by automated flows and one time messages which is basically broadcasting. So with the automated flows, we like to send; when somebody subscribes we can send them a message immediately with like whatever the offer was and then we can send reminders. We send like two reminders within 24 hours for them to take action. And then on top of that, we have the [inaudible[00:28:04.1] and if they do not take any action or purchase then we’d get them into the Welcome Series which we can send that every three or four days and we’d like to stop after like five messages. We always give people like the reply stop to unsubscribe because if somebody signs and just said then we rather have them unsubscribe and save us some text money. And there was always that option. And then if they get into abandoned carts we have two series abandoned cart recovery messages that we send out until they make the purchase and then we go in to post-purchase. So with post-purchase, you can do a lot of things with like product-specific flows. If somebody bought this product you can say hey; you can upsell them other sort of products are related. So we can get really nitty-gritty with that. And then we have the one-time messages. With broadcasting, we recommend sending at least twice a week. I’ve seen people who have like text lists and then never want to message them because I think they’re scared that hey they’re going to receive too many messages. I really talked to a brand yesterday and they’re like yeah we sent only one text a month and I’m like yeah you guys need to be sending at least like 6 to 10 maybe 2 every week because you’re just going to like double how much revenue you’ll generate. Joe: Right. And if the customer doesn’t want to hear from you they’re going to opt out; as simple as that. Arri: Yeah. Joe: That was the approach Mike took with Klaviyo and ColorIt as well; send as many as you can, be as helpful as you can, and let them know if they don’t want to get any messages they can opt-out. It sounds like your approach is the same with your clients. Arri: Yeah. And I think that content really matters too. It’s not about just like blasting sales. I think people think that because we are having all these crazy resources that we’re always doing sales but we rarely do sales. It’s always like short and sweet content with like a GIF that kind of illustrate what we’re trying to say that engages the customer more into taking action and in between, we add like sort of small discounts. So it’s not always about sending like hey we’re doing like a storewide 20% off or whatever. You can actually send like a content. Joe: Okay. Talk to me about the cost to get started with something like this. I mean with Conversmart your business; that’s Conversmart, there’s no T in there folks but we’ll put it in the show notes as well. How does someone get started dollar-wise? What’s a test look like in terms of giving it a shot and seeing if it works and how many times do they have to really test it? What do you recommend to new clients that are coming in? Arri: Yeah. So SMS at the very bottom of the funnel so I recommend having a good amount of traffic; at least 20 to 30,000 web site visitors in order for it to work if you just want to do bottom of the funnel but if you want to use the Facebook ads to start growing your list which is a really good strategy because with the Facebook ads you get people to opt in to your text list and those people who were opting in are also buying which is paying for the cost for you to acquire those leads. So you’re basically getting free leads. Joe: That’s something beautiful. Arri: And then we’ll tell you about because that’s probably we’ve been doing hey let’s get more free leads. So that strategy works really well. So we get people to opt-in through the web site and then we also get people to send some automated messages. Those are some of the great ways to start. So first you got to get people to opt-in. You have to have the traffic. You get people to opt-in by having a pop-up or on your mobile device or you do the Facebook ads and once they opt-in then you have to send messages. I think Thank You messages is the most important part lke it goes back to e-mail, right? I’ve met some people and it’s always the same situation; it’s like hey I have this e-mail list but I’m not even e-mailing them. It’s the same with texts. You have to text the people who have subscribed. And it’s always great to text at least once a week so when are you doing your promotion so these people are not completely forgetting about your brand or who you are. So it’s a great way to stay top of mind while generating revenue. Joe: But budget-wise though for people going should I try this, is something I can give it a go, do they have to have a thousand to 5,000 or 10,000 dollars set aside to test this with? What do you recommend? Arri: You can get started fairly easy. In fact with our partner Postscript which is the platform that we use; if you own a Shopify, it’s the one that we work for Shopify but if you’re on another platform we can definitely chat about that. But it’s super simple to get started in fact I can give you guys like free 1,000 credit if you want to try out text messaging. You can give them the link or something like that. Joe: Yeah, great. We’ll put that in the show notes. Arri: Yeah you get charged by how many messages you send if you want to do it yourself. There is no platform fee or anything like that. So once you get those credits you can start sending and see kind of like what the results look like. And like I said it’s only going to cost you if you send the text messages and be able to tell if it’s working or not. So it’s very simple to start. Joe: Okay. So it’s all about the number of texts that you send. First, you’ve got to capture as many phone numbers as possible and get them to opt-in. Like we’ve got a fairly large list after a decade of email addresses and phone numbers, we can’t just use those phone numbers we’ve got to get them to opt-in first, correct? We’re going to follow the law. Actually, they opt-in to receive information from us anyway via email would that apply for their phone numbers as well? Arri: No they have to have opted in for the text. Joe: I got it. Arri: So if it said like only for them we’re going to finish up 5 today check here to opt-in for the e-mails it has to also say text otherwise they’re not opting in for the texts. Joe: That’s good to know. Okay, any last thoughts for people with e-commerce businesses in terms of text or actually I’m saying e-commerce but I would imagine this would work for SaaS and content businesses as well, right? Arri: Yes. In fact like even with like a B2B company. I got a text. I signed him up for like a demo and he’s texting me and we actually had a conversation. So this is a great way to like follow up with people if you’re like not even in the e-commerce space. You can text them… Joe: It worked for you and worked for Quiet Light too so I don’t know why I’m thinking only e-com. Arri: Last words; if you’re an e-commerce business I definitely recommend looking at text because it’s going to be the number one way people are going to be communicating. As emails are being sent even more I think there’s going to be like over 319 billion e-mails sent in the next year or whatever so text is a great channel for you to reach those customers and you don’t have to go all in. You can do like small tests and kind of see what the results look like. So yeah I highly recommend checking it out and doing some small tests to kind of see what the results look like for you. Joe: Okay and it looks like they can reach out to you and get a free consultation as well. How do they find you? What’s the URL that they’d reach you at or things of that nature? Arri: Yeah. So Conversmart.com, that’s where you’ll be able to find us, you’ll kind of see like kind of an overview of what we do with text messaging. We take a really different approach to text messaging that people haven’t seen before especially with the content that we send and the creative that goes along with that content. That’s really what helps brands double that conversion rate when they send all these text messages. And also as an agency, we take over the entire channel for you. So basically you can sign up and basically, you just see like money come in from text messaging after a couple of weeks and then we just give you all the reporting. You don’t have to do anything besides approving the content and everything. So we’ll basically like take over the entire channel for you. And that’s pretty much like what we do for every brand that we work with. We don’t want them to like worry about getting 11% open rates and 1% click-through rate over email. We can supplement that by sending people text messages that they actually like. And people are going to convert from those text messages. Joe: Excellent. Well, I know that what you’re doing is working because you’re hanging out with the likes of Ramone and that is rad. So you’re doing something right. There’s no question about it. Anybody out there that’s interested in reaching out to Arri just go to Conversmart.com. Arri I will see you at the next Blue Ribbon Mastermind event and when Ramone gets back from filming today which he’s doing for Quiet Light thank you, Ramone, give him a high five. Tell him I said hello. Arri: Yeah. Joe: Thanks for your time. I appreciate it. Arri: Alright. Thanks for having me. Links and Resources: Conversmart Free 1000 Postscript credits

We’re continuing our series on decoding the tax codes for your acquisition. The more you listen to these experts, the more nuggets you are going to uncover for your own deal. Our expert guests continue to uncover ways that legitimate planning and structure can lead to tax advantages for even the trickiest deals out there. Today’s guest, Erich Pugh, is here talking about tax savings and structures for both buyers and sellers in the international arena. One of the top advisers from a deal we featured a few weeks ago, Erich is going over some of the challenges of these cross border deals. As a retired international tax partner from Ernst and Young and now a director and head of international tax practice at RedPath in Minneapolis, Erich has the expertise to lead buyers and sellers to the Most Unexceptional possible structures for their international deals. Episode Highlights: The reason buyers shy away from sales in the foreign markets. Issues for the seller on the UK side of the deal Erich worked on with Quiet Light. Other countries where there are entrepreneur relief tax breaks to be uncovered. Ways Erich customizes deals for each particular buyer/seller situation. Description of the structure proposed by Erich for the UK deal. Why Erich proposed a structure that had the buyer remaining in the UK. Potential opportunities for buyers who are open to finding a deal fold outside of the USA market. Why Erich never advises any risk in foreign tax regimes. The collaborative nature of the international deal. Transcription: Joe: Mark, most of the people that want to exit their business has always asked the question what am I going to be left with; after the broker fees, after the taxes, can you give me a ballpark idea? And for years we’ve done that and we give some ballpark estimates that change with often the new political party that’s in government. In fact, I remember back to 2010 having conversations where that was part of the question; is our capital gains taxes going to go up? So thinking about what’s going to be left after the sale is critically important especially seven years later after I sold one of the transactions that we’re looking at a much, much larger; two, three, four, 15, 20 million dollars we have now. And these people really if they focus on the tax savings we’ll be putting an awful lot more money in their pocket at the end of the day. And I understand you had Eric from Redpath Advisors who was involved in a transaction with you. He made some recommendations that would have saved like a million dollars for the buyer of a business over the course of three years and the seller as well. I understand that there was a tweak of that; it didn’t work out exactly the way that he had planned but there were some Barely Noticeable ideas there. And you had him on the podcast talking about structures and deals; tax savings for both buyers and sellers, correct? Mark: Yeah, that’s right. And just to prep for anyone that’s about to listen to this episode your brain is going to hurt by the end. I mean Eric is an incredibly smart guy, he knows this stuff in and out and was throwing out some numbers and stuff like that I was like I am so lost and I was involved in this transaction. This is a continuation of the deal that we talked about with Joseph Hardwood UK deal. I’m calling this series Stupendous Exits. It’s kind of snappy isn’t it Joe? Joe: Oh I like that. It doesn’t flow as well as Painfully Ordinary Exits. Yeah, tongue twister. Mark: Yeah, it’s a tongue twister. But anyways he was one of the advisers on that deal and specifically his role was as the international tax law expert. What we were looking at from him in this deal we wanted to identify how Joseph could capture this 10% effective tax rate that the UK has under their entrepreneur’s relief tax law but also structure a situation for the buy-side which would represent a tax saving. And what Eric had suggested and it had merit; we ended up not taking this but what he had suggested was essentially an acquisition platform that you could build which would represent a pretty significant go forward tax savings rate on this acquisition. Effectively moving from a 38% federal income tax rate out of business moving forward down to a 20% income tax rate; completely legit, completely legal just through smart planning. Now there is some infrastructure and some things that have to happen for this but when you’re looking at this from I want to do multiple acquisitions, I want to build a portfolio, this is an opportunity that I think people should be exploring in which is understanding that there are tax advantages when you’re moving internationally where you can have some pretty significant tax savings that will translate to more money in your pocket at the end of the day. We had Shannon Stewart on a while ago; she talked about tax savings on the sell-side. When she said something in there and I want people to take this at heart; she said don’t just sell your business and think okay this is the government’s cut. The tax code is a big document. There is a lot in there. It’s not as straightforward as this is the government’s cut. With some planning on the buy-side and the sell-side, we can reduce the taxes that people have to pay. Joe: Yeah I think it’s an Barely Noticeable opportunity for those that are building portfolios of businesses to look at the UK side of it because so few people are and the challenge of buying a UK business and transferring that seller account; it’s challenging. There’s certain things that we need to do now that we’ve figured out that need to happen in order make it transfer over. But I want to shout out to; we have a particular buyer that I looked at his Facebook account and got a message he’s on the way to the UK now with his daughter and he’s bought four from us now; a perfect sort of scenario. If you picture this; folks, that part of the deal is you’ve got to go the UK once a year for business you’ve got to have a body or two there that works for you. So once a year you’ve got to go to the UK. It doesn’t sound like a terrible thing, right? Mark: Not really. No. Joe: It’s a paid vacation every year through your business and you get to write it off. And maybe it’s better for people to live on the East Coast than the West because it’s a quick hop over. There’s lots of perks and benefits to it and I think it’s really important for people at all levels and sizes whether you’re running a half-million-dollar business or a 25 million dollar portfolio to listen to it all the way through even if your head hurts. Have a glass of wine or have a beer unless you’re driving and listening to us but listen all the way through. It’s education. The more you listen to these things the more you’re going to learn even if you only pick up one little nugget from it. It’s important. And Mark and I are guilty of it as well. Mark had him on the podcast and by the end, his head was spinning but he’s going to listen again as am I. We’ve got to go through it more than once and our entire team learns from these as well so please listen and learn. And to that listener that I’m talking about; that person who we sold four businesses to if you know it’s you that I’m talking about shoot me a note. Alright, let’s go onto the podcast with Eric. Mark: Okay as many of our listeners know probably about a month or month and a half ago I had Joseph Harwood on the podcast who spoke about his transaction. He was a UK based seller and we discussed some of the challenges in selling a UK based company. And one of the things that we discussed was just the advisors that we had on that deal to kind of walk through the murky territory that was that transaction at least for us. One of the lead advisors of that was Erich Pugh from Redpath Capital. Erich is here on the line with me. Erich thank you so much for joining me on the call here. Erich: Mark you’re quite welcome. Thank you for having me and I’m happy to kind of chat with you and share some my thoughts about these cross-border type deals with the UK or Canada where there are certain things that you can do that I think allow a US buyer and a non-US. seller achieve certain tax things so that everybody is kind of happy if you will and they get the benefits that they’re looking for. Mark: Yeah. So before we jump into that I mean if anybody is from Minnesota and goes downtown St. Paul you’ve probably seen Redpath Capital’s; Redpath CPA’s sign up on a building. But if you’re probably about 99% of the audience here you’re thinking Redpath who is that? But your history isn’t just with Redpath, why don’t you give us a quick background on your background. Erich: Sure. I basically spent most of my career with [inaudible 00:08:13.4]. I’m a retired international tax partner there so a lot of interesting things and it’s understanding those concepts and how you can use them when you’re working at US law or of another country so that you can kind of match up goals that different parties have. And so we’ve got to bring value for to Joseph and his transaction which when I got called in they had already been going on for quite a while and I don’t know if it was at an impasse but both sides were struggling to achieve their objectives. Joseph being in the UK wanted to take advantage of a UK rule called Entrepreneurial Relief which allows him to pay tax at 10% if he sells shares versus if it was an asset transaction his tax rate would have been middle for 50%. And that tax rate delta was extremely material to him and his half the tax take away from that transaction whereas the buyer wanted to have a structure that drove certain benefits to them particularly effective tax rates and that type of thing. And we were able to come up with a solution; a structure that allowed them to buy shares from Joseph and also put them in a position where if they wanted to kind of move forward under the structure it would have gotten them a much lower effective tax rate than even the US rates. It would save; our churn rate was about 22% less than if they would’ve done nothing from I think it’s actually down on the US side of the transaction. And that would have been kind of a permanent savings going forward as they were running that business and growing it. Mark: Yeah and I want to unpack this a little bit now. Let’s start with the sell-side. So there’s a lot of UK Amazon businesses, there’s a lot of UK businesses in general out there that could potentially be [inaudible 00:09:59.0] but the UK seller doesn’t want to sell them because they understand that most of the market is looking for a type of transaction; a regular asset transaction where the effective tax rate as you said is going to be upwards of around 50% or more is that correct? Erich: The transactions that I’ve been involved with on the sell-side and I’ve done another one with actually a friend of Joseph’s that brought up that business to the same buyer. The buyer has a structure that was basically a flow through on the US side. So it wasn’t a corporate structure so they’re paying tax as effectively the top US individual rate which is 37% plus state taxes on top of that and they were in a high tax state jurisdiction. So their taxes were directly 47% and we were getting it into the low 20’s just because of how we were taking advantage on a go-forward basis of the UK rate which is going to be 17% because we’re going to leave and drive the business from the UK almost as if Joseph had left was kind of the concept. Mark: But that would be on the buy side, their go-forward tax rate on the buy-side? Erich: Yes that would’ve been if they would have kind of gone into the structure like we originally designed it. That is correct. Mark: Right. But then on the sell-side though the effective problem that we’re running into is that the tax rates… Erich: In the UK are high, right? Mark: Yeah. Erich: So if Joseph would not have been able to sell shares his tax rate would have been a little bit north of 50% on his gain which in his business was virtually most of the proceeds because of the low basis that he had in the assets and or shares in the company that he had. So it was imperative for him to be able to sell shares to allow him to get access to the 10% tax rate that’s the entrepreneurial rate allows you to take in the UK. Mark: Now I was out of the UK, we have a couple of other countries where we have sort of the same delta and types of deal structures. Canada, for example, has an entrepreneur’s relief as well. Erich: Correct. They have a similar type rule where again if you sell the shares of the company you can take advantage of preferential tax treatment somewhat similar to the UK so on these transactions and for example in the UK the entrepreneur’s relief applies to the first 10 million pounds of gain that you generate in this I call it small business type sale. And that 10 million is there and it’s a lifetime cap of 10. So it could be two or three small transactions that get you to 10. So Canada has a similar rule that allows you to get a beneficial tax rate if you sell shares. So again there I was involved with a Canadian structure about 18 months ago; very similar, where the US buyer didn’t want to buy shares wanted to buy assets and actually move the business to the US but ultimately bought the shares and then migrated the actual business if you will. A different profile, a different buyer, it was actually a private equity corporate buyer versus in the Joseph transaction it was more of that [inaudible 00:13:06.4] buyer if you will. You need to understand both sides of this; the seller, the jurisdiction, their profile, and also the buyer. Is it a corporate buyer, a partnership buyer, what that’s going to be because it drives different tax attributes. Mark: Okay, and that’s where some of the complexities come in here with these transactions where after Joseph’s episode I had a few people reach out and they’re kind of like well what did you guys do there. And I said well I’m not going to go into all the details of everything that we did but you can’t have a one size fits all approach here right? You do have to cater it towards… Erich: It is customized; correct. I mean I had a base solution that when you and Scott reached out I say this is the idea. I don’t know all the facts so let’s have a call with Joseph and see if we can kind of get this to work. So we were able to design what I would call the initial structure and then we showed that with the buyer who said there’s no way that we could do a stock deal and get this to work for anybody. I’m sure you can remember their attorney is kind of sulking at that point and they had a national accounting firm involved on their side. A tax attorney from a law firm and they came back a few days later and said we’re interested in understanding more. This has merits. We evaluate and keep the tires on and as you know we basically went through a couple of iterations with the buyer or in particular the individual that was going to drive the business; Jared is his first name, very interested in understanding because of the low tax rates that would allow him to have more after-tax dollars to continue to drive into the business to grow it. That’s one of his interests. Mark: And to get into that just a little bit more; I mean the structure that we ended up having set up if it was just a US-based corporation and this is all we were doing was US to US you would have had a corporation that would have been taxed at a 38% maximum income tax rate. Erich: 21% federal and then it depends upon the state that you’re in. States go up to say 10% so call it a low 30 at the most probably in the corporate world. Correct. Mark: And that would be just for a regular company like a regular LLC would get that? Erich: No, a regular corporation. Mark: A regular corporation; C corp. Erich: C corp; correct. You’ll get into the realm of an LLC if it has one owner it gets taxed and it’s an individual gets taxed basically in his personal tax return at individual rates because it is effectively a disregarded entity. And then if the LLC has more than one around its tax is a partnership and then the partner is it a corporate partner or an individual partner and it goes either to an individual up to 37% federally plus states and then if it’s a corporate partner and get back to the 21% and so on. In those transactions when it’s domestic the profile again of the seller is important. Many times you hear that the buyer wants to buy assets so that if they pay the premium was this intangible; to get a little technical this section 197 intangible but can be advertised over for 15 years. So that’s why they like to buy assets so they can get a step up as we call it. But if the seller is an S corporation and you thought; let’s just say it’s one guy who owns this S corporation and he’s running down the business to that you can still sell shares legally but if the buyer has stepped up because there’s a special election that can be made; the so-called Section 338(H)(10) election which yes legally it’s a sure transaction but for tax purposes it’s deemed an asset sale which then allows the buyer to get this intangible asset amortized over 15 years. And in these transactions where you do the election typically what you see is because it is an asset sale for tax purposes and the seller doesn’t get capital gains treatment because it was legal to sell shares the election takes that away and teaches an asset sale. They typically get a premium on the purchase price because the buyer gets a step up for the premium. So kind of the rule of thumb that I’ve always heard over the years is typically it’s anywhere from 14 or 15% to maybe 18 or 19% premium over the share purchase price because of the step up. Mark: Right. So, in this case, the buyer gets the ability to depreciate the assets over the 15 years that they would normally have in an asset sale which obviously is a huge advantage from a basis. Erich: We’re covering a lot of ground but yes. Mark: We are. My head is spinning. And look if you’re listening to this and your head is spinning as well you are not alone. I worked on this transaction and my head is still spinning. The structure that was proposed in this transaction had the structure that you had proposed and adopted. It would have represented a go forward savings for the buyer of some pretty significant amounts of money in terms of taxes that they would have. One of the obligations of that structure, if I’m not mistaken, would have been to continue to operate in the UK with UK entities. Is that also correct? Erich: That is correct; yes. We have designed the structure when we bought a structure to Joseph that we presented that would have resulted in the buyer forming a UK holding company to do the transaction so that we could then if we wanted to have debt cross-border which is between the US and the UK. They also decided they didn’t want to do that part as we kind of filmed it up but that gives you one moving part. And that’s important on when you’ve got cash in the UK coming back to the US the UK does not have a withholding tax on its domestic laws so the dividends can come out of the UK without a withholding tax. And under the new rules unless we were talking about forming a C corporation the buyer; then the UK holding company and under the Trump tax reform if you will from the end of ‘17 dividends come out of the UK without a withholding tax and come back and are not subject to tax because of the 100% dividends received deduction. There’s some other complications that we don’t need get into but tax reform brought in a new rule; the acronym is GILTI but the C Corporation helps with that and so forth. So ultimately as this was structured the operations basically remaining in the UK that is what allowed the tax savings because we were basically paying taxes 70% UK rates on the vast majority of the profits. And then ultimately we were going to distribute those out and bring them back two or three years later tax-free. Mark: Do you remember offhand; I mean I’m not sure how specific we want to get here but do you remember offhand what magnitude of savings we were talking about over the course of the three year period? Was it a few hundred thousand dollars in tax savings? Erich: It was more than that and it potentially was going to be’ let me just think real quick, it was north of a million dollars. I want to recall it’s a 1.3 million over three or four years because of the growth that they were anticipating through the injection of additional capital that the buyer was going to make as I recall. Mark: Yes. That’s what I recall as well. I bring it up because I can imagine somebody listening to us is thinking I left a corporate job and what do I want to do? I want to run an Amazon business. I want to do something sort of simple now. And they’re listening to this thinking wait I have to have operations based in the UK. What are the obligations there? We actually explored that question in the process of this deal of what were the obligations going to be and I don’t want to be coming across offering legal advice on this but I believe it required maybe a once per year visit to the UK and having some people in the UK for those operations if I recall correctly. Erich: Correct. I mean again we’re not giving anybody advice. We’re kind of talking about something we did back in June or July. Basically, the idea was that we were going to continue to run the business in the UK. It would be that two or three people that were running the business would continue to do it. Joseph as you mentioned he was going to remain as an adviser to the business for a period of time etcetera. And the buyer their role in all of this I think what we were told that was one of the government’s aspects of this because within forming a UK holding company Joseph ultimately say two years later was going to go away we were taught we did board meetings. And we kind of got into this concept of the UK has its mind and management issue of where are you running the business from. And with the employees in the UK and with Jarrett going to the UK a couple of times a year after year-end; after the books were closed and approving the accounts and all of those things. That was some of what I would call the operational substance that remained in the UK that allowed it to work. Mark: Yeah. And so we’re I mean to lead or my mind goes from just advising buyers in various aspects over the years is potential opportunity here on behalf of buyers. If they’re able to set up a structure; I imagine that this is a structure that could probably be used and once it’s set up you use it for multiple acquisitions within the UK. See some of these tax savings as well on a go-forward basis and be able to open up a deal flow that might not exist otherwise here in the US. Once the structure is set up and I’m trying to think about how to ask this question the right way but how reusable is it in your opinion or does each deal really require its own development of new companies to be able to manage this? In other words, there’s a C corp here in the US for the structure, do we need to set up a new C corp with every acquisition that we do or can we use just one general holding pass through C corp? Erich: I see what you’re saying. No, the structure; let’s just say that they would have been forwarding exactly as we initially designed it and it was all going to work like we had kind of painted that picture and they said yeah we’re interested and we need to dig into this. We would only need; if the buyer was going to do self-additional deals and kind of do a roll of three or four or five Amazon businesses from the UK. They just need one sequel. We would have stayed with the one holding company. And then what we would have done is then bought the additional UK targets under that holding company. So I wouldn’t call it an acquisition platform for a buyer. You just keep bolting on the next one you if you will. So you’re not creating additional sequels and or UK holding company. Mark: Right. So you gave us an acquisition platform is a perfect way to describe it. I saw this as an opportunity. I know Joseph and I talked about a little bit. I also just had Scott who was another advisor on this deal on and we talked about it just a little bit as well. Okay, this is all very… Erich: It’s interesting because another one of your UK Amazon sellers that you and Scott know reached out to me last week and I’ll call it for personal reasons and potentially for exit. He’s actually moved to Cyprus and he has a couple of Amazon businesses and a couple of UK companies and also a US Amazon business and a US C corp. And we’re looking at how to design a structure for him to continue to build that out because he wants to kind of; I don’t know exactly where it’s at but let’s just say he’s at 10 million in revenue and he wants to double that before he wants to take all of it or some of it to market so that he can grow it and package it in a way where it’s easy to actually sell to allow him to again take advantage of tax rules in Cyprus or Dubai or some other things that we’re talking about. Again it’s him because he’s got some one way and he’s single and flexible as to where he wants to live he’s putting himself in a position where he can significantly reduce or eliminate any sell-side taxes down the road so that he can punch his lottery ticket as he put it to me. Mark: Yeah. And I want to emphasize something here because I think people hear some of this stuff and they think oh my gosh this is complex. Is it legal ball and is it going to be triggering an audit and everything else? That’s why I wanted to start with your background. Your background isn’t just some guy who’s on the internet researching things, right? Erich: No, no, no, in fact, it’s interesting. We did have one call and we have another call on Friday. He has been getting some advice from Cypriots tax advisor and a lot of the concepts that he was putting out there I didn’t disagree with but there were some things that they were talking about that I told this individual that I have some concerns. We need substance. We can’t play shell game. Some of the things that were being said could be interpreted as tax avoidance. And I said those are the type of things that I would never advise you to do because if you want to sell this and the buyer comes in they’re going to do tax due diligence on your structure and they’re going to say well okay you’ve done all of that but if you want us to buy the shares and you don’t pay any tax well there’s a tax accrual of there’s going to be a big number going to Escrow until we get this sorted out. So I agree with you completely Mark, understanding the risk profile and what you’re doing is important because I told him if you go to that path I’m not going to be that advisor that can help you. So he got the risk conversation and we just signed an engagement letter and he wants to move forward to do it properly. This whole risk thing I mean look at some of these transactions that you see the buyers are using large law firms or accounting firms and are beating up on the debt tax due diligence side and putting money on Escrow because they’re concerned about for example sales tax. Mark: Sure sales tax liability which came up and you and I could talk about it at length which we won’t because we’ll get into something else. But these are some of the practices that happen at a more sophisticated deal-making level than what we might normally see with just a simple transaction. This is not uncommon to go through some various tax scenario analyses and figure out a structure that works for the seller and works for the buyer and minimizes taxes on a go-forward basis and the savings can be significant for everyone. Erich: Exactly that’s why on Joseph’s transaction the buyer was originally a naysayer before I got involved as you know. And then once we put on the table and they start to understand what was going on their advisors to the table so that they could pick it apart and they said this has merit let’s work through this. So that’s typically how it’s going to evolve. It’s not going to be Erich says this is how it’s going to work. I mean everyone’s going to have someone else look at it and get comfortable or not. You have to protect your clients. And that’s my example with the guy that just moved to Cyprus. I’m not going to put him in a position where he thinks he’s saving all this money but no one’s going to want to buy the shares of this company because of the bad tax structure he’s put himself into with all of the risk. Mark: Right. And ultimately in the Joseph deal, they didn’t accept the very first proposal that we put together it was a variant of that. Yeah, these things are collaborative in that way. Okay, we’ve been talking for about 25 minutes. I’m going to wrap it up here because if we go into another topic we’ll go all the way up to that my brain hurts. If we have somebody who’s interested in talking about this more Erich where can they reach you; what’s the Most Unexceptional way to reach you? Erich: Well they could reach me here at Redpath. My office is in St. Paul. I don’t know when you publish this or post this; if you can provide my email address which is epugh@redpathcpas.com. Mark: And if anybody wants an introduction just let me know. I’m happy to provide the introduction. Erich, you are a great resource I think for anyone in this space especially if you are doing anything international or even thinking about it on an international basis. A really, really good resource to have; I appreciate it. And your firm as well is a good resource just in general. It’s not just an international tax law firm; you guys do the whole gamut. Erich: Correct. Yeah, we were actually over this over the last three or four months through; you and Scott connected with a number of companies. In fact, we’ve just brought on board a larger Amazon business and are doing the bookkeeping and providing other services including restructuring their business for sale as a domestic business in the US. Mark: That’s great. Thanks for coming on. And again if somebody wants an introduction to Erich let me know I’m more than happy to provide it as a way of saying thanks for coming on and also helping out with that deal. It was an eye-opening exercise for me for sure. Erich: Thanks a lot Mark. Take care and have a good rest of the day.     Links and Resources: Erich’s Redpath Profile Contact Erich

Sometimes a business can go through the acquisition cycle once, twice, or even more. A deal that was pivotal to our development back 2011 came back through Quiet Light this year and our very own Brad Wayland is here talking to the buyer, Richard Bell, about his recent purchase of a business we originally sold 8 years ago. Throughout his career, Richard Bell has mostly been in the high tech world. He’s worked in sales, product development, marketing, business development, and mergers and acquisitions. He stayed mainly on the strategic side of running a business before deciding to make a purchase of his own last year. He started off small, looking to take his breadth of behind-the-scenes knowledge to bat with YUGSTER, the e-commerce business he bought. While Richard’s thorough due diligence process may have initially overwhelmed the seller, the two worked well together in the end. Richard did a lot of the work up front, showed the seller he was serious, and greatly reduced the risk for problems once the deal was done. Episode Highlights: How Richard went about the search process and decided to buy this business. Factors that made the purchase good a fit. Who YUGSTER sells to. How the office and staff structure has changed since Richard took over. Richard’s SBA purchase choice and how he navigated the process. Advice for anyone considering an SBA purchase. The rebrand and other changes that Richard made with Yugster, now called Until Gone. Successes and growth he’s seen since the changes to the site. The software and the technology he’s using and how he’s are taking advantage of modern applications and platforms. Ways shopify has become the go to e-commerce cart choice for vendors. The biggest challenge Richard has encountered since the acquisition. Words of advice for others looking to delve into the purchase process. Transcription: Mark: One of the darkest periods in the history of Quiet Light Brokerage happened around 2011. I wasn’t sure what I was going to do with Quiet Light at that time. And due to some personal situations going on with health issues with a family member of mine I took my eye off the ball of Quiet Light for a little bit of time and found ourselves in a position where frankly we didn’t have a lot of money coming in. We had a lot more money going out and not a lot of deal flow at the same time. It was at that point in time when a great listing, a great business literally just fell on my lap and I was able to get that listing on the market, get it sold within a few days or at least found a buyer within a few days and it really represented kind of a life vest for me which really helped in bringing Quiet Light Brokerage profits back off the brink of extinction. One of the great things about this business that I love is seeing some of the companies that we touch early on grow and sometimes come back to us. When I originally started Quiet Light Brokerage my previous company that I’d sold came back through Quiet Light. I sold it again. I actually ended up selling that company a total of three times which was pretty fascinating to do. Today we don’t have Joe on the introduction. We have Brad because Brad talked to one of his previous clients; a buyer that just closed an acquisition and they bought the business that served as a life vest for me back in 2011. Brad, how was the conversation with Richard? Brad: You know it’s really great. I didn’t actually know that background. I think he sent me an email and said hey I’ve got a lot on my plate. This is a good listing. Do you want to take a peek at it and see if you can put a value on it and help them get it sold? So I didn’t know that backstory I just knew that you had sold it once previously. So it’s one of those situations where we had a guy that was in Richard the buyer; we had a guy that was looking for an investment. He had inquired on a little tiny listing that I had out at the time it’s like a hundred thousand dollars and came to the conclusion that it wasn’t a good fit. But I had picked up on that this guy was like a serious M&A guy. I could already tell from the get-go like why is this guy looking at a hundred thousand dollar listing? This guy supposed must be looking at much larger listings than this. So I was a little surprised and ended up floating in the details of this listing that we had for a daily deal site that kind of needed someone with the ability to kind of handle a lot of moving parts. I felt like he seemed like the perfect personality for it. And so I floated it his way and the next day he sent me an LOI and it was just really smooth sailing from there on out from his side of things. He just was a really great buyer to work with and so I wanted to bring him on the podcast. I think he’s done several things that have been really interesting with that company. Mark: How is this due diligence process different than say your average buyer out there? Brad: Yes. So when we do these deals they always look a little bit different. After we get an LOI why we are involved sometimes a lot in the due diligence process. Sometimes we’re not involved very much at all. We have kind of standard folders and things that people want to look at; bank statements or proofs out of PayPal or your credit card provider. Things like that where people can kind of verify the numbers. In the case with Richard I found out after he got under LOI he had done like 200 million dollars in acquisitions in the corporate world. He was a very seasoned and experienced M&A guy. I can’t remember how many transactions he had done but he had been responsible for some very large deals for I think a publicly-traded company. And so he put his diligence request together and he said hey I’m working on my diligence request and I sent them over to the seller. I think the seller about passed out. It was just; there was nothing wrong with it. It was very thorough but when you get these really experienced guys sometimes you think that means it’s going to be a piece of cake for the seller but it doesn’t always mean that. Sometimes if you’ve got a seller that’s really done it’s kind of like hey I’m just ready to move on and I don’t want to look at it anymore. It can be a little bit of a challenge. And so we definitely dealt with that a little bit on this one where we’ve got a really seasoned buyer who had a very nice thorough package of diligence information that he wanted gathered. And then we had a seller that was really ready to be finished. And when he got the packet I think he felt like oh my goodness I just put all this work into getting the listing ready now we’re going to go through this diligence process that is way more exhausting than what I did whenever I bought it on the front end. But honestly it was two great guys; the seller was a great seller, the buyer was a great buyer and they worked very well together and I think they’ve continued to be friends post-transaction. Mark: That the seller that you worked with was the buyer when I sold this business, and he still remains one of my favorite people that I’ve worked with out at Quiet Light. He is a fantastic guy. I think people sometimes get intimidated especially in the sell-side when they see these really long due diligence lists. But I’ve learned over the years, and I don’t know how you feel about this Brad, but I’ve learned over the years that a thorough due diligence list is a good sign. It’s usually a sign that the buyer is extraordinarily serious because look you have to generate all the information the buyer has to digest that information and that’s really tough. And it also reduces the risk after the sale. Because if they’re doing a thorough due diligence the chances of something coming back on you after are pretty small because they’ve done their homework. Brad: Yeah I totally agree with that. I actually tell my sellers all the time if they are complaining about the due diligence process I always tell them the work you’re putting in now is saving you headache later. If you’re going to go ahead and give them all the things that they need today they’re not going to be the type of buyer that’s coming back to you and saying hey man I really need you to help me with this or that I need to take advantage of these hours that we carved into the APA and train me on these different things. And I definitely have seen the transactions where they don’t ask for much and then I find out later that the buyers had to come back to the seller several times asking for things and it seems like it is a better situation to just kind of lay all the cards on the table and do the work upfront and kind of have the ability to be done with the business and kind of transition to your next thing. Mark: That’s a lot of chitchat on our part let’s go ahead and listen to the interview. Brad: Welcome to the Quiet Light Podcast. I’m your host today Brad Wayland and we are joined today by Richard Bell. Hey Richard how are you today? Richard: I’m doing great, thanks. Nice to see you. Brad: Good. Yeah. So we’ve been doing this series of podcasts on folks that have bought something from Quiet Light and now we’re kind of following up with them; seeing how things went, learning about why they bought, what they learned early on, what the challenges are and so today’s kind of one of those profiles. And this one has a really unique kind of proposition that I want to kind of get into later but we usually start off by just getting some background. We don’t do like these fancy intros. We let our guests kind of describe themselves. So Richard give the profile of what your career has looked like and tell me kind of where you’ve been. Richard: Sure, I’m happy to. I’ve done a variety of different roles which I think is one of the reasons that set me up well to do or set me up to do well with this job of running this business. I mostly worked in the high tech world with one particular company called Akamai Technologies. And within that company, I had spent time in sales roles, technical roles, product development, marketing, a lot of time in business development, and mergers and acquisitions with business development side and really partnership focused. And the roles I had after I left Akamai were very similar positions where I had a chance to really look at strategic issues, touch on a lot of different things across the whole breadth of running a business so it set me up well for the position I’m in now. Brad: Yeah that’s great. I remember; I think you had inquired on another listing that I had. I think it was a pretty small listing and we got talking about it and you gave me some background I think in the time you told me like hey I ran M&A for a big corporation for a long time and gave me some pretty staggering numbers in terms of the dollars of deals you had helped close for your business. And when I heard it I was thinking about this potential listing it was coming up for this business called Yugster which I thought was the strangest name. I was not familiar with it even though we had sold it in the past but Yugster was Yours Until Gone and it was Yugster.com. And Mark Daoust the founder of Quiet Light called me and said hey we sold this business like years and years ago and now the guy that we sold it to is interested in selling it again and asked me if I would like to take a look at it. So when you started talking and I could hear your operational background I thought this might be a good fit for you and I think I just said hey I’ve got an idea I want to kind of float to you and I feel like that’s kind of how we started it. Is that what you remember? Richard: Absolutely. I mean I started looking for a business probably six or nine months before you and I ever even touched base. Part of that was me doing homework on sort of what was out there and how to look at these businesses that were a lot smaller than the kinds of things that I’d looked at before where we’re talking sale prices in the nine figures; so very large businesses, large multiples is in stack. And so I wasn’t quite sure how to go about buying frankly a smaller business. And there’s a lot of chat out there. I mean you know that and you know there’s a lot of brokers out there who would just put a listing out for anything. So you end up learning quite a bit about what’s really there and what’s meaningful just by going through that process. And we did look at a business for another e-com site that you had posted up there and I think we had decided it was a little bit too seasonal for what we were doing. And then you threw the Yugster thing out there. I think it hadn’t even gone public and I’m like Yugster? As a marketing guy that was like just you know what that is. But yeah that’s exactly the story and so I think when I got my teeth around that one it actually made a lot of sense for me. I was kind of excited about it. Brad: Yeah. And correct me if I’m wrong but so the business model was it had been a drop shipping business I think since day one and it still had a very impressive; you’re looking at it and I’m looking at the sign and I’m thinking this looks kind of antiquated. It looks a little bit like it’s seen its better days. But when I looked at the results and we’re talking about a low eight-figure business that was on some slightly declining trends and I could just tell that the light bulb kind of went off for you about like I think I might better inject some life into this and I clearly could see that you’d be able to handle the size of a business that was from what you had done before. But what specifically about Yugster was interesting to you? Like when you first looked at it what were you thinking like this is a good fit for me because of what? Richard: Like I said I went through this process where I started talking to some different brokers about a variety of different businesses to help me get educated about what’s out there. There are a lot of businesses out there especially in the e-commerce space that are really it is an Amazon store. Somebody who is importing some private label from China and then they’re essentially listing it on Amazon and having Amazon do fulfillment and so forth. It doesn’t, and the issue I got to is that it doesn’t really leverage my skills. There is not a lot of value that you can add to some of those kinds of businesses. Maybe you get a few more distribution channels or what have you. What I saw with Yugster was really interesting to me that it was a fully operating business. Yes, it was drop ship but they had relationships with a sizable number of vendors. They had a functioning platform. They were not dependent on other marketplaces like Amazon which could be all over the place or eBay or whatever. They had their own storefront. It had been established I think in 2005 or early 2006 when it went live. So it had a long life which is really important in terms of longevity and the brand and so forth. And the other thing that I; the two other things that I really looked at and I liked about it, one was it had a core staff. There were talented people that had a good resume and seem to know what they were doing. And it also had a really solid customer base. They had a loyalty program they’ve run for many years. These were customers that had been buying from Yugster repeatedly and they had it tiered up and they were kind of passionate about the business. And these sort of strong customer base, loyal customer base that’s established, the staff is there and a technology platform that I thought I could really make a difference with because I do have a strong tech background; all of those things kind of came together for me and made me want to dive in with Yugster. Brad: Yeah that’s interesting. So of course as just kind of a layperson when I go to the site I think of it as like a daily discount kind of idea. I see like maybe a generation ago iPad or MacBook or something like that. Is it retail-focused folks like me or is it more like small businesses that are like hey we need iPads for our production floor? We don’t need the latest and greatest we need to get 10 of this. Is it a mix of those types of customers or who really is the customer that comes to this place? Richard: A really good question and it’s changed a bit. So the business model just to kind of flesh that out a little bit more for the audience it is a daily deal site. And what that mostly involves is sort of inventory end so people might have a couple hundred or something left and they just want to get rid of it. It could be there’s a lot of refurbished product out there that like you’re saying is a year or two behind and for most people you need the latest and greatest Apple MacBook Pro or is one that’s two or three years old is going to work just fine for you even the things like vacuums and what have you. And so there’s a range of products but we get them; we typically really focus on running them for a period of a few days. We sell out the inventory and then we move on to the next product and cycle through it. Our customers have; we’re historically very male. So 70, 80% male buyers; the profile would be sort of bargain hunters, people that are somewhat shopaholic shows up in the mix as well. Since we’ve moved the business over to; I took it over last year and we kind of modified the site and the product mix and we’re actually closer to 50-50 male-female at this point because we have a lot more home goods than we used to. And one of the things so your point about selling to businesses I’ve actually noticed a significant increase in the number of orders from businesses. We really used to have only a small handful but now I’ve seen things like schools. I’ve seen a school order like 20 Chrome books from us. They’re going to use them with smaller kids and they just don’t need the latest and greatest. They just need a laptop. Ipads, as you suggested, is another great example, I’ve seen a bunch of those go out for businesses that are needing it but the latest and greatest current generation isn’t required for what they’re doing. They’re doing order entry or checking people out kind of thing. Yeah but it’s definitely shifted and I think some of that is the changes that we’ve made in the site and the business as well which I think we’ll get into this. Brad: Yeah. You mentioned the staff I kind of want to jump to that. So from what I recall you’re in Washington are you in the Seattle area? Richard: I am yeah. Brad: And then this business was in Salt Lake I believe and there was a physical office there. And how many employees were in that office? Richard: There was about nine. Brad: Okay, and so what have you done with that? Have you kept that office there, did you retain that staff, what have you done in terms of changing that since you bought the business? Richard: Great question; so because of my background being in tech most of my career the majority of the people that I manage were actually remote, some as far away as China or India in different roles that I have. And so I’m very personally very comfortable running a remote staff. And so one of the things that we did is actually close that office because it wasn’t adding much in the way of value and home office everybody. So the whole organization now is based out of their own homes and we use a lot of EG Suite technologies or a lot of video meetings, audio calls, whatever, Slack to communicate and stay very, very highly interactive between us. But everybody just works from home in their jammies or sweats or whatever [inaudible 00:18:56.1] worked. So I think you asked about did we keep the staff and we kept 100% of the employees. We gave everybody a job offer as they came over because we wanted to really evaluate what they could do with different leadership and sort of reenergizing the business. And we made some with that some staffing turnover since people that pursued other opportunities or maybe weren’t the right fit for us where we were going. But I’d say about 80% of the staff is the same as what it was when I acquired the business. Brad: Yeah that’s really interesting you know at Quiet Light we run a distributed team as well and so we’ve got eight brokers in the States, we’ve got two overseas, but it is an interesting timeframe that we live in where I actually go to an office. If you see behind me my house is not behind me but I have five children at home so that can be challenging at the house. I choose to rent an office but I do think it is interesting in this day and age that remote works so well and I feel like as a general rule people are happier when they can choose where they go to work. Richard: And I will actually tell you that the last round of hiring we did was for some new buyers that we brought into the business and the ability for both of them to work from home was actually a big competitive advantage in getting them to come on board. Brad: Yeah, that’s really interesting. So we don’t really use this as like a sales pitch but as you’re sitting there talking about what you guys do; I mean our listeners, we have a lot of listeners to this podcast and a lot of them are small entrepreneurial shops, some are like PE firms and you’ve got your like solo entrepreneurs so I’m just kind of curious where do our listeners kind of fit in to the kind of product mix that you guys offer at your business? Like what are the types of things that they might be most interested in that you sell on a daily basis now? Richard: Sure. I mean I would say for that kind of audience you’re probably looking at mostly the technology and maybe some of the home goods for example. So on the tech side, we sell all kinds of computers; Windows and Macs, desktops, laptops, Chrome books, iPads, even phones. Obviously, that technology suite is something that just about every entrepreneur or business will need to some degree. If you’re somebody who’s looking for like I said the absolute latest and greatest it’s not going to be on our side and I’ll be upfront like we don’t sell the latest Mac books at all. Almost all of our tech in that sense is refurbished and you pay for what you get. I mean if you’re buying a refurbished laptop and you’re buying 300 bucks for a Mac Book it’s going to be older. But for an awful lot of people that are simply doing email that kind of thing that works just fine. And we also have a range where we go from let’s say a Mac Book at 300 all the way up for a Mac Book at 1,200. So you get to choose sort of what level you want and what you really need. But there are generally some pretty good bargain prices in terms of the type of technology and look that people are after. On good side, I mean coffee bar if you’ve got a home office everybody needs coffee. You can’t function without it. So one of our vendors; an awesome vendor is the exclusive factory refurbished provider for Ninja products. Ninja makes some incredible home appliances. There was this great little ninja coffee bar that’s sort of a single serving fresh ground coffee maker and they sell like crazy. People love them. And so yeah I think there are some tech products and some home products that would be a good fit for any business person. Brad: Yeah that’s great. I want to get into some of the changes that you’ve made but one thing I want to kind of back up to that kind of struck me and not something I’ve seen that often was your deal structure. I remember talking to you and kind of floating you the price and you said yeah I’m a cash buyer so we can leverage that; no problem. And then when we got to LOI and you called me and said hey I think I’m going to utilize some SBA on this and I’m going to put down way more than what they’ll require but I’ve got an SBA lender that I want to tap into. I just kind of like for you to explain to our listeners kind of as much as you’re willing to share about that process what you’re thinking was and like basically how you kind of navigated that SBA process? Richard: Yeah actually that’s a really good question because I guess it is a little bit unique. I did have the cash going in to pay 100% of it down, the issue for me really was just in one-word flexibility; being able to conserve my capital, put down enough to be meaningful so the SBA approval process was a no brainer. But not be running really tight on sort of the amount of down payment I did but keeping and a good chunk of reserve capital because there’s always been sort of a possibility that I might acquire other businesses that I would add on to this as well and you want to have that flexibility in place. And I also wanted to make sure that once I had acquired the business I didn’t want to have to use all the capital for the acquisition. Obviously, you need operating capital and you would build that into any plan. But I also wanted to be in a situation where I had enough investment capital inside the business that I could invest in the company and make the changes that I wanted. And so when I looked at the overall sort of combination of things it made a lot of sense to sort of mix us up a little bit and take; I would have to look at the paperwork again but I think we did something like 40% down cash and 60% finance. And what that essentially did for me is mean that within the business I had a good chunk of capital available to pay for all the technology changes and enhancements that I wanted to make to move the business forward because we knew we would need to do that going. Brad: Yeah I found it very interesting; so SBA we have just a massive number of people reaching out to us looking for SBA eligible businesses and wanting to talk to us about it. And I will say that one of the common pitfalls that I think that our buyers kind of find themselves in is trying to maximize the SBA situation for themselves. So a person thinks okay on the high-level point an SBA loan can be a 10% down kind of situation. That’s in the absolute most ideal scenario would be a 10% down. So someone has $250,000 in capital that they can put down on a business and so their mind immediately goes to okay then I’ll buy a 2 ½ million dollar business. And what I’ve kind of found over time doing these SBA deals is that those end up being a tough deal. If anything goes even remotely wrong then now all of a sudden the deal is falling apart; maybe the valuation doesn’t come back high enough, maybe there’s more inventory than was expected and SBA can’t cover the inventory. So actually you were the first person that I’ve had to do that and I’ve had a couple of people do it since but you’re the first person that came and said hey I can pay cash but I’m going to go ahead and use SBA. And honestly, I think SBA has a lot of advantages and a lot of disadvantages. The advantages are from a broker standpoint it really opens up our buying pool. We can offer something as an SBA. We really open up the number of buyers that can come in. But for the seller, SBA can be a grind to get through especially in these situations where people are putting down the minimum amount. I think with what you did was interesting because I never got a single phone call from the SBA lender in your deal. I never heard anything about it. You kept me updated on kind of where things are going and that is not typical for what we do with at Quiet Light. A lot of times we’re introducing them to an SBA lender and then we’re getting the play by play and we’re delivering information back to the sellers about what’s going on. In your case you said I’m going to use SBA. I thought you put down 50%; maybe you put down 40% I can’t remember, but you put down a big chunk and just said I want the flexibility and I think that really proved to show just a really wise move on your part from a business decision and it didn’t hold us up at all. We literally got that thing closed right on time where we were expecting in terms of timing at least the way that I’d kind of set the expectations for our seller. Richard: I would just add to that Brad. I think the advice I’d give anyone considering buying a business is get your house in order. One of the reasons the SBA process on our side went smoothly was because our finances and sort of our credit rating; everything was cleaned up so that there was nothing weird on our credit reports. It was all sort of looking pretty and accounts that needed to be closed or resolved were done. So when the bank looked at things; they look at your credit report, they look at your house, they look at your mortgage, your payment histories you want to be able to give them a very clean robust picture and be able to give it to them boom here it is. And then we also had a very clear picture of the financials and what we were going to do with the business. We gave them a 30-page business plan that essentially laid out here’s the financials, here’s what we’re going to invest in, here’s the changes we’re going to make, here’s the timeline, here’s the results and they were conservative. They weren’t sort of wild willy-nilly captain. And so between getting our own personal numbers kind of cleaned up; and this is everything just from credit numbers to even just having a nice clean resume. I mean you’re applying to SBA and they want to see your business history and what you’ve done. So you can’t take the resume that you use for your job five years ago and just slap it down. It’s got to show the bank that you know how to run a business. And so there’s a lot of little things that you can do to get ready and so we had those in place before you and I even got into this acquisition process. The other comment I would add about doing the sort of 10% down, I mean we could have gotten approved on a bigger deal at 10% down. I would never have done it in a million years. And part of this maybe comes from my M&A experience which is obviously a lot larger kind of mix. But one thing I learned is that no matter how good you are at diligence, no matter what you know about this particular industry, any business you have is going to have some surprises and it’s going to have some ups and downs. And so one of the problems I see with people that would be doing sort of this 10% in sort of right on the bleeding edge you’re not going to have enough capital to be really flexible. You’re going to struggle with investments and here’s, and this is maybe not something that people don’t really think about that much but buying a business is stressful. You’re running a new business. You’re investing. This is potentially your whole income, your life, what you’re doing, a good chunk of your personal assets are going to get tied up and it’s stressful even if you have tons of money to play with. Putting yourself right on the edge where your finances are squeezed that tight where you’re doing 10% down and that’s everything that you’ve got it just adds to the stress level in a way that’s not good for running the business. It’s not good for you personally on a health basis. So I think if I can look back at it and say what’s my advice to people to get through an acquisition process using SBA prepare; good credit cleaned up, get all your documentation in order, get your resume pretty and all that stuff but don’t squeeze yourself so tight that you don’t have flexibility, you don’t have capital to invest, you’re going to panic if you have any ups and downs. It’s not worth it. That’s too much stress when you really want to be thinking clearly, being able to make smart decisions with some perspective on it. You for sure know this Brad it’s really hard to make perspective when you’re tight on the finances and you’re panicking. So all those things factored in sort of where I went to. But I would definitely encourage people to make sure they’ve got enough of a cushion and flexibility to run their business confidently. Brad: Now I totally share your thoughts on that. And in my operating days that is really exactly how we tried to run the business. If you don’t have a good amount of cash on hand it just makes something that’s already difficult to do running a business that much more difficult and puts additional strain on you whenever you get some of those unknown kinds of problems that come up. One of the things I remember about you; I actually don’t refer to you by name I tell people one time I sold a business to this M&A guy that had done a lot of corporate deals and let me tell you something if you think that diligence folder that you saw today is involved I should show you his because I remember it was a thorough deck of information. You had that thing all laid out perfectly. It was like okay one of the things I think I learned there is the pros have seen everything. So when you laid out that diligence folder and I saw it I was like it was organized, it was great, there was nothing wrong with but it was lot. It was a lot of information. You’re very thorough, very detailed, and it kind of makes sense to me that it’s gone well for you doing this business. Okay, I want to get into; so I was thinking about doing some podcast episodes and I think I emailed you maybe a month ago and said hey I went to a Yugster and there’s no more Yugster. So talk about the rebrand and then let’s talk about some other changes that you made. Richard: Yugster had a cult following behind it. And cult followings are great. There’s a lot of loyalty that goes into that. But it was not a brand that was going to work well to sort of reach out to a larger audience. And so we, the team; I got the leadership team that was in place one of the first things we did was restructure internally to kind of give them really clean roles and responsibilities in purchasing and marketing because it had all been sort of blurred before. And what we then took off and did is really sit down and think about the kinds of changes we wanted to make in the business. The brand was a big piece of it. And we did really dig in on the idea of keeping the extra brand but we also knew that we needed to give it a refresh, improve the look and feel of the website, and sort of get it to a healthier sort of message and make it more attractive to people. In the end, when we kind of dug through it Yugster as a brand itself wasn’t going to scale for us. It wasn’t going to bring in a larger audience that we were sort of now starting to pursue and chase. So we spent some time doing; figure out what brands you want to work with, see what domain names are out there. We knew we wanted a dot com. We also knew that we wanted to keep a little synergy with the Yugster. We didn’t want to go too far away from it and so as you mentioned, in the beginning, Yugster had become Yours Until Gone and YUG would show up throughout the branding of the site. The loyalty program was called YUG points. There was a lot of YUG that showed up. And so we figured if we kept the Until Gone piece of it that would be a nice connection. And so it turned out that that brand or that domain was actually available for purchase. This is where we made some of our capital investment; it was actually buying that domain name. And it’s worked out great. I would say that the marketing team did; it could be a case study frankly in the rebranding going from Yugster to Until Gone. I won’t say everything was perfect but it was as good as I’ve ever seen it done. And what the team put together and it was fantastic. We had a few customers that didn’t make it over but the vast majority did. And we went live with the new Until Gone site which we can talk about some of the software stuff we did here in a second on September 1st. And I can tell you, Brad, if I showed you the detailed financials you’ll see them start to grow through December and then there’s this inflection point September 1st where they just kicked up and you start seeing this nice steady growth curve. And I think a lot of it had to do with we made changes over the summer to the Yugster’s site to clean it up, make it a little bit more polished, but there’s only so much that we were able to do. Once we went to the new site which was a completely revamped look and feel and brand I think it; for all the customers that we were bringing in, it just gave them confidence. That look and feel was a lot more professional; a lot more polished than the old site had been. And while we lost some of the cult kinkiness that was tied in with Yugster I think the more professional side appealed to a much larger group who were more willing to buy and make purchases through the site. And that’s why we see the growth and that’s continued to accelerate as we came into 2019. Brad: Yeah when I saw it actually; so I was kind of going through my list of deals and I’ve closed 20 deals at Quiet Light since I’ve been here and so I was kind of just looking at it and trying to think about what would be good podcast episodes. So I’d gone through 14 of them or so when I hit Yugster and as soon as I hit it and I went to the site I was like I know there’s a story here because I mean it looks fantastic. I remembered what the old site looked like. I see what the new one looks like. It’s like I could totally get that you were very thoughtful about how you approached it and how you kind of kept that Until Gone. I think that was really smart. So I totally could see the thought process from a marketer’s standpoint of what you were doing and it seems to me like it did go really well just from an optics standpoint on my part. So it doesn’t surprise me that your trends are good. We’re getting somewhat short on time let’s get into the software a little bit. I want to know what kinds of changes you’ve made to the stack and just kind of go wherever you want with that but I kind of want to know what you’ve been doing there? Richard: You know we can make a podcast about that in and of itself. There were some really interesting lessons learned I guess but I’ll try to keep it focused for the group because not everyone’s a techie. But basically, we have replaced 100% of the stack at this point. The original plan had been to upgrade the existing stack and put a new front end on it the new Until Gone front end basically and then do a bunch of workarounds creating APIs. And what APIs are for anyone who’s not familiar with it they are programmatic interfaces that allow third parties to engage with your site. And so, for example, we wanted our vendors, our partners who were doing shipping to be able to work with us via API rather than exchanging text file CSVs for example. And the reason for that is just sort of accuracy, the time to market, and so forth. And there were lots of opportunities to do that to help our vendor and ourselves frankly work better together. Once we got into the details and we started looking at the Until Gone site design and what we wanted to do it would have required too many changes to the existing platform that would have left behind, in all honesty, a lot of stuff that we still needed to change. And so I think we closed the deal the first week of May last year; May 7th, 2018, by the end of June we had made the decision to do a full stack replacement top to bottom. And so we sourced a company actually here in Seattle to do a new website front end design and to then actually do the implementation on Shopify. We’re on Shopify plus because we’re large enough that we need to be on the bigger platform with the capabilities that they give us. And then that meant that we had to build a new back end because with the number of vendors we work with, with the way we work, with the flexibility we wanted to do it would not have been possible for us to just rely on Shopify. Now that won’t be the case for a lot of e-commerce vendors but we operate more like a marketplace and we need to process a lot of purchase orders out to our vendors and take products in and not every product goes on-site and so forth. So we had to have control over that back end and so essentially we built out a completely new platform stack that operates; there’s an admin portal, there was a huge amount of infrastructure for integrating with Shopify and providing all the APIs that we essentially built out. And what we’ve done since then is build some custom APIs. We’ve integrated with ShipStation which is a shipping management tool that a lot of our vendors utilize. We’ve integrated with ChannelAdvisor. We’ve integrated with a great company called Quitch just similar to ChannelAdvisor but a little bit more technology-focused. We’re finalizing an integration with Celera Cloud which is another one of these integrator platforms that a lot of vendors and suppliers utilize. And so that’s given us just a huge amount of flexibility because it was sort of getting rid of a lot of the deadwood that had existed previously. We’ve been able to do things that we weren’t able to do previously and really take advantage of technology to reach our customers better. And so some examples of that we actually built a little ad engine so that we could serve our own products as ads to our customers and notification emails. We’ve done things with targeting where we’ve essentially built kind of a; think of it as a mini CRM, customer relationship management platform where the marketing emails that we send to them are fully targeted to their interests, their likes, what they prefer. Each of these changes as we’ve gone into the stack had given us sort of an incremental growth and helped us improve that curve, show better metrics, and have better control. It’s also allowed us to really tightly integrate with our vendors and we continue to invest in it. We have some new capabilities coming out this week frankly that we want to get in place before Q4 that will allow us to do some things that will really improve our shipping and our customer service related to that because that’s always a big issue with customers. So I’m happy to get into more it detailed Brad but I don’t want to take up the time just talking about coding and Google Cloud and what we did. That’s not our focus here. Brad: No, I think you hit some great highlights there and actually it’s been interesting to watch Shopify and it’s kind of dominance really in the kind of hosted stores platform. I think WordPress as a CMS is now like 35% of the world’s websites and I can tell you from my perspective of operating for many years and kind of coming from that custom website world where we built everything from scratch because it gave us more flexibility and then seeing the kind of out of the box solutions come on the scene and then seeing Shopify and Volusion and WiX and these other players come on the scene. But it really seems like Shopify has asserted some dominance in the space at this point or just I mean there’s entire; I’ll be speaking at an event in San Diego next month and at that event, it’s Shopify sellers. I’m going on a podcast in two weeks. It’s just Shopify folks that work with Shopify every day. And we find a lot of our sellers now when they have high margin products are really utilizing the Facebook Pixel for marketing and for some reason Shopify plus the Facebook Pixel is just the combo that everyone wants to use. It’s just Shopify is just kind of become this I think of it became kind of like WordPress for the CMS. I feel like Shopify is kind of becoming the e-commerce shopping cart or store hosted platform for the e-com side. Did you have any struggle with choosing to go with Shopify? Was that a tough decision for you? Richard: No, not really I mean I think we really looked at Shopify and BigCommerce. They’re really the sort of two that we were down to at that point. We did look at Magento which is both a platform that you can just open source and build your own but they also have a hosted option. That was much more complicated and had a tech stack that we weren’t sure we really wanted to work with. So it really came down to Shopify versus BigCommerce. And honestly, it was a combination of the partner we ended up wanting to work with was more comfortable with Shopify. And we also looked at Shopify and felt like you were saying given their market share and their size it was a good fit and I think it made sense to do that. I will say I came from a platform world so I’m very comfortable with using these kinds of platforms and I will say there are tradeoffs. There are huge positives; as an example of a positive, when I wanted to implement Apple Pay on the site and our payment processor already supported it. So I did all the things I needed to do with Apple, I hooked it up with my payment processor, went into Shopify, one checkmark and it’s live and ready to go. The Facebook Pixel is another one. You configure the Facebook stuff in Shopify, it’s done like that. Google Analytics is the same thing and so there’s a lot of functionality that’s built into the platform that you don’t have to customize; that you don’t have to tweak but you can still change things like your notification emails to make them personalized for your look and feel. So I think there are some really great things there in working with a platform. The flip side there is some loss of control. You don’t have necessarily quite the same flexibility. There was a feature we were talking about the other day in my management team’s meeting. The reality was if it was on our platform we could do it in a minute. It’s just on Shopify it’s going to be difficult to get it live and implemented not because of anything I say it would be a real flaw with Shopify but just because when someone else is running a platform there’s sort of some constraints that you get into it. But I’m comfortable with the Shopify decision. I think I’d make the same one again. I think given their size, given the number of big brands that are using them now it’s a good solid fit. So yeah I would go there again. Brad: Okay. And one of the things I kind of wanted to at least ask was the biggest challenge; what’s been the biggest unforeseen kind of thing that you have had to tackle at least that you’re comfortable sharing? Richard: Sure. I mean there are always surprises in acquiring any business and challenges are going to come up. You end up having to do more of something than you expected and so forth and it kind of throws you. I would say in this case I was actually; probably the biggest challenge was the technology side. Not because it was inherently a bad decision or difficult to rebuild the platform and do what we did; it was absolutely the right decision. I guess the point I would make is we weren’t expecting to make that decision for 12 months. It was kind of something we were looking at as a 2019 project and it ended up being a 2018 project. And so what I had actually hoped to do was use the existing platform and like I said give it a facelift; redo the front end, make it into Until Gone but rely on the same core operational platform and just maybe do a few extensions. And it didn’t end up being possible to get where I knew that we needed to be. From a marketing; branding capability perspective we had to make the changes. And so basically from July through the end of September, it was heads down coding. I wrote more code in those two months than I think I had in the previous 10, 20 years. Brad: Wow. Richard: My career has not been as a coder I’ve been in sort of management but we had to build a completely new platform from scratch and so it was a lot of stuff that we were putting together to make it work. And that continued through Q4 and even into this year as we add new features. And like I said earlier now we’re at a point where we’re really adding some really unique distinctive capabilities. We’ve even thought about spinning out some businesses to take the stuff that we’ve built and Shopify has this huge app ecosystem; apps that you can plug into Shopify and extend its core capabilities. A lot of what we’ve now built are things that are unique and not available within that ecosystem and so we think there are some opportunities just to extend that and make that sort of additional part of the business. But I would say that was my number one sort of challenge or I guess surprise and sort of what we did. And at times it’s taken me away from running the business in a way that I wanted to. But I think it’s ended up like I said being in a good place at this point. Brad: And it’s really interesting and I do think the Shopify kind of app marketplace is pretty vibrant. We had a lead come through a couple of weeks ago that we were discussing among the team, it was a collection of some apps and I think it was bringing in about $80,000 a month and recurring revenue from a group that had built several apps in the space. So I do think that there’s a pretty large market there to tap into. Well, I really want to thank you for coming on the show today. It’s really helpful to our audience. I hope it ends up being helpful to you. People reach out to me all the time when I’m on these podcasts so I hope that you get to make some good connections from coming on and giving us some of your time. Do you have any parting pieces of advice for those looking to buy or sell an online-based business? Richard: I guess since I haven’t sold a business of this size I’ll maybe not give advice on that just yet but as a buyer, I would say don’t sit on the fence. It’s one of the best things you can possibly do. Get out of your corporate life. Find a broker that you trust, that you like, that you can build a relationship with and tell them what you’re looking for. Don’t make stuff up or blow smoke or try to sound bigger than you are. Be honest with them. Tell the broker what you’re looking for, what your strengths are, what kind of things would keep you engaged and challenged so that they have a good idea because their job is to connect you. So if you don’t give them the honest picture they can’t help you. But don’t hesitate. Owning your own business, running your own destiny I think is something that’s just fantastic. It’s challenging. It can be scary at times but if you’re thinking about it go for it. And I’ve definitely liked working with Brad. He was always a straight shooter and honest and I’m not saying this just because you’re on. I’d say this to anybody but finding a broker that is a straight shooter that’s honest and upfront that makes it easy; that’s huge. And I loved working with Quiet Light and Brad and I would definitely do it again if I had another business to go after. Brad: I appreciate that and honestly, you were one of the easiest buyers that I’ve ever worked with. I mean you brought all this experience to the table and honestly that is what we do, we’re matching people up a lot of times. That’s the game that we’re playing and we may or may not be helpful in the other aspects of it but really to do well as a business adviser in Quiet Light we really need to be able to listen to what people are telling us they want and then pair that up with things that we have that are for sale. And I don’t know that I’d take a whole lot of credit for it but I do think that you were the perfect person to take over this business and I’m really glad to hear that it’s going really well for you and I hope that you continue to have success in the future. Richard: Thank you, Brad. I think it was a good fit and I hope the improvement we’re seeing continues. It’s a great course we’re on and I appreciate your help making this connection happen. Brad: Thanks a lot for coming on today Richard. We really appreciate it. For the listeners, we will see you the next time. Thank you. Links and Resources: Richard’s Business

One of the most difficult aspects of selling a business is getting the timing right. Beyond the valuation aspect there are also personal considerations. In another incredible exit story, today we meet an entrepreneur who has had an amazing road to success. The story of her business and the timeline of her success in the Amazon space is truly remarkable considering where she started less than 20 years ago. Leigh Huynh’s family came from Vietnam with $200 to their name nineteen years ago. Learning from her family’s determination, Leigh started to build a life and an understanding of what was needed to build a business. She started in the Amazon space and found success in beauty and skincare products. Leigh’s initial sale listing did not make sense for her timewise but she came back 15 months later, listed for more, and sold for more than the initial listing. This episode is a reminder to sellers that they need to plan to sell their business rather than decide to sell their business. Leigh’s story also brings the human aspect to the deal and serves as a reminder that there are many considerations behind each transaction. Episode Highlights: The entrepreneurial journey of Leigh’s business and how she learned to build and sell on Amazon. The categories she chose to go into on Amazon and why. Leigh’s initial launch investment. How many skus she had to go through to get it right. The investment loss on the first skus and how one product became the home run. The process that led up to selling the business. Reasons why the timing on the original listing was not right. Any moments when the transaction process was difficult. Transition times for the hand off. Leigh’s plans for the future. Wisdom Leigh shares with young female immigrant entrepreneurs. Transcription: Mark: One of the most difficult things Joe, as you know when you’re trying to sell a business, is getting the timing right. I mean first there is the valuation consideration; you have to get the right timing if you want to maximize the value of your business. And then on top of that, there’s also the personal considerations as well, right? Sometimes just personally where you are in life isn’t the best time to be trying to sell a business because it’s a lot of work. And I know that you had Leigh on who’s got an amazing back story. It absolutely makes one of these entrepreneurial success stories that we look at and just kind of think wow like that person is amazing. And woven into this story is a story of also just timing the sale of her business and you have the opportunity and really the honor to be able to work with this really amazing woman. Joe: Yeah, I think you use the right word there; it was an honor, to be honest with you. I mean this is the American dream story, right? Leigh came over at the age of 15 from Vietnam. Her mother came with three kids and $200 to her name. They came from a small village in Vietnam. Leigh didn’t speak any English at all. And 19 years later; that’s aging Leigh, right? She’s 34; she looks like she’s 20. She sells a business for a high six figures; pretty impressive. An amazing story. She’s just a hard worker entrepreneur. We had the business listed in early 2018 and as you said timing, stress, family, baby, it just didn’t make sense after she got it listed and she said Joe I just can’t do this right now can we pull the listing? And of course, I said absolutely it’s your business, it’s what we do at Quiet Light. We’re always working in our client’s best interest. And you and I ran into her down at Brand Builder Summit down in Austin. We got to see her when she was pregnant with her second baby and she came back and 15 months after we initially listed it we listed it for I think a quarter of a million dollars more. Got it out there, things were more streamlined; things were more efficient in the manufacturing process. We had a multiple offer situation and sold it very quickly to a great buyer as well. Mark: Now I love this story because there are so many different layers to it. I mean one there’s just the transactional to it. And I know I was speaking with somebody who is going to be coming on board as a Quiet Light client recently and we were talking about his goals and immediately where do people go when we talk about their goals? They immediately go to the money side and I tried to explain to him let’s talk about some of the other goals that I know that you have, right? Let’s start to unearth some of these because when you get into the process these become really, really real and really start to surface as you’re going through the step of selling process so it’s important. And an important reminder both on the buy-side and on the sell-side that yes what we do ultimately comes down to a transaction with value and money being exchanged for a valuable asset but there are a lot of other considerations to always be looking at but the other; I mean look let’s not mince any words about this, the hero of the story, the real amazing thing about the story is the human aspect of her background and her story. So I’m really excited to listen to this because I love digging past the transaction and seeing some of the amazing people that we get to work with both on the buy-side and the sell-side. Joe: That’s exactly what this is. It’s an amazing story. She’s an amazing person. A great buyer came. It’s just kind of a perfect fit and I’m excited to hear her journey in the next several years. I’m sure we’ll stay in touch and I think everyone should listen to this one right through to the very end. Joe: Hey folks, it’s Joe Valley here at Quiet Light Brokerage and this is another episode of The Quiet Light Podcast. Today we’ve got another of the Incredible Exit stories to share with you. We have Leigh Huynh on the podcast with me today. Leigh, welcome. Leigh: Hi, Joe. Thanks for having me. Joe: I’m so glad you’re here. You and I have known each other now for; it’s going on two years almost I would say, we should go back to the original time that we started chatting. Leigh: Yeah, I mean a couple of years ago. Joe: Yeah. So let’s talk about that full story. I want people to get to know you a little bit in your story as an immigrant to the United States when you came in and then your entrepreneurial venture as well. Why don’t you tell people a little bit about yourself just the background of who you are and then we’ll dig into the questions? Leigh: Alright. So I was born and raised in Vietnam; a very small town. I came here when I was about 15 with my mom and my family. So we came here. I was just talking to my mom the other day like hey mom do you remember how much money we had when we came? She’s like maybe 200 US dollars. And so we got sponsored by Jewish people and I was getting on [inaudible 00:06:11.2] and some supplement or something like that at that time to help with rent in the house and all of that. And my mom is working with them 6 months my camera away naturally. And then we got off that program and I was in school so I kind of understand money at a very early age. Yeah, my mom has a store; a brick and mortar store, so every day after school or before school we are always at the store helping with the customer, buying product, we sell them, dealing with supply, and all of that. So I guess my entrepreneurship kinds of starts at a very early age; 10 or 12. Joe: Amazing. And when you came to this country Leigh if I recall our conversations you didn’t speak any English at all at the time is that right? Leigh: No, no English. We came from a very small town so we never really travel anywhere out like one hour. Joe: So listen I came from a small town in Maine and small in that in that regard was 10,000 people. What are we talking about in terms of a small village in Vietnam? How many people were there? Leigh: I don’t know the amount because it’s [inaudible 00:07:26.6] so much now. But I would not; like everybody would know anybody and when I was growing up there’s no electricity, no TV, our room was leaking and I remember we’re having dinner and we have to move our dinner table because the roof was leaking. Joe: Wow. Leigh: Yeah. So like the whole neighborhood, there’s only one person that have a TV. Joe: In the whole neighborhood only one person had television, no electricity. You came here with less than 200 US dollars when you were 15 years old. You didn’t speak any English. And just to cap it off we just closed a transaction in the high seven-figure range; high six-figure range. I always get that wrong people sorry about that but the high six-figure range. More money than your mother probably could ever have dreamed of. And she must be so incredibly proud of not only the risks that she took and proud of herself for coming here and starting a new life but wanting to give a better life to you and your siblings and she must be very, very pleased that she’s accomplished that. Leigh: Yeah, definitely. I just told her and she was really, really happy and shocked. Joe: You’re married to someone that’s also got quite a journey. Can you talk briefly about Tai and what it took for him to get to this country? Leigh: I think Tai’s family had more of a tougher life than us. He tried to escape Vietnam and there are many try. And then the last time that they tried they walked all the way from Vietnam to Cambodia to Thailand and they stayed in a refugee camp for 7 years. So they didn’t have any education from he was 5 until he was 12. And then they got sent back to Vietnam and he had to go to school. So when in school he didn’t know how to read a part [inaudible 00:09:27.7] you’re so dumb like you don’t know how to tell time. But because he was lacking up that whole period of time; lack of education then he came here with his family and worked so hard and became like an engineer. Joe: It’s incredible. I’ve met Tai folks. I’ve talked to him. He’s impressive, obviously leads accomplished a tremendous amount in a short period of time where the most people dream of in a lifetime; incredible, incredible stories of overcoming adversity and living the American dream. Well, let’s talk about your entrepreneurial journey a little bit in terms of the Amazon world because that’s the business that you just sold. It was the vast majority of the revenue produced from the true brands that were inside of the business you created were Amazon. What programs, what mentors, what podcasts did you focus in on to learn if any how to build your Amazon brands? Leigh: So back in 2014 Tai and I was following Robert Kiyosaki; rich dad and poor dad stand in an interview with Matt and Jason on how to sell on Amazon. I don’t think I saw the interview but I did in one of the emails and then I was just looking up and do wow that is pretty cool and pretty interesting well I can really do that. And so I found Ryan Daniel Moran on YouTube about how to sell on Amazon and then I was like okay I’m going to sign up for it. And I just kind of did that without thinking very deeply about it. And then Tai came home from work and I said hey I signed up for a course to sell off on Amazon. And he’s like you did? And I said yeah I mean it. Wow. Okay but don’t quit. And that’s how I got started. Joe: And you didn’t quit. For those that don’t know who Matt and Jason are that you’re referring to it’s the Amazing Seller Machine; some folks out of Austin that have done some tremendous things there as well. Ryan Daniel Moran is also out of Austin, the same area. Austin is a mecca for e-commerce and Amazon for sure. I’ve been involved with a lot of people that have done very well by going through the Amazing Seller Machine courses early on. But no matter what there are a lot of people that failed and succeed so full credit without a doubt goes to you Leigh and Tai saying great; congratulations that’s great don’t quit because you’ve had some trials and tribulations along the way. What year was that you said it was 2014? So 5 years later is when you finally sold the business. Leigh: Yeah. Joe: Yeah. So let’s talk about the categories. I don’t want to name the brands in this but the first category that you chose to go into in terms of the brand that you launched on Amazon first what was it? Leigh: Oh, it’s skincare. Joe: Skincare. And did you have any background or experience in working for skincare companies and developing skincare products? Leigh: Yeah a little bit because when I was in school in college I had a job. I’m a manicurist and then aesthetician. So I was always working doing that during part-time for school and after college, I kind of did that full time for about a year or two. But I was putting so many hours; about 70 to 80 hours a week into work and it’s got really tiring so I learned a little bit. I know some customers and I know what they need. Joe: Mm-hmm. And how did you go about doing the research and finding products and formulating things of that nature? Leigh: They kind of teach you in the course like you search for private label products and then go do it in the research and then I was able to kind of test on my customer at that time. Joe: Okay good. Then what type of; if you think back and I know we’re digging deep into your memory here, do you remember what kind of dollar investment you initially made in terms of launching that first brand and product on Amazon? Leigh: I put everything that I had from my job into the business; all of the money that I was making; everything. We did a lot of launchings and re-launching and labels; everything. Joe: Were you successful out of a gate on the first SKU that you developed? Leigh: Not quite. Yeah, I think it’s only until the third SKU that we’re actually making some money. Joe: On the third one, so the first two failed. How much money do you think you lost? I guess we’ll say it was lost even though there was a great gain in knowledge. How much did you invest on those first two SKUs before you had some success on the third one? Leigh: Maybe about 10 to 15,000. Joe: Oh goodness. Wow. Leigh: Yeah. Joe: And did you lose that 10 to 15 or you invested 10 to 15 and you just broke even and loss a little bit? Leigh: We invested in and then we keep it; well we still keep the product because it’s still selling. It’s just not like a home run. Joe: Okay. So the third one was a bit more of a home run if you will? Leigh: I actually put more time in it and I actually formulated a formula; as in I put my heart and soul into it so I guess it turned out great. [inaudible 00:14:45.0], it’s unique and it’s a very good product. Joe: And then you expanded to additional SKUs from there and at one point, and this was less than a year prior to us talking two years ago you decided to add another brand in a different category. And you did it under the same seller account which so to the folks listening now that’s okay as long as you’re selling off both brands. It’s not necessarily okay if you hope to sell off one brand. It just makes it more challenging because people want the transfer of that seller account to go with the sale. With that second brand that you started, you had done some things that didn’t make it as transferable and that was using a lot of local suppliers in the San Francisco area at the time. Let’s jump to what we learned in terms of that process, building up to listing the business because folks we’re in September of 2019 and that’s for the folks that are listening to this five years from now we just closed the transaction in late August of 2019. But Leigh and I originally listed the business for sale back in January of 2018, right? We listed it and then pulled it and then listed it again and we’ll get into why in just a minute. But some of the challenges on that second brand that made it tougher to sell were that it wasn’t automated, right? You didn’t have things in place to automate it so that somebody in Boise Idaho couldn’t buy it because the result a lot of local suppliers and vendors. And you ran around the city and around the market’s areas to pick up these products and package it and do things of that nature. And that made it partly difficult to sell when we initially talked about this listing it and did list it in early 2018. Most people at the time if you remember they were interested in the skincare line that even though the second brand was growing faster they were interested in the skincare line because of the automation and the recurring nature of it. I think that we had it listed for about three weeks and you called me up and you said Joe I just can’t do it. I don’t want to sell the business right now. Do you remember that conversation? Leigh: Yeah. Joe: Can you talk to me about why? What led to you moving forward with listing the business and then and then saying oh wait no I don’t think I’m ready; what was going on in your life and in your mind at that time to make you ultimately make the right decision? I think it was a good decision for you. You ended up selling the business for almost twice as much. So it kind of worked out pretty well but what was in your mind at that time? Leigh: I think the reason I wanted the sell the business was because I had a brand new baby at time. And we’re just doing too much at that time and I wasn’t able to streamline the business. And we have the business listing and going through the financials and the process of the business and I just streamlined that you know what this is it not ready even if I turn over a new business owner will be just; it’s just too much for them to even handle. I need to get my thing in order first and continue to grow it a little bit further. Joe: And we did just that. We had people that were interested. We had plenty of calls and offers that were just about to come in and you made a decision that again I supported and I think it was the right one for you. You were emotionally tired. You had a baby. You were ready to move on so we moved on but I think we both knew that it was challenging. There were certain components of it that made it harder to transfer. It wasn’t automated. And the buyers were telling us that they liked one brand but not necessarily the other and can I buy just that one brand which was the skincare line. Fast forward; that’s six months maybe, right? We ran into each other in Austin at Ryan’s event down there. You were pregnant with another baby so you had another one on the way. Were you pregnant when you made the decision to pull the listing? Did you know what was coming or that hadn’t happened yet? Leigh: No, that hadn’t happened yet. Joe: It hadn’t happened yet. For people that are over on our YouTube channel and actually watching this when you see Leigh speak and can tell she appears to be very young. She’s in her; I want to…can I age you? Can I say you’re…? I think you’re in your early 30’s, right? Leigh: I’m 34. Joe: 34, alright. So she could. So I’m down in Austin at Brand; what was Ryan’s program? Something summit? Leigh: Brand Builder. Joe: Brand Builder Summit. Yeah. And I see Leigh in the lobby and I swear people she looks like a teenage bride; I’m sorry a teenage mom because you were four or five to six months pregnant, you were showing and you’re very young. Now that’s your heritage as we’ve talked about as well but you also use your own products which is what you sell. Leigh: Yeah. Joe: But it was great to connect and learn more about your story and how you learned from Ryan’s program and course in some of the folks there. And we continued to talk and you continued to do the right thing which was respond to that second brand and streamline it with an eventual plan to exit. You learned a lot. You went into it going okay I’m done, I’m emotionally ready, I got to move on and then learned that maybe as an entrepreneur you want to plan to sell your business instead of decide to sell your business. And so you decided then I’m going to do some more planning. You streamlined it and we came out in late spring; very late spring of 2019 with a listing. Multiple parties were interested. We ended up with multiple offers and full price offers from SBA buyers. You had your tax returns in order. We ended up going with a cash buyer that was a very, very strong cash buyer that we accepted a tiny discount because it was cash. These particular buyers loved you first and foremost, and people when you are looking at the four pillars of a sellable business those being risk growth transferability and documentation there’s an invisible that’s one and that’s the person behind the business. Leigh was very, very likable and connected very well with both parties involved. There is one gentleman that is the money behind it and then he’s got a woman that runs everything for him. And you just connected with them very well. So I commend you for that. And then we went through due diligence. Were there any times in due diligence where they’re going through the financial verification process where it was difficult or stressful or it took turns that you didn’t think it would take or do you feel like everything went okay? Leigh: Everything went out great. I think because we picked the right buyer and they have done the process before. So it was just very smooth. It was a very easy transaction. We put everything in a folder like you created. I think you [inaudible 00:21:59.6] everything so we just put everything in one shared folder and they are able to find everything and they actually didn’t ask for anything else. Everything was there. Joe: We talked about it at length. It’s kind of funny. We picked the right buyer. There are multiple buyers. The others have been great as well but this one had a tremendous amount of experience in the Amazon space building a portfolio. There were times where they were so laid back. You and I were thinking, right? Leigh: I know. Joe: Okay, are we signing this as an asset purchase? Are we closing on Monday? But it worked out great. How has it been now two to three weeks out in terms of transition? Have you needed to spend much time with them in terms of them taking over the day to day operations of the business? Leigh: Not really. So it’s been only three weeks and I think we only used three hours. Joe: Three hours. Okay, that’s pretty impressive. Typically, folks, I think the language is pretty standard it’s up to 40 hours over the first 90 days after closing and that’s part of the purchase price and it changes depending upon the complexity of the business and the experience of the buyer. These folks are obviously very experienced. So good, we’re done, it moved on. Are you talking with your mom about how you came to this country with less than $200 as a family and now Tai is an engineer doing incredibly well and you’ve with him invested in real estate, started an e-commerce business, sold it in high six-figure range. What’s next for you? Are you going to take some time off? Are you going to plan out your next adventure? What are your plans for the future? Leigh: I’m going to take some time off and we’re moving to South Korea just to explore the area and the country nearby, a lot of good food, and spend a lot of time with the kids, and I think this [inaudible 00:23:53.2] this time, not a business. Joe: You’ll be back in the e-commerce space do you think in the Amazon space? Leigh: Yeah, definitely. It’s a great business. Joe: Good for you. So you guys are going to sell what you’ve got here? You’re in a home now in California, are you going to sell that home or are you going to rent it up and travel? Leigh: We’re going to rent it, yeah. Joe: You’re going to rent it. You guys are true entrepreneurs. It’s really incredible; very impressive and a great story. I have no doubt, Leigh, that we will talk again someday and be on the podcast about your high seven-figure exit, maybe even get to eight figures and get over that 10 million dollar range someday. That would be a great success story don’t you think? Leigh: Yeah, definitely. Yeah, always something that I wish just for, Joe: You’ve learned a lot. You’ve succeeded through sheer grit and taking risks and not quitting and not giving up. Do you have any thoughts or any advice that you can give to young entrepreneurs, immigrant entrepreneurs, female entrepreneurs in terms of what it takes and any pearls of wisdom that you could share with them in regards to being an entrepreneur and succeeding? Leigh: You know at one time I didn’t; I knew it was possible but we just don’t know how. But if you continue working towards what you want and just focus on it like knowing that it’s possible and you do something and you can do it. Just keep looking towards it and don’t quit. I mean if one part of it doesn’t work it doesn’t mean that the whole business doesn’t work. Give it another try and get a side hustle or do something if you want your life to be free from a job or from a place. Joe: Leigh I could tell you it’s been an honor and a privilege working with you for the last 24 months. I’m so proud to see you achieve your goals and glad to be in at least a little bit a part of it. So thank you very much, congratulations, and I look forward to hearing about your adventures in South Korea and your travels around the world and the next eventual exit someday as well. Leigh: Yeah. Thank you, Joe. Thank you so much for all your help.  

It’s not about how much you sell your business for, it’s about how much you get to keep. A lot of sellers get to the point of selling and see an opportunity to cash out on all their hard work. Unfortunately, there are these entities called the state and federal government whose pockets get lined before the sellers get their bottom line. Shanyn Stewart is a tax specialist who works with sellers in the acquisition process. She goes as far as to claim she can actually structure a sale where the seller pays 0% taxes. The process and benefits of the different structures she offers can allow for more money in the seller’s pocket. Tune in for a very useful episode for both buyers and sellers on how to prepare for a sale and legally keep the IRS from getting too big of a slice of the pie. Episode Highlights: The power of knowledge and ways that Shanyn claims she can reduce and potentially eliminate taxes for the seller. How capital gains tax really works. Understanding the basis of your business. What qualifies as basis in various types of businesses. The difference between basis and expenses and where to pay attention when it comes to capital gains tax. The importance of planning well before the LOI. Shanyn explains deferred payment structured sales using a third party. How to mitigate the capital gains in a transaction and reduce the net effect of the taxes over time. A case study of a transaction Shanyn has worked on and ways she increased the seller’s profit. How the structures Shanyn proposes can serve as a safety net. Where charitable strategies and trusts fall into the spectrum of planning for sale and profit. Transcription: Joe: So Mark one of the conversations we have all the time; I think I probably had at least 3,000 of them is that it’s not about how much you sell your business for, it’s about how much you get to keep. And I understand you had Shanyn Steward on the line on the podcast and went through a lot of the different scenarios about the different types of transactions and which one might get more beneficial than sort of an all-cash deal to help sellers out in the process of keeping as much money as they can after the sale. Mark: Yeah. You know it’s an interesting discussion because I think a lot of sellers get to the point where they’ve been putting their money into the business. They’ve been growing their business over many years and they look at that sale as their opportunity to finally cash out and take that money off the table and be rewarded for all their hard work and they should be. But there’s this pesky little thing called the federal government and state government and they want to take their share. Joe: It’s getting bigger all the time; it’s not little at all. It’s bigger [inaudible 00:02:11.5]. I’ll stop. Mark: Well no, you’re right. Look you go into this process; actually it’s funny Joe, you and I were talking to Ryan about this yesterday and he was saying how he puts people through this exercise of here’s what your net proceeds are from the sale and let’s go run through some scenarios and it’s eye-opening for a lot of sellers. Shanyn is a tax specialist and she specializes in acquisitions and saving sellers money on taxes. And she makes the claim that she can actually structure a sale where the seller is going to pay 0% taxes. Well, she and I went through a lot of different scenarios. I want you to listen to this and tell me how many times you heard my mind explode from just some of the things that she suggested in here. I think from a perspective of restructuring a sale she offers a lot of great tips and things that think about rather than saying I just want to get my cash and move on to ways that you can protect your investment, get more money off the table. Here’s the tease, here’s the hook and I then I’ll get right into it. We used a case study in here on an 11.6 million dollars sale where she was able to increase the net proceeds by over 3 million dollars on the 11.6 million dollar sale net proceeds by over 3 million dollars, a 46% increase in the net proceeds on that. Remarkable stuff. Joe: Yeah. Look full disclosure to everybody listening here. I talked to Shanyn a year ago and gosh it just sounded amazing; so amazing it felt too good to be true. And then things fell off and we didn’t get a chance to follow up. Mark had the opportunity to follow up and chat with her and get some of the real cold hard facts on the process and the benefit of different types of structures than just all cash. As a seller, everybody says I want all cash mostly because you don’t know who your buyer is and you’re not going to trust them until you get to know them. It’s great to keep an open mind because ultimately what you want is to keep as much of your proceeds as possible. You’ll have a great attorney working with you on that asset purchase agreement to make sure it’s secure and safe in the event you take a non-all-cash deal. We’ll refer a few out if needed but it’s a great idea to listen to the entire podcast for both buyers and sellers. Buyers you’re out there listening, you’re learning, and you might be buying a business that’s not going to be 8 million dollars like the example that Mark is talking about. You might buy something for a half a million or a quarter or just a million; just a million, I should stop that, or a million and… Mark: Just around a million dollars. Joe: Right. Mark: It’s chump change for you. Joe: Brad sold one of his $40,000; everybody that is listening to this you saw the launch, it was a one to one multiple $40,000 which is exceedingly small for us these days. But he had 20; I talked to him this morning, he had 25 offers on it and over 500 inquiries. Not just the automated inquiries but directly to his inbox so it’s a frenzy and I think it launched on Tuesday and today’s Thursday that’s already closed’ that type of situation. But buyers you’re buying these businesses no matter what size and you’re growing them. You’re taking it to another level that the person that’s selling it could not because they reached their threshold for staff and management or their own level of incompetence as we often say you got to figure out what your own level of incompetence is and they decided to exit. You’re stepping in because you’ve got a different either level of working capital to help grow that business and expand SKUs or buy more inventory or you’re better at scaling from 20 million to 100 million or 1 million to 10 million whereas the seller is not. So this is great for both buyers and sellers is my point. And I’m excited to listen to it myself because my level of incompetence is all about what you’re left with after the sale. So I’m going to learn a ton as well. So thank you for following up with her Mark and getting her in the podcast. Mark: Yeah I was just about to ask you what is your level of incompetence? Joe: We don’t have time for that. Mark: But what’s my level of incompetence? Joe: No don’t mention that. I always talk to Megan about that. Mark: Alright let’s get to this episode. She talks a lot about preparation. If there’s one takeaway for people both on the buy-side and sell-side and we had Joseph Harwood on a few episodes ago talking about how he saved a ton of money on the sale of his business is be open to different structures even from a broker standpoint. I know you and I Joe like hey we actually like these cash deals because that are really simple but when we’re looking at saving hundreds of thousands of dollars it’s worth looking at some alternative structures. And it doesn’t get too complex with the right preparation and that’s a lot of what Shanyn suggests here is prepare before you sell. Joe: Gosh that sounds familiar. Please, everybody, plan your exit. Prepare before you sell. If I had a drum I’d be beating it right now. One last thing before we go to this amazing podcast with amazing information that you can learn. I don’t like ruining people’s weekends, months, years when I tell them, man, you’re doing 10 million in revenue that’s great and based upon the P&L you gave me it looks like you’re probably worth about 6 million but everything is wrong so you have to go back to the drawing board and start over in terms of your financials. I don’t like doing that and I did it recently so please prepare; plan. Don’t wake up and decide to sell your business when you’re emotionally toast and you want to move on. If you plan it in advance and you do that; the four pillars, but the fourth one we’re talking about now which is documentation and planning, get that done. You will make so much more money and you’ll have so much more peace of mind in the process. And after listening to the podcast you’ll have so much more money left over in the bank because you get to keep more of it with the structure and deal size that Shanyn is talking about. So let’s go to it. Mark: Shanyn thank you so much for joining me on the podcast. I know you and I have just recently met but I’m really, really excited about this conversation because you and I talked only briefly. I think we talked just for a little bit on the phone and in just about 10 minutes you opened my eyes to some awesome strategies that sellers can use to reduce their tax burdens. And look I’ve dealt with so many sellers who go to their accountants and say what is my tax burden? Oh here’s what it’s going to be, 22% or whatever of cap gains tax and I said well what can I do to reduce that? I really can’t suck it up and pay for it. And you’re like no that’s not the case. Shanyn: Exactly. Mark: So let’s start out with just kind of a quick introduction of yourself. I want to tell everyone who you are the firm you work for and kind of what your mission is. Shanyn: Yeah. So I am the chief strategist here at Advanced Accounting. And we are a little bit different than your average tax professional. We actually do proactive tax planning for our clients. So what we do is we want to help mitigate those taxes before we actually have an occurrence of sale. And then even on the backend, we can help you after you’ve actually sold the company as well. It’s not as advantageous for you but we really like to be proactive. And that’s what we’re going to talk about today is how do we after we hopefully the profit on the sale of our business how do we keep the IRS from getting a slice of our hard work legally. Mark: Legally right that’s the big thing. You know my eyes were open on a recent transaction that we did hear at Quiet Light, in fact, we had Joseph on who is the seller in that case and it was a little bit of a different deal because he was a UK based seller. But we brought in a tax specialist on that deal who ended up saving lots of money. I mean significant amounts of money from a tax perspective. And so to be able to talk to someone like you who does this as a specialty is going to be really exciting. So let’s start off real quick with this and just a point that I know you made to me before our call here which is whenever there’s money changing hands the IRS wants a slice of it; like they’re going to get something out of it. What would you say to the tax professionals that are saying just suck it up and pay it? Shanyn: Yeah. You know I actually was talking to a tax professional the other day and he was like well nothing is certain in life but death and taxes and just be thankful you’re not dealing with death. And he said there is a cap on capital gains and I was like right there is a cap on capital gains after the seller sells has company but there is actually a way that we can mitigate taxes, reduce them dramatically, and sometimes even eliminate them which is like everyone’s excuse me how can that be? Mark: Yeah, excuse me, we can eliminate taxes on the sale. Okay, I’m intrigued. Shanyn: Yeah, you caught my attention now. And of course one of the things that when we’re looking at the IRS code there was a senator that once I heard quote that the first nine pages of the IRS code is all about the definition of what is income and then the rest of the code is just a web of preferences and deductions and how to actually work the code and work income. And so when we’re talking about tax planning that’s what we’re talking about really being proactive so that we’re not giving the tax professional who says suck it up and deal with it you’re going to pay capital gains and don’t worry about it it’s cost of doing business and that’s not the truth. It’s not. Taxes can be legally mitigated. And if you have enough knowledge that knowledge is power and can really put more money into your pockets. Mark: All right so the first nine pages just define what income is, do you know how large the tax code is; how many pages? Shanyn: You know what after the new revision I really don’t know. I think that it’s thousands and thousands of pages. Mark: So there’s a lot in there. And I met with some tax professionals personally recently for just my own benefit and we went on a conversation with them which was hey we’ll look at all the things that you’re basically handing over the government where legally you don’t have to if you’re doing these different things. And it’s more than anyone of us can really decipher on our own because I don’t have time to sit there and read and stay up to date on all of this. Alright, so where do we start? Shanyn: And I don’t mean to bash any type of tax professional because keeping a taxpayer in compliance is in and of itself is a full-time job. So what we’re doing is really by being proactive this is a specialty from that standpoint. So I think the first thing that we start about is we talk about how does capital gains really work because that’s what happens when you sell your business, you actually have a capital gain. So the methodology is buy low and sell high and pay the tax on the difference. And that’s the whole concept really in nine words but really Taxes are never just as easy as just buy low and sell high. The first thing that you have to understand is what your basis is. And basis basically is what did I actually purchase my business for or what did I invest into my business? Sometimes we call it original basis or adjusted basis. So basically it’s just anything I paid for the asset and anything I added to it. So we have to understand what our basis is when we ever go into a sale. In fact, the IRS has a 13-page document just on basis. So if you’re really excited about basis you can read the 13-page document on it. Mark: I can say I haven’t been really excited about it but I am now. And maybe I’m jumping ahead, how would you deal with bases in a startup situation? Shanyn: So basically a lot of service-based businesses are going to have a zero basis. That’s one of the things that we deal with on a regular basis is that there is no basis. You started an Amazon business and you really have no assets to speak of. And so, unfortunately, your basis is zero. Mark: Okay, what can you count as part of the basis; what qualifies as that? Shanyn: So equipment would qualify; if you purchased a building sometimes depending on the business it could be that you added furniture and fixtures and things of that nature. Mark: What about things like molds for those that are making their own products? Shanyn: Exactly. So anything like that. So anything like if you have a mall or sometimes depending on the patent copyrights things of that nature can be the basis if you’re actually transitioning into another business. Mark: For those that are not in e-commerce; let’s talk about like a content site, a lot of content sites are start out by hiring a bunch of writers to build kind of a foundational amount of content on their site and that can be tens of thousands of dollars of content being written. Could that qualify for a basis? Shanyn: It could. It depends on how it was expensed. Sometimes accountants can be creative in the way that they’re expensing things. So really basically when we’re getting ready to do a sale we get a look at the balance sheet and determine what’s been depreciated. So basically if you’re depreciating it then that’s part of your basis. If it’s just been completely; so if you hired a copywriter and you’ve expensed that then it’s not going to be considered basis. Mark: Oh, I get it. And this is one of those things; we talk about this all the time in this podcast, we talk about making sure you understand your own financials. And so many entrepreneurs are really weak in this area when you look at the balance sheet as its kind of cryptic report where we don’t really understand it. And then there’s also this idea well I want to expense as much as I can to reduce my income tax burden. But this is looking at a little bit different. So if I were to start up a content site and I realized look I’m going to invest $50,000 into seeds content. You’re saying look you might initially not be making any money anyway so maybe it’s better to put that in and record that as an asset investment that I can depreciate. Shanyn: Right. And see that’s one of the things you always want to think about the end in mind. You’re always going to want to like look at what is my exit strategy? Even when you’re starting a business you want to look at what your exit strategy is to determine. And I know in those early years; I mean most businesses in the first three to five years are not really making a huge profit. And so I look at different expenses and really a lot of those can be capitalized over time instead of just expense in that year. And that’s something to take a look at. That’s where proactive planning and understanding your financials become so important. Mark: Yeah. Now from a buying standpoint if you’re acquiring a business obviously you’re going to capitalize expense investing in the business right away. That’s going to be an investment so that’s going to form basis but then also things that you’re doing right after as well. Shanyn: Correct. So anything that’s going to be adding capital value to that business is something that you’re going to want to kind of look at and see if it is something that we should; is it really truly an expense or is it actually adding a capital value to the underlying business and should be depreciated over time. Mark: Okay. So how does this shake out on a sale basis so I would know we the buy low sell high; I imagine there is a simple subtraction coming up here, right? Shanyn: Right. So I mean basically the difference between the sale price and your basis is where you’re going to get capital gains and you’re not going to get capital gains depending on your filing status you’re also maybe getting hit with something called net investment income tax. And that’s a new tax underneath the Obama administration where they’re going to kick in a 3.8% tax for those that are $200,000 of adjusted gross income for individuals and 250,000 for joint filers. And so that basically, you’re going to hit with capital gains and that net investment income tax. And so that can be pretty hefty so one of the things when we’re talking about mitigating taxes on the sale of a business preplanning, becomes very important. And one of the things is that if we have enough time before the sale of a business there’s a lot of planning we can do. I mean there’s a few after the sale offsets that we can kind of facility to mitigate tax but it’s nothing like the time before the sale. And one of the things is we’re going to talk about several different strategies. It’s really important to understand that we actually need to start our planning; there cannot be a binding contract you’re going to say repeat this again, there cannot be a binding contract in place when we start this preplanning. Mark: So a binding contract again from a sales standpoint we’re looking at LOI which is it’s usually non-binding but then those purchase agreements which are going to be binding. Shanyn: Correct, exactly. So we even like there to be no LOI and we want no question by any type of government organization or court system. So we even tell our clients even before there is an LOI we want to have our planning done. So oftentimes when people come to us to sell their business they know they’re going to sell their business. That’s the goal. And so that’s when the planning should start right then and there. Mark: Alright. And we preach all the time that if you want to sell your business it’s best if you’re actually planning 12 to 24 months in advance because from our standpoint we want those other metrics that we look at; the influence, the valuation to be as optimized as possible. So I would imagine this pre-tax planning would also benefit if you’re at 12, 24 months out. Shanyn: Well definitely because there’s a lot that we can actually do in the current year to help them mitigate taxes but then on the sale of the business definitely. Now the quickest we’ve done; we can do this in 60 to 90 days. But one of the things I found is that what we have to do is we actually educate our seller on these strategies because a confused mind always says no. And one of the things we want to make sure is that our clients understand what they’re doing and why they’re doing it; what the advantages and disadvantages are. So we really start an education process with them so that they understand exactly that they could sit down and explain exactly the transaction that’s about to happen in their own words and have that confidence. Mark: Right. Okay, that makes a lot of sense. Alright let’s get into the example of a transaction here because let’s say that knowing that we’re going to sell the business we’re getting into this here and we’ve said okay we’ve got maybe a little bit of basis we still have a pretty large delta on what we’re selling for versus what our basis is. Maybe we’d be able to form 50 maybe a hundred thousand dollars basis but we’re selling a business for two million dollars. The savings is nominal on that side. Where else should we be looking at here? I know we talked a little bit about short term capital gains taxes and our pre-cal stuff. How does this play into this? Shanyn: Well I think one of the things is when we start to look at the fact that we have a capital gain and that’s what we really want. We have to really immediately step in and say okay what are the strategies that I can do to mitigate these taxes? So one of the strategies and we usually use a combination of strategies. So I know you and I are going to kind of break down just the simple line strategies but oftentimes they’re actually strategies that are interwoven together from that standpoint. So one of the strategies we often see is something called an installment sale. And an installment sale is just simply a sale where you receive payments installments in more than one year. And so basically what that means is you sell your business in year one and you agreed to take three equal installments over a three year period. Now that works with some people. The advantages are that you’re going to defer the gain until you actually receive those payments so taxes is divided throughout the years. So for example, we just did a transaction where let’s say you have a business that you bought for 600,000 and you sold it for a million. So 40% of your sale is a gain. So when you receive those installment payments over the years 40% of each of those installment is going to be taxed as capital gain. So why is that important? A couple of different reasons; it’s going to actually if you split out the capital gains over three years or five years you actually reduce the overall taxation that you’re absorbing from that standpoint. And so you’re not getting stumped all in one year with a big tax bill. But the devil’s in the details with that one because not all assets are going to qualify for an installment sale. So that’s one thing to remember. So anything that’s publicly traded is not going to qualify for an asset sale. You also have tool items we find that buyers and sellers want to get a really, really low rate interest rate and so you have to charge adequate interest to the person who’s buying. And if you sell depreciated assets; so let’s say you’re selling equipment; you have to recapture all of that depreciation and pay ordinary income tax rates immediately. So there’s some things where an installment sale works really, really well with and sometimes it’s not going to work really well but that’s one of the simple strategies that we see. Now, one of the problems with that is that you’re going to get your income over a few years. Sometimes it’s a big deal. And I actually sent you an example earlier and we can talk about that in a few minutes where our buyer actually got his money over five years. And that worked out perfectly. We are actually able to eliminate the taxation on that. We’re going to talk about that because that’s huge. And he was given over two million dollars a year so he was pretty happy. Mark: Right. So real quick are you able to reduce the effective rate by doing an installment sale? Obviously, the amount that you’re paying in one payment is going to be reduced but you are able to reduce that rate? Shanyn: It does. It depends on the taxpayer’s adjusted gross income but we are able to reduce the net effect of taxes over the period. And oftentimes we’re talking about that sometimes depending on the amount of the sale or the amount of the proceeds we’re able to even get payments five to 10 years out so that we’re able to keep that; kind of make an individual pension for that person. And that way they can also do things like delay Social Security and keep their taxes down and so it really becomes very much not just a planning for the sale event but planning for the next few years of what happens with those proceeds. Mark: Alright so I already know most of my clients are going to say with this which is I don’t want to defer my payments because what happens if they don’t pay; what are my collection options? There’s always this worry especially with the Internet and acquisitions where so much of the business is wrapped up in blue sky, goodwill, non-tangible assets. And so what happens if the buyer runs a business into the ground two years from now and they still have about $400,000 payment well what are my options? Could you ask for those funds upfront and pay them out? Shanyn: One of the things you could do is actually do a structured sale and actually bring in a third party. Mark: Okay. Shanyn: So a structured sale is sometimes very advantageous because it actually takes the installment sale tax treatment. It does require a buyer to pay a little bit of cash upfront or all of the cash upfront. So basically what you’re doing with a structured sale is you’re bringing in a third party and you’re exchanging your business for a stream of income. So basically what happens is; and let me say this is appropriate for businesses between the 100,000 and the five million dollar. So if you’re over five million it would not work this way. But basically, in a structured sale you’re going to negotiate a traditional sale. Your buyer is going to sign their obligation to make payments to an independent third party. So there’s a lender involved here or an insurance company involved here. And then that third party is going to take that cash. And so you never actually get receipts. So we avoid constructive receipt rules which would actually make if we actually took that money in our hands immediately that would make it taxable immediately. So then the third party now has your cash and they’re going to buy you something like [inaudible 00:26:30.4] to start income to you immediately. So you pay taxes on as you receive those payments over the years you’re going to pay taxes on the capital gains again defer it. But this is a way to bring a third party in; it’s called a structured sale in order to help mitigate some of that risk. Mark: Okay. So who is this third party company; what would be some examples of these third-party companies? Shanyn: So it could be a lender. It could be an insurance company. There are third parties that actually facilitate deals like this. Mark: Okay. And then from the seller standpoint, the benefit here is that they’re not having to act as a collector of funds. You have a certain party that’s doing that work. Shanyn: Correct. And so here’s something that what we’re seeing gain popularity; so one of the downsides of most installment sales, either structured sale or an installment sale is that you sold your business, you’ve deferred the tax, but you don’t have all your money. Mark: Right. Shanyn: You have a stream of income but you don’t have all your money. And so one of the things that we have found is that if you’re comfortable exchanging your equity in your business for just a stream of income that’s perfect; if you don’t need it all at one time. But oftentimes I think that entrepreneurs want to go to another venture. It’s in their blood. They want to close one chapter and start a new chapter. And so that becomes an issue because there’s no capital to actually work with them unless the sale is very large. So here what we’re finding is that we can take an installment sale and we can couple it with something called a monetizing loan. Now, this is a complicated concept. It takes months to actually really kind of; we do webinars and PowerPoints to really educate our clients on this and we bring in the legal team to really explain this but I’m going to try to kind of be very simple in my explanation. What we do basically is we take an installment sale and we couple it with a monetizing loan. And so basically the way that business works is we’re going to defer the taxes for 30 years. Mark: Okay. Shanyn: So basically you negotiate a sales price with your buyer just like you would. And when it comes time to close there’s going to be simultaneous things that happen at closing. You’re going to sell your assets to an unrelated third party in exchange for a lump-sum payment in 30 years. Step one that third party simultaneously sells your asset to the buyer in exchange for your agreed-upon price. Now you’ve sold your asset. You’re going to use installment sale treatment to defer the tax but you’re still going to have your money. Here’s where the monetizing loan comes in at the same time that you and the third-party and the buyer close the original sale the third party lender is going to step in and he’s going to extend to you a loan equal to 93.5% of the sale. So remember loan proceeds are not taxable because they come with an obligation to repay. Now you have your cash in your hand and that’s almost equivalent to what you had for your sales price. And you’re free to do whatever you want with those funds. Now it’s a loan. While that loan is outstanding the third party pays the interest. In fact the terms of the loan specify that the interest is non-recourse to the seller which is really important because non-recourse means that the lender can’t come after you for the payment of that interest. So 30 years goes by and you have all of your money. You do whatever you want with it. And at the end of the 30 years, the whole transaction unwinds. The third-party pays you or your heirs the purchase price in cash. You use the proceeds to repay the loan and then you pay the tax. So there’s some magic that happens here. I always call it the eighth and ninth wonder of the world; that deferral and the time value of money. So the question really happens to be what’s going to be the tax in 30 years. So if you think about this if inflation continues at 2½ %; that’s kind of what it’s been for the last 20 or 30 years, and it continues and long term capital gains remains at 20%, the tax bill on a million dollars of pain in 2019 would be equivalent to about $94,000 in 2049. Mark: Wow. Shanyn: That’s less than half of today’s tax bill and you’ve got to use your money for 30 years. Mark: Right. So with the installment sale and the monetizing loan you get that money upfront it’s just coming in a different vehicle; it’s coming through essentially a loan. Shanyn: Right. Mark: My mind is spinning right now. And you said it earlier a confused mind says no. My head is a little bit confused right now but I’m seeing where you’re going with this. This is really, really brilliant. What are some reasons why people both on the buy-side and sell-side wouldn’t want to do this other than confusion of the concept. Shanyn: And you know what really when we actually walk; so oftentimes we get clients who are like right in the middle like I’ve got an LOI I want to sign I need to do something now. This structure takes a lot of time to explain and to be comfortable with and to show how all of the numbers move. So really what are the downsides of this? Confusion, that’s probably the number one thing or lack of understanding of how it can really; can this really work? I mean people are like really defer taxes for 30 years? They’re skeptical of lenders sometimes that would actually be extending the loan. So there’s a lot of skepticism I think and lack of understanding. But really this is a win-win for everyone involved. I mean really the buyer doesn’t care. The buyer is going to give his asset and he’s going to walk away and he’s going to have this new business. So he probably doesn’t care. Mark: And they’re paying just as they normally would if they’re buying the business upfront, right? Shanyn: Exactly. And the seller sometimes they don’t understand. But I mean there’s legal agreements in place around the loan. You’re making sure that you’re working with a reputable third party from that standpoint so you’re making sure that the loan is non-recourse and how it’s going to unwind. And of course, you’re going to have your own attorney look at all of the documents and paperwork as well. So basically you’re doing your own due diligence. But any tax professional that’s utilizing these kinds of strategies has done their own due diligence as well and they’re picking at third parties to actually work with that and a lawyer or legal team to work with that’s what they specialize in. Mark: Right. How do you handle this with more complex sales where you have a portion of like an equity rollover over, a cash upfront, and maybe some debt as well coming in there. Can you structure this as a component of a larger structure? Shanyn: Correct. So that’s what I said we often use multiple strategies. So right now I’m working on a deal where someone is selling a restaurant franchise along with the real estate that some of the franchise franchises sit on and there’s debt. And so we’re actually restructuring debt to flow through like a different entity on the real estate side so that we can use and monetize installments. So we’ve got like three or four actual strategies that are in play and that’s where the preplanning comes in. So if we got 12 to 24 months to sit down with you and figure out a game plan we can really kind of put several different strategies together. Sometimes we’re just deferring the tax sometimes we’re able to eliminate it altogether. But it’s just different components of the sale will be treated differently. Mark: Alright. So I want to get to our example because again I can hear the question in people’s minds which is is the juice worth the squeeze here; the fees to you, the amount of time, the headache, trying to convince a buyer to do this which doesn’t look as traditional as maybe everyone is expecting going in. So let’s run through an example here and you sent me a PDF with an example; is it okay if I post this on our site? Shanyn: Yes definitely. Mark: Okay so we’ll make this available for download in the show notes so that people can follow on with us if you want an actual example of this but let’s talk through the example here that you gave me. Shanyn: And this is just one; so this is just one strategy, so I just illustrated one. This was actually a business that’s being sold in Michigan. Equipment was included. So they had molds and dyes and they sold on the Internet. So they are a combination business. So the sale price was 12 million dollars. And the cost of the sale was about 360,000. They had actually found a buyer outright. But this is what the legal team was kind of charging. So the gain overall was 11.6 million dollars. So at the end of the day you’ll see here underneath projected taxes we have federal taxes, we have that net investment income tax, we also are recapturing depreciation, and then we have the state tax. So all in their total gain is 11.6 million and they’re losing 4.3 million dollars to taxes. Mark: Yeah. I can tell you when I sold my business that wasn’t for a million dollars but when I sold my very first business one of the most sobering moments was getting this first tax bill. And again just to reiterate this; the tax will gain so the cost of the sale on this we have 12 million dollars on the sales price 360,000 towards advisors and fees here so 11.64 is what they’re gaining after those advisory fees and then the government at different levels comes in and says thank you for that 11.6 we’re taking 4.3 of that and reducing you down 7.2, 7.3 million dollars. Shanyn: Yeah so about 7.3 million dollars is what you’re going to walk away with. That’s a lot of money but it can be a lot more. Mark: You’re still buying dinner the next time you go out but if you look at 12 million and it gets reduced to 7.3, that’s pretty hefty. Shanyn: So one of the things that if you look here is that we’re able to increase this seller’s profit by over 3.3 million dollars and so basically what we do is that you’ll see here that the sale price didn’t change, the net sales price didn’t change, we’re actually using a combination of different strategies and the seller is actually taking payments over five years. So over a course of five years, he’s going to get 2.1 million dollars and then there’s some additional tax savings that we found in there over time. So he’s getting a little bit more cash flow from that standpoint. So after just a coupling a couple of strategies together instead of walking away with 7.3 million he walks away with 10.6. Mark: That’s a huge gain. That’s 3 point…my math here is 3.3 million dollars. Shanyn: 3.3 million, a little bit more than 3.3 million. Mark: Because some of that money is deferred now with those deferred payments you mentioned briefly the time value of money. How do we capture some of that time value of money? Shanyn: So with those deferred payments I mean basically you are actually getting a little bit of an interest rate in that as well. So that all has to be inside the different strategies. Remember when I said we’re doing installment sales so we’ve got to charge interest and have an interest in things of that nature. Mark: It has to be reasonable. Shanyn: It has to be reasonable. Exactly. So over five years, you’re going to receive that 2.1 million dollars. So this person is giving up; they’re comfortable giving up a little bit of return on investment in order to actually eliminate the taxes. Mark: Yeah and that right there I can totally see being worth the effort of going through this and I know you know we talk to sellers all the time. They get so nervous about doing installment plans. They want their money and they want their money now. And for a lot of people especially growing a business they’re profit rich but cash flow poor where they’re showing good profits and the selling moment is the first time where they’re really getting the cash out of the… Shanyn: They’re reaping their harvest. Yeah. Mark: Yeah exactly. So it’s kind of a hard sell initially to say okay I know you’re now selling a business for 12 million dollars. Shanyn: Right. Well, I think one of the things that; like the conversation I had with them when we proposed these strategies because they’re one of the things that we’re looking at is okay you’re used to living on 250,000 a year in income and now you’re going to get two million. What are you going to do with it? Mark: Yeah [inaudible 00:39:19.4]. Shanyn: What’s the difference if you are given a check for 7 or you’re given a check for 2? How is think going to change your day to day life? That’s a conversation you actually have to have. You have to understand what the seller’s ultimate goal is. I mean if it’s just to go live on the beach in Delray Beach Florida that’s kind of my dream then you can probably do that for two million dollars a year. Mark: Yeah, absolutely. Shanyn: It’s kind of you know; and also one of the things and this was the eye-opening experience for me I actually had a brother set and one of the brothers wanted all the money up front and the other brother said to me if we don’t structure this on installment sale my brother will blow through this money and he won’t have anything because money burned a hole in the brother’s pocket. And so the other brother was willing to both of them saw the validity there but the other guy just saw the big numbers and was like ah if I could open up my bank statements see that money sitting there. And the other brother was like no if we do that I know I won’t spend it because I’m I will hold onto my money but you’ll go through it and you won’t have anything. Mark: Right. And I think something that entrepreneurs need to keep in mind and I personally went through this myself when I sold my first business is that a lot of entrepreneurs especially in the Internet space are bootstrappers, we get things going and we do it with a lot of grit. And then when you come into a lot of money you’re trying to replace some of that grit with spending and so the second startup is way more money thirsty than that first one. And if you don’t get the right payout and I’ve seen it happen with our clients and I had it happen with myself with that second startup I threw away more cash than I anticipated. So this is kind of a nice little lever on that to make sure you’re not following through. Shanyn: I call it a safety net because sometimes we see entrepreneurs who actually sell their business and they say I’m going to retire and that retirement lasts like a year and then they’re itching. They’re like what do I got to do? Mark: I’m bored. I want to do this again. Shanyn: Right. I want to go do this again. And so basically when we’re going into our planning process, not every strategy is going to work for every client but what we’re doing is we’re doing a full discovery and we’re figuring out what’s really important to that seller. And then we are working to mitigate taxes through the legal channels that are available so that they get the best deal at the end of the day. Mark: I want to hit on one last thing on the notes that you provided me here because we didn’t get a chance to talk about it and that’s the charitable strategies section here and we only have about five minutes left here so hopefully I’m not uncovering like an enormous topic that we could have spent… Shanyn: We can talk all day about charitable strategy. Mark: Or maybe we’ll do a secondary podcast just on that because that’s something that’s near and dear to my heart; making sure that entrepreneurs are contributing or we should. But where does this fall into the spectrum of planning? Shanyn: So basically charitable strategies is one of the strategies that we use and it’s a foundation of tax planning. It’s also a foundation of capital gains planning and that’s because charitable organizations can sell appreciated assets without paying tax on the gain. Mark: Wow. Shanyn: So again it’s a very convoluted type of strategy but basically what happens is you actually establish a charitable remainder trust and you transfer those assets into the trust. It’s important that there’s no; this is preprinted, there’s no binding contract before you transfer something into the trust. The trust then sells the assets to the buyer. And that’s where the magic happens because the trust is tax-free and see there’s no capital gains and then that trust then reinvest those assets from the sale price and then it pays you the after-tax amount over a period of time. So basically it’s a way that we can eliminate a lot of taxation. Mark: Wow that is absolutely mind-blowing right there. And the worry that I think some people would get into is okay I know you said this is legal how much red tape and how fine are the rules that you have to follow for something like that? Shanyn: So basically; I mean there are rules and so by charitable remainder trust you have a legal team that actually specializes in this. You’re not going to your mom and pop local lawyer who handles everything from drunk driving to criminal. Mark: My uncle who’s a lawyer and not going to charge me a retainer; that type of a deal? Shanyn: Right. I mean so here’s the thing; this is a place where when you’re doing these strategies you want expert advice. You want somebody who has done this again and again and again and who understands these concepts. And so you’re picking individuals that understand how to put together and to write a charitable remainder trust; how to facilitate these third party transactions. Mark: I got it. Okay, we are up against a clock. Shanyn, how can people reach you because I guarantee you’re going to get a lot of calls and a lot of e-mails from this so careful what you’re giving out right now; how can people reach you? Shanyn: So definitely they can reach me at AdvancedAccounting.com in the right-hand corner there’s going to be a button that says a free consultation. And I would love to have a 30 minute Xoom call with them and just kind of talk them through what their particular situation is and if we can help them. Mark: That’s fantastic. We will put that in the show notes; a link over to your website, we’ll also upload this really simple example that you put together of tax savings which amounted to three million dollars in tax savings on a 12 million dollar sale, really interesting stuff. And I think the big lesson that I would like people to come away with is to think about the selling process in a little bit more strategic way because so many people are just looking at let’s get it simple, let’s get it done, let’s move on with our lives, I’m going to eat this fee. There’s a lot that can be done by hiring the right people to reduce those fees. You are one of those people for sure that can certainly help. So thank you for coming on. I can see having you on and maybe digging deep into one of these strategies maybe in a future episode if you’d be up for it. Shanyn: Yeah, perfect. I’d love it. Mark: Awesome. Thanks so much. Shanyn: Thank you.   Links and Resources: Shanyn’s Firm Website Free Consultation Link About Shanyn Stewart: She’s a serial entrepreneur and fearless single mom who has a background in military tactical training and is not afraid to stand up to anyone, including the IRS. A gun-toting, libertarian proactive tax strategist, Shanyn has built a team of tax and financial experts to assist clients in legal tax avoidance. Shanyn began her career with General Electric as one of two advisors that worked directly with GE employees and executives to mitigate taxation throughout the country. Armed with years of tax navigation experience, in 1996 she started Advanced Accounting to help clients apply those principles she learned at GE to assist in reducing their tax liability. A former American Baptist Pastor, Shanyn owns Gunpowder & Lace, a concealment garment and holster company for woman. She also coaches women on how to give themselves permission to channel their inner goddess and inner badass and make no apologies for it.

Scott Voelker, the amazing seller himself, is back on the podcast today with a new book that will guide entrepreneurs on a path to financial freedom. Scott has transformed from someone who dabbled in e-commerce into a seven figure business owner, author, and host of one of the most popular e-commerce podcasts out there. Now he is sharing his tips with other entrepreneurs, offering sets of specific steps to follow to create a business that will allow freedom and flexibility. From the construction career he left at an early age to starting and building a successful photography business, Scott has built on his entrepreneurial nature for over two decades. In 2008 he started selling photography products online and soon realized it could become a full time income. Fast forward a few more years and he started to hear more about Amazon FBA model and how some people were making good money using the platform. He started researching and listening to any valuable information he could garner then used all the know-how he’d gathered and applied it to his product listings. Episode Highlights: How Scott and his wife got their start building a business from the ground up. Scott discusses the path he took and how the book delves into his future plans. Whether he finds the pathway to the end goal more difficult than five to ten years ago. How Scott is evolving from being “The Amazon Guy.” Helping others with the book and the action steps he outlines. Scott addresses the question of finding time to start a side hustle. Learning how to schedule downtime once success allows for less work time. Tips for finding that future-proof opportunity. Taking the affiliate marketing path as an opportunity to learn your market. Using channel diversification as a building block. Transcription: Mark: Joe recently I sent you a book through Amazon that I was hoping you would read and I’m assuming that’s the next book on your reading list, right? Joe: No. Sorry. Mark: I’m not going to buy you any more gifts. Joe: No. Now you sent it to me via Amazon and I think I have to download it onto my Kindle app. Mark: You haven’t even downloaded it? Joe: I haven’t even downloaded it. Mark: Oh my goodness. Joe: You’re just trying me. See the reason I haven’t is because it’s a productivity book and you’re trying to get me to be more productive but I haven’t read it yet so I’m not as productive as I could be. Do you see an excuse thing going on here? Mark: Productivity is one of those things that I’m sure everybody’s like Joe is terrible at getting stuff done. Joe: This book I’m holding out for those that are on the YouTube channel. Thank you for being on the YouTube channel, by the way, you’re awesome. This is the book I’m currently reading it’s called the Take Action effect By Scott Voelker; a friend of ours and we just had him on the podcast. And that’s what the book is all about. It’s a combination of, and this is why I’m not reading the book you sent me. And I have one more in front of that by the way but this one is amazing it’s really telling Scott’s story. Scott as lot of people know has a podcast called The Amazing Seller podcast. With the audience he has every month he could fill up the Bank of America Stadium here in Charlotte and I think that’s like 25, 30,000 people. He started out just telling his story building an Amazon business and everything he was going through. He just laid it all out on the line. He’s really transferred himself or transformed himself into someone that is first and foremost helping people take action in their lives and he talks about this in the book and how he did certain things in his life and what an impact it had and what it led to next and next and next and now where he’s at running a 7 figure business with the lifestyle that he wants. It’s still one of the most important things about Scott and the book and the action steps that he shows people how to take is to run a business, set your own goals, how to set goals properly with vision boards and different things but with a lifestyle that you want. This is not a get rich quick scheme it’s a book to build the life that you want; how to take certain steps and actions and if you want to run a 10, 20, 30, 40, 50 million dollar business great. These will help and there are some examples of that; of people that are doing that. But if you want to just earn an extra couple of thousand dollars on the side and build the business slowly there are absolutely some steps in there for those folks as well; people that are listening now that still have full time jobs that don’t dare buy a business this allows them to take certain steps and actions to do that and build a safe business that’s going to be relatively passive that they could do part-time as they build that up and eventually quit your day job work and sell it through Quiet Light. Mark: One of the things I like about this is the idea of having a purpose to what you’re doing. And I think there is this tendency to chase success, chase success, chase success, and we put in our minds that success is a certain business goal while we ignore the other aspects of our life. And I know over the past 13 years running Quiet Light Brokerage I’ve run across so many successful entrepreneurs who have built amazing businesses but frankly are somewhat miserable because they’ve built prisons for themselves. And we talk about why are people selling. Sometimes it’s just because they’ve built that prison of a business and they need to get out. And they realize that they need to readjust their life priorities. I love when we meet people like Scott, like Ezra Firestone, and some of these other guys that have reached certain levels of success and now what they’re doing is they’re really trying to just be helpful and really contribute to that entrepreneurial community with some of the lessons they’ve learned. And I love the focus of this book. I love that it’s a system out there to help you identify what’s really important and have everything else flow into that, set the real goals out there and build that system including the business that fits those goals. Joe: And it’s just that Scott is a real guy giving real-life examples of things that he’s done and the path that he’s taken and he’s giving real advice here that is action-oriented. And it’s a mindset. It’s inspiration. And they’re steps to take as well. It’s one of the best books I’ve read in 2019. I highly recommend everybody take a listen to the podcast and at the end and in the show notes here you can go to take action effect and download or buy the book. It’s available. He went further than our very own Walker Deibel, he made it available in the audio version as well. Mark: Walker needs to step his game up and start a recording. No. Fantastic. Let’s get to this episode here. I love introducing our audience to people that we find to be good friends of Quiet Light because they share some of our mission and purpose. So I’m excited to share this episode with everybody. Joe: Let’s get to it. Joe: Hey folks Joe Valley here from the Quiet Light Podcast and today I have a guest that is back on. But this time he is a published author on his way I’m sure to being a best-selling author. Scott Volker, welcome to the Quiet Light Podcast. Scott: What’s going on Joe? Thanks so much for having me. Joe: Welcome back I should say. I just saw you a couple of weeks ago at Brand Accelerator Live; a fantastic event where you launched the book, a big hit and my goodness I’m looking at some of the reviews and they’re fantastic. And I’m reading it myself of course. And let’s get into that but first for those folks that don’t actually know who you are why don’t you tell us all about Scott Voelker? Scott: Yeah. Well to kind of sum it up I’ve been at this basically creating businesses that allow me to have the flexibility, the freedom, that’s always my first and foremost. Back when I was like 21 years old I was working for my father’s construction company and from there I thought I was going to own that company one day and then that partnership and son in law that was stealing and some craziness I soon saw that that wasn’t the path that I was going to take. But I wanted to still be able to work for myself and my wife and I started a photography business, learned the ropes through good old trial and error, and built that into a business that allowed us to take our kids to school and home from school and all of that stuff. And it’s really important me to watch my kids grow up and I’ve got 3 kids ages now 11, 21, and 24. But I’ve been at this for over 18 years and really building businesses hasn’t really changed just the platforms have changed. And so when I wrote this book I wanted to go through and tell the story of myself. Someone that didn’t have a college degree and felt a long time ago that I kind of felt to myself like I wasn’t smart because I didn’t go to college. But then after kind of building some businesses and watching other people go to their 60 plus hour a week job and then seeing myself not have to do that I was like well wait a minute I’m going to give myself a little bit more credit. I’ve done okay. And so it in a nutshell that’s what I do. I just love building businesses. But I like more about just building a business it’s more about the freedom and the flexibility, stability and all that stuff. Joe: And that is what you talk about in the book. Let me just; I don’t think I said what the name of the book is. It’s called The Take Action Effect. Scott: Yeah. Joe: Proven Steps To Build a Future Proof Business And Create Your Ultimate Freedom. I’ll hold it up here for those folks that are on the podcast; I’m sorry on the YouTube channel. Scott: Yeah. Joe: One of the things that you talk about in the book really hit home with me and that is that your wife had that first idea for you to go off and on your own. Scott: Yeah. Joe: And it’s and it’s continued in your relationship. You guys work through all of your business opportunities and ideas together, right? Scott: Yeah, 100%. I mean she was my take action moment as I talk about in the book a lot. I think we all have these moments in our life that something happens; like a decision happens that we make either because we’re forced to and then we see the result from it or we choose to, we take that leap. And I was frustrated with my job and I thought I was going to own this company and then found out that it wasn’t going to probably happen and we needed to figure out another way. And then that’s when my wife had said maybe we should start a photography business which at the time we didn’t have digital it was all film based not YouTube videos to go out there and educate yourself. So Scott that wasn’t a good student in school had to figure out how to go through and teach myself Photoshop and just how to run a studio and we did that. But yes she was the one with the idea and still to this day she’s always the one kind of nudging me a little bit and saying like you should probably listen to this. Even the podcast The Amazing Seller Podcast that was because she said that you should; I had the idea but she was likey should probably lean into that a little bit and here we are. Joe: That’s funny you know my wife usually has the idea and then I have to go out and do it. It’s a running joke in 20 plus years of marriage. I was going to I think our wives are very similar. Our marriages are very similar but it sounds like there’s one distinct difference is that my wife comes up with the idea and I have to execute. So you’re taking a lot of past so it’s interesting from a construction worker to entrepreneur in the photography space before really the online world existed and then discovering it through eBay and then Amazon and then The Amazing Seller podcast. Scott: Yeah. Joe: Can you just talk about that path a little bit and talk about what the Part 2 of this business about this book talks about? Scott: Yeah. So like I said the photography business being brick and mortar I learned a lot about how to get clients in the door. And a lot of people say like Scott when you start a business should it be your passion. And if it could be then yes that would be amazing because then you would love to work on it every day. But I wasn’t passionate about photography. I was passionate about getting out of my job. So my wife was passionate about photography but then I started to develop these passions and that was marketing and that was Photoshop and video editing. And the way that it kind of led me to really the online space and e-commerce really was my wife was looking for props on eBay. So in our business, we always were unique in the way that we had props. We had certain sets and we had like a lot of backgrounds that cost us 2 or $3,000 and people would pay just to come in because we had this hand-painted backdrop. So my wife was looking for this cedar bridge that she had seen somewhere else and she found one on eBay. It was like 130 bucks it was a little 4-foot little wooden cedar bridge. And so then as she was looking at one of the other stores that she shops at she’s seen the same bridge for 30 bucks and she’s like it’s selling for 130. I bought one for 130 maybe we should try to sell this thing. I said okay. So then that’s where we got the idea and we started selling those. Actually, we took the minivan over to the store and we loaded it up and we packed that thing and that money actually paid for our kids tuition for a private school. And so that opened my eyes to eBay and like what else could I sell, right? And even though I had a business I’m still thinking to myself as an entrepreneur like well that wasn’t that hard. Maybe I should try to find more things to sell. So then we actually started a video business on the side of our photography business; they kind of work too, you know one of the same. And then I started building these projectors to transfer old 8-millimeter film. So the old 8-millimeter film that we use to have grown up as kids it was a lot of times silent film but there was some sound when it got; I think it was Super 8 and then I found a machine that was modified to transfer the film. And so when I got that I kind of looked at it and being in the construction world I’m like this is just a modified projector. Let me go ahead and reverse engineer what they did here and I did that and I started selling them on eBay for about 800 bucks. I was selling one or two of them a week. Joe: Wow. Scott: Yeah, so I made about 100,000 on just old projectors that I modified for film transfer and that’s kind of what got my wheels spinning about this online stuff. Joe: And it never would have happened if you didn’t; I’m going say this so many times, taken some action, right? Entrepreneurs are special people. They come up with an idea and they don’t think about it and think about it and think about it and think about it. They’ve got to do some planning, of course, the more complex world we live in you’ve got to do some planning especially when you’re going to spend some dollars. But I think maybe Scott back then when you and I didn’t have any gray hair we were able to take action a little simpler and a little quicker, right? I would just with that whole ready aim fire or ready fire aim what is it? Scott: Yeah. Joe: Those things, right? And I just take my path and hustle and work hard and get it done and figure out the road to that end goal which I knew what the end goal was. I just didn’t know the road or the path. Scott: Yeah. Joe: Are you finding now given that you’ve; I mean you’ve done all this for 20 years an entrepreneur in many, many different past and you’ve coached thousands of people through The Amazing Seller podcast and many of them 6, 7, 8, 10 figure exit eventually. Scott: Yeah. Joe: Are you finding that the pathway to that end goal whether it’s an eventual exit of a business or just a one of a lifestyle where you can drive your kids to work every day and spend more time with your spouse and you take family vacations, is it more difficult than it used to be in your opinion? Scott: I think it depends on what your final outcome is. I think for a lot of people it’s not about building an 8 figure business just to say you built an 8 figure business; to some people it is. It’s like bragging rights but for a lot of people; and I know you told me a story about a guy he was a stay at home dad I think and he built his company in 2 years without pulling a dime out of it so they could cash it out and then live off of that and live the life that they wanted. So I think for a lot of people it is that. So for me personally I think it is I don’t want to say easy; it’s simple. Nothing is easy. Like everything that I’ve ever done, there’s always been struggles and issues that you have to overcome; whatever like that’s business. You just have to learn how to adapt, how to move, and adjust. But I think it is actually easier nowadays to build a business that you can potentially exit. And actually getting to know you more, getting to know the team over at Quiet Light has actually got my wheels spinning once again at looking at this as an opportunity for me to build something maybe from scratch, get it to a certain level, and then sell it, and then you just repeat that process. Like I could build a team to just help me do that. So again my wheels are always spinning. And the more I talk to you and I start hearing these stories I’m like that seems like a pretty straightway to go. But the principles and the concepts are pretty much the same. They haven’t really changed. And that’s what is in the book is really these pillars; these core things that make up a market, make up products, make up traffic; like all of that stuff hasn’t really changed. The platforms change but the principles never change. Joe: You addressed some of the approaches in Part 2 of the book about building your future proof business. Scott: Yeah. Joe: You started out as an Amazon guy, right? You were selling on Amazon telling your story in the podcast but you’ve evolved quite a bit. Can you address that and then we’ll talk about how the book addresses it as well? Scott: Well yeah but the book itself actually is my pivot. So we talk about pivoting all the time. So when I started the podcast you’re right I was getting into the Amazon game just like everyone else was. It’s just I was kind of doing it and other people were just kind of consuming information and saying like I’ll wait until we have all the pieces that are working or all of the answers, right? Joe: You were telling your story whether it was a success or a failure and everybody was listening. Scott: Exactly. And so as I started to do that I also started to see how the market was shifting. So when the podcast was started it was Scott the Amazon guy. And then after I started to kind of see that the market was changing, more competition was coming, and it was getting a little bit riskier I’m like I don’t want to go down that road. Now that doesn’t mean it can’t work. I just don’t want the headaches of constantly just worrying that my accounts are going to get shut down or whatever. So I’m like I’m going to go back to basics build a business from skill sets that I’ve built and I talk a lot about that in the book like everything we’ve done we’ve built skill sets that we can then leverage in the future. So for me to really go down that road of like okay where was I van and where am I now, it’s all about evolving; all about growing. I mean I think we’re all doing that as we learn more things like even like when I first started I didn’t think about having a brand that I could exit. And now I’m thinking; a lot of times I’m thinking to myself could this brand be sold, what would it take to sell this business? So a lot of times I’m thinking more along those lines now. But like I said people are always kind of like thinking of me as the Amazon guy and I don’t want to be known; I don’t want to 20 years from now be Scott the Amazon guy. I want to be the guy that helped people build a business that allowed them the life that they want and that they deserve. Joe: That’s what I’m seeing with the people that I’ve met that have listened to your podcast and then to your events and are connected with you in any way. Whether it’s Brand Accelerator Live, your inner circle Mastermind group, or The Amazing Seller podcast; they’re not just building Amazon businesses, they’re building businesses that will allow them to live the life that they choose to first and foremost. Scott: Right. Joe: Some of them that’s all about building value and exiting and others it’s all about taking care of others. Rachel; I had a conversation with one of your followers, listeners, attendees, whatever you want to call them, Rachel we don’t use the last name but an amazing story. She’s building a business so that she can help others. Scott: Yes. Joe: She’s going to make money off the business but that’s not the focus. The goal is to be able to use that money to help others foster children charities and things of that nature; really good people. You’re building good humans which I think is terrific. You’re surrounding yourself with them as well. Scott: It’s pretty awesome. It’s funny Joe I was just listening to the Ask Scott session that we recorded there live at Brand Accelerator and it just happened that the one lady came up and was telling us about her problem and her problem was is that she was wondering how she was going to keep up with the amount of scale. And I said that’s a real bad problem to have. And I knew you were in there; I thought you were in there and I called you out and I go I think this is a question for Joe later kind of let him help you on that. But it’s really; it’s pretty rewarding to sit there and think to yourself I had something to do just because I showed up, pressed record, and started helping people. That right there that will; to me that surpasses any amount of money that I can make from a podcast is hearing other people’s stories and how they’re set up now to really live the life or maybe donate to their charity. That’s like again the effect of the take action is the effects of that we’re able to do the ripple effect on other people but also on your life and your business. So it’s really about the ripple effect all the way through. Joe: Yeah, not necessarily about just building that business and exiting it. It’s everybody involved along the way. Scott: 100%. Joe: That lady was Karen by the way and she did have some good problems, right? People wish to have her problems. Scott: Growth every year, year after year, and I don’t know… Joe: Yeah. How do I keep up with buying more inventory? One of the things that you talked about which I think is really, really important both in the book and on stage and I’m going to just summarize for anybody listening. This book really encapsulates everything Scott’s done in his life and what you’ve done in your life, Scott. But then it also gives a pathway to taking action and seeing what the impact and effect of that action is. But someone said look I’m busy I’ve got a full-time job. I’m trying to do this. How did you find the time for that? How do you find the time for this if you; you’re an advocate of don’t quit your day job if you have one do a little side hustle and build this over time until it’s safe to exit. How would you address that question but Scott I just don’t have time? Scott: Yeah and I actually I address this on stage when I came to that point because I shared my story that I was working 60 plus hours a week for my father’s company running I think was like 13, 14 guys at one time that were underneath me making sure that those jobs got done. So I was always the first one there and the last one to leave like always. On the side, I was building a house from scratch. I was like 25 years old. Joe: That took a little time. Scott: It took me 11 months. And I remember Joe my mother in law lived up on the Hill. She lived probably I don’t know maybe 500 or 1,000 feet. She was up on a hill though and she could look down and see the property. We had two acres. And I remember one night I wanted to get this one spot on the house done outside. It was up in the peak. I had a 30-foot ladder up against the house and I had floodlights out there at 2 o’clock in the morning because I wanted to finish. She couldn’t sleep because she was worried about me going to fall and I’m up there nailing up my siding because I wanted to get that peak done because I didn’t want to come back to it the next day and do it. And then I got up at 6x o’clock and I went to work. So when people say I don’t have time I don’t have sympathy for that because you probably have time you just are not really wanting it bad enough in my eyes. You know what you’re watching your TV show or maybe you’re taking an extended lunch break or maybe you’re just oh I need my 8 hours of sleep you know like get 6 for a month, right? I mean it’s not going to kill you but if you really want it bad enough you will find the time. And I’ve done it. My photography business when I was learning that when I was getting ready to leave my job I was up till 2 o’clock in the morning figuring out Photoshop. I was figuring out how we were going to do billing for our customers. Like I was figuring out all that stuff late at night and then I’d get up and I’d go to my job because I wanted it so bad. And I was so interested in it because I wanted it so bad. Joe: Yeah you are preaching to the choir if I’m the choir right now because yeah look the thing that I see consistently I mean I’ve done this in my life you and I have been self-employed for about the same amount of time and it’s always started with a side hustle and then work like crazy. As you are building that business you’re not really making a whole lot of money. You’re not taking anything out and oddly enough when you’re making the most money is actually when you’re not working as hard in my experience. Scott: Right. Joe: You get it up to that level and it starts to just; it’s a scalable business. And with that scale, it’s starting to generate enough revenue to kick off and then you can quit your day job and then you can live that lifestyle that you want. It’s hard though when you’re a hard worker and a hustler like yourself and like so many people that are listening. How do you shift from that I’m used to working, I love working, I’m going to work, I’m going to work, I’m going to work to I’m going to sit down and I’m going to have coffee and breakfast with my wife every day by the pool at 8 o’clock? Do you have the discipline to really reschedule your downtime? Scott: You definitely have to schedule it for sure. You have to schedule it and I’m getting better with that like I’m still not perfect Joe. I have to make sure that at 6 o’clock at night that’s my cutoff. I’m not going to do anymore posting and I’m not going to do any more answering. It’s hard because we can work as long as we want. And when you start to see momentum you want to work more because you want [inaudible 00:24:18.18]. But I’ve made it very, very clear in my life that I want to have that time. I literally wrote out a vision board and really I created a video years ago that I wanted to see come true. It wasn’t like you know the woo-woo stuff but it was like what am I working towards. And one of them was having a coffee and breakfast with my wife. And so here we are many years later and literally, I just got in now. I mean I started my day today at 10 o’clock in the morning. I had a first interview at 10:00. I dropped my daughter off the school at about 7:45. My wife and I got back here. We went out to the pool. I had coffee. I was out there with the dogs. I had my laptop. I was answering a few emails; doing stuff. I’m out there chillin’ with my wife hanging out. And that’s what I want my life to be. Now could I be doing other things to try to make the Amazing Seller bigger or my e-commerce businesses bigger? Yes, I could but I choose to; like that’s kind of like my time. You know what I mean? Joe: Right? Scott: And I do think it’s hard. You have to be disciplined. A lot of people say Scott I could never do it. I would never get any work done. Then maybe you do need a job. Joe: I’ve heard that often. I couldn’t work from home I could never get any work and that’s just discipline. It’s focus and discipline. Scott: 100%. Joe: We’ve gone from how do you find the time to do this extra side business and side hustle and grow it to how do you schedule your downtime so that you could work. You don’t need to as much but scheduling your personal life to make sure that you’re there for your family and things of that nature. My kids are older than you. Well, not actually mine are 16 and 18 right. You’ve got 21? Scott: 21, 14, and 11, yeah, Joe: So I’ve driven my kids to school from kindergarten right up until last year when my oldest got his license and it’s an honor, right? It’s a privilege and an honor to be able to do that. And when they look back someday that’s what they’re going to remember. They’re not going to remember that Dad was making more money or something like that. So from finding time to scheduling time; your book specifically talks about all of that in your life and creating the mindset of action and everything you’ve done in your life. But can you address like a little bit of the how to’s in terms of building that future proof business and the steps that you go through with the folks that are listening. Scott: Yeah. To me, it’s very, very simple and even if you’re looking at this because I know people listening here are probably looking to possibly buy a business or sell a business. Here’s the deal. Like whenever you’re looking at an opportunity you want to first see if there’s a market already there. Like a lot of people say I want to invent a market. That’s risky because we don’t know; I mean if you ever listen to Shark Tank they always say has the market validated the product? No I don’t have any sales it’s in pre, or we’re kind of building this thing out, it’s in pre-production, or we’re in like the pre-stage and they’re like come back to us when you have sales that the market actually voted and said we actually want and need this. So the market is critical. You have to have a market. Now I’d like it to also be a submarket. So we could talk about like and I always talk about the bass fishing. So if we went like fishing we would niche it down into bass fishing. If we wanted to go one level deeper we could go kayak bass fishing. And then we can really own that category and then we can also build out of that category to serve a wider part of the market. But I always like to look at the market first. Then from there, I want to see what’s the potential in the market? And that could be going to Amazon and seeing how the products are selling using a tool like Jungle Scout or whatever tool you want. We have these tools that let us know the market’s buying these products. Now we can either sell those products ourselves as our own brand or we can affiliate market those products. We can do all kinds of things. So I want to validate that there are actually sales being made there. Joe: Let me just stop you for a second because some of the language you’re using I don’t know if everybody knows it. Talk about the affiliate marketing aspect of it because it’s a brilliant path that you educate people on taking. Scott: And I’m going to be doing more of it Joe; I got to be honest with you. I was just thinking about this this morning I’m like man there’s so many things that I could cover just for getting back from Brand Accelerator Live. People get stuck at the I’ve got to launch products or I’ve got to grow mine. If you bought a business; right now if you bought a business and you’re thinking I don’t want to launch a whole bunch of products because it’s something a whole bunch of capital. Why not take the content side of things. Build out traffic and start putting out products that are related to your product as an affiliate bringing some revenue but also get them to vote that the products that you’re putting out there from them they want to buy then you can private label them. So I think it’s an easier way to get started. If you’re just listening to this and you’re getting started, the easiest ways to start looking at the market and how much traffic the market has. And then from there can you get in front of the market by getting attention by posting content, building an email list, like getting attention with influencer, whatever. Then you can start to say okay all these products I’m not going to private label all these it’s going to cost me a small fortune. I’m going to start putting products out there like a kayak bass fishing boat. Like I might do that but I’m not going to sell it as my own but I might do an affiliate offer for it. So basically on Amazon, we can use their whole catalog. We can become an associate for them. And it’s not going to be a ton of money it’s 4%, 8%, depending on where your bracket is; the category but it’s a nice easy way anyone can get started. It’s not going to cost you hardly anything to set up a website and to start posting content. You can write it yourself or have someone else write it and then just start building that over time. Joe: It’s a great way to go back to discovering your market as well because as you niche it down people are going to buy certain things and you can say okay well that one’s much more popular than the other. Scott: 100%. Joe: The tools like Jungle Scout do that very, very well. But this is an action you’ve got proof in your own bank account which ones they like more. What about the multiple channels. You and I have talked about this before. We talked about channel diversification. That’s something you talk about quite a bit here as well. Scott: Yeah. Well, I think again there’s a lot of businesses that are very successful and you sell these businesses just Amazon FBA. We got someone in my inner circle that bought I think 3 businesses from you guys already. Joe: 3. Scott: Big businesses too; crazy amounts. I mean one of them is doing like 6,000 units a day like insane. Joe: Yeah. Scott: And you know what I mean? So it’s massive. So the potential there is huge but also I look at like there’s a little bit of risk there because if that channel decides to go away or they shut your account down there is a potential. So I want to build a back end support there in some kind. So I want to start building content. I want to start getting my own traffic so that way there I could lead people over to my Shopify store or I could leave people over to my channel if something shall happen. Now if it doesn’t; great, keep using that. And I don’t; I never tell anyone not to use the channel. Use the channel. Leverage the heck out of it. Drive traffic to Amazon. Build up your rankings. Do all of that stuff. But I do think that having your own email list is a must. I think having your own content, your own home base I call it; your own blog, your web site so this way you control that asset. And to be honest with you Joe like I’m really interested lately and I think I talked to you about it, content sites to me are never going anywhere. We’re always going to have content sites. We’re always going to have information that people are going to be searching for. So for me what I’m looking at doing is starting something and building it over the course of 12 to 18 months. Now listen to what I just said there over 12 to 18 months not 3 days or 30 days. It’s going to take time for the search engines to kind of pick it up and get it indexed and all that stuff. And if I can build that piece of property like I used to do in the construction days; I find a piece of property, I build a house on it, I get some revenue coming in by renting it out, and then I might want to sell it. That’s kind of what I’m thinking about. And there’s ways you can do that without even having to launch a physical product until you get to the 12, 18th month. Then you can decide what you want to do. But you can start getting revenue coming in from affiliate offers, from AdThrive, Mediavine, any of these other networks just from the content coming in. So for people that say I can’t get started because I don’t have the capital, I don’t have the know-how, I don’t have the time, do something like even if it’s just building out a content site over the next 12 months do that. Just do that. Joe: Yeah I think again taking action, right? Scott: Yeah. Joe: We just got to say that whole lot here; the take action effect. This book as I’ve read it and as I’ve talked to you, you are an interesting mix of inspiration and how-to; and you are the book. That’s what emanates. You call it a pivot I call it it is what you are, you’re inspiring people to go beyond their current capabilities or to get started and take some action but you’re also teaching them how to do it. So it’s a nice blend of both and was that the main objective of the book itself? Scott: It was actually a little bit difficult and to be honest with you Joe because I didn’t want to just be let me show you how to start a business. I wanted it to be for someone also that has a 7 figure business right now that are 100% dependent on Amazon they read the book and they go oh I can do all of these other things and then probably bring in more revenue, bring in more traffic, get a better multiple when I go to Joe Valley and Quiet Light. So I was looking at two different paths. So as you’re reading the book you’re going to hear me talk about if you’re feeling stuck at your corporate job right now and you feel like you can’t get out of it here’s what you could do but if you already have a business you should do this too. So it’s kind of like you’re serving two camps. And it was kind of hard when I was going down that path because I wanted to really talk to both people not just the person starting. Joe: Yeah and I think it’s an important message for both. For those that have bought a business that want to diversify beyond Amazon and those that are listening to their spouse and that spouse is saying honey we’ve got a great gig here you’ve got health insurance and a retirement plan are you crazy you’re going to buy an Amazon business and [inaudible 00:34:05.8]. No, you teach them how to do something on the side as a side hustle and let it grow and take less risk but still have that that additional income down the road or a decent exit as well which boosts the retirement plan. Right, Scott? The book itself again folks it’s called The Take Action Effect; Mr. Scott Voelker from The Amazing Seller and beyond. The beyond card is you just do so many other things. How do people find the book; where can they go, what do they need to do to get this in their hands and learn everything you’ve talked about? Scott: Yeah, just go to TakeActionEffect.com and there’s just a simple page there. It’ll tell you a little bit more about the book and it’ll lead you over to most likely Amazon you get paperback hardcover or the Kindle; pretty affordable to be able to take this information. I don’t think people are taking the value in a book is much as they should. It is a way for you to really understand me and my story but also who I’ve helped and who I want to help. And it allows us to start that relationship because I’m all about relationships. And I want to be able to build a relationship with you way before you would ever hire me or come to one of my workshops or inner circle or whatever. And this book is a way to do it. It’s a really, really small investment to be able to really get you thinking differently because the way I look at it Joe is we’re installing the Take Action mindset. We’re taking this to where you think you know what I don’t think I can do this and by the time you get done with even the first; probably quarter of the book you’re going to feel like you’re going to conquer the world. And that’s what it’s really all about. Now, Joe, before I do end this I’m going to ask you a question. Joe: Yes? Scott: I want to know one of your take action moments. Joe: Okay. Scott: What’s something that you can recall that you’re like if that never happened my life would be totally different. Joe: Let’s see. Well going back to your vision board I did something very similar once upon a time and it was a Tony Robbins program writing down my goals and envisioning what they are. And I literally; and this is I described my life; I put it all down from the lifestyle that I wanted to live and the type of woman I wanted to marry. Lo, and behold within 6 months I met her. Scott: Wow. Joe: I showed her the list maybe 18 months later and it described her to a T. So that is a Take Action moment for me in terms of writing that list down. Now it changed over the years in terms of my goals. At one point I wanted to have the boat in the harbor in Portland Maine. Well, I live in North Carolina right now that’s not really going to happen. And I didn’t want it once I had kids. I couldn’t really spend much time with them on a boat in that situation. The other one Scott when I’m at Brand Accelerator Live is; I mentioned it before we started recording, is that I have taken action on moving forward with my book as well. We’re not going to talk too much about it. I’m going to drop a little hint in here and then I’ll be quiet for 12 months. But it’s something that I’ve talked about for many years and I’ve tried and I’ve tried and I just haven’t gotten it done. And you’ve inspired me to get it done. And some of your tips in the book itself have allowed me to sort of bullet point what I need to do to take more action and get it done; so two impacts right there and I think is going to make a huge difference for me. But again it’s not always; like Rachel says it’s not always about me or her. It’s about how you can help others as well. And I think you’re doing that. You’re helping others first and it’s benefiting you. And I think it’s the best way to go about it. So thank you, Scott, for being my friend, for being my colleague, for being on the Quiet Light podcast. I hope to see you on it again. Scott: Thank you so much, Joe. I appreciate it, man.   Links and Resources: The Take Action Effect Scott’s Website Scott’s Podcast Scott’s YouTube Channel