The Quiet Light Podcast

One of the misconceptions people often have about Quiet Light Brokerage is that most of our transactions are e-commerce based. In reality, we have got quite a sizeable number of SaaS deals in our portfolio as well. Today, the Saas CFO Blog founder Ben Murray is here talking about his career, the blog, and his passion for sharing the metrics founders need for better planning and forecasting. Through his blog, Ben shares his passion for organizing the numbers, implementing SaaS metrics, and forecasting. Ben’s advice is all about getting the lumps out of the profit and loss. Anyone looking to learn more about the topic both from the acquisition and the ownership side, this is the guy to know and this is the episode to listen to. Episode Highlights: The value in forecasting. Why do it in the first place. Things that proper forecasting might protect your business from. Software recommendations for businesses looking to get started with inputting the financial data. Types of metrics that are important for the owner and potential buyer to dial in on. The Rose Metric. Numbers a potential buyer should be looking for in a healthy acquisition prospect. How deep should the buyer look into the metrics? Warning signs to look for in a business evaluation. The why behind the data. Healthy levels of sustainability in the balance between recurring revenue and sales/marketing expenses. How Ben became so interested in the SaaS arena and why he feels compelled to share his knowledge with his readers. The cash runway forecast model. How to get started in forecasting. Transcription: Joe: Mark one of the misconceptions about Quiet Light Brokerage is that some people think we do; the vast majority of our transactions are e-commerce related when in fact we’ve got quite a sizeable SaaS component as well. And I understand you had Ben Murray from SaaS CFO on the podcast recently. Mark: Yeah I just recently became familiar with Ben. I was going out and taking a look at some of the people that are writing in this space and just kind of doing some research trying to expand our network in this area and I happened upon Ben’s blog and I was absolutely blown away. So Ben is a CFO obviously and specializes in the SaaS arena and talks a lot about the metrics that we want to be able to track in the SaaS world for better forecasting and better planning on the part of SaaS founders. So naturally, I thought I had to have this guy on the podcast. We also sponsored a little ad in his newsletter as well to promote David’s webinar. David Newell for those of you that don’t know recently did a webinar on how to solve a SaaS business for 6, 7, or 8 figures. We’re going to include those in the show notes we’ll also make sure that we advertise that in our weekly newsletter if you don’t get that; a really, really well received. We’ve had hundreds of people attend and have had great response from that webinar. We partnered with Ben to help promote that webinar as well. And as I told you Joe just before this call he knows more about SaaS than you and I will ever really know because he lives and breathes this on a day in day out basis. And so we talked a lot about some of the metrics to look at, how to think about some of the metrics, how to calculate some of the metrics in a way that makes sense because we know that we’re supposed to be tracking some things like lifetime value, churn, and everything else but how do you actually construct these calculations in a way that makes sense for your business and then forecasting as well. So the topic; I’ll be honest, I got a little wide-ranging with my questions because I wanted to ask him every question at once. And it was difficult to stay focused because I wanted to ask every question at once but there’s just some really cool nuggets in this podcast including one that you and I talk about all the time and that’s cash versus accrual accounting. Joe: Yeah, most people think about it only in terms of e-commerce but SaaS and content they’ve got to do it as well just to get the lumps out of the P&L. Mark: Yeah I mean look it just comes down to this basic concept accounting; double-entry accounting system has been around for a long time and it’s been around for a long time because it works. And so we should be making sure that we’re actually paying attention to our books in the proper way and understanding what sort of insights we can pull out of this. Ben talks a lot about the need for forecasting which is something that I’m increasingly growing aware of as being an important tool for business owners. And we talked a little bit about how to do that in the SaaS world in this podcast as well so it’s super interesting. And I think for anyone that’s interested in SaaS both from an acquisition or an ownership standpoint, Ben is a guy to know, this is a podcast definitely to listen to. Joe: I’m looking forward to listening to it myself. Let’s get to it. Mark: All right I have Ben Murray from the SaaSCFO.com, Ben thank you so much for taking the time for a conversation here on SaaS businesses, CFO and everything metric heavy. I’m really excited for this conversation. Ben: Thanks Mark, it’s great to be here. Mark: So let’s start out pretty simple and give just a quick background on yourself; what you do, and also a little bit about the blog. I found you through your blog the SaaSCFO.com but a little background on yourself so that our listeners know who I’m speaking with. Ben: Sure yeah. My name is Ben Murray and I’ve been in finance and accounting for the past 20 plus years and my background has been airlines and software specifically SaaS. And so I’ve been a SaaS CFO for about the last 8 plus years or so. And about 3½ years ago I started blogging at the SaaSCFO.com where I just wanted to share my metrics, models, templates that I’ve been using and creating over the years and hoping that others will have; they could use those and implement the models and metrics in their businesses right away. Mark: Yeah and look there’s a lot of people that write on this material, right? I’ve come across a lot of different blogs that kind of become this intersection of marketing and metrics and company structure and everything else. Yours is really focused on metrics and metrics from a kind of financial outlook perspective and probably a deeper dive than I found in most other places. So I can definitely really, really appreciate what you’re doing here on the blog and some of the information that you share. I want to start off with just kind of a big question, your website title is Ben’s post on SaaS metrics and forecast; pretty simple. I want to talk about that second half there and the forecasting side of it. I know a lot of business owners and even buyers who are looking at acquiring a business look at forecasts with a bit of a skeptical eye and wonder well what’s the real value on them? Now I think people that are growing businesses at a higher level tend to see the forecasts and see the value in them. But I’d love to pick your brain a little bit about the value in forecasting and creating a good forecasting model and maybe what the foundations are for that. So why don’t we start with that first question as why forecast in the first place? I mean isn’t it really more wishful thinking or is there a real science behind this. Ben: Yeah there’s definitely a science behind it because it really leverages your operational understanding of your business and I really feel you can’t forecast until you know where you’ve been. So really understanding your historical financials, all the metrics around that, and then once you have that then you can put a very good forecast together. But if you don’t understand your current financial state it’s going to be really hard to create a forecast and obviously, the number one thing is cash, right? Cash is king. So if cash is tight or you think it might be tight you definitely need that forecast to balance resource requests versus cash balances. So that’s number one. After that say if you have decent margins then again it’s really understanding where your revenue is trending; your margins are trending. And as you scale so you don’t get in trouble down the road; if you hire too fast, invest too fast. So forecasts it’s definitely I’d say part of science part of intuition but it’s really critical I think in any business as you scale and of course just understanding your cash and then the metrics that are coming out of your forecast. Mark: Yeah, what are some common areas that you see people running into with a lack of forecasting; just kind of sticking their finger up in the air and feeling where the wind blowing today as they’re growing maybe a rapidly growing business. You already mentioned one, hiring too fast and bringing on too much support staff maybe anticipating more growth in the future. What are some other things that proper forecasting might be able to protect you from? Ben: I think when you create that first financial forecast and you have been forecasting it really exposes areas in your business that are kind of weak data-wise. The number one thing is like booking; tracking your monthly bookings whether that’s MRR or ARR basis you need to know when new lows are coming in or new customers are coming in any expansion business churn downgrades. So that sometimes exposes that tracking. You’re going to be kind of revenue forecast together. It all starts with your booking patterns. So that’s one thing. And then it’s just basic stuff. What’s your current MRR? What are your current customer accounts? How many paying customers do you have so you can put again that revenue forecast together and then it’s just understanding where you spend. You know one big thing that I see with SaaS firms is that they’re coding all their expenses to one big bucket. And I think once you reach say a million or two ARR you really have to have more sophistication in your financial forecast than you’re coding expenses to buy an apartment because without that you really can’t create any SAAS metrics from that. So you really need clarity around your expenses as well to see that quite a bit. Mark: Yeah and so much of this when I give presentations at a conference and I get to the part where I’m talking about keeping good clean accurate verifiable books I get the sense sometimes that it gets glossed over. And I talked to a lot of entrepreneurs who say yeah I know my books are important but then when you find out are they actually managing them well we found out that they aren’t and because it becomes sort of an afterthought to it. But what you said there at the end I think is so clear. Once you start having good numbers brought in to the business and you’re starting to analyze these numbers it brings clarity to the business as well and being able to identify maybe the risks that are actually present in your company that you aren’t seeing because you’re not looking at the data. A lot of what you’re saying here about forecasting, of course, requires keeping track of the numbers in the right way and you need to start somewhere. For somebody that’s maybe at the smaller end of the spectrum in a SaaS operation, say sub one million dollars in revenue what sort of recommendations do you have to make sure that the data that they’re getting is A. getting input correctly and categorized correctly and B. do you have any recommended software any recommended systems that you would start out with? Ben: Yeah I wrote a post because that was a question I was getting a lot on what SaaS accounting software can you recommend. And of course, when I speak with founders 9 out of 10 times their financials are in QuickBooks . So that’s kind of a ubiquitous accounting system out there. And I’ve seen all sorts P&Ls but really it’s good organization to your expense categories. Not having too many. Sometimes you see a QuickBooks P&L and it’s 50 expense categories and you’ve got $5 posted in February and 10 the next month; just too much detail on that where a SaaS company is really 70 to 80% employee wages, benefits, taxes, etcetera. So that’s the big thing is getting to know your wages classify them correctly; encoded by department. Then it comes down to travel, rent, commissions, so they’re big expense categories that are common within SaaS, advertising, that you want to see those coded and classified correctly and kept track of each month so you’re not getting behind and have very lumpy financials. So that would be the big thing is just to clearly categorize P&L by expense category and then obviously the other one is just not applying proper reverec which you can’t blame SaaS founders that saved some 1 million but they’re not playing proper reverec to their revenue. But eventually, you will need that in order to calculate again good metrics, good gross margin and so forth. Mark: Can you explain that last part a little bit more? Ben: Yeah, about the reverec? Mark: Yes. Ben: So often rates with an MRR business it’s not as pronounced where you invoice monthly and recognize monthly but with annual contracts say quarterly, semiannual, annual, multi-year contracts you see a lot of SaaS companies posting that revenue right to their P&L. So, for example, a $12,000 annual contract that should be advertised and recognized over twelve months. They’re posting twelve thousand in just one month. You’ll see very lumpy revenue that it could be 50 or 100,000 in one month and it’s $1,000 a month the next month and I’ve even seen negative in some months. And with that, you really cannot manage your SaaS business without a proper reverec and that could be finding a SaaS accounter bookkeeper who is familiar with the SaaS business model. But without that, you don’t know your gross margins at all. You really don’t know what’s going on with your business kind of on a good steady run-rate basis. So again under a million, I get it. A million and two and scaling you definitely have to get to that point. Mark: Yeah. And so in our world again we’ve talked about this a lot on this podcast and pretty much every chance I get. And it’s that simple difference between accrual and cash basis counting, right? Instead of saying oh I just got $12,000 in on an annual contract saying well I have an annual contract which means I need to service this client for the full 12 months and that equates out to $1,000 a month which I’m earning as I go along with this contract. It’s kind of a foreign concept to a lot of people. But again the importance here is not treating the P&L like a statement of cash flows only and treat it again as a profit and loss statement. I would imagine Ben, this is something I didn’t see on your site but I’m sure you’ve covered because your site is extremely comprehensive, it would make sense at that point to look at your financial statements and understand the balance sheet is going to be important in here as well. What role do you see and let me see if I can back up; I’m kind of all over the place right now but I’ll ask this in a very basic way. I know a lot of people are kind of scared or mystified by the balance sheet. How much emphasis do you think people should put on actually getting familiar with the statement like that or do you think it’s more important to look at some of the other metrics instead and focus on those? Ben: Yeah I think say as a founder-owner you do need to understand the balance sheet to some extent because the SaaS balance sheet is a little different than others. One obviously is deferred revenue, so in the example, we talked about when you invoice that 12k it’s actually posted at the balance sheet as deferred revenue; as a liability, because you have an obligation now to say perform or to service that customer. The second thing with the new reverec standards you now have to capitalize the contract costs that arise when signing contracts with customers, for example, enabling commissions now that becomes an asset on your balance sheet. So that’s the second area that’s different with SaaS and that’s actually new and then, of course, capitalizing software development. You can also capitalize software development once it reaches technological feasibility. And again that’s another asset on your balance sheet. Other than that SaaS balance sheets are pretty straightforward but if you’re applying the proper accounting you probably will see; you definitely should see deferred revenue and probably capitalized commissions. Mark: Yeah I can kind of hear the collective groan from people listening thinking well I thought we’re going to be talking about SaaS metrics here and here we are back in the old accounting stuff but this stuff plays together, right? I mean when we go into some of the other more advanced metrics that you’re talking about it depends on having those books done correctly so that you can pull out the right metrics and the right ratios that you’re looking for. But let’s get into some of those other metrics and just kind of a very basic question here, what do you consider especially forward for companies that 1 million maybe 5 million 10 million and then above as we kind of work up the strata here, what sort of metrics would you generally say are really important for an owner or potentially an acquirer to really dial in on a SaaS business? Ben: Yeah I think once you’re past that early stage where you really have to manage your cash flow I mean it’s going to be your go-to-market, sales, and marketing efficiency metrics and that’s something I’m constantly looking at. So it’s really all; it becomes a lot about the go-to-market efficiency. One are your inbound or outbound sales engine and marketing engines and then one metric that’s a favorite of mine is cost of ARR, cost of MRR where you’re looking at your ARR and MRR bookings and comparing that against your sales and marketing expense to see how much it costs you to acquire one that new dollar or ARR or MRR; that’s a big one. And there’s a great survey out there, a SaaS survey put out by KeyBank each year that provides those private company metrics so you can compare how you’re doing against other SaaS companies who put data into that survey. So it’s a great benchmarking tool. But again there are a lot of sales and marketing efficiency metrics that yeah as you’re scaling, how efficient are you, how much cash is going to be required to hit your booking plan, and then really just that balance; it comes down to that balance between bookings and sales marketing. Mark: Yeah that’s great. Let’s talk employees it seems to be one of the costs that seems to kind of spiral out of control with SaaS companies on occasion right? The cost of supporting the clients can be higher and higher. You have something on the blog which I’d just kind of chanced upon which you came up with called the Rose Metric. Can you explain that a little bit? Ben: Yes sure. Again it kind of gets back to the concept that really a SaaS company or any software company is all about the staff; the employees because that’s the major expense or as I call merits that investment in the business around your staff. And you see that revenue graph that you metric out there is kind of a general gauge around efficiency which I think is just too high level; too generic. So I want to look at really it’s so important that your investing employees, that employees are happy because they are creating that software company; they’re creating the product. And really comparing how efficient are we in headcount wages versus the bookings coming in. So it gets you kind of a balance of as we scale what resources do we need to support our bookings plan or rounding plan and just see how efficient we are in acquiring new MRR or ARR against our kind of employee headcount or employee wages. Mark: Yeah it’s an interesting piece and again I’d recommend people take a look at the blog and kind of dig into some of these employee metrics. It’s one that we don’t see as much in our world and I think it’s an interesting one to take a look at. From a merger and acquisition standpoint if you’re a buyer coming into a business and trying to evaluate it where are you going to begin looking at a company’s books? What sort of numbers are you going to be looking at in trying to calculate within that first day as you’re trying to see is this a good opportunity and a healthy company? Ben: Yeah obviously the first thing you’re going to look at is just are they good books are you inaudible[00:19:12.5] accounting so they’re good financial statements. And then after that, it’s really understanding the health of the recurring revenue because a lot of valuations are based on almost full of ARR or MRR and then also EBIDTA. So really when I look at it you know it’s really looking into that recurring revenue; so the bookings data, what’s your gross dollar retention, net revenue retention, how many logos are you losing per month, how many dollars are you losing per month, and churn and dock rates. And then of course if you’ve got multiple products it’s understanding all of those metrics by the product lines. Because that’s what you’re really buying is the recurring revenue stream and of course any profitability or lack of profitability that goes along with that recurring revenue stream in the form of EBIDTA. So those are the same first things that I dive into is really understanding the revenue streams and then really the business model; what does it take to support that recurring revenue stream? Do you have tech support? Do you have CSMs? What’s needed support that revenue? And then, of course, another big thing is to go to market engine; understanding sales and marketing, how they’re acquiring customers, how efficient they are, and then of course looking into GNA, RND, the product roadmap etcetera. Mark: Sure absolutely. As far as dealing with a company with weak books like of we’re evaluating a company that maybe has this lumpy revenue because they’re recording everything on a cash basis. Are there ways that you can suggest that would not involve a whole deconstruction of books but maybe to be able to evaluate a business that has weaker books or weaker data tracking practices? Ben: Yeah if you really can rely on the financials for the revenue stream then you have to really build a backup through their bookings data or their invoicing data. So getting say a couple years of invoicing history of their subscriptions; so dollar amounts, start and end dates, it helps if you knew is this a new logo expansion etcetera so that you can reconstruct what the revenue stream should look like and then get back into you know what kind of expansion are you seeing, churn are they seeing so you can build out that revenue stream if it’s not; if they’re not [inaudible 00:21:30.3] to the financial statements. Mark: Sure. What would be some warning signs that you would look for an acquisition? Obviously, you said you would really look at the health of the recurring revenue. How trustworthy is it? Also the go-to-market cost as well. What are some things that would be just kind of a deal-breaker for you if you were evaluating a business? Ben: I mean a couple of things would be looking at again I think it’s going to be around churn and payback periods. So payback periods are extremely important. So how fast are you paying back those upfront customer acquisition costs. So one looking at their cash balance, of course, are they trying to [inaudible 00:22:10.5] fund working capital through lines of credit or debt that their business model isn’t quite working for some reason or the payback period is too long or they have just too much cash tied up in check. And then, of course, new logo acquisition, do they have the go-to-market model proofed out or product-market fit and then again just is churn under control, can they acquire customers but then can they retain them over time. So again those are some of the things that if you see warning flags; you might see some warning flags there that the metrics just as a whole don’t add up together. Mark: Right. You mentioned payback periods. This is something that I’ve ran into a number of times where I see somebody pretty plainly put out there hey my LTV is this my CSC is this so look I’m going to acquire the customer for 80 bucks the lifetime value is $400 and you’re going to make a great return on your investment on that. But when you dig into it a little bit deeper you find out that if you take like an 80% cohort, if you’re taking a look at the majority of customers the lifetime value is much lower. There are a couple of unicorns in there that are pulling in this really high value. What are some ways that you can recommend dissecting this when you get this kind of flat up numbers of my lifetime value is X and my cost of acquisition is Y so, therefore, you’re going to make that killing on this business. How can you sort of dissect that and actually get some better insights there? Ben: Yeah especially with LTV because that can be so sensitive to the denominator or what churn number you’re using as the dominator. So you really have to understand what inputs they’re putting themselves because that lifetime value can be all over the place. So again you mentioned cohort analysis, are they taking the cohorts, are they using aggregate churn or are you looking at really with check and payback periods you should be looking at it’s really a point in time like the cohort analysis that what’s the most recent cohorts coming in and the paybacks on those and also lifetime churn from the cohorts say from the past 12 months. So you really have to I think look at the details on the numbers that are building up into those formulas to really prove out what they’re saying that they can really claim great numbers. Mark: Yeah, it’s one of the reasons that LTV to me I’m not a big fan of that metric on its own I mean it’s interesting but I think it’s just kind of a live number way. It doesn’t color a whole lot when you’re looking at it by itself, right? It can really take you to a lot of different factors. Ben: Yeah and I definitely calculate LTV it’s interesting because I think SaaS metrics in isolation don’t mean much. You kind of have to look at the big picture obviously it’s LTV to check but also looking at cost of ARR payback periods. So maybe it’s one data point but it’s not telling the whole story. So I do look at LTV but again I think say cost of ARR or the payback on that is a much easier way to understand. And LTV I still think is kind of a ballpark because it’s always changing and it’s such a sensitive calculation that it’s not the number to just look at alone. Mark: Yeah. A question I get all the time from people and it’s really basic in your world so I apologize for even asking this but people ask me all the time well how am I supposed to calculate my lifetime value, how am I supposed to calculate my churn when I have people that are still; that have been with me from day one? And these numbers sometimes can be difficult to calculate because of that or even people that are dropping off but then coming back on and then dropping off again and then coming back on. Ben: Yeah. I hear that a lot too. Yeah especially if you’re a couple of years in you really don’t know your lifetime value yet. Again it’s just a formula; it’s a calculation so it’s a ballpark but you don’t really know true LTV yet if you’ve just been around a couple of months or a couple of years. And then the whole dropping off dropping on back on that’s where it just becomes almost company-specific that you really just have to define internally what does a new customer mean, when does it really mean that they churn so that everyone within the company understands that. And if you’re in any sort of M&A then that’s clearly; that you’re transparent with how you’re actually tracking those stats. Mark: Yeah. And I think that part right there that point is probably the key that I think is so important especially from an acquisition standpoint. If you’re looking to acquire a SaaS company and you’re just looking at the metrics on the surface how does that seller define those metrics within their own company and why did they set up those rules because with multi churn you can look at that in a number of different ways. You can calculate that number using different approaches the same way with LTV numbers you can use different approaches and get different results. So why did you choose a certain method; why did you choose a certain approach to this? And that’s the color I think from an acquisition standpoint that starts to get really important when you’re looking at any of these metrics is understanding the why behind what data is being presented and then the rules and applying a sanity test to it. Are these people just giving numbers because that’s what they’re supposed to pick or are they actually looking at these and using these metrics within their company, yeah just a really good point on your side as far as understanding the metrics and where they’re coming from? Moving beyond that cost of acquisition, moving beyond the lifetime value numbers and you’ve mentioned a few times the going to market costs as well, what are some health levels for the sustainability of ARR or MRR on a SaaS business. Ben: You mean as kind of as far as the balance between recurring revenue and sales marketing expense? Mark: Yes. Ben: Yeah, so healthy levels, the things that I look at and this is probably more mid-market enterprise but usually if you can acquire bookings for $1 of a new ARR for a dollar of sales market expense that’s pretty good. So again there are some surveys out there that kind of give you some benchmarks and that’s kind of you can say in whole new logo and expansions of course expansion in ourselves should be a lot cheaper than acquisition, maybe that’s 30 to 50 cents of sales and marketing expense acquire one net new dollar of ARR. So certainly it’s just that you look in and if it’s higher you just need to understand from that business why it’s taking longer and what’s the story behind go to market. Is that a longer sales cycle that’s impacting the [inaudible 00:28:48.6] so just different things to really understand their business model. Mark: That’s great. I’m going to just take a quick break from some of that heavy metric discussion here because we’re throwing around a lot of acronyms right now. How did you get your start in this rollout? You said that you had experience in the airplane industry and then also in the software industry. How did you get to be so passionate about this and kind of digging in as deep as you do? Ben: Yeah well I guess one that you really loved forecasting and financial forecasting though in Excel models and you kind of build-up that tool kit over time and just really enjoy it really understanding the economics of businesses and especially software is so interesting and yeah I did start in the airlines which is also kind of metric intensive and very financially disciplined and I kind of applied that to the SaaS areas. So I just noticed out there a lot of resources on SaaS but it didn’t quite I felt go far enough or really just give you the whole story and the template that they were using it kind explained it but then you might have to go do an hour or two of work to recreate what that person did. And so I said; I thought you could be a little different by just providing the exact models, the templates that I’m using and hopefully the bits and pieces of those would be applicable to some people in SaaS that they could incorporate into their business and I received great feedback from readers, subscribers downloading templates that it’s helped them out a lot, founders that are trying to do their first forecast. So I just wanted that kind of transparent value exchange out there and it’s just really from my kind of on the job experience as a SaaS CFO and just things I encounter every day that are pain points for me that could be pain points for others and just help them out with maybe something with a template that I’ve used to solve some of those problems. Mark: Yeah you have all these comments on the site from people who have written into about the resources and I love the one here that says great resources that save a lot of time and brain damage to replicate. It’s very true. Again there’s a really good stuff on here. You brought up forecasting again so I’m going to start to bring this full circle here back to forecasting because we talked about that and it’s a topic that I’m personally very interested in as well right now. You have a whole page here on the cash runway model. Can you explain that at a high level and maybe we can get into it a little bit? Ben: Yeah definitely because I have my financial plan out there that I live in Excel every day that I kind of take it for granted that other people can also open up Excel or just dive right in and for a lot of people it’s still a little too advanced so with kind of that you could say advanced side of financial planning model. So I tried to create something very basic and it is really inspired by a founder I talked to who said that he got some funding just with a super basic cash forecast. So I thought well how could I take that and just make it super simple say for founders and non-excel people to just start inputting even it really gets to their cash invoicing. So they really could forecast their cash balance and how long that balance is going to last. If they funded it and then they’re looking for investments that they could say hey here’s my cash invoicing coming up, here’s my headcount, here are some other metrics; that major expenses and then just forecast their cash balance in one tab. So that was the genesis of it just trying to really boil down to really something basic that founders and again non-excel people could hopefully use right away. Mark: Yeah. And you have this template available on the site. And you didn’t actually answer it’s kind of the question I was going to lead into and that is how does somebody get started with forecasting if they don’t have the resources for a CFO like yourself what are some basic models that they can put together to start forecasting their cash flow? Ben: Yeah, definitely. I think really it’s understanding their invoicing patterns; so what is your cash coming in whether that’s funding or just the invoices you’re sending out to your customers or their credit card payments they’re making online line through your site. So that’s really the first step. It’s just that cash in. And then it’s going to be headcount. Again headcounts the majority of expense for SaaS company so really and I’m quite informal as to how do we easily calculate and forecast that expense. So whether you’ve got one person 850 cut that into model, forecast that expense out. So the second thing again is headcount. And then any other major expenses, maybe it’s rent, maybe it’s tradeshow, advertisements, so it’s kind of that 80-20 rule start with those big expenses; start with the big invoices as a place to start to put together kind of a basic forecast. Mark: Right then as with all things you can refine that as you go along and improve it and make it more accurate and you can look back to see how accurate was our forecasting and get the insights that you need from there and be able to really plan out what’s going on or if you’re looking for funding obviously very useful for that as well. This has been really interesting and maybe a little bit of a scattered conversation because I want to talk about everything at once. That’s my downfall. I’ve never really claimed to be the greatest podcast host in the world but there is just so much here to be able to discuss. We are up against the clock at this point though and so I want to give you the chance to kind of round it out and with what you do you obviously have a passion for a lot of this in you being able to help out a lot of people. What are some of the common problems or common questions that you get at the blog and what would you say to SaaS founders currently operating a business right now or those that might be looking to get into this through acquisition? Ben: Yeah I mean the kind of questions or problems that I see really one is just how do you calculate this stuff, how do you calculate these metrics, what are the inputs? And that really comes back to just a nice clean P&L that you take the time; make that investment through your bookkeeper or accountant to really set up a well-organized P&L because that’s where all the metrics emanate from. And if you don’t have that it’s going to be really hard to calculate the metrics and really have that financial transparency to manage your business. So really again it starts with what’s your SaaS P&L and I try post on there on my site kind of walking through from bookings down to income; what the major components of the SaaS P&L are and again it’s getting good organization and good fundamentals there and then you can build upon it then you can start forecasting then you can calculate metrics. So again it starts with I think a nicely organized SaaS P&L. Mark: You know I had Babak Azad who was with Beach Body; he grew that company into a billion-dollar company and he was talking a lot about the metrics that they use there and I asked him a similar question about how do you get started; how can you start tracking this and his response was just what yours is and that is just start; you just have to start with it right. And your advice to start with a P&L and having that set up correctly. It’s what we’ve been preaching here at Quiet Light Brokerage for a very, very long time. Get those books in order. You want to have those books in order. It doesn’t matter if you want to sell or not. As a business owner having good financial records it’s irreplaceable. Once you get it you will be so happy that you’ve had it. But it starts with how you’re inputting it. I’ve run into bookkeepers; maybe you have as well but I run into bookkeepers especially when somebody hires them remotely who kind of don’t want to do an accrual basis books because they consider it to be more difficult but it’s the proper way to do it and as you said all the metrics derive from there. Alright, one last time Ben where can people find you? What’s the best way to contact you? Ben: Sure you can contact me through my site. It’s the SaaSCFO.com and then actually later this month I’m launching the SaaS Academy.com. It’s an online digital course for SaaS metrics and more so that’s coming out soon as well. But definitely my blog you can contact me through to the site. Mark: That’s fantastic. Thanks so much for coming on. I hope to have you on in the future. In the future, I’ll choose one topic and I’ll stick on that for the entire topic but thank you so much for this really good overview episode. I really appreciate it. Ben: Alright thanks, Mark. Thanks for having me.     Links and Resources: Ben’s Blog The SaaS CFO Ben’s Blog post: The ROSE Metric Ben’s Software Recommendations David Newell SaaS Webinar

In the world of e-commerce acquisitions, it is always beneficial to explore a transaction from both the seller and the buyer side. In today’s Beard King follow-up episode we bring you part two, the buyer. Raj Patel is a law school dropout who has been an entrepreneur for several years. He started to build Amazon businesses while studying full time. Being and entrepreneur and making more money as a student than he would have if he had followed his original career path led Raj to abandon law for e-commerce. Raj looked at over 35 businesses before pulling the trigger on Beard King, his first sizable acquisition. He is here to give insight into his search criteria, the buying process, and some of the ideas he has to grow his newly acquired business. If you missed Part 1, you can listen to it here. Episode Highlights: Raj’s background and how he found success in e-commerce. Why he began moving towards acquiring rather than bootstrapping. The new Amazon third party platform and any impact Raj fears for his businesses. The number of businesses he looked and how the search process played out. Whether any of the other deals explored in-depth came to offers. Why direct calls and face to face time between buyers and sellers is important. Aspects of the Beard King business that attracted Raj despite trends and competition. Raj’s retrospective view on what was done right and what lessons he can share from the acquisition. How he boosted his bottom line quickly. What he’s now doing to boost the topline. The foreign markets Beard King is focusing on and how Raj chose them. The sources of Raj’s experience, how he learns, and how he weeds out useless information. How he interacts with other entrepreneurs on a regular basis to avoid loneliness. How many hours Rajputs into the new business each week. Transcription: Mark: Hey, recently Joe I know that you had Nick from the Beard King on the podcast to talk about selling the Beard King. And today we have part two. You have Raj on who bought the Beard King. Joe: Yeah it’s a great follow up. The first one we get to see it from the seller’s perspective and then we get to see it from the buyer’s perspective. And Raj is pretty impressive. He is a young guy. He’s in his mid-20s, a law school dropout that became an entrepreneur. He was going to law school and building Amazon businesses along the way and realized that there was just no way he was going to make as much money in law school with the demands of law school and life in general afterwards as he is as an entrepreneur. And this is the first sizable one that he’s purchased and he goes through the process of the hunt for finding the right business, some of the criteria he was looking for, and some of the changes he’s going to make to the Beard King to help grow it over the next 12 to 24 months. Mark: Yeah you told me before that he had been looking for quite a while for a business and he looked at was it like 30 or 40 different businesses before he pulled the trigger on this one? Joe: Yeah, exactly. He’d made a couple of offers on other ones that we had listed, it just wasn’t in the right place at the right time in order to make it happen. So this one I think is going to work out great. AAs the audience knows that listened to the first one there’s a lot of IP around this one with utility patents, design patents, and it’s a big reason why Raj jumped on this very quickly. Mark: Very good. Let’s get right to it. Joe: Let’s go. Joe: Hey folks Joe Valley here from Quiet Light Brokerage and the Quiet Light Podcast. Today I have Raj Patel on the line with me. He bought the Beard King. We had Nick on the podcast last week talking about his exit as a seller and today we’ve got the buyer. Raj, welcome to the Quiet Light Podcast. Raj: Thanks for having me, Joe. How are you? Joe: I’m good man. But where’s the beard? I mean we chatted last week there was a little bit of stubble I was expecting a big bushy beard today; what’s going on? Raj: Unfortunately I am not the Beard King. I can’t grow a great beard but I do know business though. That’s my thing. Joe: You do know business that’s for sure and at a young age; we’re going to get into that a little bit as well. Why don’t you tell everybody listening who you are, what you’re all about, what your background is? Raj: Yeah pretty much my name is Raj Patel and I’ve been doing about e-commerce; it’s my 5th year in I would say. And I primarily do Amazon FBA but we do some; I do own a couple of sites as well that we do direct to website sales as well like Shopify and those platforms. But yeah primarily we’re doing; about 80% percent of my revenue is coming through Amazon FBA right now and riding this wave of how well e-commerce is really doing and this market is just exploding right now. Joe: And if I recall from our conversations you’re 25 years old and were on the path to becoming attorney and said I can’t do that, I’m not going to make enough money. I want to be independent, I want to be an entrepreneur and live this life. Is that right? Raj: Right. That’s pretty much true. Yeah. Well, I just turned 26. But it was one of those things where I was making more money while I was in school than I would probably make with a job after I graduate. So I was kind of one of those things that didn’t quite make any sense for me to continue that path and I was enjoying what I was doing I got to travel. I’m still traveling all the time and I’m kind of reaping the perks and just growing businesses. Joe: How many have you purchased; was Beard King the first actual purchase or were the other 2 or 3 that you might own are purchases as well or did you develop those from scratch? Raj: So I developed 2 from scratch and those are the ones I started with about 4 or 5 years ago when I was experimenting and I still have those 2 today. And I purchased another and then Beard King would be my second purchase. Joe: I got you. Raj: I moved away really now from starting my own businesses because I’ve accumulated the capital so I’m moving more towards acquisitions and finding the right fit and brand and adding my spin to it and sort of the knowledge that gained in the last 5 years in defying that 3 businesses. Joe: That’s interesting you know we’ve had Walker on a podcast, he wrote Buy Than Build and then Amanda Rob another advisor here at Quiet Light took another approach which is bootstrap, build, and then sell. You’ve bootstrapped and built too but you’re now because you have the capital buying. Do you find it’s easier to get ahead when you’re buying something because there’s revenue that’s already being produced or is there; what’s the sort of logic between buying now versus taking the time to build? Raj: Right and to me, it’s kind of a timeline thing. I’ve always been sort of aggressive in terms of expanding and it’s to a point where if I start my own Amazon business, I’m looking at a year or 2 out before I can really see the return on my money in terms of the marketing, getting trademarks, getting brand registry, doing a whole bunch of things; graphics, creative, getting all that stuff together as well as building the supply chain in China or wherever you’re supplying from and it’s really a time thing. I know the work that I put into my first 2 businesses and the timeline it took me to get to where it’s at now which was it took quite a bit of time and a lot of work while I was obviously doing other things. And now that I have the capital I’m able to skip those 1 to 2 years of just hard work; not hard work but that sort of figuring things out period and get right into the top where I’m already getting a cash flow positive business that I can just keep adding to it really. Joe: Yeah. And if you hadn’t started those other businesses you wouldn’t have been able to buy the Beard Kind. You wouldn’t have gotten capital. So there’s no perfect process or method for everyone. You’ve got to take your own path. It sounds like you took one that definitely worked for you and now you’re evolving into a buyer instead of a builder. Raj: And I would say for anybody who’s looking to get into it you know it always helps to know kind of what you’re doing too. If you have a little experience that’s going to help but that learning curve won’t be as drastic. So kind of what I know and now that I’m able to pick these businesses I kind of have these 5 years under my belt I can figure out what I generally want and how I can improve the businesses that are out there. So I feel confident purchasing. Joe: So let me grill you with a bunch of questions as a buyer given that you’ve just gone through the process and on this one in particular. It’s mostly an Amazon business at this point it started off non-Amazon, right? Shark Tank, Shopify, things of that nature and now it’s mostly an Amazon. As a buyer, as an entrepreneur, how much do you fear the Amazon third party platform and things changing there and having an impact to your business? Raj: Yeah I think that’s a pretty big concern for everybody because they’re thinking oh well I only have one source of revenue but the truth is if you expand to a whole bunch of different markets on Amazon you’re having kind of multiple streams of income. It’s not just you had to stick to the US and that’s it. People always forget that there is a lot of people in the world and expanding; it’s not like you’re putting all your eggs in one basket. And the way e-commerce is kind of going is Amazon is kind of just out there killing everybody right now. So it seems like though you have to follow this path and if you continue trending upwards Amazon looks like it’s the way to go right now. Joe: So you’re comfortable with the risk on Amazon and you don’t think it’s going away. Raj: I don’t think so, no. I still think it’s relatively new and the idea that a couple of years ago you can never build a business like this out of nowhere. First, it was always you take it to retail, you build the supply chain and you’re talking 2 to 3 years of just negotiation and relationships and now you can build an entire platform, a business in like a matter of 2 to 3 months which is crazy to think. Joe: Yeah. Raj: Things change over time and you kind of have to go with the flow and that’s what; this is where it’s at. Most of these businesses; Amazon’s made it so it’s automated for you and you can run these businesses and pretty much just continue to grow it. And whether it be on Amazon’s platform or somebody else’s or it changes over time you just have to be willing to change with that too. Joe: And when you were on the hunt for a business to buy were you specifically looking for something that was Amazon based or were you looking for anything that was e-commerce physical products and you didn’t care what they were selling. Raj: No I did like the Amazon platform just because they allowed me to; I do a lot of other things during the day as well and the one thing about the FBA platform is you can really optimize everything that I don’t have to put in 30, 40 hours a week. I can kind of put it on autopilot and set it. But the other main thing was ad spend is getting kind of crazy in terms of running Facebook ads and Google ads and all that stuff. It’s kind of getting really expensive and I’ve been noticing the last 1 or 2 years with the drop-shipping model that really pushed up the cost for acquisitions for these and getting clicks. So I was kind of trying to stay away from that because that was something I couldn’t really control. I couldn’t really control how much I’m going to spend on ads with Facebook and all that but I could kind of control my supply chain and have a relatively good idea of what my margins would be on Amazon. Joe: I got you. Okay, just out of curiosity how many businesses in total did you look at in the process of finding this one? Talk to us about that process because some people say they’ve been looking for a long time but they never actually looked at a full package or they’ve made 9 offers they must be doing something wrong. What was your process? How long you have you been looking and what was your process? Raj: I would say I was looking for a solid 4 to 5 months I would say and I was looking pretty aggressively. Every day I would look at at least any; I was subscribed to every single email list out there whether it be Quiet Light or whatever other brokerage; everything and I contact; I don’t just subscribe to a contact list. I’ve talked to all the brokers and I would look through all the memorandums and all the offering material. I look through from top to bottom because to me I was always learning something in those. It didn’t seem like it was a waste of time for me to read an offering material. You kind of learn how people worked their businesses and you can really gain a lot of knowledge just from reading those as well. So it was never like I didn’t; I just skimmed them, I read all them and you could see on my; I don’t know within half an hour I’d probably have signed up or whatever new businesses out there and getting their offering memorandum. So I would say 4 to 5 months of just aggressively looking for the right fit. Joe: And in that 4 to 5 month period how many; rough estimate how many listings did you look at in detail where you’ve looked at the full package? Raj: I would say probably more than 40. Joe: Wow. Raj: I’d say 35 to 40. And some of those weren’t exactly Amazon FBA because not that many FBA businesses are available as you would think in the market that fast. I mean when I was looking I wouldn’t see more than I don’t know and in a month maybe 3 or 4 new businesses would pop up that was something different or something that fit my criteria really. Joe: Okay, and of the 35 to 40 that you’ve looked at how many offers did you make? Raj: 3 to 4 offers I would say I have made on businesses. Joe: Did you two go under LOI on any other businesses and have it fall apart in due diligence or did your offers not get accepted until the Beard King? Raj: Yeah I did actually do one LOI; no actually what happened was I missed it by a day. Another buyer came in and signed the LOI before I signed it and I literally missed it by one day. I flew in in the morning but my offer was late willingly. Joe: Well how do you; in that regard you said that when you look at these packages you have conversations, with all the brokers that you’d have conversations, it sounds like you’re building a relationship with them, do you find that building that relationship with a broker advisor that is representing that client helps if you’re making a lower offer or justify some sort of offer or did you that no matter what if you made a lowball offer whatever that lowball is that it was received with displeasure and animosity from the broker and the seller? Raj: Right. I would always try to talk to the broker because when you send a lowball offer by email it doesn’t seem genuine. I mean lowball offers aren’t too genuine anyway. But when I talked to a broker I can sort of tell them this is what I’m thinking this is what the business needs this is what’s missing kind of justify why I’m shooting them that offer and it’s the starting point for me. It’s to get the conversation going. If I see that there’s some room to work here it kind of gets me more excited to say okay maybe we can get to the number I have in mind. That’s not the number I want but I can meet you somewhere in between just to know that you’re able to work. Some sellers will be stuck on a price or as we’ve seen many times too I know we talked about business before that just shot through the roof and they’re asking this they went over asking so I kind of can gauge where the audience is slash what the seller is really thinking. Joe: Yeah, so I think you’ve gone through the process with me twice because I think you made an offer from one of my listings that had 10 offers if I recall. And I don’t recall specifically on that one or not did we do; with the interview with the seller did we do the video call? Raj: We did a video. Joe: We did a video call. Did we do that with Nick or was it just audio? Raj: Just audio with Nick as well. Joe: Okay. So we’re doing video now. One of the things that we’ve done and moved to as often as possible when it’s feasible is on that first buyer call; buyer-seller call we will pop on the video as long as everybody’s comfortable with it. I felt that it makes a tremendous difference in terms of connecting. You’re in one part of the world, the seller’s in the other part of the world and you can bridge that gap. And I’ve been in situations that I’m sure you’ve heard this or seen it before where being likable kind of makes a bit of a difference in business especially when you’re in other parts of the world. Raj: I think one thing I’ve really noticed is a lot of people with their business that they’re selling this is kind of their baby, right? This is something that they’ve been working on for years and to see somebody that maybe is just looking straight at the bottom line and just wants to buy it and just do whatever they want, seller’s don’t like that. And they might take a lower offer from somebody who seems genuine in their intentions to grow the business and they have a passion for that business. And definitely, that face to face helps with that. That’s for sure. Joe: Yeah. So this particular business it had plenty of interested parties. You kind of stepped up and got the ball rolling with Nick and went under a letter of intent. It’s got what? Two utility patents, two design patents, multiple copyrights. I haven’t seen a whole lot of businesses like that in my 7 years of advising with Quiet Light. The drawback or the downfall of this particular business I think was the trends. I think you’ve got a heck of a value given all of the IP protection that it has, the way that the revenue took off right before closing you almost ran out of inventory because things took off because of the Amazon patent protection program. In your searches were you specifically looking for something with this kind of IP or were you just looking for something with great trends that you thought you could handle and take over? Raj: Yeah. So I was looking for something that had some kind of; something that was proprietary about it and IP is always great because another way to collect and another source of revenue is to enforce the IP and it kind of takes away these competitors. And the one thing I was seeing with business was there were a lot of competitors at the time if you recall and the IP had just gone through. So it’s one of these things where I kind of was excited to get in there and start taking off these competitors. And as you saw right before a whole bunch of the competitors got knocked off the platform and the sales they shot through the roof. So that got me even more excited to say well this is just the beginning, right? Joe: Yeah. If I recall we had a conversation and it was there’s a possibility he might run out of revenue; out of inventory. Raj: Actually he did run out of inventory. Joe: Prior to closing? Raj: Prior to closing we went about 2 to 3 days; nothing is in it there but 2 to 3 days. Joe: But we waited to close. The goal was to no matter what we were going to close after inventory is in stock. Raj: Exactly, yeah. Joe: Talk to me about your review now that you’ve had the business for 3 or 4 months. Looking back you’ve looked at 40 different businesses, a lot of different brands, what was done right with this business and what lesson can you share that maybe was done wrong in terms of this particular business? And I don’t want you to throw Nick under the bus. I think he did an amazing job with the brand. Raj: Yeah, 100%. I think that Nick has done an amazing job to start off with the marketing side. Joe: Yeah. Raj: What Nick has built-in terms of marketing and he has a real keen eye for how to put that vision out there and represent the product in a way that it’s appealing to everyone. Also, he invented the idea too which is something that we don’t really think of too much, right? Joe: We all come up with great ideas. He actually followed through and got it done. Raj: Right. Yeah, he came up with the idea and then he made such a great marketing plan and if you look at how well the website is made, how well the quality of the product is, everything is impeccable that he’s done. I think that was really his strength just how well he executed on the marketing side of things. Joe: And what do you think the weaknesses of the business were in the months ahead of you taking it over or the 12 months ahead of you taking over? Raj: Yeah so what I kind of look the weakness is we’re really just cleaning up the logistics of the business. I saw that there was a lot of money kind of left on the table in terms of the cost of goods was way too much when I was looking at the business and that’s when I was already in talks with my own suppliers and everything figuring out like hey we can drastically reduce the price and t explode the bottom line really and get this business; make it extremely profitable from what it is. That was kind of the icing on the cake because I was able to; as you know with this business when we look at the numbers it was kind of like you had to kind of dig deep to figure out where everything exactly was. And by doing that and like you said reading the offering material I was able to figure out like if I clean up the logistics I will easily make this business extremely more profitable than it was. Joe: So you worked with a manufacturer to modify; did you modify the product or just found a manufacturer cheaper, less expensive, same quality? Raj: Manufacturer cheaper, same quality, I haven’t even; I’m considering modifying it a little bit but the price point I have without changing anything I just knocked up 80% of the value which is crazy. I mean everything that happened off the product… Joe: Percent of the cost of goods sold? Raj: Cost of goods sold off of the product. Joe: Can you put that into dollars? Raj: Sure. Right now I’m paying; how much the cost of goods is right now? Joe: Don’t talk about how much you’re paying, how much did; well I guess people will figure out the math here and we have to…if you tell me edit after this I’ll edit and if you’re all hearing me say the word edit then we chose not to. What I’m trying to figure out is a lot of people think about how to drive more revenue and you’ve got a unique approach which is how do we actually maximize the bottom line? I know now that I’m an entrepreneur buyer that the value of this business is a multiple of the trailing 12 months; the discretionary earnings. So did you save $2 a unit times 100 units a month that you’re selling or what kind of immediate boost do you see to the bottom line inaudible[00:20:25.5] negotiations? Raj: I’ve saved say $6 a unit. Joe: Holy cow. Raj: Yeah. Joe: Holy cow. That’s tremendous. Raj: And it wasn’t just the cost of goods it was also the method of shipping; that was a big deal. Joe: That’s right. You’ve got the capital to do freight versus doing just in time airship inaudible[00:20:44.2] right? Raj: I had the cash flow to lock up for a month or 2; that’s okay with me but when I can take that much off the bottom line that’s definitely winning. Joe: That’s amazing. What are you doing to boost the top line? You just said most people focus on the top line instead of the bottom you’re doing the smart thing but now tell me what you’re doing for the top line? Raj: Sales fix everything at the end of the day; sales fix everything. You know the logistics thing the reason I started with that first was that was a quick fix. That’s something that you could do instantly. Improving the top line, now that might require a little bit of money, a little bit of tweaking, some marketing, and what we’ve done with that is really expanding and being aggressive with opening up in all different marketplaces; Canada, Australia, UK, Germany. I just kind of hit the ground running with those in the works of launching in all those different countries. Joe: Really? Raj: That’s what we’re working on now and sending inventory over there figuring out the VAT stuff and all that stuff I’ve done before is just kind of even as we talk some country is only going to see maybe 5 to 10% increase in sales but it’s still 5 to 10%. It still adds to the bottom line and still, you’re leaving money still on the table and you don’t want to do that and so that’s what we’ve been focusing on right now. Joe: And how did you choose those countries just out of curiosity? What kind of research did you do or is it just countries that you’re comfortable with and you’ve done it before? Raj: I’ve done it before and as well as I did a little research on the European ones because as you know it’s a little expensive to open up the VAT and all that stuff if you’re not choosing but working with other sellers and the experience I know kind of what countries do really well. If you have a North America Amazon plan you can easily open up in Mexico and Canada within like an hour. It’s not anything. The listings get sent over and it’s not a lengthy process. I just had to send the inventory. Joe: Did you have to translate the Mexico ads and everything? Raj: Oh yeah, you have to translate it. They have the translator on there and then you had to run through each of the listings as well because even when they get sent over the listings get converted they don’t end up being right anyway so you kind of have to inaudible[00:22:52.8] anyway. Joe: I got you. Okay, maybe we can do an update in a year to talk about how those international markets went and what kind of additional revenue it was driving. Let’s talk about how you’ve learned to do what you’ve accomplished here. Are you tuning into podcasts, did you go through any training programs, what is the source of your experience; who do you listen to, what do you read that kind of thing? Raj: I’m kind of a simple guy in the sense that I really listen to what Amazon puts out there too. They haven’t tons of seller university information which is great but when I started watching YouTube videos here and there kind of helps. I never paid for a course or anything like that because I kind of learn by trial and error. I don’t think you need a course per se but you’re going to make a lot more mistakes if you don’t have a clear path to follow. There’s a lot of information. I would say it’s not really too useful for people or kind of misleading out there too. So it’s kind of hard to find. But using Amazon’s material and just going to trial and error. I’d say your first product is not going to always work. And I think people are under the impression that if they buy a course and they do this that this is a home run; it’s not like that. It’s trial and error really. Joe: Okay, so you’re doing your own research; watching, reading Amazon stuff and what they put out versus paying for courses and programs and going to events and things of that nature. I just had a call this morning with somebody that is like Nick he’s 12 months after selling his own business and one of the big reasons he sold was he felt isolated. It was growing and there was risk but he felt isolated and alone. And he did the same thing. He didn’t have a Mastermind group or anything like that. How do you overcome that? Do you have friends and colleagues that are also Amazon sellers that you talk with? How does that work in your life? Raj: I’m in contact with a ton of people that we talk almost every day about what we’re doing and say oh you know international sellers and see how they’re getting what they’re doing on Amazon. So they are mass; I’m not part of a thousand, 2,000 group mastermind group but I am part of groups where big power sellers kind of talk to each other and figure out what’s going, what’s working, these new changes Amazon’s made. So we do talk about that every other day. Joe: Okay, and how many hours a week are you putting in on Amazon altogether or Beard King all together? Raj: Beard King? Joe: Sure. Raj: Beard King by itself I would say I’m putting in about 15 hours right now. Joe: A week? Raj: Yeah. Joe: And you’re making more money than most people make when they do graduate from law school. I think you’ve chosen the right path here. Raj: Yeah I think I’m onto something for a while now so I’m happy with the outcome and grateful for everything. Joe: Well look, you did the work, you took the risk, you were in school and focused on building your own businesses as well. You studied up. You took the risk. You worked hard. The harder you worked the luckier you got. And here you are today buying a business with something very rare; a great IP and whole lot of protection with a lot of growth potential ahead of it. It’s growing in the bottom line which is fantastic the way that you’re renegotiated cost of goods sold and shipping. I’m excited to hear what it does over the next 6 to 12 months for the expansion to the other countries and some other focus. Raj: Q4 is coming up and we’re super excited it’s about; we’re already up all across the board in revenues and it’s just about to take off now so it’s in the interesting lap in the next couple of months. Joe: That’s great. Let’s get every man in America growing a beard and using the Beard King products. Raj: That’s the dream. Joe: You’ve got to do it too though you’ve got to grow that beard. Raj: Yeah I’m going to try. It’s a patchy beard but I’ll work on it. Joe: For anybody that does get over to the Quiet Light YouTube channel. I think it’s Quiet Light Academy now. You’ve got to take a look at Nick’s beard versus Raj’s beard and my beard. You and I Raj are pretty pathetic. We don’t have much to go on at all. Raj: Nick got a crazy beard though. Joe: Absolutely. Well, listen it’s been great. I appreciate you sharing your story. What you’ve accomplished is pretty damn impressive and I’m excited to hear what happens over the next 12 months. How can people learn about what you’re doing or reach out to you? Raj: Well you can find me on YouTube at Raj Patel and I’m going to be pretty much talking about everything from selling on Amazon to how to launch your product as well as just telling stories of what I’ve done over the last year that’s worked for me and putting some information out there that people can use in whatever they’re trying to accomplish by selling online and to learn sort of what I’ve done and help them out pretty much. So you can check me out at Raj Patel on YouTube. Joe: Alright and everybody watching we’ll be expecting you to grow a beard as well or at least have a fake one on now and then Raj Patel at YouTube.com. Raj: Yeah, inaudible[00:27:43.3] progress made. Joe: Alright, perfect. All right man thanks for your time today. I appreciate it. Raj: No problem, thank you, Joe. Links and Resources: TheBeardking Youtube

Today’s guest set out to create a product to solve a problem in his bathroom sink, wound up with two utility patents, numerous copyrights and trademarks and went through lots of ups and downs along the way. This week we are having him on the podcast to recount the seller side of a two-part seller/buyer series on the build and sell process. It’s always inspiring to hear stories of entrepreneurs who built something based on a need they uncovered. Nicholas Galekovic, the co-founder of Beard King had always been creative, going way back to the dawn of design in technology. He was active in the early days of the digital space, doing one-offs for brands and starting a small digital marketing agency. He had gotten used to seeing brands succeed and fail when he realized that it might be time to start building his own brand equity. Episode Highlights: Nicholas walks us through the process of jumping off the couch and creating the product. How the timing was a factor in the success of Beard King. The patent processes and how they played into the growth and eventual sale of Beard King. What Nicholas did that was outside of the box to make his product and brand different. How long it took him to pivot from US-based to overseas production. Why learning every day is part of the success equation. Nicholas’s Shark Tank experience. Amazon’s patent neutralization program and how it helps protect product builders. Nicholas shares his two must-dos for preparing the business for the exit. What his next adventure is and what he can now do with all that invaluable learning. Transcription: Mark: For those of you that are listening in your cars and not taking a look at the video that we have up on YouTube of this podcast. You can’t see that Joe is actually supporting just the faintest hint of a beard. So Joe is this intentional or is it just the stress of Quiet Light getting to you. Joe: Oh my dear this is embarrassing compared to the guest on the podcast this week. His name is Nicholas Galekovic, there you go. I wasn’t going to try saying that name. I know you aren’t. But let’s just call him the Beard King because that’s his company’s name or former company name. He developed a product to solve a problem, wound up with two utility patents, a couple of design patents, lots of copyrights, trademarks, and went through lots and lots of ups and downs as we talked about the podcast. He’s essentially run up with his doctorate in product development, branding, marketing, things of that nature before he exited a couple of months ago. So this week we’re going to have Nicholas on the podcast. He is the person who sold his business. So people get to hear about the process and what it takes. And then the following week we’re going to have Raj the person who bought his business. So we’re going to do a two-part series on who sold their business and who bought that business so people are going to see it on back to back. Mark: That’s fantastic I love this series when we can do the buyer and the seller. Even if we can get just one of the parties on it’s always super useful. I know I talked to somebody recently about the podcast and they told me that these are some of their favorite episodes. So we are going to try and get some more sellers on. I know I have a seller coming on here soon in the coming weeks of somebody who is going to tell their story as well. I’m excited about this because I love these products that come out of this practicality of I’ve experienced this, I had a problem, I solved it, I turned it into a business and not only just a little business but something pretty significant. Joe: Yeah, he’s been on the Shark Tank, got an offer, got a deal, ended up turning it down rightfully so; intelligently so. He talks about utility patents, the Amazon program, and grants to patents, and talks about some of the great things he did right in terms of social media and video. He actually had Snoop Dogg who was tweeting about his product and brand which is pretty cool. And then he talks about some of the mistakes he made. You know things that if he looks back he does want to live, gone, I wish, I should have, I could have, I would have. But he points out directly what he thinks he did wrong and what he could do differently and just dropping some advice for folks that are following in his footsteps. Mark: That’s fantastic. Let’s go and listen to him. Joe: Hey, folks Joe Valley here from Quiet Light Brokerage and today I’ve got somebody that just sold their business. Well, I shouldn’t say just because it was in late spring of this year which is 2019. It’s August 29th, 2019, my wife and I’s 21st wedding anniversary. Thank you very much. Nicholas: Congrats. Joe: Thank you, Nick or Nicholas. Folks we have Nicholas Galekovic on the line and I had to ask him how to pronounce his name. I’ve known him for almost a year now and I’ve always screwed it up so I wanted to get it right. Nicholas, how are you? Nicholas: Good, Joe. How are you doing man? Thank you so much and don’t worry my whole life I’ve heard the mispronunciation of my last name. So I’m quite used to that. I bring that into the branding side but I’m definitely excited to be here. Thanks for having me today so I can share my experience with you guys. Joe: We were going tell it you folks he’s down in Florida and there’s a hurricane coming in and pardon the lightning and whatnot but instead, he had a light just fall but we’re not going to cut that out because you still are great. You sound great and it’s life in the podcast where we’re not professional; well I guess we, I don’t know. Nicholas: Yeah we are. Joe: I don’t know if we’re professional podcasters. Anyway, I was going to say that is one fine looking beard. You should be in the beard business. Nicholas: Absolutely and I think by accident, by default I became in that business. Joe: You did, didn’t you? So why don’t we tell the folks because you and I have that little inside joke there; why don’t we tell them who you are and your background? I’m going to let you do it. Tell them a little bit of background about yourself. Nicholas: Sure, absolutely. So you know I’ve always been in kind of the creative field and I really started to hone in on my expertise about eight years ago and I was doing more graphic design for other clients and really started to hone in what technology I like to use. So obviously Photoshop being the main one, Adobe Illustrator, I really got used to the Adobe Creative Suite. So I would just charge clients to do a flyer or one-off. I mean back then the digital space wasn’t as big. I mean it has always been big but this is back in like the MySpace thing. So I even started off designing MySpace pages before I created havoc. Joe: You’re aging yourself right now. Nicholas: I mean you know but I’m going way back. So then I’ll just fast forward a little bit here and I started to hone in on my skill set of design. So then from there at a company called Kovick and Kovick was what I call a brand tailor. We really focus on helping companies with their brand identity, their strategy, website design, logo design, you name it. So I had a small marketing agency where I really started to I would say have success in business in that regard. But I always had a designer mentality we’ll call it which later on down the story you’ll see how that soon fulfilled me. And then I started to see a lot of these companies fail as far as whether they’re small big or whatever and I would put my heart and soul into these companies I was designing. But then I realized I’m building all this brand equity but for other people in a sense. I’m still an entrepreneur but I’m doing it for the sake of their brands; which is fine. So then Beard King came about when I was just simply solving a problem that I had on the day to day basis which was trimming my facial hair. You mentioned the glorious beard hair. So it wasn’t always this long and glorious but usually when it’s a beard like let’s say you’re a size or small-sized beard you make some mess all over this thing. Basically, I just came out with this product called a beard bib and we’ll dive may be more into the story in detail here but that’s kind of how Beard King came about for four and a half years ago. And then I met you Joe last here. And then here we are right now. Joe: You and I and I think Brad. Right? Nicholas: Yes. Joe: We had lunch or breakfast may be down in Miami before the Blue Ribbon Mastermind; shout out to the Blue Ribbon Mastermind members. Nicholas: Shout out to Ezra; yes. Joe: A heck of a group of entrepreneurs there for sure. Nicholas: Absolutely. Joe: So we’ve been through the process of doing the valuation of getting your business ready for sale of getting it under contract and going through and selling it. We’re actually later in the month going to have Raj on the podcast as well. Raj is the gentleman that bought the Beard King. So we’re going to go full circle with the buyer and seller and hear Raj’s story about how it’s been going since he purchased it. And you and Raj have got along great. You’re good friends now. You might be doing some business together in the future outside of the Beard King which is always great to hear. Well let’s talk about the process because you have something or had something; Raj has it now that was relatively unique. Nicholas: Yeah. Joe: 100 plus businesses in the last seven years and less than a handful have had a utility patent on them. Let’s hear a bit of that story you were making a mess in the bathroom sink and created something called the beard bib. How did you develop the product? Did you create one? A prototype from an apron at home or what did you do? What was the first epiphany [inaudible 00:08:25.0] and where do you go from there? Nicholas: Of course, so I mean I used to use a T-shirt. So you could picture you’re at home, you’re about to trim, it’s either A. use the sink. Let that be the catcher. Get the hair all over. Try to clean it up. We all know that’s super tedious. And being in 20 19 and then when I invented it that’s four or five years ago so still though we’re in this age where there’s always a solution, right? There’s always a product that’s been invented. Everything’s been invented and now you’re just creating a better mousetrap. But in this case, I usually just use my T-shirt but then I wouldn’t get like the little hairs all inside the T-shirt. And I’m like there has to be something like; I don’t even know if Amazon was huge back then as far as how big it is now. But I think I just did some basic Google searching, Amazon searching, and I didn’t really find anything. So I’m like you know what I’m just going to draw something together for myself. And I remember being home one night, I had a few glasses of wine, just chilling and I’m like you know what let me get up and start grabbing whatever household materials I could find. So I grabbed; it wasn’t necessarily like an apron but it was almost like one of those hair cutting capes. I didn’t know how to sew so I just; what’s a man going to do? We’re going to use staples. So I was literally finding whatever I can. And it was hideous but it actually kind of worked. So if you can imagine a product like a bib attaches around your neck and suction cups to the mirror as simple as that. Some of the simplest solutions are ingenious. And in fact, as the story goes along a lot of our customers are like I wish I would have thought of that like one of those things. And actually part of the story is funny because I remember thinking to myself well there’s nothing out there I’m just going to use this for myself. I know how to brand a business but I don’t know how to operate and scale a business. So I kind of let it sit for almost six months. And I remember coming across the Norelco or Panasonic clippers that tried to solve the same issue but with like a vacuum seal. What I found was; what my goal was the death of this idea. Let me just go and buy this product. And I actually tested it out but it didn’t really work. It may be caught 20% of the hairs. But not only that sometimes people try to solve simple problems with these extravagant solutions which is unnecessary. So after that, I’m like you know what let me try this again. So I actually ended up manufacturing. I live in Miami so there are tons of manufacturers around here but of course with that comes greater costs. So I just tried a few. And long and behold I’m realizing in my mind, okay I have a company or I have a product called a beard bib but that’s very limiting and so the branding mind starts to kick in. So I started thinking bigger scale. And I tripped up on during my naming process. Since I have all these processes and I saw ease of how to create brands it was easy for me to kind of just bootstrap that portion of it which sometimes a lot of people pay a lot of money for that. And I came up with Beard King thinking bigger picture; beard oils, brushes, washes, all these things. So I kind of accidentally got into the beard market. I did just wake up one day and said I’m going to get into the beard niche. And it just so happens that it also started to trend big time many years ago. But the trend was going up and I think that was from some other companies kind of breaking through. And yeah that’s kind of the initial process of how I came up with the invention, prototyped it, tested it before even scaling it. Joe: You got off the couch and you actually did it. People have great ideas all the time but don’t act on it don’t know what to do with it. I’m going to just put this out there and then maybe we’ll edit it out but seriously this is like an alcohol-infused invention. You sit and grab whatever you could in the house and started stapling things together and as you said it was hideous but it worked. And after several prototypes and a lot of money you wound up with was it; remind me, was it two utility patents and two design patents? Nicholas: Yes. So we can talk about the intellectual property side of things and again mind you as an entrepreneur you have to be willing to learn. So I didn’t know anything about intellectual property maybe besides a little bit of trademarking but the pat world is completely different. So, of course, I did the initial patent process. The name of not a utility, not design but what’s the one right before that? Joe: I don’t know if there is one before that I thought it was designing utility. Somebody is going to have to call us and help us out. Nicholas: Right. Well, basically it just gets your spot in line for a year. So it allows you… Joe: Provisional patent. Nicholas: There you go. Thank you, Joe. You see your lawyer; I know, but essentially the provisional patent is your spot in line so you can kind of tweak and work on it but you can’t go so far outside the scope. I mean it was five years ago that I did it so I forgot the name of it. And they’re also not strong; they’re really just your place in line. But if you have something that you really know you’d go straight for the utility patent. And what I found was I mean it took almost three years to finally get the patents that were issued. So you have to remember during this process; yes it’s great for exit, it was amazing and we’ll talk about that of how it all kind of played into the whole Amazon patent neutralization program. But going back in time the product went viral. And of course there’s going to be knock offs and whether you have a provisional patent, a patent pending in this cut-throat industry, in this fast-paced e-commerce business, people don’t care. They’re going to still sell it. So this is kind of gets into the pat IP side of where when you do have a viral product that never existed before we basically created a new market; this beard bib market that never existed before. So it was flattering on one hand but obviously very aggravating on the other. We’re losing money left and right with the knockoffs. Joe: Yeah. And that was for a period of time that was just too darn long. Looking back do you think that you could have done anything differently with the provisional patent and patent pending? There’s just simply no real protection there. Nicholas: Yeah I mean the only thing I could say that you could do different which I never really like to say I’d like to do all that over again it’s more like what did I learn from this. Joe: Yeah exactly. Nicholas: Would be perhaps accelerating the patent process. I think we chose the route because of cost. Usually, that’s always when you have a company you don’t have the cash to infuse into intellectual property. So I think we did the slower one, not the accelerated patent. Also as you’re waiting for the provisional patent it gives you kind of time to pick and choose what elements that you want to claim or drop. Also, it’s extremely hard to get a patent because some of these patent examiners they’re tough. I mean it’s not like they know you personally but it’s like every little thing and then prior arts. So that’s where you get into the field of you might think you invented something new but when they start stacking you against prior art; for example bibs in general, that was one of the prior art cited against our patent. It’s just so difficult. So we have to kind of adjust to what parts of the application we want to claim. Joe: I was curious about that because anybody that I know that’s filed a patent has said that they’re going to say no and then you’ve got to pivot and go back at them with this other unique feature to your patent. How many times did you have to go back to that examiner until they eventually said granted; you’re right, here’s your patent? Nicholas: I mean looking through the docket history; by the way I mean first of all get a great lawyer. I’m not a lawyer so if you try to do things yourself you don’t really know the ins and outs but I believe we went through at least three rounds per se and we still by the time we were getting ready to sell the business we’ll have to talk about that with Raj when you interview him but there was a design patent still pending. So it took about like I said three or four iterations for the first utility and then just the next utility fell right after that a month later. So I think we got the first one in September and the next one in November and then you know. Joe: It was falling quickly. You were getting them quickly as you were preparing the business to sell. Nicholas: Correct. Joe: But from beginning to end from the time you decided to file for the patent until you got that last one in November of 2018 how many months or years was that process for you? Nicholas: It was almost about like I said three and a half years because again provisional patent was in the first year but that kind of only hold your spot in place. And then when you file for utility that time clock starts all over again. So that was one of the takeaways I was saying that I might have changed is just either going straight to utility and or accelerating. That’s how you can probably get it faster. But in hindsight also being able to enforce your patent you’re going to need cash to also enforce. It’s one thing to have a patent. That’s great. That’s amazing. You know I actually literally; you could see on the back my wall right here that’s a little patent but it doesn’t mean anything if it was sitting on a wall. You’ve got to have cash to enforce. So that was the second part of this strategy was being able to have cash to take down these people. And we can probably segway into the topic of Amazon’s pattern neutralization program. Joe: Yeah, I do want to talk about that. You know what I’d like to hear first because though? [inaudible 00:17:44.5] your story and the success that you found at the very end and actually helped Raj your buyer and propelled the business. I mean it was taking off by the time he bought it which is just great timing for him. But you had some great successes along the way with the Beard King and the bib. Can you just highlight a couple of those points? What did you do that was a bit outside the box that your standard e-commerce entrepreneur or Amazon FBA entrepreneur may not have done? Nicholas: Yeah. I think the first thing would be the branding and the marketing. You know with the named Beard King I started to brainstorm on okay how can we treat our customers different? I think even when we first met I would say King Joe or Lord Joe or Queen Sarah or whatever. Joe: [inaudible 00:18:31.7] is what your email add. Nicholas: At a royal day was the signature. So I really thought to every touchpoint, every detail; whether it’s a phone call, email, flyer, or whatever it might be; packaging, everything was based around royal theme. And that’s important to stand out nowadays especially with Amazon businesses just kind of being one out products and you kind of forget about the brand you just want function but to have that little extra piece; the second piece of that would be the video content. So I did a lot of the storyboarding, scripting, and writing of these pieces. I think the first one we hired one of my buddies to shoot it. And that first video ended up being picked up by a huge Facebook account like 9Gag or Unilab. And then once those big Facebook accounts picked it up it just goes viral. So I think within the first six to eight months of business that first video we did went viral. If anything I was a little self-conscious about it because people were making fun of it. But good or bad PR doesn’t matter; it’s great. Joe: I think if I recall in the package we put together we shared some of those links and am I remembering it right that Snoop Dogg tweeted out; as it Snoop Dogg or somebody else? Nicholas: Oh yeah. I think the meme was; so that was the meme portion of it but I think it went along the lines like you know a pissed off woman invented this. Joe: Yes, that’s what it is. Nicholas: And so basically Snoop Dogg, Usher, even besides those accounts the big accounts; Facebook was huge on video and you can go viral a lot easier than you can today. I mean I think we’re in the 40, 50 million views collectively across social media platforms which of course infused fire into the sales and this was right before picture going Shark Tank. So I imagine we had okay sales and then one month I think we had $80,000 in sales. I’m like how am I going to fulfill these orders? Joe: Yeah. Nicholas: That’s a good problem to have but… Joe: So moving along with a story there and you just mentioned Shark Tank but we’ll get to that in a minute as well. You were manufacturing in the United States which was more expensive. How long did it take you to pivot and move your manufacturing overseas? Nicholas: I think… Joe: I think you did right? Nicholas: Yeah, we did. I mean I think another pain point of any business or entrepreneur is when you’re kind of forced to grow. Some people just want to grow but then you grow too fast and you can’t handle it. But for me these types of pivots; when you’re almost forced to do something it’s kind of like working out and you’ve got to go to that next level of weight to kind of grow. So for me, yes we were manufacturing in Miami for an insane amount of cost per unit. And I did that also on purpose which I suggest people do because you don’t want to invest too much with too many units and then they don’t sell. So I was willing to see proof of concept. That was my first thing. Joe: Especially for you, because you invented the niche, a lot of folks are finding a niche that’s already selling well and they’re just doing that branding of their own product. They know there’s; they need to get eyeballs. They know the units are going to sell if I can get eyeballs. You know it only had to get eyeballs but you had to educate the people what the product was. Nicholas: Right. Joe: So the video was fantastic. That’s a very visual product. Nicholas: Absolutely. Joe: So at one point you did pivot and you moved manufacturing overseas. Did you figure that out yourself? Did you hire a company? Nicholas: Yeah. You know actually that guy originally; so I’m kind of like Bob the Builder, right? I’ll piece everything together and when we were manufacturing Miami I was sourcing the materials from China. You just buy; my natural gut feeling like let me source material there, ship it here, and then make it here. So the problem with that obviously is the fact that it’s super expensive to be shipping a bunch of material. So the same guy that I ended up ordering a lot of the material from we established a nice rapport and relationship he ended up kind of telling me on the side hey look I’m going to go up my own manufacture let me know if you need anything. So essentially not only did I create a niche but for this individual, he ended up starting his own manufacturing facility almost really based off of our product. And we were like his number one customer. So we had a long relationship. He was basically the only guy I used for the entire time and I think to this day the new owner is actually still using him. Joe: [inaudible 00:22:53.9] loyal; that’s the story. Good relationships like that are great. I’m going to throw out there to some of the folks listening there are companies out there that can help with the manufacturing overseas. I just did a podcast with Zach Leonard from Gembah and he’s explaining what they do and it’s the exact type of company that you probably needed at the time. It would’ve made your life a lot easier. They do all the importing and shipping, the [inaudible 00:23:22.1] industrial designers on the team. I know their company; I think in Gembah is Austin, Enventys is down in Charlotte. They’ve been around since 2002. They actually did some of the industrial design work for the Miracle Mop and other products like that; a really, really impressive company there as well. They actually; really interesting for proof of concept like your new invention, new category that you created, they will actually do all the industrial design work, do 3D printing, do a video of the product, and then put it up on Kickstarter there’s interest. And then if it’s a success they’ll take the orders but then they’ll go manufacturing. So brilliant idea. It’s; I don’t know, I wish everybody listening that’s an entrepreneur now knew about these different companies. Nicholas: Of course, it would make it; I mean that’s why I said in the beginning of the podcast you got to be willing to learn something new every day because I didn’t have experience in sourcing or manufacturing but I learned. Joe: Yeah. Nicholas: So it’s great to have those companies but with that also will come costs. So you do have to have a little money. I’m sure it’s not free. Joe: Yeah, they probably don’t work for free that’s for sure. Nicholas: No, they probably don’t. Joe: Let’s talk about Shark Tank. You brought it up; you were on Shark Tank. How did you go through the process? What was it like? Was it the biggest joy in your life or very very difficult? Nicholas: I mean it’s obviously very stressful in the sense that they leave it open-ended. Like literally; and I think when I heard one of the other guests on the show talk about how they never really guaranteed anything and that’s super true. Actually, the whole process took a year. So from the year that you audition until; and it could be different in any case, but the year you audition or the beginning of it then you go through several funnels of interviews, face to face Skype calls or Xoom calls like this and then eventually you fly out to LA and you pitch in front of the producers and it’s still not guaranteed. And then they’ll call next. And if not you fly back. And then if they choose you, you stay another day or two and then you just wait for your spot to be filmed and then you’re still not guaranteed to be airing. Now the airing of the show is kind of like the pivot for the company. And not only that if you do film and you get a deal that’s huge because it adds a lot of value to that shark to then want to close the deal with you. So by the time that we auditioned, filmed, and then I think there was like a six-month gap in between due diligence and finally getting that air date which they only give it to you like a week or two in advance. So imagine that, it’s like you’re always on your toes like are we going to get it, are we’re going to air, are we not; but they just say do your business as if Shark Tank doesn’t exist. Joe: That’s hard to manage your inventory level if you’re going to get that extra 10,000 orders next week. Nicholas: Of course and you can imagine I like to call the Shark Tank effect this kind of trickle effect because let’s say you do air. The amazing thing about it is as we all know nobody really watches TV live anymore, or at least I don’t. So you get that initial spike from viewers that are viewing it live. Of course, you can advertise that; promote it, but then you’re on Hulu, Netflix, Amazon Prime, you’re on all these things that you’re kind of in the Shark Tank alumni books forever. So you still get spikes. I mean in fact we still re-air all the time; airports, I think it goes from ABC to CNBC. So that content is syndicated across all the platforms and it’s great. So just to be on air alone the exposure is worth millions of dollars advertising. So it was a great experience. I definitely will go for it again if I can. And it was great. It was an amazing experience. Joe: I bet they would love to have you back with a second invention someday. That would be really; a good story for them too I could just see it really, really working. So we’re going to fast forward a little bit. I just want to say one thing about Shark Tank I had another guest on that said that after you pitch a lot of entrepreneurs come pitch the same day they take them and they put them all in separate hotel. You have to go for an hour of council and then you go to separate hotels. Do you have to do the same thing? Nicholas: Yeah, that was absolutely true and I think I know the conversation that you were having with [inaudible 00:27:51.9]. Joe: So you had to go through an hour of counseling as well just to make… Nicholas: I was like alright can we go now? I’m good. But yeah it just depends. I mean it’s very stressful you need to almost debrief because I mean I remember the call time was like let’s say 6:00 a.m. but we didn’t film until almost 12:00. And I was starving I’m like I literally pulled the producer and I’m like I got to eat I’m about to pass out. I imagine it’s like the biggest pitch in your life. And that’s another crazy thing to think about to kind of show anybody that’s scared to pitch, public speak, to do anything like that. That was the first time I’ve ever even pitched a business. So it’s like I never pitched a business in front of Joe or Bob or anybody. And then here I am in front of Mark Cuban, Lori Grenier, Chris Sacca, like all these major names that I’m like just doing my thing. And that’s another cool tidbit of the show that I could probably add that you feel like you might be nervous and all that but not really because it’s like having a conversation. They’re intimidating, you’re in there for like an hour, and then they condense it down to eight minutes. So it seems intense but it’s TV guys. So just keep that in mind. Joe: Lots of editing. So the success on Shark Tank led to lots of knock offs. But you were working on the patent the entire time. And eventually, you were offered two utility patents, design patents, things of that nature. What did you do? We talked about this just as they started coming out and you mentioned the patent, the Amazon patent neutralization program, for those that are not familiar with it could you talk about that a little bit? Nicholas: Yes sure. You know this is Amazon’s way of showing you know what guys we got to do something about this we know it’s an issue and Amazon is such a huge platform. And I think that’s why everyday people are kind of like well I want to do this too. And so sometimes dealing with some of these knock offs directly and strategically you realize they’re just everyday people that didn’t even know they were knocking you off. And then, of course, you have people that know that they’re knocking you off and then they try to be slick and go around you whatever it might be. But the Amazon patent neutralization program is great for patent holders, inventors and it says look if you’re selling this product you have a utility patent we’re not going to be a lawyer but they hire a third-party law firm that instead of going through litigation which we could even touch on that quickly as I went through a litigation with a knock off that tried to sue me and here I am blowing cash which of course affects the bottom line; cash that I’ll never see again. But circling back the program actually is instead of going through a long drawn out expensive process of patent litigation it brings in a third party and it says seller if you have a patent give us a list; I think it’s 50 Asense at a time, we’re going to reach out to all them. They have two weeks to respond. If they don’t respond well then guess what? Automatically you get removed; the sellers that are knocking off. So it’s kind of like they just said alright we bow out without saying anything. And then what we found was a small percentage of people opt-in. The opt-in process costs I think $4,000. I don’t know if it’s changed as of today. I mean it’s only been a couple of months. So you opt-in with 4k, the other seller has now another two weeks to put in 4k and then you go through the process. I don’t know what happens after that because I at this point in the business ended up selling it. And of course, this gave great hope for the new buyer because he’s like wow we just got rid of 50 plus Asense, only two people opted in. I think this is great. So it just allows the inventor; because there’s really nothing you could do for patents right now before that. You could do trademark claims and copyright claims but that portion of it what we found building our SOP’s is that it’s really outsourced. So it’s crazy you could do the same trademark claim eight times and it doesn’t get caught by the first seven agents so the eighth agent might pick it up and remove it but it’s a game of Whack a Mole and man is it frustrating. Joe: Yeah. We’ll talk to Raj about it. Nicholas: Absolutely. Joe: About the neutralization program and what it looks like competition-wise on Amazon now that they’ve got that program in there. Let’s talk a little bit about preparing your business for sale and you’ve gone through this, you’ve got the benefit of hindsight. You did a lot of things right. Clearly, these folks have heard about Snoop Dogg tweeting about your product line, being on Shark Tank, and you got an offer but you ended up turning it down eventually. Just for clarification purposes that is the deal, right? You got the offer but you ended up not going with it. Nicholas: Yeah on Shark Tank we ended up doing a deal with Laurie. That’s a funny piece; definitely watch as far as the way I close that deal. She was about to be [inaudible 00:32:38.0] I’m like why don’t you make me an offer and she’s like wait, what? Okay. So we got the offer but it was a rich 40% for 100k. Thank God I didn’t take that deal. Looking back now I’m going to exit, imagine if I only owned 60% percent of the company. Joe: Yeah. So you did get an offer but you eventually turned it down because your business was exploding and growing. Nicholas: Financially it made zero sense but I wouldn’t change it for anything. Joe: So then you’re preparing the business for sale. We had a chance to meet again down in Miami at the Blue Ribbon Mastermind. So you’ve got that benefit of hindsight. To the audience that’s listening now, that is running a business and may eventually exit or they never thought they could exit. What advice do you have for them in terms of the one or two things that they must do to prepare the business for sale and get them out? Nicholas: Well, first things first. I think having the benefit of hindsight is start a business to exit, right? Have an intent to exit because I don’t think most people think about that. Even when I started Beard King I didn’t think oh I wonder how this is going to end. I just thought it’s going to always go up. And that’s fine if you want to leave on a legacy or pass it to your kids or whatever it might be. But regardless I think you should always have an exit plan in the back of your mind and start there and then reverse engineer the business to always have a target to move towards. The second part of what I would suggest and probably would have changed for myself the beginning setting yourself up is the books. When you and I met back in January of 2019 you’re like Nick look you got to get your books together. I mean obviously, if you’re trying to sell an asset people need to see the numbers and the SDE based off of your last twelve trailing months isn’t so strong. But you know what Joe I like how you said wait a little bit. Wait six months or and go get the valuation in the multiple that you want. So I think having your books in place, having the SOPs ready to be literally turn key is really the benefit to getting ready to exit your business. But if you do that from the get-go and you reconcile that every month it’s much easier to do so literally in our case sell a business in two weeks. Joe: Yeah. The most difficult thing as a business adviser like myself, broker advisor is when someone comes to us and wants a certain value for their business and they ask is it worth this. And I can’t tell because they don’t have good clean financials. And by good clean financials, I don’t mean that you don’t run your personal stuff through the business. Most entrepreneurs do that. In fact a couple of things; I want to give a shout out first to Tyler Jefcoat at Seller Accuntant. So Tyler was great in this relationship; introduced us, good guy, you never hired him but he just gave you some advice and or did you hire him? I don’t think you actually hired him to do the books, right? Nicholas: We ended up hiring him to do an audit sweep. Joe: There you go. Okay, so Tyler shout out to Tyler Jefcoat at Seller Accountant. The other thing is that there are generally four pillars; it’s that risk, growth, transferability, and documentation. So if you do number one what Nick said was go into this with a plan to exit. Figure out what that exit process is like; figure out what the valuation process is like. Do you know audience what the definition of seller’s discretionary earnings is? If you don’t go to one of last three or four podcasts; Mark and I did an entire episode on what’s a legitimate add back and it goes through that entire process. One of the benefits that you have now is that you’ve been there and you’ve done that. You’ve got that patent back there on your wall. You’ve sold a business. You’ve got the branding experience. You’ve got the manufacturing experience, the importing experience, the marketing experience; you’ve got it all. Now you just have to find that next great product and do it all again. And I see this every time; the first one you take some money off the table and the next one it’s five to ten times bigger. And I’m hoping that’s going to be the case for you. What is your next adventure? Do you have it sort of turning around back in your head or you’re doing it or are you just taking some well-deserved time off from it? Nicholas: I’m sure like most entrepreneurs you could retire on a beach and then figure out what am I going to do with all this sand, right? You get bored. Joe: Yeah. Nicholas: You know taking a couple of weeks off to just reflect; your personal development I think is key to just kind of figure out your next move. And I think for me it’s reflecting and learning from the mistakes and then creating an even stronger foundation even if it’s from a corporate level, operational level, legal level; all these things that I learned on the fly. If you can set them up in the beginning with the intent to exit you’re going to have a better shot at what you said; a higher multiple. I mean look selling Beard King was amazing but I think for me besides the liquid side of the asset I basically just purchased an MBA. I got a legal degree. Joe: At best you got your doctorate man; you learned so, so much. Nicholas: So much and I think it’s that key takeaway of learning all those things hands-on versus just your standard education or self-taught on YouTube; it’s invaluable. It’s absolutely invaluable. Joe: I’m calling you Doc Galekovic from now on. Nicholas: I like it. Joe: [inaudible 00:37:54.2] because that’s what you did for your own business. That’s great. Nicholas: Absolutely. Joe: So listen we’re running out of time, how do people find you if they want to reach out and talk to you about your story; maybe you can help them with their business or whatever the case is. It’s always good to connect. How does somebody find you and reach out? Nicholas: Yeah, for sure. Definitely. You can reach out on Instagram. My handle is just my name so it’s Nicholas Galekovic. I know that spelling is going to be tough but G-A-L-E-K-O-V-I-C, or you could shoot me an email directly. It’s actually galekovic.nicholas@gmail.com. Joe: And we will put that in the show notes as well. Perfect. This has been fantastic. You’re a good man. I appreciate you choosing Quiet Light Brokerage. It’s been a pleasure working with you. I look forward to hearing about and helping you with your next adventure. Be sure to stay in touch [inaudible 00:38:43.1]. Links and Resources: Nicholas’ Company Nicholas’ Instagram Email Nicholas

Selling a British company to a US entity is complicated to say the least. From this experience, we have learned that it is doable and an eye-opening experience from both the seller and the buyer side. There are opportunities out there, and with some perseverance, great returns on both ends of the deal. Today’s guest, Joseph Harwood, a London based entrepreneur, was behind one of the most complex transactions we’ve dealt with in twelve years of brokering. Despite the challenges of selling an overseas company, we managed to help create an advantageous deal structure for both the buyer and the seller. Episode Highlights: What the tax situation looks like for a UK seller looking to sell to a buyer in another country. Types of transaction structures available to these sellers. The number one objection coming from the buyer side. How Joseph was able to see through the obstacles. What the process was like from the outset. The advantages of listing with an earnout. If and when doubt crept in for Joseph. The seller tax break on built-up cash flow on a transaction like this. Why this approach means that buyers have choices and a comfortable pace. Things that a UK based seller should consider for selling abroad. Transcription: Joe: Mark one of the great things about Quiet Light and the team that we have is we’re always communicating in the background; helping each other out, asking questions, sharing information. And more recently we’re seeing a lot of communication about the sale of UK based or European based Amazon seller accounts and the transfer of i. And I understand that you just took one on. I did a few years ago. Actually, there’s usually a small component of most transactions that I do if it’s FBA that there’s a European run that 100% German seller account last year. We’re always doing them and they’re always different. Our buyers get a little bit concerned about buying one. And our sellers get a little bit concerned about the transferability of one. But you just took on a very complicated one. You’ve managed to do the transfer. It ended up being a stock sale and there was some definitive advantages to both the buyer and the seller in making this happen. Can you tell us a little bit about what this podcast is about and how you talked about the owner of the business there? Mark: Yeah. So the owner of the business is Joseph Harwood. He agreed to come on very graciously. I’m super happy he came on because in 12 years of selling online businesses this was easily the most complex transaction I’ve done. There was a moment where we had a sell-side conference call only; so only the advisors on the sell-side and I was the last person to join and the prompt at the beginning of the call said you are the 12th caller on this call. And I’m thinking 12 people on this call on the sell-side only to advise this transaction. Now you may be hearing the something and that’s why I don’t do a UK deal because it’s complex. But here’s the thing, throughout this process not only did we take what was a fairly complex business in terms of its operations we took a UK company which has some tax disadvantages being sold in the US and we managed to make a structure that worked out well for the buyer and worked out well for the seller. In fact, there are structures available which can be tax advantageous for both the significant degree. And our buyer in this case; God bless him, a great person, a great buyer, had the perfect mindset for this which was to not try and adjust this large transaction all at once. And everybody in the team did the same thing by the way just to address each problem step by step and the result of this is that he got a great deal and a great company that is growing like absolute bonkers that not a lot of people were looking at. And for him to look here and not rule this out based off the UK domicile only is a testament to him and I think will pay off pretty handsomely for him. On the UK side I know we talked to a lot of UK sellers that think that they can’t sell a business and listen it’s more difficult. We’re not going to cast aspersions here and say that it’s somehow easy to do. A lot of people do avoid UK based businesses but it is possible. It needs be structured right. We need to attack it correctly. And for those of you out there looking to buy if you can figure out this UK angle and it is something that can be figured out. We do have a template for it. It’s a really good opportunity because there’s some great businesses out there that aren’t going to market right now for the very reason that those sellers don’t think they can. Joe: I would say it’s almost the unavoidable future, right? A long time ago we talked about can you even sell an Amazon-based business. Well, here we are millions and millions and millions of them sold. Now it’s those businesses all have; a lot of them have a UK component to them and some are standalone UK businesses or really European businesses. It could be any country over there. So I think it’s the future. I think it’s important for both buyers and sellers to understand it. And I’m really excited to listen to this one myself and hear your most complicated transaction in 12 years come to a final close and successful transaction for both the buyer and seller. Mark: Alright Joseph thank you so much for agreeing to come on the podcast. For those of you who didn’t pick us up in the intro and I’m sure Joe and I talked about this but Joseph you and I recently worked together along with Scott Dietz from Northbound to help sell your business. And I’m really happy to have you on because we love bringing on previous clients. Joseph: Yeah, glad to be here Mark and hopefully, I can still shine some light on a possible sale of UK Limited Companies to US buyers. Mark: Yeah and that’s one of the things that I definitely want to talk about on this and just have a conversation with you. I know within Quiet Light Brokerage we have this conversation quite a bit and then I would imagine among UK sellers, it’s probably met with some skepticism; the idea that you could even sell a UK business, e-commerce business primarily because of the tax situation. Could you just go over that for somebody who might not be familiar with what does a tax situation look like for UK seller who’s considering selling their business? Joseph: Yeah so basically the big fear is doing an asset deal and then having to take your funds as income which is then transferred into a person’s assets which is taxed heavily. If you get over; run about 100k threshold that’s about 45% so doing an asset deal is technically really, really bad for you. So generally most sellers want to do a seller shares deal and then you get a 10% tax co entrepreneurs relief which is taxed personally up to; you have an allowance of 10 million in that and that’s a 10% tax. So it’s a pretty significant difference tax-wise depending on what kind of deal you can get. Mark: Yeah and I think buyers or sellers tend to be skeptical that they can do this. And this isn’t just with the UK. I know Canada has something very similar. Australia has a similar structure as well where a share sale you get a pretty awesome tax rate. And then if you’re doing an asset sale you’re going to get absolutely killed with the tax rate. The buyers don’t generally want to do a stock sale and brokers like myself I know when you and Scott first approached me I think that was one of the first things I told you. Like wow, I don’t know about a stock deal. I can’t offer something as a stock deal that’s rule number one. And rule number two a buyer is looking at it; I don’t know what would you guess would be the number one objection for buyers? I would say probably the liability carrying forward. Joseph: I think structuring wise it’s complex because you’re buying an entity and you’re in a different country. So I think that in itself can scare a few people. It’s a bit more of a learning curve. Mark: How many; let’s count how many advisors we had on your team. So just on the sell-side, we had Scott Dietz, myself. Joseph: Yeah we’d retained Redpath US tax advisors who had retained a UK council. Mark: Oh so we have a UK council as well. Joseph: Well yeah they had a UK council retained within them. So that was kind of tax advice UK, US. And then we had a UK contract advisor and then our US contract advisor. So technically 4 different retentions of legal advice which ended up in quite a hefty bill I think it’s a good learning process for the book. Mark: The thing is you can absorb that hefty bill. We’re not going to discuss how much you sold your business for. I mean it was in the seven figures range. It was a good size. When you’re talking about the difference between a 45% tax paying for advisors I mean it’s worth it. But it did get complex in that there was just a lot of voices that were being heard with every single document that got shared. And I was just on the sell-side. We had Rochelle Locke who’s been on our podcast advising the buy-side and they had their own people as well that were advising on the tax structure and everything else. There was a lot of advisors there so it was a bit more complex but I think part of that was because we hadn’t done this before. Joseph: Yeah I mean I’m going to say it was a big learning curve for everyone involved. We were lucky to have a patient buyer who was determined to see the deal through to the end. And I think we from my experience have learned a lot about selling a UK company to a US entity. Yeah, it’s a complicated process but looking back at it now the tax piece of the puzzle is; I mean okay every situation business is unique but there will be no way we would need to have as many detailed conversations because we’re kind of aware of what issues can crop up tax-wise the permanent establishment thing and where the business is run from and those kind of things are more solvable. Now we’re sort of prepared and then contract wise like I don’t actually think we needed to retain a UK council until the buy-side presented documentation for it. And then we would have had the UK council review; the UK law side documents but I think Sean from E-commerce Small group would have been fine for just reviewing the actual SBA agreement. Yeah like it could have been simplified down but it was still in itself like a valuable process to learn. And there was so many great things about the tax side that sort of gleaned from that process. I think it was worth it. Mark: Yeah. I want to get into that in a little bit because one of the eye-opening things with your transaction was the number of tax advantages that you personally had as a seller and also the tax advantages that we were able to potentially introduce into the buy-side of the equation. And for those that are listening that are looking for acquisitions, there’s actually an opportunity here which we basically uncovered to look at UK based businesses and save significant money in a number of ways. Before we get into I want to back up a little bit and just talk about what it was like when you first came on with Quiet Light Brokerage. Because I remember when Scott who you hired a while ago to help advise and again Scott’s a great guy. He’s super good at advising. He caught me at a conference in Austin and said hey Mark I got this great business for you. And then he went into a little bit of what it was and like I don’t know Scott I don’t know about the future. And then he said well we really believe this is going to be good and there’s all sorts of reasons that we think; I mean not think but we know this business is going to grow by this much. And by the way, it’s a UK company and I’m just thinking Scott come on. Joseph: Every step of the conversation it gets a little bit harder doesn’t it? Mark: Right. And so the first time that I talked to you Scott and I were also at a conference and so I got up early; I think I was in Las Vegas, my whole mindset was okay I’ve got to get this guy’s expectations set early on. I will take this on but this is going to be really, really difficult to do. And I’m glad though that you saw through all that because it did turn out to be a really eye-opening sort of exercise. But what was that initial upfront process like? I know you listed a business before for sale. What was it like going through that process with Quiet Light? Joseph: It was great. The first brokerage that I’ve worked with has gone to so much detail to answer so many potential objections from a buyer. I mean I’m surprised we got any no’s after that the depth on our information pack and the seller interview. I mean the length you guys went to take to understand potential objections and understand the business as well; the risks involved and kind of highlighting it, picking up on the upsides, and really like understanding what I was doing with my company and the niche I’m in. I think that was a huge part of getting a buyer to the table who was ready to take on the risk that was over there. It’s a Q4 niche. It’s a very risky prospect. And I think the buyer saw the risk and the upside and was able to make an educated decision because of the information that had been put together. I’m not going to lie, it got to the point where it was slightly frustrating and we were having our firstborn son at the time. We intended to be listed and sold before that happened. We ended up a bit further behind than we actually wanted it to be. But in the end, it was right so we got a deal done. So that’s all that really matters. Mark: Yeah and the good news is we beat your son crawling, right? He’s not crawling yet. Joseph: Yeah exactly. Mark: Okay, so we got the business sold before he was crawling. Joseph: We got that. Mark: That upfront process was difficult but the lesson that I took away from that portion; your business was unique in a lot of ways like you said it was a fourth-quarter sort of product. And look a lot of Amazon products a lot of Amazon businesses are fourth quarter heavy but yours really relied on that fourth-quarter more so. And just to put this in context for people listening, the growth trajectory that we were seeing on your business was really, really significant. And some of the things we are anticipating we’re pretty aggressive. And so that all came in this sort of short period and so there is this element of perceived risk. So the lesson I took away from this that was so good and again Scott did a great job with this was figuring out a structure that got you, Joseph, a good amount of money at close where it wasn’t going to be a complete miss if things fell apart but also allowed you to ride some risk with the buyer and let them really cash in on the upside of that without risking all of the money on it. And so deal structuring to answer objections I think is really if I could summarize it. Joseph: Yeah. I really totally agree. And I think of brokerage firms just have this kind of cookie-cutter response to how they want a less to do it; it’s 3x, it’s 4x because of blah, blah, and blah. We listed with an earn-out and I think that one pulled a high multiple but two I think you already reassured buyer that we believed our projections and they weren’t just pulled out of thin air and to kind of like; you know like we were really willing to go on that journey with you. And I think yeah that really helped. Mark: Yeah, I think so too. And a lot of people in your shoes don’t want to do an earn-out because especially when it’s first proposed you think I don’t know who’s going to buy the company. Like how can I trust them? First of all, A. complete credit to you to understanding the upside for you as well with an earn-out where you can tap into some of the future growth of the business. But then B. you’re involved in this process all the way through and you saw the importance of knowing who your buyer was and being able to trust that buyer to be able to grow the business and be confident. We’ve got a fantastic buyer. Like you said he was great through the whole process and I think he’s going to kill it with the business. Joseph: I don’t think it would’ve been as easy to move forward if I wasn’t as confident with the buyer. If it was a private equity group then I would have put the company in hands of someone who might not know how to manage an Amazon business effectively or specifically this kind of Amazon business. I think that because of this seasonality and SKU density I think it takes a kind of special approach to run a business and I think our buyer has that. So yeah I mean it’s definitely important. Mark: Yeah. On the flip side and I don’t want to speak for the buyer. I’m hoping to get him on the podcast. He’s agreed but he’s obviously busy with a new business. Joseph: He’s pretty busy. Mark: So I totally get that but from his perspective where he’s really, really smart is not only did he buy a business with some really strong forecasted growth, he bought a business where a lot of other buyers weren’t even looking because they just discounted it saying UK, I’m not interested. And so it gave him some advantage as far as that. And look let’s be honest it took a little bit more effort for us to find a buyer. We had a number of conference calls and nothing materialized. At the end of the day, we had a couple of good qualified buyers that were kind of competing but it took a bit for us to get there. Was her point; I’ll answer this after you do, but was there a point along the way where you thought that this isn’t happening? Joseph: You know, to be honest. I think at the start I felt like it wasn’t happening the right way because a lot of the buyers that we’re getting on calls were trying to keep me pretty significantly involved in the company and structuring their offer so they’re otherwise around me to having salary or retained in a large amount of equity unless upfront cash. So it’s a bit like maybe there’s too much value in me and not what the company is actually doing and I’m so this unique entity. But eventually, with some of the other offers we received, we started to see some buyers really saying the value in the business too. Yeah I mean overall I don’t know; I don’t think at any point during the process I was particularly worried that it wasn’t going to happen. I think there’s always a buyer out there for what you’re selling if you know what I mean. Like it’s just what I was selling was a very specific thing that required someone who was willing to take a pretty significant amount of risk. And yeah we found that person. Mark: Yeah, and then again the offset to that risk for him is the upside on this, right? Joseph: Yeah. Mark: The upside is getting significant. And look there is value in you but I think from a buyer’s standpoint when I look at how that dynamic worked out; I mean you were pretty vocal upfront saying I don’t want to be working in this business moving forward long term just because you have other interests. You have a newborn son. You want to spend time with that son and that’s totally reasonable. All the same, you are going to be doing some work with the business here moving forward mainly because you and this buyer get along wonderfully. And so he’s accomplishing what other people we’re trying to wrap up early on by really just having a good relationship with you which again is just as; we preach about this all the time, right? If you want to be a good buyer and be successful be likable. Joseph: Yeah I mean honestly I was a bit concerned because the buyer and I was sharing a lot of information about the business before close and in the end I just discounted that nagging thought in the back of my head to should I trust this person, are we actually going to close, are they just trying to gather information and then pull out or whatever and try and compete and yeah, I just put my trust in and the buyer and I think that really paid off. Mark: It’s easier to trust a buyer when you see that they’re spending a lot of money as well on their side with advisors, right? Joseph: Yeah exactly. Mark: That would have been an expensive fact-finding mission for him. Let’s talk a little bit about some of the tax advantages. I mean we’ve already talked about just the advantage of the 45% to 10% on your side. But something you brought up; you came up, by the way, for people we didn’t say this before but you came out and actually visited me here in the Twin Cities as well as Scott who lives in the Twin Cities. We had dinner. It was great. It was along with Eric as well from Redpath. The first time a client has come up and visited. It’s fantastic; a lot of fun. But one thing you brought up in that conversation was the tax savings that you were able to generate as well on the money with; the cash within the business which is one of his kind of hidden benefits that maybe we weren’t anticipating early on. Joseph: Yeah. I mean I kind of knew it existed as an option but because moving into the process I wasn’t 100% sure if we would actually get a seller’s stocks deal; I knew that was a big driver so something we were pushing forward but I’m… yeah, so basically to summarize the working capital and inventory within the company can also be released tax efficient during the earn-out because it’s counted as working capital. So basically you sell the cash of the company and the inventory to the buyer and they then cycle that back to you. I mean you can do it as quickly as 10 days. We’re allowed longer so we’ve got time to kind of work out the accounting side but they effectively buy the cash and you’re giving it back at the entrepreneur’s rate so the 10%. So instead of having to [inaudible 00:21:53.3] to take that money as salary or income and dividend, you can pull out the business into a personal through entrepreneur’s relief at 10% which is a nice benefit and something that for anyone at sell-side you should really be considering the year before you sell your business you want to be building your cash reserves because you can pull that money out extremely tax-efficient right. Mark: In your case, it was; I won’t put a number to it but there was a significant savings probably taking a large chunk if not the entire chunk of some of your advisors that you were paying to help us. Joseph: Yeah Mark, for sure [inaudible 00:22:30.6]. Mark: And so yeah we take a look at that; again the path that you sort of blazed here for a lot of other UK sellers with all these advisors, we have a pretty nice path down. I want to just touch briefly on some of the tax savings that we saw on the buy-side. Are you familiar with much of that or shall we pass over that? Joseph: I mean I think it’s important. I don’t totally understand the details; very, very top-level view. I know there’s structuring that you can do with different entities in a holding company that achieves an effective tax rate of 21% then they sort of; a tweak of that is if you then pull all the company activities into the USA you don’t have a person in the UK, the UK office, or whatever country you end up running the business in you don’t have what’s called permanent establishment in that country. So then the effective tax rate ends up being at 26%. So again it’s still not bad like the flow-through tax rate of an LLC is 37, right? So, whatever happens, it’s an effective way to use the dual tax treaty between the UK and the US and same with some other countries like Canada and Australia like some that you said before but yeah when it comes to the actual structuring that’s more for a tax advisor to kind of discuss but yeah like it’s one of these things. So once you get past the liability which can be solved contractually it presents a huge opportunity for both buyer and seller which is I think an important thing to have those conversations about because it’s not just the seller that benefits from effective tax rates. Mark: That’s right. So just to kind of recap here what we’re talking about here is going from an effect of 37% here in the US. When we think about buying an Amazon business we typically look at just straight-up asset sale, you set up a new LLC and then you’re going to have your earnings on that business tax at that 37%. Under this structure, it would require a different sort of setup with these companies and one could do with the details in that meeting because I don’t want to get something wrong here on this episode. I hope to have Eric from Redpath on who can discuss this in more detail. But effectively going from that 37% like you said down to an effective rate of what was it 25%? Joseph: 21 or 26 depending on which country the operations are run out of. Mark: Right. And so that can be significant savings if you are seeing earnings well into the six figures. And in addition to that having that structure set up so if you were to say as a buying group I want to buy in the UK because let’s face it there’s a lot of U.K. companies that are really, really powerful and doing some amazing things. You now have a vehicle within UK to be able to acquire some of these properties and save on the tax rate as well. It’s a double bonus there. My opinion from the buy-side it requires a little bit of setup but the benefits are definitely there long term. Joseph: I think it’s one of the cool things that we sourced towards the dinner we had was not many other buyers are looking at these companies. And I think that gives the buy-side another competitive advantage. It’s like some of the other larger brokerage firms they’re not looking at UK companies. I remember having some initial contact conversations with my broker and the second we mentioned it was a UK company they basically took a 0.5 multiple off the company because they were like yeah we don’t do that, we don’t do stock, we don’t do you know. And I think that approach to UK companies means that there’s more of them available. Mark: Yeah. With a US-based company, we have this tendency where if you don’t move quickly as a buyer and by quickly I mean days you’re going to lose it and with a UK company often. And it didn’t happen in your case actually when we actually got down to that LOI stage things did move rather rapidly. But there was luxury for some of the earlier buyers to basically take their time because they didn’t have; normally we have a dozen or more people looking to have the property. In this case, we had less than that looking at this closely enough or for some competitive pressure. But I think that was crazy. And I think the pace was a bit more comfortable. What do you say; let’s flip around a little bit here and kind of round out with this, there’s a lot of UK sellers out there that may be looking at this and saying I’ve never really considered selling my company. Some of the things that you would recommend you’ve already mentioned building up some savings in your account before going to market. So that you can pull that out as a favorable tax rate but what else would you mention to UK based sellers that maybe haven’t considered this before. Joseph: Yeah, sure. I mean I’m not sure what advice I have specifically for UK sellers. I have some good general seller advice like have your numbers in order, know your inventory values, have inventory management software if possible so you can pull inventory numbers at any given time, know your way around your balance sheets like having numbers over to a buyer as quickly as possible helps them be informed and helps you get the deal closed. I think that’s fundamental you don’t want to be waiting for your accountant to get this information. I mean for UK buyers I don’t think I have any really specific advice or any more detail but like the buyers are out there. There are interested parties willing to look at structuring options and get deals done. I think it’s an exciting time for UK companies which is not; there are options out there to get closes that are tax favorable for a UK company. Mark: Yeah, I would agree 100%. Again it’s a bit of an eye-opening experience for me as far as just what we can do and where we take a look at the deal, structure it smartly from the beginning. I think the other lesson that I did pull away from this was just the benefit in bringing on good advisors. I know both on the buy-side and sell-side I see people hesitate sometimes. Maybe their books are a mess and so we recommend that they hire a bookkeeper. We have a number that we recommend that just do good work and sometimes people they balk at that. I don’t want to spend 3 or $4,000 but the benefit you get out of hiring a good adviser I mean it pays for; it should pay for itself. It should pay for itself. Well, this is great Joseph. I know that there are going to be people out there who have questions about this. Are you open to having some of them contact you by email? Joseph: Yes for sure I’m happy. Anyone who wants to talk to me either buy or sell-side I’m probably not going to give you any detailed information in structures that I don’t truly understand but yeah happy to sort of field any questions that this might bring up. Mark: Okay well, we will place some contact information for you in the show notes to this episode so I’ll get that from you. I really appreciate you coming on here and taking the time to talk about the deal. I know it’s not always comfortable talking about the deal that you’ve just closed because most of us let’s face it we’re introverts. Joseph: Yeah. I should be on holiday now really anyway. Mark: You should be instead you’re still doing all this stuff. Hey, thank you for coming on. I appreciate you sharing your story with us. Thanks for trusting us to do the deal and most importantly as much stress as it was also just a ton of fun. Joseph: Yeah I mean I was generally enthused by the process. I really enjoyed the negotiating and closing and selling a company. It’s the first time I’ve ever done so yeah pretty exciting. Mark: I can’t wait for the next one. Joseph: Yeah me too. Mark: Sounds good. Thanks, Joseph. Joseph: Alright, thanks, Mark.   Links and Resources:

Product innovation, product creation, and product variance are the key lifelines to any Amazon e-commerce business. Unless you are very lucky, simply putting one product out there and hoping that pays off is not going to be sustainable to your business. Today’s guest helps people working with overseas importers to navigate the realm of product development, sourcing, and all that any e-commerce business owner needs to achieve success and save some money in the process. Zack Leonard became interested in product design and importation after starting out as a consultant and working in operations and strategy. His interest was piqued when he started delving into what goes on in product manufacturing. Zack started to research and test what was missing in the market. What started as quality control team on the ground overseas has grown into a full-service product innovation platform that brings in experts all along the product creation, development, and delivery chain. Episode Highlights: How Zack got started in manufacturing and the story of Gembah. Zack walks us through a case study of a client Gembah has helped streamline product design and delivery. How Gembah is able to shave off thousands and create value for your business with his services. The design process their teams go through with clients. How relationship building is essential to the services Zack offers. How Gembah’s consolidated shipping tactics help clients. The process is for new product manufacturing launch – goals for an awesome product. Mutual nondisclosure steps taken by Gembah and their clients. The importance of visiting the factories and making that culture stop overseas. Transcription: Mark: Joe as you and I both know product innovation product creation and variance on your product is one of the key lifelines to any Amazon business. You can’t just launch a product or if you can you’re very, very lucky. Most businesses don’t just launch a product and live with that forever. You need to be able to come up with new products to feed your audience, to feed your; complete your customers in some way. Then I understand you have Zack Leonard on who his company helps with just that; product creation, sourcing, reducing COGS. Tell me a little bit about the conversation. Joe: Yeah. Zack is from a company called Gembah and he came to us through some people that have bought some sizable businesses with us. People that I would say are smarter than us and are in the e-commerce world working with Chinese manufacturers developing new products, sourcing new products, and just focused on all aspects of importing from I should say overseas. It’s not always China. But it was a fascinating conversation because a lot of people that we talked to whether they’re buyers or sellers want to expand their product line. A lot of conversation that you and I have with entrepreneurs we repeat over and over it’s not just about the top line it’s the bottom line and you shouldn’t just drive revenue and not focus on reducing your cost of goods sold or repackaging or stop shipping things by air and do it by freight things of that nature. Zack’s company focuses on all of that and it’s right there in Austin, Texas and he just goes through all of it here in the podcast and it’s fascinating. I think a lot of people are going to say where the hell was this guy when I started my business because you’re going to want to use him and similar services like his. Mark: You know I was just talking to somebody right before you and I jumped on this call here where he had an idea. He’s a consultant on a lot of different things and he was asking me about product packaging and Amazon businesses whether or not there would be a market out there from amazon sellers who want to save some money on their packaging and maybe getting better rates from Amazon in that regard. And I tried to explain to them that yes people are interested but in the Amazon eco-space, there is this element of there’s so many opportunities to either cut costs or grow revenue. Most people are focusing on this; the 20% that’s going to have the 80% effect, right? And so if you can hire somebody like Zack; if you can find a company like Zack’s that can come in and take care of maybe the other 80% that you’re ignoring because you’re simply too dang busy with all the other stuff that’s on your plate that can be a really key win for your company. Joe: Yeah I think it’s an opportunity to at least listen to it have a conversation I think that; you know I asked him throughout this is not, by the way, a pitch for his services. I asked for golden nuggets all the way through. What are people doing right? What are they doing wrong? What would you advise them to do? How can they cut their own costs and things of that nature? So I think it’s going to help people if they’re in the e-commerce world now and it’s an opportunity. You could talk to him at the end. We gave out his information. It’s Gembah.com G-E-M-B-A-H but listen to it, it’s fascinating. Some of the tidbits he gives throughout the entire podcast are really valuable. Joe: Hey folks it’s Joe Valley from Quiet Light Brokerage and today I’ve got Zack Leonard on the line with me from Gembah. Zack welcome to the Quiet Light Podcast. Zack: Thanks, Joe. I’m really excited to be here; excited for the next 30, 30-ish minutes to talk more about what we do and a bit more of our background. Joe: Let’s jump right into that. Tell us about what you do, what Gembah is, and who you serve. Zack: Yeah. So I am the founder and president of Gembah. We are a product innovation platform. So we help businesses both e-commerce Amazon and promotional products companies and retail brands create and manufacture products. So we have a team of engineers, designers that help more with the product innovation side of things. So helping bring ideas to life through sketches, design, whole renderings, CAD drawings. And then we have a team in China that focuses on the manufacturing once those collaterals for your projects are done; for those cool products that are you trying to make. We turn it over to our team to help put it out to our factory network which is over 500 now. And then once you’re into production we do a bunch of quality control measures and really look at it as if you are physically there in the factory yourself to take photos and videos along the way to make sure that we’re scrutinizing the way that you would not a third party necessarily. Really we see ourselves as a partner in crime in that sense and then once everything’s ready to go we help with the logistics as well. So really a turnkey operation to make sure that you can get these cool products to the market in a very fast manner. So typically we can get them out in like three or six months. Joe: Where the hell were you when I was in the e-commerce world dang because I needed you? Zack: Actually during that, I keep hearing that but we’re here now. Joe: Yeah, I actually; two different e-commerce worlds, first for me it was supplements; digestive health supplements that was US-based. But we had another; my wife had a different product that we manufactured in China or she manufactured in China but we had no idea what we’re doing. So I love this subject and I think there’s probably a lot of people that are listening going oh my God where has this guy been? So tell us that, where have you been? How did you get started doing what you do? What’s your background prior to Gembah? Zack: Yeah, so it’s actually unrelated completely. I started as a consultant many moons ago; my prior life. And really that helped me organized chaos and kept me that operational and financial way of thinking. And I moved into a role where I was running the Texas markets for a company called Instacart which is same-day delivery. And you get to see explosive growth and I was employee I think number 40 or something like that so moving a market from zero to doing seven-plus figures in a week in GMV which is hiring nonstop. Basically we have to hire 75 to 100 people a day. It is nuts. Joe: Wow. Zack: Yeah and then from there I moved into a strategy role at a company called Dropoff which was focused on more than just grocery delivery but more to same-day courier delivery. And while I was there I started to pick an interest into manufacturing side of things; it always, Show How It’s Made always resonates with me. I like to watch that show. And then I met a couple of people that were into the manufacturing. One of them owns a pet products company. And he really opened my eyes to what really goes on into that. And the whole time I was thinking man there’s really a problem that was on for a product company to try and find a good resource to really make products overseas especially. So I started doing a ton of research and then I started to really just test this theory out of what is missing in the market out there. And it started off as really just trying to be like a quality control company seeing like how we can help and we’ve just been like a team on the ground overseas. And as we continue to grow over the last couple of years we’ve started to say okay so just being a; there’s tons of companies out there that do this already. What is the it-factor for Gembah? It is really offering that full-scale design plus manufacturing offering where we can take something from idea all the way through the entire process. And the reason for that is I’ve seen a couple of my friends go through that process and they work with a designer maybe and then it’s kind of disjointed. You have that experience where you go in the designer and they don’t know if they can actually get that product manufactured. They go to the manufacturer and they say okay well what do I have to change? You can make a mass scale production here. Then you have to go back to designer and designers are charging them and then the manufacturer says well that’s wrong. This whole process is just kind of just not straightforward. And so what we’re trying to do is bringing experts along the way at each different part of the cycle so start off with the product design part of it and have experts that have made products and manufacturing at full scale manufacturing before and then sync them up with the factory so that you don’t have that lack of communication; that gap in communication. That’s resonating really well especially in the Amazon space. We’ve started to even expand our offering beyond just the product design into more of a research-based company to help with; you know there’s tools out there like Helium 10 and so but we have a team over there that can help really expedite that process and enhance the Helium 10 experience. Joe: So expand, you mean expand beyond their current set of SKUs to a wider product line; is that what you mean by expand? Zack: Yeah, so let’s say that you have a search term that you find that is really hot right now. There’s a lot of investment that could go on into making a product completely new from scratch or incrementally innovating and paying some high design fees if you don’t know what you’re doing. What we can do is actually say okay you find this hot search term let’s go talk to our factory networks and find out what the latest and greatest technology is for that search term and find out a product that isn’t on the market yet and then you just go sell it, right? And we’ve done that successfully now for a couple of our customers and they actually have a seven-figure product now because of our research. Joe: That’s amazing. Let’s talk real-life examples if we can without naming names or products or anything like that but can you walk us through a relationship that you have where they’ve come to you, met with you, sat down with you and your team and what you did for them in terms of helping them design and develop the product and expand and find those manufacturers and so on and so forth. Zack: Absolutely so there’s a customer that we have that’s an eight-figure seller now and they came to us with a couple of issues. One is they’re one of those companies that acquires a bunch of other smaller sellers and tries to roll them up. And so a lot of those sellers when they sell they made it from their factories on Alibaba or they may have gone over and met the guy in a subway or something like that and they’re taking those guys at face value. Well first thing that we do with them is help optimize their supply chain. So if they have a bunch of different companies we’re helping them really understand are they getting the best pricing, are they scaling the correct way, or maybe if they have similar products are we able to condense them into one single factory or maybe two factories instead of three different factories that they have. And so when you talk about that you’re talking about giving them buying power. You’re talking about giving them scale at the factory. I mean able to shave off like 20 to 30% of their product cost so at their bottom line we’re talking; you’re adding a ton of revenue or saving a ton of cost to their bottom line so that’s kind of the first thing we did for this company. The next thing we did is… Joe: Pause right there just so that people understand and I maybe I don’t need to do this because the audience is incredibly smart and adept but if you’re selling; simple math 1,000 units a month and you’re saving a $10 product cost. And correct me if I’m not getting this right Zack but $10 product cost and you’re shaving off 20% that’s from manufacturer to FBA in this case $2 per unit or $2,000 per month what that does everyone is that adds 24,000 to the bottom line and if your business is worth 3, 4 times that’s going to add $7,500,000 to the overall value of your business when you eventually do exit it as well. So we’re always talking about it’s not the top line that only matters but working with some of it Zack and improving that bottom line and the efficiencies and the profitability; that’s what really drives value. It’s not just the top line. I’m sorry to interrupt but keep going. Okay, so you’re working with this particular client to reduce their cost of goods sold and streamline and go on. Zack: That’s right. So that’s kind of the first set of operations that we helped them do. The next set is they identified a bunch of SKUs that they want to add to their brand or add to their existing brands. The first step is if they want to just white label a product because they see how we’ve been able to give them better pricing they’ll come to us and say hey I just want to go white label this, I found a hot product, let’s go find it. They set a price target and the quantity and 9 times out of 10 hit that price starting in quantity and get them adding SKUs; adding value to their overall brand, diversifying their brand, giving that perpetual continuous flywheel of bringing out new products that are really reasonable clip in terms of time. Like I said it’s like three to six months. Joe: And they’re using a software like Helium 10 to see what kind of sales are already occurring. They know that that particular product is a hot seller. They’re just going to jump on the bandwagon so to speak? Zack: Sometimes yes I think they also have their own proprietary software that they use. Joe: There’s the Jungle Scout, there’s the Helium 10, there’s a lot of things out there that can help with it but that’s what they’re doing is to research goods; okay this is something that sells well? I’m going to go ahead. Okay, I got it. Zack: And if they want to differentiate from that then they’ll come to us and say okay I want to make a new or incremental innovation on this product. I looked at maybe some of the reviews or I have some sort of test market that I go out and look at and say hey what do you think about this product and they give some feedback and then they say I need to make X Y Z enhancements on a certain product. Our team will design it really fast. Usually we get those designs back in about a week we. And then we go put it out to our factory network and then they’re able to again get on that flywheel of creating new products in three to six months. So obviously it’s just a straight sourcing white label gig that can take a lot less time. That can take like a month maybe to get a product out to market. And then if it’s more of a design-focused project then it can take like three to six months. Joe: Okay, and the designers are industrial designers doing real 3D renderings, things of that nature? Zack: Exactly right. So our process really starts off with sketching. So we’ll do two to three sketches of each concept based on a conversation or a full project kickoff we have for each one of the SKUs and from there we then focus in on getting to that final rendering and then we’ll then prepare you and enable you to have the real blueprints of the product; so the CAD drawings, all the build materials, all that stuff you need to really look like a professional when you go and start sourcing overseas. One of the biggest problems I see with a lot of sellers is that they try and go talk to these factories on Alibaba and they go and say oh I want to make X Y Z changes to your product not really giving them that collateral and saying these are the exact changes I want to make. And so the factories know that you’re a fish in that circumstance. They know that they can take advantage of you. You go to them with a design sheet; full build materials, a full CAD drawing to show them exactly what you want, they’re going to take you a lot more serious. And so what we’re really trying to do is prepare you for that conversation whether it’s through us or whether it’s on your own factory network but we want to make sure you look like a professional. You can start getting better pricing because of that. Joe: Okay. So if I was the person that had the e-commerce store or Amazon business or both I can choose. I can take your renderings and go direct to my own manufacturer or I could have you bid it out to your manufacturers as well. Zack: Yeah, if you want to. We prefer that you build it out with our factories obviously. We tend to have better pricing than the average Joe. But if you want to go off on your own we’re more than happy to do that. Joe: Yeah, so let’s say that I hired you, do the relationships with your manufacturers transfer to me? Do I get to work with them directly or are you always in the middle? Zack: Typically if you’re going through us to manage it you’re using us as your face in China or Vietnam or India or wherever we’re doing business with you. And the reason for that is because the relationship building is so important as well as we provide the quality control. So it’s something you just take off your plate. You don’t have to worry about it. You don’t have to fly over to China. We just handle that relation for you. We’re going to show up at the factory, we’re going to build the relationship, we’re going to constantly go to bat for you, try to get better pricing, make sure that if your factory is getting behind or they’re starting to lose scale you can start having a conversation about either bringing you to the next level factory; the higher level or starting to scrutinize the build materials that they give back if it’s an assembly factory and say hey maybe this component that you’re sourcing you’re marking up too much let me go find a different factory for that individual component and get it cheaper for you. So we do that a lot of times with packaging for example; if you go to an assembly factory they’re going to upcharge the packaging. But we have the packaging factory work it that. We can compare pricing to make sure that your assembly factory isn’t up charging you. Joe: Yeah, every dollar counts again to that bottom line. I had someone on the podcast a few weeks ago; folks if you haven’t heard it somebody bought a business from Quiet Light and within a few weeks they did what Zack is talking about which is exchange out one part and get another part. I think he saved something like $4 per unit and per SKU and they sell thousands on a monthly basis. It was just a tremendous instant equity to his business and overall a bump in bottom-line revenue as well or profit I should say. Do you also do consolidated shipping so that if you’ve got three or four different clients that are manufacturing from different facilities can; do you do partial container load with different folks and reduce their overall shipping costs as well? Zack: Absolutely if they have factories that are located in essentially the central part of China that goes to the same port we absolutely can handle that. We’re doing that right now with one of our customers actually. They have three different factories after three different products and they’re trying to fill up a 40-foot high container and they want to make sure that we can make it happen for them and that’s something we do pretty easily. So yeah we definitely do that. Joe: Educate me. Make me sound smarter than I am. Is it LTL less than container load is that what the acronym is? Zack: LCL, less than container load. Joe: LCL. Okay, thank you. Thank you very much. Alright, I’ll try to remember that. I’ll get it wrong the next time we do this and people are going to go, God, Joe you just can’t get that right. But I don’t do what you do so it’s okay. I don’t need to know what you know that’s why people. Alright, so the design aspect going back to that again, how does somebody approach you? What’s the ideal situation; is it do you have a form on your website site, do they just come to you and they have a conversation with you, how does it start, how does it work? Zack: Yep. So we have a form on our website which kind of gives you just the basic Name, Email, Phone, What you’re trying to make, and then we’ll have a conversation with you about what you’re trying to make and we’ll start the conversation with understanding if there’s patent issues or some like that so that we can have an understanding if there’s any legal obstacles we have to overcome. After that, it’s really just talking with our industrial designer to pull out every information from you that they need to do their job which is who’s your inspiration, what’s your end-user goal, all the stuff you want to have in terms of making an awesome product and then we go to work. I mean we try to make this process as simple and easy for anyone who wants to come interact with us. Joe: So when we do valuations at Quiet Light which I hope we’re doing well in advance of somebody exiting their business so that they get more value. Oftentimes people say well I don’t really want to share my information with you until we have a nondisclosure agreement on file. Will you send that to me? Do you start with a nondisclosure agreement on file because you’ve got an awful lot of information about somebody and you can decide to go into the e-commerce business yourself? Zack: Yeah. We won’t have a conversation with you until you sign a nondisclosure because of that. It’s mutual. We make sure that all the IP is protected; all the conversations are protected because our business is really secretive, right? So that we make sure that everything is completely sound in terms of legal and protection for the IP. Joe: So theoretically if I decided to work with you, do I really never have to go to China? Zack: Never. I mean we encourage you to because it’s always great to meet the factory and our team. But in terms of like reality, no you don’t have to. Because we have someone who’s going on your behalf showing up at the factory doing pretty much everything that you would do and they understand the culture because they’re locals. Joe: You know we had Dave Ryan on the podcast and he’s from EcomCrew and a big part of his contribution to that is manufacturing in China and he’s an expert at it and his wife is actually from China originally and he lived there for a long time. And he talked about the benefit of that relationship. I’ve heard people talk about it when they go over and they meet the manufacturers and they go out to dinner drinks and drinks and drinks and drinks as understand. It changes things. They’re willing to give you perhaps better pricing, better terms, things of that nature. Do you fully replace that or should a business owner also; it’s still your relationship with the manufacturer but should they get over there as well? I mean what do you; I mean you said you think that or you think that they should go over but truly they don’t ever have to. What’s the benefit of them going if it’s your relationship with your manufacturer? Zack: Yeah there is a business culture called Guanxi in China which is exactly what that is. It’s basically how they operate in terms of the business language and how they operate from the business culture. And what they enjoy is the face to face interaction. There’s a lot more conversations that can be had. You can learn about their family. You can talk about what kind of food they like to have, all that kind of stuff. There’s a lot of value that comes out of building the relationship and like you said they’ll start to give more concessions. There’s a ton of people going to them every single day on Alibaba or in person that wants to do business with them but they value the people who are there for the long term and the people who really make an effort. And that’s because that’s just how their culture is. So while you don’t have to do that because we’re taking care of that we definitely enjoy, recommend, whatever you want to call it, you personally as the business owner of your business going over there. Maybe it’s not every year; maybe it’s every other year, maybe if you want to go there every six months, whatever it is we help facilitate that. So if you show up we’re going to take you with our team over there. So you get to meet both our team which is also a part of it as well going to the factory. So yeah we’ll take you straight from the plane to the hotel you choose. If you want to stay in our place you can stay at our place. And then from there, it’s going to the factories. Joe: I love that. That’s great. Zack: So you get to meet our team, see our office, if you want stay in our apartment we’re more than happy to but really we give that white coat service in terms of making sure that you again look like a professional and look great in terms of the culture aspect over there. So we’re just bridging that gap. Joe: That’s awesome. It’s standard business stuff and that’s why we do video in addition to the audio on these because it’s; look we can’t meet everybody face to face but it’s great to be able to see the whites and odds and talk to them when we talk to people all over the world. Talk to us about what are the biggest mistakes; let’s say somebody doesn’t want to use Gembah but educate them, help them, what are the biggest mistakes that e-commerce product owners, and marketers, FBA owners, what are they doing wrong at a dramatic level? Zack: That’s simple. I think the number one thing I would take away is going to Alibaba unprepared. And the reason I say that is because Alibaba did a great job at bringing the factories to mass market. But they don’t do a great job of explaining how the process works. And so there’s a lot of things that you can go straight to Alibaba and get wrong. So I’m sure you’ve experienced this or maybe people; your audience has experienced this. We go to Alibaba, you ask for a price quote or something, you get a sample and then they change the price. Or you ask for an iteration of something they give you a price and then they make the sample and it’s completely wrong. Or you order a product and then it’s completely defective before you come back. I mean again this is just a software platform into a process that has been going on for thousands of years, right? Software is not going to necessarily overcome the hurdles that exist continuously in manufacturing which is defective products, building that culture, and building a relationship. So those are the three things that Alibaba really doesn’t fix. And so what I would recommend again is to hire someone locally to fix those problems because there is a culture gap. You do need to build a relationship and you need to make sure that your products are not coming back defective. So those are the three things I think that are the most important in terms of doing business overseas that most people overlook. Joe: And what is the simplest thing somebody can do to reduce their costs? Zack: It depends on which part of the process they are in. So if they’re; if you’re talking about building something from scratch it’s going to the factories and getting multiple bids with an actual blueprint. Like I always use the analogy of building a house; you wouldn’t build a house without an architect. You shouldn’t build a product without a designer and an engineer. You’re just going to cut corners. They’re going to take their interpretation of what you’re trying to make and their interpretation is let’s make this the cheapest way possible and charge the most they possibly can. Joe: It seems logical when you put it that way. Zack: Right. I mean who wouldn’t do that? It’s the same thing when you’re building a home. If you go straight to the builder and you say I want to build a 2,500 square foot house. Okay, I’m going to build my interpretation of that and I’m going to put it up as fast as I can and as cheap as possible. Why wouldn’t they do that? That’s the way that we approach it. Joe: Okay. Any tricks or tips or advice in terms of shipping which is a big cost to freight when people are shipping products from China to Amazon or to their own 3PL or whatever the case might be; any tips there? Zack: Yeah. I think again always get multiple bids for that and then always make sure that your compliance is in order especially if you’re building a new product. These products have never been out in the market before. There’s a ton of compliance measures that need to be taken to make sure that they’re labeled correctly. Like for example if you’re selling a children’s product. They need to be tested. They need to have a CA Prop 65, ASDM testing, a bunch of other testing that needs to happen and be labeled a certain way. If it’s intended for infants it need to be choke; make sure there’s no small parts that can choke them. They need to be labeled on the packaging as well a certain way. So those are all things that if you don’t do those correctly they can get flagged at customs and ultimately turned back. And the factory is not going to reimburse you for the mistake that you made in not going to your compliance in order. And so that is a business killer. So that is the number one tip I can give to someone in terms of logistics and compliance is make sure you have all that in order before you bring a new product into the market. Those are all things that we help do obviously. Joe: Good advice and you do that again but what the heck is Gembah? How did you come up with that name? What does it mean? Zack: In Japanese Kaizen manufacturing theory there’s the word Gembah which means the place where value is created on the manufacturing floor. So that is where it’s based off of. In Chinese gembah means let’s do this. So it’s kind of a dual meaning both from the Japanese manufacturing and then the fun side which is gembah. Joe: Very cool. I got it. You just mentioned manufacturing; I want to go back to something you said earlier which was your manufacturers in China or Thailand or wherever they may be you named a few countries. How difficult is it now in this economy and this environment with all the trade wars to find something that’s being manufactured currently in China and get a quote on their factories in Thailand and the Philippines and so on that can do the same thing? Zack: Yeah that’s a great question and we get that a lot now from our customers and I think there are some products that are more easily transferred to a different country. If you’re talking cut and sew apparel for places like Vietnam, glassware you can get in India pretty well, if you’re talking injection molded items it’s starting to pop up in Vietnam. You just have to make sure that you understand they move a lot slower. Especially in places like Vietnam, Cambodia, Philippines, and the reason for that is because they don’t have the raw materials that places like India and China do. So they’re importing almost everything from places like China, South Korea, India to get into their factories. So that adds time to the lead time of you making a product. So most Amazon sellers for example don’t have the luxury of waiting 60 to 90 days to get a product into their hands of their consumers whereas these big e-commerce brands who spend a lot more time and money on R and D and come up with new products maybe 12 months in advance they can take that luxury and move their production over to different countries. So that’s what you’re seeing like the Nike the Adidas of the world moving into Vietnam or moved a lot of the production into Vietnam because they can do that. They have the operational capacity to do that. Joe: So for the six, seven, eight-figure brands that we know and we talked to is it worth it time-wise and financially; are they saving costs in terms of cost of goods sold or are they just comfortable knowing that they’re not going to have to deal with any trade war issues in the future? Zack: I think that’s a true business decision. While I would say the prices that we’ve seen between India and China specifically are not competitive. China’s way more cost-friendly in terms of like apples to apples comparison on the exact same products I’ve seen 5x in India. Vietnam is pretty competitive because everyone is starting to knock at their door. So I’ve seen garment and apparel prices go up by 4 to 7% just cost of good before you get to the shipping and logistics side of things. So they’re smart. They know that everyone’s trying to come to them and their production lines are moving at a high clip now. So I think it’s really you have to understand the entire landscape of your true landed cost and lead time before you actually make that decision of moving production over to Vietnam because it’s not as easy as it sounds operationally. Joe: Right. Makes sense. Are you renegotiating with any of your Chinese manufacturers to offset the tariffs? Zack: Of course. Joe: They’re okay with that; what are they like? Zack: Yeah, I mean it’s a geopolitical issue that’s going on and they don’t like it either. Whoever side they end up taking is on them and whoever side we as Americans take is on us but there’s certain things you can do to help them share the tax burden. There’s certain things you can do especially with molds that you can start recouping your mold costs if you want to create some injection molded item. That’s the kind of stuff that we do and we’re talking about making you look like a professional. These are the things that we are bringing to the table when we start the negotiation process. And so because of the geopolitical landscape that we have this is part of the conversation now. Joe: It sounds like a really, really important conversation to have. How do people find you, how do they get started, that kind of thing? Zack: Yeah. So the best approach would be to go on our website www.gembah.com G-E-M-B-A-H.com and fill out a form and we’ll be in touch with you as soon as you fill that out. Joe: Geographically where are you located? Zack: So we are headquartered in Austin, Texas; the barbecue capital of the world. Joe: And all you have to do today is put it on your dashboard because it’s; I’ve talked to people in August here right so it’ll grow right there. Yeah, I love Austin; lots of folks down there that we work with. Zack: Yup, and then our office in China is in the southern part in a place called Dongguan which is close to the Guangzhou area; it’s the manufacturing capital for the south. Joe: So you get the grilling capital and barbecue capital and the manufacturing capital. I think the folks here in North Carolina may argue with you about the barbecue capital but I’m for me. Zack: Yeah we all love your sauce; I’ve come to learn that it’s a saucy type of barbecue. I prefer the sauceless more of a dry rub which fits me well in Texas but I still like the Carolina barbecue. It’s great. Joe: I won’t say I disagree. Alright man, it’s been great having you on the podcast. I’m looking forward to hearing some great successes from some of your clients who I know. I know a few that are working with you; people that have bought businesses from Quiet Light and sold to Quiet Light working with you now too. So it’s been great having you on the podcast. I look forward to having the audience reach out to you and work with you and learn and get better pricing and better products out in the future. Thanks for your time today. Zack: Thank you, Joe. I’m really, really glad I could be here. I appreciate it. Links and Resources: Gembah Instagram Facebook

Bringing outside perspectives and experiences to our business and podcast episodes adds another perspective to our expertise. This episode brings in someone with a lot of experience in a particular niche, in this case, the exit strategy/buyout arena. Quiet Light’s own Walker Diebel is here today talking to our guest all about exit planning. BEI Institute founder John Brown started working as a lawyer in estate planning in the late 70s. John walks us through his journey managing business owner’s assets and becoming aware that no one was helping them plan successful exits from their companies when the time came. Without being educated, he asked himself how these business owners would plan a strategic exit from their businesses and move successfully into their post-business lives. John’s company, BEI is now is the leader in the exit planning industry. Episode Highlights: John explains exit planning. The first thing that someone who potentially wants to sell their business should do. The value drivers that are important to pay attention when building your business. The role of the business owner in the process. Business risks that are not avoidable or hard to foresee. The biggest deal killers. John walks us through the four exit paths. The Karl case study – an exit strategy lesson. Transcription: Mark: Joe I don’t know if you know this or not but one of the advisers here at Quiet Light Brokerage; Walker, he’s kind of a big deal. Joe: He is kind of a big deal. Let’s do this; let’s make a pact. This is the last intro and the last time that we will say did you know Walker Deibel wrote a book and a best-selling book, Forbes and Amazon, all this other stuff because you know Chuck and I did talk about it the last episode as well. We need to stop making fun of Walker. The truth is he’s brilliant and we’re jealous. That’s the bottom line. Mark: That is why we make fun of him, right? I mean we kind of wish that we had that book to our name and he is brilliant. And he’s well for a reason. Joe: And he’s being asked to be a featured speaker all over the country to entrepreneurial groups. And he just had somebody named John H. Brown, founder of BEI on the podcast. I’m looking down because I’m looking at the book here; a brilliant guy. The wisdom that John brought in terms of exit planning and what entrepreneurs should do in terms of goal setting and looking out to the future and how to adjust their business as necessary to achieve their financial goals and their personal goals; it was brilliant. A great deal of wisdom that John brought to this podcast that Walker hosted instead of you, right? Mark: That’s right. You guys get a break from us this week which is fantastic for you. I love bringing in outside opinions. We’ve brought in some people in the past who are also in our industry that do things that are similar to what we do at Quiet Light Brokerage but they come with a different perspective than we do. I love doing this because I think sometimes with what we do we can kind of get set in our ways and our perspectives and bringing somebody else in who has a lot of experience in this space and seeing how they look at it, it tends to stretch you a little bit and structure your viewpoints a bit to maybe look at things that you haven’t looked at before. So this is going to be a fascinating interview that Walker did with John to see what he has to say about exit planning. Joe: I agree. I’ve listened to it twice. Let’s go to it for our studio audience. Walker: Hi everybody it’s Walker Deibel with Quiet Light Brokerage. Today I have John Brown who is the CEO of Business Enterprise Institute; the oldest and largest provider of exit planning education in North America and the author of the best-selling exit planning book of all time. And most recently John wrote Exit Planning The Definitive Guide To Sell Your Business When You Want For The Money You Need To The Person You Choose. John, welcome to the podcast. John: Thank you, Walker. It’s nice to be here. Walker: Now here at Quiet Light we have a tradition of having our guests introduce themselves because we believe that you’re going to be able to do a better job than we ever could. And what I might do is throw a curveball at you and say… John: There was never a good curveball if you will know. Walker: Maybe if you can tell us about your journey of being an attorney and then how you evolved to ultimately start BEI and writing all these books on exit planning. John: Sure. So I was the son of two business owners in Michigan. So I’ve always had some I guess passion for business owners because they ended up selling their business and it didn’t turn out well. It was an absolute bust. And this was when I was probably in law school at the University of Wisconsin. I wasn’t in a position to do anything because I didn’t know what to do. Walker: Well let me interject a question little fast, when you say an absolute bust selling a business what does that mean? John: Well they sold the business to the management team for a promissory note. They retired because they’re from Michigan. They retired at Florida like all the people from Michigan and within a year the business had gone under. And they received very little of the proceeds from the sale of their business. So that was just a bust. It really affected their retirement dramatically. Walker: I got it. John: And at the time I was just a young and stupid law student. I really didn’t know how I could have helped them. And it was long enough ago that the word; the term exit planning hadn’t even been coined. I think we probably coined the term back in the 1980s. So that always stuck with me. So when I started to practice law in Denver I really had a desire to work with business owners. So the law firm developed along the lines of representing closely-held business owners. And we had about 20 attorneys and all we did was represent closely-held business owners. It was a different type of law firm back then at least. Walker: Were you a transaction attorney or no? John: Half the firm was transactional, an M&A firm buying and selling businesses. But the other half was a planning firm and I headed that side. It was then evolved into explaining; how to design and implement a plan to allow the owner to leave on his or her terms. And then often would end up being a third party sale and so the M&A firm was active in that. But even more frequently it ended up being transferred to family members or to management. And so we just developed an exit planning process about that in the law firm with hundreds of clients and then I’m never having a passion for being a lawyer. I transitioned out of that. I exited my law firm and started BEI. Walker: Are you still a recovering attorney or have you had a chance to move on from that? John: I think my former partners would say I had recovered from being an attorney while I was still at the law firm. Walker: John what is exit planning? I mean what is the goal of exit planning? What is it; I mean what is this thing? John: So every owner is going to leave the business at some point. I think we can agree on that. Walker: If they don’t? John: They may die. They may go bankrupt. Or hopefully something in between where they develop value that’s transferable to another owner and they create a plan as part of that to exit the business when they want; is it three years, five years to whenever for the money they want or need and to the person they choose; the person of their choice. That’s, in essence, is exit planning and a raptor into that then is an exit planning process that owners can use and BEI does not represent business owners. We train lawyers and CPAs and financial planners and so on to actually do the exit planning for business owners. Walker: And brokers? John: And brokers; and the good brokers I should say, Walker. Only the good brokers. Walker: Only the good ones. John: Only the good ones. And so that’s what BEI does today. We train and support other advisors throughout North America. Walker: So I have to ask you as coming from the buy-side of the deal hearing about something called exit planning it almost seems to me like the goal from a buyer perspective might be perceived as the goal being to maximize the value, potentially some end gaming going on, or for lack of better description is exit planning just kind of putting lipstick on a pig in preparation of taking it to market or it’ more…? John: Putting lipstick on a pig is the broker’s job. Walker: Packaging it up; I got it. John: We’re trying to convert the pig into a beautiful stallion. Walker: Right. So in other words what you’re trying to do is address the sort of levers that drive value and build a lot more muscle into a company for an exit. John: Exactly. A better term for us instead of exit planning would probably have been pre-exit planning because almost all the planning and implementation work must take place and be completed before you transfer the business to a third party, before you go to market, or before you substantially transfer ownership to the kids or to an insider. So that planning needs to be done now for most owners because 80% of all owners according to our last summer survey want to leave their business within 10 years. I was about to say 10 days and it’s true for some but it’s 10 years to be a little more accurate. Walker: Every month I have calls with both ends of that spectrum. John: Yeah. Walker: Okay, so how should a seller plan strategically about their exit? Like what are the things that they need? Or let’s start at the beginning, what is the first thing that someone who potentially wants to sell their business should be doing or thinking about? John: The first thing that would be really the first phase of explaining which consists of understanding what they want growth both in money, when they want to leave the business, who they want to transfer to, do they want to maintain the culture or legacy of their company, do they want to benefit the employees, do they want to keep the business in the community. Those are all goals that owners need to think about and then they need to create with some specificity. A quick example is most owners would say if I ask them when do you want to leave, they would say oh I’d like to leave in five years. If I were to come back in a year and I’d say hey when do I leave, they’d say oh I want to leave in five years. Well, that lacks clarity and specificity. So we would say okay, you want to leave in five years; you want to leave on August 8, 2024. Now we can start to plan towards that. So that’s the goal side and the other side is knowing what the resources are. So in third party sale in your world the potential clients you talk to have an idea of the value of their company and that value is always quite a bit higher. It’s almost always quite a bit higher than reality. So they should be coming to the transaction advisors. And this is what BEI members do, they have transaction advisors they work with all the time and if a client says I’d like to leave my business in five years and I think it’s worth 10 million dollars so I think we can get started. The first thing one of our trained advisors is going to do is to say okay let’s go talk to an experienced M&A advisor; you, an investment banker, a cayenne business broker and let’s have them tell or give us a range of likely sales value. Hey that comes back at four million dollars or maybe something in between. We don’t know as exit planners what it’s going to be worth but we can’t do any planning that suggests owners can’t do any planning if they don’t know what the heck they have and what in the heck they want to do. And that’s the first phase of exit planning. And then it determines; the final part of that is is there a gap between the resources they have today and the resources they’re going to need? We’ve determined all that using financial planners, maybe business valuation people if it’s going to be a transfer to management, or an M&A business broker, or an investment banker if it’s a third-party sale. What we know is where the owner stands and so does the owner before they make decisions on what they’re going to do. Usually that decision is going to be I’ve got to grow value in the company and it may take me years to do so but not always. Walker: So it sounds like number one is to set the goals; apply what is the number we’re trying to hit and what is the timeline in which we’re trying to hit it. John: Right. Walker: Number two seems to be working with someone like a broker to get a valuation on the business today so that you know where you are and where you’re trying to build to. Is that accurate? John: Well yeah we would say the first step is goal setting, the second step is resource determination. But to do it accurately like you just said. And then the third step in our exit planning process is to grow value, grow cash flow, minimize; do some tax planning. There’s not so much tax planning most owners can do that they don’t; they’re totally unaware of because their attorneys and their CPAs have never suggested tax planning to them. I mean there are ways where you can sell the stock of your corporation; a C Corporation and not pick up a gains tax if it’s been structured properly from the inception. Walker: Amazing. John: And few owners know about that. Walker: When we talk to our potential sellers at Quiet Light I mean if we really were to boil it all down there’s probably seven different things that I kind of look at. And this isn’t about Quiet Light, it’s about you and the process that you’ve built. My question to you is what are the levers that drive value in a business? John: So we have a whole part of explaining in this third step called value drivers. And so we look at what are the value drivers in most businesses. And how do we get this idea; the value driver concepts? It’s not from being a lawyer. It’s from talking to the M&A community. What do they look for especially private equity in acquiring businesses? And then those value drivers or levers work equally well in selling the business to insiders. So two things, one is we focus on creating what we call transferable value. For smaller businesses where the owner is in charge of almost everything, it may have a million dollars of EBIDTA a year but that’s probably not transferable because the owner sells the business, the owner goes away, and maybe the customers go away, maybe the employees go away. So a buyer is not going to be interested in a company where the owner is too important in the operation of the business. So to us, transferable value means the owner could leave the business today with minimal interruption to the company’s cash flow. So part one; does the company have that? If not we need to work on that. And the value drivers then are what we work on which is the second part. The three biggest value drivers we see today, and you can probably comment on this better than I can Walker, is one having a top-notch best in class management team. That’s what most buyers like to look for because most buyers don’t have that management team to put in place in the company they acquire. And it also means there can be transferable value because the management team can continue the business without the owner. The second thing is diversity of the customer base or maybe the vendor base to make sure that the company is not dependent on any small group of customers or clients because again those customers and clients might leave when the owner does because they’re loyal to the owner. So that’s a risk that buyers don’t want to have. And the third thing I hear today that I didn’t hear a few years ago is the quality of the operating systems within the company. I’m hearing from a lot of the PE firms hey we don’t want to spend hundreds of thousands of dollars if not more to go; to rip out the old operating system that’s eight years old and put in a new operating [inaudible 00:16:50.8] operating system. They want to see that in the companies they’re requiring; at least those worth millions of dollars. I mean a smaller company maybe they wouldn’t expect that; I really don’t know but maybe you want to comment on that. Walker: Hey, it’s a really great point. I think that a lot of the sellers at Quiet Light Brokerage are online businesses, right? And as you know I’ve bought over half a dozen companies in my life and I sold a couple. And I’ve done everything from manufacturing and distribution to online. As a broker, I really only work in online businesses. But part of the reason for that is a lot of the reasons you’re talking about because a management team is almost eliminated. I mean we can sell a company for five million dollars say and that’s just one person and they’ve got a bunch of virtual assistants. So the most important person in the company might just be the hired gun that’s running paid ads or something like that. So making sure that that management team can transfer is key. I want to come back to something you said around transferable value and I want to kind of dive into that just a little bit; a little surgical here and the question is it seems to me like what you’re saying is that the owner can’t be the craftsman in the business whether that be I’m out hustling doing one on one sales or I’ve got some key relationships or an industry of like in math analogy I’m the one making the pots. Is that accurate? I mean does that sort of core business need to be transferred to a different person that is going to transfer with the business even if it means a reduction in earnings because you’re paying for a new person on staff? John: Yeah I think that for most buyers that would be critical. Now in the world you’re in, the owner may not be that important. It might be the technology itself that’s important then the owner is not; the owner maybe developed it and created it. Well he may no longer be important in the whole process. Walker: It does depend. But yes, go ahead. John: Yeah. So that would be in your world more than my world. In my world which isn’t; I mean all worlds now have developed technology involved that seems like. Even farmers have a lot of technology. But that would be more towards an operating system. They’re not developing the technology they’re just using it. So I’m not sure I can answer your question I just don’t have enough experience in that. But I would say if I were buying a company for its technology and it was created by the owner I would sure as heck want the owner to stay with the company because he or she probably has other ideas in their brain and I may want to capture some more of that. That might just be a situational issue more than anything else. Walker: You know I think it’s one of these things where I was recently talking to; it was about…well, I shouldn’t date it for confidentiality reasons. Months ago I was talking with a potential seller who wanted to exit and he owned a SaaS business; a Software As A Service business. And it turned out through the sort of valuation call I was having with him that he was the actual developer on the whole system which to me was like this is an unsellable business which is kind of what I’m getting at. So sometimes you get the; where the owner is the craftsman and that doesn’t transfer and what we talk to our sellers about is the person who’s likely to buy your business is an entrepreneur. It’s a business person it’s not a software developer it’s not even necessarily a paid ads expert. So I’m glad to see that you agree with that transferability is all. I mean trying to outsource that craftsmanship and skill set to other team members makes the business sellable, to begin with. It sounds like that’s really one of your first steps. John: That would be one of the things but then tied into that that’s clearly the case is the owner before the sale. Let’s say there are two craftsmen in the business that are really key to the growth and the continuation or stability of the business. We would want to tie those two key people, incent them to stay with the business through cash; maybe stock bonuses or stock options, have them really have a reason to continue on with new ownership because they’re going to benefit from it themselves if they stay. If you don’t do that in advance of making efforts to sell the business then the owner can be held hostage in effect by the craftsman because they can say you know owner if I leave your business sale is going to go out of the window and I know you’ve been talking about 10 million dollars and I think I’m probably responsible for at least 20% of that value so I need two million dollars. I’ve seen that happen not in high tech but I’ve seen it happen in traditional businesses all the time. Walker: Right. John: And so you’ve got to protect the trade secrets which is the value of the business. You’ve got to prevent somebody from going out and taking something. You’ve got to prevent your key people from going out and just joining a competitive firm. All that can be done in almost all states; California is an exception to this unless they have ownership which is something to look at. But you still can do some things and certainly motivate; incent them with deferred compensation, stock, stock bonus points. Those are all things your listeners should be aware of. They should be talking to attorneys and M&A advisers about how to protect themselves against that risk that is right there next door to them. Walker: John, I want to ask you this question is every business risk addressable? I mean in other words it sounds like a lot of what you talk about and help people navigate through is essentially eliminating the sort of risks that are going to; that a buyer is going to see when they come to the table to buy it, right? But is there anything that is just not addressable? John: Well I would say the thing that’s not addressable is general business risk. Now let’s say you guys one of your would-be buyers has just this great software for the quick print industry 10 years ago. Well that industry goes away. Now where does that work? So there’s that element of business risk. Again you can take measures to try to be aware of that but some of this is hard to foresee. But most other things within the business you can do something about; maybe not everything you’d like to do at maybe a pure loss to the company. Walker: Yeah. And I just; where my brain is kind of going is more like in an offline business probably the number one problem that I see is maybe customer concentration issues, right? In the online world that usually is not a problem. Sometimes in SaaS businesses, you get one customer that’s a bit of a behemoth but it tends to look more like supplier power if you will. Like maybe you’ve got one supplier that supplies all of your product and you’re kind of a reseller for that. I mean I think that it’s probably easier to address if it’s supplier power because you can diversify your suppliers. I guess I’m just… John: That doesn’t mean your owners are going to do that, right? Inaudible[00:24:25.6] has a good point. And you just have to figure out how can you mitigate your risk by diversifying it could be vendors, it could be suppliers, it could be customers; direct customers, it can be all kinds of different things. And advisers are not necessarily the best person or the best route to figure that out. Usually, the owner alone can figure that out through some good questioning by advisors. They may know what those business risks better than let’s say a lawyer in your case you probably know all that because you’re in this space yourself. So I think you would be a very valuable asset. Walker: John what are the biggest deal killers? John: The biggest deal killers; the first one is the owners doesn’t understand if they sell the business what they’re going to get and how they’re going to get it. They go into the marketplace, they hire a transaction intermediary like yourself, they don’t really know how much money they’re going to need as a result of that sale. One if they want to retire after that, how much do they need for the rest of lives? Or secondly, if they’re just going to flip companies, how much money do they really need to go to the next level and make sure that they have a reasonable chance of doing that before they even start the sales process. So we have investment bankers who are members of BEI and one of the main reasons they’re members is that they’ve gone through that. They go to market, they get some good offers; lots of money, but the owner then looks at what he or she is living on now and the proceeds from that will not support that lifestyle even though it’s a lot of money and they drop out of the market. They tainted the marketplace. It’s difficult to reenter down the road and the broker and investment banker spend a lot of time and effort with nothing. Walker: Can you unpack that for me if you wouldn’t mind? Can you kind of give me an example of what that might actually look like? John: An example would be a dealing with one of our members who is an investment banker in Texas and he had a client who went to market and a cash offer for 16 million dollars for his company. So the broker and the investment bank was pretty hands-on with that. It was at the top percentile of what he thought he could get when he sold the business. And at that time for the first time with a firm offer on the table the owner looks at how much money he needed; money after taxes, transaction fees, paying off debt, etcetera in order to support his lifestyle and it wasn’t enough money. Walker: It was a surprise. John: It was a surprise and so he dropped out. So that’s a real risk of doing it. And then along with that is another closely related risk; probably new world as well, is the owners have an overinflated concept or idea of what their business will sell for. And so again they either don’t take steps to grow value, they don’t take steps to protect the value and they just decide they’re going to go to market. They talk to you and they learn that business is worth a third of what it really is and they’ve wasted years that they could have been working to put in the value drivers and other factors that would lead to greater value. Walker: There’s a couple of times where I try to buy companies by going directly to the seller before the company was on the market so to speak and every single time they wanted 20 times EBIDTA. I mean just some [inaudible[00:28:05.1] with what the value of a company was. So I learned pretty quickly to find the sellers that are already working with advisers because they’ve already gone through the hard learning process of what the market actually is, right? You can want what you want but the market tells the truth. John: That’s right. Working with an adviser there’s going to be better information available as well. They’re going to have a deal book. They’re going to have vetted some of the owner’s beliefs. Walker: Tell us about the four different exit paths and kind of like a brief synopsis on sort of the pluses and minuses of each. John: Gosh Walker you have read part of my books if you’d known about that. Walker: I take it pretty well. John: Did you just look at the chapters and figured out from there in the introduction? I get that; I mean I’m going to rip those Table of Contents off from now on. The four types of; the four exit paths starting with the least used to the most used. The least used is an ESOP, an Employee Stock Ownership Plan. It’s a great concept. It’s a great tool. About 1% of the exit plans or members do use that path. Walker: And this is where the buyer of the company is the employees of the business. John: Well the buyer of the company is a retirement plan; a trust in which all of the employees are beneficiaries. And there are some great tax advantages in doing that but they’re relatively complicated. You need a business that has probably 5 million dollars of value or more in good cash flow and a strong management team to do that. That can be great especially for owners who might say well I really want to keep my business and my community or I want to benefit my employees; I want the legacy of my company continue. In ESOP it’s good because it’s going to be indirectly owned by the employees and so the legacy etcetera will continue. The next used is sort of a tie; it’s between transferring the business to kids. About a quarter of all business; all exit plans are members prepared with an exit plan are transfers to family. About 29% are transfers to third parties. So those are the second and third least used. And then the exit path most commonly used is transfer to management; surprisingly transfer to management. And the reason for both the transfer to management and transfer with the kids is that with the planning they can do really through our BEI members they can start to transfer the business sooner rather than later. They keep control over the business however until they get all of the money and achieve all of the other objectives they want to achieve. So that might be a 3, 5, 8, 10-year process of transferring ownership, getting the excess cash flow, getting some money for the transfer of new ownership, and then having a liquidity event at the end in which the buyout occurs. So that’s kind of the general design of both transfers to family members and transfers to management. A transfer to a third party is used about 30% of the time and that’s your world. And for a lot of owners they would like to maximize the dollars they’d like to exit; if their business is prepared they’d like to exit sooner rather than later. They don’t have family members involved. Their management doesn’t want to buy the business. So a lot of reasons for an outside third party sale. And so from an exit planning standpoint; in our world, that’s the owners choice. The owner tells us the path they want to go down and then we just talk about the pluses and minuses of everything. But then our goal is to make sure that that owner is able to use that exit path and achieve this financial time-driven goals. Walker: Well, just knowing that you have options and the fact that you can outline it so clearly is a great roadmap just to start with. So your parents selling their business and kind of getting it all screwed up is a perfect example of what happens when you don’t do exit planning. John: Right. Walker: Do have a story from your past that you can share that kind of shows the benefit of exit planning for an entrepreneur wanting to exit their company? John: Yeah there’s a story that we often use in our training; we call it the Carl story. So actually Karl was a real client of mine. I started working with Carl while I was still practicing law. He came to me. He wanted to sell his business sooner rather than later. He wanted roughly five million dollars for his business. He wanted the business to become a world-class company; that was a soft goal. So I looked to his business. His business was worth maybe a million dollars. Carl was the business. He didn’t really have a management team. It was actually a manufacturing type of company; plastic injection molding type of company. So I said Carl that your biggest; if you want to grow the value you want to maybe leave five or six years and you realized you couldn’t leave right away, you’re going to have to develop a management team. That’s the number one weakness in small businesses; they don’t have a management team. And Carl said I get it. He’s actually really a bright guy. I get it. I know just the person to hire. And I thought oh no this is going in the wrong direction now. It’s probably his son who is a bicycle mechanic. He said there’s this guy in the Netherlands who is the young executive of the world in my industry niche and I’m going to go and this; my client was like in the eastern plains of Colorado which was hundreds of miles away from civilization. He said that I’m going to go over to the Netherlands. He’s in Amsterdam; a world-class company and I’m going to hire him. He’s going to come over and grow my business. I said go for it but you’re not going to be able to do that because you can’t afford to give him enough money. So we talked about how the new guy coming in to buy part of the company from Carl. And so that’s what happened. We designed an exit strategy to enable that to happen where the new guy coming in; call him Wilhelm, was able to buy a portion of the company every year if the company get performance standards which were tied into the cash flow. And we knew if we hit those standards in general over a six or seven-year period Carl could sell the balance of the business to a third party or to Wilhelm and he will have financial security. That’s exactly what happened. Wilhelm came in; knocked the lights out. It’s a fascinating story how we did that. We can talk about it another time but at the end of seven years the business sold for 38 million dollars cash. Walker: Oh my God. John: Yeah. So for a long time I thought well Carl was just lucky because he happened to hit upon this boom; this technology at a certain point but then I realized he was lucky, yes, but he never would have accomplished that if he hadn’t gone out and sold 49% of the company over time to this person who did all of the growth and who by the way got half of the 38 million dollars. Walker: Amazing. That’s amazing. John: So that can happen but it was in accordance with the plan that we developed. It just happened to work out extremely well. And I think it shows the value of world-class management even in a small company. Walker: John, I’m thrilled that you decided to spend time with us. Thank you so much. How can our listeners learn more about why they should be exit planning or how to do it? John: Well there’s a number of ways; they can always go to our website ExitPlanning.com but we just released a new video podcast series called Why We Plan. It’s on iTunes. It’s on Spotify. Really we’ve just released it this week. It’s that new. So I encourage people do that. The CEO of my company and myself have recorded 20 podcasts so far; mostly case studies like the Carl Case Study. What went right, what went wrong, what might you do as an advisor in that situation or as an owner in that situation. So I encourage them to listen to that. Walker: John, thanks so much. John: Thank you, Walker.   Links and Resources: John’s Business Website John’s Bestselling Book John’s Latest Book Why We Plan Podcast

Today we welcome Chuck (iii) Mullins, we are talking with him about his background, experience, his algorithm knowledge, ask him our rapid-fire questions, and pick his brain about the business. Chuck built his first profitable website back in 1996 when he was an impressionable 18 years old. He studied computer software engineering in college, which taught him the skills to analyze search results and implement strategies. Throughout his career of developing, managing, consulting, and investing in internet-based companies, Chuck has developed a keen ability to spot opportunities and develop strategies that lead to growth and profitability. Episode Highlights: Chuck’s background, entrepreneurial experience, and success stories Web-based business ups-and-downs The difference in long-term cash flow from web-based businesses and get-rich-quick cash businesses Chuck’s favorite web niches Chuck’s favorite audience member (who is also a buyer) Websites that are more/less desirable The importance of knowing your Profit and Loss Biggest mistake buyers can make Best practices for buyers and sellers The importance of understanding the business and doing your research Quiet Light’s vision and how we can help you Transcription: Mark: Joe, one of my favorite things about working with team Quiet Light is some of the camaraderie that we have with each other. The fact that we get to tease each other a little bit, egg each other on, but also help each other out; talk about deals, collaborate on our transactions because everybody at Quiet Light has so much entrepreneurial experience that it’s like having this built in board of advisors for every single thing that we do. And one thing I think you and I need to do a better job of; I know we’ve had each of the advisors on Quiet Light at the Quiet Light Podcast. I think we need to bring them on a bit more so that others can enjoy some of the experience that they have. You had Chuck on recently and grilled him a little bit in this episode. Joe: I did. I want people to get to know Chuck for the fun experienced entrepreneur that he is. And so I mixed it up a little bit. I had some fun with him we did some rapid-fire questions. I intentionally; just let me get this upfront and out there for the audience. I intentionally mispronounced somebody’s name. I butchered it intentionally. Again I did it seven or eight episodes ago and I got some email saying I think the person you’re trying to find is so and so. I did it again. Mark: Same person? Joe: Same person; yeah, if he’s listening. Mark: He needs to start listening to the podcast especially my episodes because frankly, I’ve got a leg up on you. Joe: You have overtaken me for the most popular episode on the Quiet Light Podcast. I will overcome that because I’ve got some great ones planned coming in here soon. Chuck is a fascinating individual. I’ve known Chuck for a long time and he’s really, really smart when it comes to his entrepreneurial acumen. It’s almost annoying to be honest because with a model that we have at Quiet Light Brokerage; we don’t have employees, right? No one’s an employee of Quiet Light Brokerage. We have a lot of entrepreneurs who work together in sort of a collective group. Well, one of the benefits to that is all the advice and feedback I’m able to get from people. And one of the most annoying things is all the feedback and advice I get from everyone. And sometimes; Chuck especially, Chuck is so thorough. What’s the term he gives to himself? Whatever it is he just hyper focuses on the most minute little detail and I fear asking questions sometimes because of the level of detail that he’s going to give to me in terms of what I have to fix and correct in a document that I’m creating. Mark: But at the end of the day even though sometimes it can be overwhelming like come on you think I’m doing everything wrong evidently because I keep getting his feedback, it’s always on point. And I don’t think I’ve ever received feedback from them where I look at it and say this is not worth considering or looking at; so a smart, smart guy. I’m looking forward to it. What are some of the things that you discussed in this episode? Joe: Well we talked about some of; he’s got almost three years brokering now and over 20 years as an entrepreneur now. And he talked about some of his experiences; the pros and cons of A. being an entrepreneur, some of the things that he’s found that certain buyers do better than anyone else, and how he wants new buyers to adopt that style, and then the biggest mistakes that someone’s selling their business can make as well. And it’s fascinating as I just said he’s got 20 plus years as an entrepreneur. I’m in the same boat. You’re in the same boat. So collectively the team at Quiet Light I’d say what 250 years of entrepreneurial experience that we share with our team with our clients and I think it’s fascinating. Chuck is just the tip of the iceberg here in terms of the experience. So it’s exciting to share this with him and we had a lot of fun. So that’s the key to this one. Mark: Fantastic, well let’s get to it. Joe: Hey folks it’s Joe Valley from Quiet Light Brokerage on the Quiet Light Podcast. And today we have the most special guest. His name is Chucky. Now that’s not what we call him. It’s Chuck. I use his personal email address. I’m not going to tell you at what you can all haul in the mail anyway. You know his e-mail address its Chuck@QuietLightBrokerage. Chuck Mullins, welcome back to the Quiet Light Podcast. Chuck: Thank you, sir. Thank you. For any that’s specific it’s actually Charles Clifford Mullins III. That’s my D-I-I-I. Joe: You know I am from New England I can’t talk with a British accent; it’s something about us. Chuck: Well I can’t either. Joe: Alright. Well listen you know the routine. Normally on the podcast we ask people to give their own background; who they are, what they’re all about so that we’re not sounding like we’re reading from a script which we don’t. We wing these things. You know that. Our audience knows that. But before we get into that I want to ask you a series of rapid-fire questions; the first one so that people understand and establish your experience here at Quiet Light Brokerage, how long have you been brokering at Quiet Light Brokerage? Chuck: About two and a half; almost three years. Joe: Almost three years. Okay. So let’s start with…I’ve got a total of six questions. Number one; and you’ve got to give me a quick answer. Number one, who’s your favorite broker? Chuck: Joe Valley. Joe: Good, good, good. Alright, if you were stranded on an island with me, Brad Wayland, and Jason Yellowitz and a rash floated by and they would only carry three of us; there’s four altogether, who would you leave behind and why? Chuck: Jason Yellowitz, because he would be able to burn his stacks of cash to stay warm. Joe: And he carries it with him, is that what you’re saying? Chuck: Inaudible[00:06:25.8] Joe: Jason I know you all listen to the podcast so everybody make fun of Jason. That’s your job here. Alright, this is a really important question. Who is the better podcast me or Andy Youderainan; I mean in Andrew Youderian? Chuck: I would have to go with Mark. Joe: You are… Chuck: Hello? Isn’t it you that people come up to the Booze and ask for or is it Mark that they come up and ask for? Joe: That’s me. It’s me. Mark doesn’t go to Booze. Alright, sid you know Walker Diabel wrote a book; and a best seller book? Chuck: Have you heard about the second book that he wrote? Joe: No. He wrote a second book? Chuck: Yes. If you go to WalkerDiebel.guru you can check out the second one that hasn’t been released yet. Joe: Okay, Alright. So this is a tough question. This is not a trick question. I want to know if you can answer this one. What’s the name of Walker’s book? Chuck: Buy Then Build. Joe: You got it. Okay. Alright. Chuck: How can you not get it? I’ve heard it at every conversation. Every conference I go to there’s these three books that are just floating around that conference and I’m like wait a second how did that get there? Joe: And it’s the bottom of every one of his e-mail signatures. One of these days you’re going to dig way back into the archives when he was actually an actor and find a clip and we’re going to change his email signature line somehow some way. Alright, so as you know historically Quiet Light Brokerage does not recruit brokers. I have conversations three or four times a week these days with people who want to join the team. But we, for the most part, don’t recruit. We have as you know or Mark has as you know recruited a few starting with Amanda back in the day. She was the first. And I think Brad was also recruited. And yourself was also recruited. Of all of the brokers that Mark recruited; last question by the way, what was his best decision? Chuck: Probably Brad. He’s been killing it man. Joe: Man and give yourself some credit Chuck. Come on. Anybody but you would probably be the politically correct answer but essentially you just threw Amanda under the bus. But fortunately Amanda doesn’t really listen to our own podcast either. Alright, enough of this nonsense; let’s talk about you and your experience. I know all about you but for the audience members, Chuck has been on the podcast before Mark had him on when he first joined the team two and a half years ago, three years ago. And the focus of that podcast was a tiny little bit about Chuck but mostly about Chuck’s due diligence experience. And I think you had a list of was it 25 due diligence tools? Chuck: Who can remember? Joe: Yeah, a lot. And it’s all; if you Google Quiet Light Podcast, Chuck Mullins, due diligence you’ll find it. It’d be at the top of the Google search engine and it’s great stuff. And I learned a lot when I did it. But I would say I refer most people out for due diligence; buyers that is to our friend Chris Yates at Centurica. They do a great job. Well, let’s talk a little bit about who you are and your life experience and a little bit of your brokering experience now that you’re three years into Quiet Light. So who the heck are you? Tell us about your entrepreneurial experience. I know that you started way back when you were in college, right? Chuck: Yeah. I graduated high school in ‘96 and I always wanted a computer but we couldn’t afford one. So finally for college I needed a computer so I got a computer and started a free website on it’s like Angel Fire or Tripod or one of these things way back in ’96. And I remember just putting up some content and that is an online library for college students. And I remember somebody offered me like 10 bucks at some point to put a link on my website. I’m like $10 awesome, I’m making money and then somebody offers me like a hundred bucks and I’m like what $100? So then I was; this is before I even had a domain so it was like AngelFire/blahblahblah. I started thinking about okay we’ll buy a domain and back then they were like thirty-five bucks. I was talking to my mom and I’m like mom I’d buy a domain and she’s like you’re crazy you shouldn’t buy you know like you’re just wasting your money and why are you spending all this time in front of the computer and then it just started growing and then somebody offered me a thousand bucks. And before you know it I was making about sixteen grand a month off of advertising back in the ‘90s. Joe: In college, right? Chuck: In college; yeah, and so I was just… Joe: That’s a lot of Jägermeister. Chuck: And the Internet bubble ended up bursting in like the 2000, 2001 and all that money like dried up overnight. So I was like okay now what? So I had to figure out how to pivot and myself and two other guys; we had different businesses. We all pooled together and started a membership site. The first month with our membership site we made like 60 grand. It was just like mind-blowing like oh my God we’re in college. I didn’t have keggers I had like full bottle; like full bar parties. Joe: Everybody wanted to be your friend, right? Chuck: It was fun and we’d stay at like the Ritz Carlton for Mardi Gras and like just do crazy things. We rented like a ski chalet; it was like a 15 bedroom house on the slopes and I forget where it was bit we then brought all of like; we had affiliates at the time, all our affiliates to come and ski with us and so we had a great time. And at some point, I was making a lot of money and I didn’t really know what to do with it all. I was definitely wasting my fair share of it. Actually kind of going back, my mom, the whole thing with her telling me I shouldn’t start the business and this and that in 2003 I think it was about my mom and sister cars for Christmas. Joe: I wrote that down when you said it because I knew that. You told me the story about Christmas and your mom went outside and there was a big ribbon on a brand new car. I guess she’s happy you bought that domain name, after all, isn’t she? Chuck: Yeah. Yeah for sure and I do not usually tell that story so maybe we’ll have to edit that out. Joe: No. No editing. Tell the story. Chuck: I made two giant boxes and I had my mom like a box of some keys and she sees them and it had Lincoln in it which I had a navigator at the time and she’s like oh it’s a scavenger hunt he put his keys in here and she walks outside and sees this giant box and just like; my mom doesn’t curse and she goes oh shit and she runs outside gets ready to tear into the box. And I said wait, mom, hold on hold on there’s a card on there you’ve taught me better; open the card. And so she opens it and it says to my sister and my mom is like inaudible[00:12:57.1] my mom’s like…well my sister is like to me? And again I wiggle the keys in front of my sister’s face and she’s like what?! So she runs and dives in and my mom looks at me like what this like WTF and I’m like you’re over there. Then she starts walking and then sees it like buried on the other side of the house in a big box and like runs over and dives in. We’re in Georgia at that time at a family house and it was cold and she didn’t have shoes on. It was a great time. I’ve got the video. One day I’ll have to share with somebody but I don’t know that I want to share it. Joe: What a great experience and a great thing to do for your mother and your sister did. Did your mother get the nicer car or was it equal to both? Chuck: I was actually going to buy them the exact same car and then I was talking to my sister trying to like make sure that it was the kind of she would want and I said well what do you think Mom would like? And she said well my favorite car is a Sequoia and I ended up; my mom a Lincoln Aviator and my mom’s Sequoia. They’re about the same price. I think my sister was a little more but I did get some grief about that. Also the night before or a couple of nights before we went to Walmart and I bought every single piece of cheesy add on part you could get and added it to the car. So I got like a fuzzy steering wheel cover, dice, a little light-up things that go on the rims, and just totally like made the car look as ridiculous as possible and told them in order to get it they’d have to drive it with that stuff on it. Joe: That’s hilarious. So for anybody that’s listening instead of watching if you look at my chin and Chuck’s chin you’ll see some gray; there’re probably a little more on mine than his of course. His is more his cheek mine’s dead on center of my chin that’s because of age and life experience. So you had some amazing times Chuck out of college making more money in a month than most people in this country do in a year; all web-based business experience. It’s not always wonderful though. Chuck: No, absolutely not. Yeah, entrepreneurship is ups and downs. We’ve gotten hit by Google so many times I couldn’t even tell you. And most of them were just algorithmic. But I have on one of my big businesses, we had about 12 that were all doing the same thing and one of my partners had used the same email address in our Webmaster Tools account and somebody from the spam team I guess noticed and went in and just manually penalized all of our businesses. I think except for two because those were the only two that didn’t have those email addresses. And just overnight it’s like poof gone and it’s just like oh it’s heartbreaking. At least when it’s the algorithmic type of penalties it’s easy to kind of; well maybe not easy but you’re going to recover from that. The manual penalties, we hired somebody who used to work in the spam team. They told us what to do. We did it. We just haven’t been able to recover from that on those other sites. Joe: Yeah I know it’s always hard. Google algorithm updates I think are getting a little better, a little easier to handle and manage I think ultimately. I always used to say this actually if you do the right thing the way Google tells you to do it, ultimately it’s not going to hurt you; the algorithm updates. And I guarantee there are people out there shaking their head no right now because a good friend of mine, he built a great business, a great, great content site, and sold it and there was a an update recently. And the buyer, another great entrepreneur bought it and did have some negative impact. What they both know is that sometimes when Google casts a wide net some of the wrong sites get caught up in it and over time that does get corrected but it does sting initially, doesn’t it? Chuck: Yeah. And I will say like the reason we got caught up in a lot of the updates wasn’t because we were doing the things that Google tells you to do. We were gaining the system and we deservedly got caught for doing those things and we would adjust our technique and then regain. So like one of our sites had like 100,000 pieces of unique content that we were in Google index for like 30 million pages. Joe: Wow. Chuck: So like how does one do that? Joe: How does one do that? Good Lord. Chuck: Trickery. Joe: Well the grey in your chin has matured you to the point that I think you’re beyond the trickery because you look at the long term cash flow and benefits of owning an online business now it’s not just a quick cash anymore. At least that’s the way I look at it; you too? Chuck: Yeah, absolutely. And you’re talking about like the algorithm updates and I feel like there’s been so many and that most of the really garbage sites have probably gotten taken out by now. I feel like, and maybe I’m wrong but now it’s more of like just tweaking the knobs a little bit. So unless you’re in one of these like fringe business models I tend to believe and I could be 100% wrong but I tend to believe that most of the major algorithm updates have been already done and then now they’re going after I guess like medical websites and things like that. Joe: Yeah. The updates are far further I’m sure in between and in many cases not as severe. Alright so I’m going to throw a question at you. I don’t know if I told you this story or not or if you’ve heard it. Some of the audience members might have heard it so I’m going to just test your algorithm update knowledge. And if you answer within two seconds then I know you heard the story. So I bought a business, I sold my business in November 2010; yada, yada, yada. People have heard this a million times, or at least tens of hundreds of thousands of times if they’ve listened to every episode and keep downloading everything. No we haven’t done 100,000 episodes that’s totally inaccurate. I can’t do math by the way apparently. Alright so I bought a content site. I sold a great site. The content was amazing. And then I bought a piece of junk. I had 42 amazing days. I bought it March 1st, 2012. I had maybe 3 or 4 keywords on the first page of Google and then boom they fell to the bottom of page 1 and then page 2 and they were gone and I lost over a quarter-million dollars in the course of twelve months. What happened? What algorithm update was that? It was; again I bought it March 1st, 2012; I had forty-two amazing days. Chuck: Panda. Penguin. Joe: Penguin. Alright, you’re close. We’re going to have to throw that quiz out there. Everybody in the audience wouldn’t throw that quiz out there for a price. Chuck’s wearing a beautiful Quiet Like Brokerage…is that a polo shirt? Chuck: Yeah. Joe: We need to get some of those packaged up and give away prizes for that kind of stuff. Alright let’s jump on to your Quiet Light Brokerage life; your entrepreneurial life, amazing ups and downs, a lot of great ups and you did some good things for family and friends. The downs, we learn from them and we try to take those lessons and make sure that we are really bringing great listings to market so the buyers are making good safe investments and the sellers of those investments can move on with peace of mind to their next adventures whether that’s another business or retirement. In your history of transactions here at Quiet Light, is there any particular niche that you gravitate towards and enjoy more than another because as you said a ton of content and affiliate experience, but I think some of your larger deals have been physical product e-commerce sites. But is there anything that stands out for you? Chuck: Yeah I mean so my heart is in like membership sites. I love recurring revenue. I think everybody does and that’s why the multiples are higher because of that recurring revenue and the predictability. So I would say that that’s kind of where I’d like to be but my biggest sales have been around physical products inaudible[00:20:53.3] an outdoor sporting equipment one that was great. One that I really love that I sold like six months ago was a company that did custom-tailored suits. That thing it’s like awesome. Who doesn’t want to say they have a business that sells custom-tailored suits? Like it’s just; I think it’s got the cool factor. Joe: That’s the amazing thing about what you do and what we do at Quiet Light is that we come to this role with a lifetime of experience that; I was talking with Walker and Brad about this recently that we didn’t know it but all of our entrepreneurial life was preparing us for this role. And now we get to experience so many cool different business models. You come to this role with a ton of membership experience but custom-tailored suits and you’re like that’s the coolest thing. Who doesn’t want to say they own a custom-tailored suit business? I need to buy a custom-tailored suit. I know who bought it and I can reach out to him. I know who he is too. Speaking of that I do want to ask a random question although its timing is not very random and you have to answer this. There’s only one answer to this. This buyer listens to the podcast and he comments and he tells us about us sometimes when he’s riding his bike. So do you have a favorite audience member that also happens to be a buyer? Yes or no? You have to say yes and you have to say his name now because he’s a… Chuck: Sure. Mike Nuñez. Joe: There you go; Mike Nuñez, this is just a shout out to you. Thanks for listening Mike. Chuck: Well I’ll tell you it shouldn’t just be a shout out to him. If anybody wants to know how to be a good buyer and how to buy businesses they should talk to Mike Nuñez because he is 100% the absolute best buyer I have. And not like just in a sense of like the actual acquisition of the company. When he gets on a phone call and talks to the sellers he makes them feel like they are the only person in the world; the most important person like he’s just so smooth and he’s not doing it as like a ploy or a gimmick. He’s just a nice guy and he really appreciates these people and the businesses they’ve created. And it’s just he’s really good on a call. Joe: It’s the unknown secret that we tell all the time to buyers. Look, when it’s a great business it’s a great opportunity. There are going to be multiple buyers. And it’s not always the most money or the most cash that gets the letter of intent. In some cases, it’s the buyer that the seller likes the most. And being likable on those conference calls is critically important. Mike does it very well. Chuck: And one of my businesses; actually I think two of them that Mike purchased, the sellers actually said like I want to sell to him. Make him buy this. It doesn’t matter; I mean within reason, right? The price; but they were willing to take less than somebody else because they liked him so much. Joe: Oh boy. Now if Mike’s listening and he paid full price now he’s going to be like inaudible[00:23:49.1]. Chuck: That is the problem because of course I did make him pay more than the other people but they were willing to take less. And what’s funny is one of my sellers told him as much oh like I would have taken less from you and I’m like don’t say that to him. Joe: In his heart, he was willing to take less but his checkbook and his head was willing to take the highest bidder as long as it was Mike Nunez. That’s the key. In your experience both as an entrepreneur and as an adviser here at Quiet Light you’ve seen a lot of businesses that have come up for first they reach out to us for a valuation, they start thinking about an exit sometimes the day before they want to exit, sometimes months or a year or so in advance. What do you see being the biggest thing; most consistent thing that those particular entrepreneurs do wrong time and time again that there’s just if there’s one thing you could just like shout into the microphone right now to everyone listening even though some of them are doing it right, what are the majority of folks not doing that that you want them to do to bring more value to their business? Chuck: Silence question. Joe: Yeah it was a long one. I kept rambling on in my sentences because I could see you thinking. Chuck: Yeah. Joe: Maybe I should have asked a little more. Chuck: What’s weird about at Quiet Light is we actually get so many great businesses to sell. People bring us quality things. So what are some of the bad things people do? Joe: Let me just get some stats behind that though; because it’s true what we bring to market, it’s great stuff. But the reality is Chuck if you look at my numbers I’ve closed 105, 106 transactions in seven years. People say well that’s not very many but in order to close those transactions; I’ve ballparked the math and I’ve talked to 2,500 entrepreneurs. That’s 2,500 valuation calls. Your stats are similar. What is that consistent theme that if you could speak to somebody that someday may sell their business what should they be doing? Chuck: Sure. So when we talk about like specific like product-level things like when people are just selling random shots keys that aren’t unique in any way; those are really difficult to sell. When you have an actual unique product that’s got some sort of a brand to it that’s not easily knock off-able that there’s a moat around it like that makes it so much more desirable to people and so much more valuable. One of the things I also see probably is just P & L’s; having clean P & L’s. Oftentimes people’s profit and loss statements are just a complete mess. They’ll lump, they want to save; I was just thinking about a specific one, but you see people are just lumping things in because they know they had a cost but they don’t really know when it was or where it was and they just kind of guesstimate things and put them in the wrong ones. So then you’ll see like really lumpy P & L’s. And we always try to work with people to flatten those out and figure out where the real costs are. So that often takes a lot of time to just figure out what the true P & L is on a business. And for doing add backs; what’s a real add back? We fight with people a lot on what’s a real add back versus something they think they should be adding back. Joe: Yeah I want to just step in and shout out that there’s no question I think that preparing your business for sale is the number one thing that people don’t do. They decide to sell as I say instead of planning to sell. That means they work their tail off. They launch this business. They work like crazy against all odds. They succeed. And it’s producing solid revenue and profit for them. And they just burn the candle at both ends and then the candle starts to burn out. And they’re emotionally tired, they’re frustrated, they’re exhausted, and they wake up one morning I’m just not into this. I’m going to sell. I didn’t know I could sell but it just occurred to me. I’m done. I’m calling Chuck Mullins. And at that point because they’re tired; because they’re emotionally worn out they need to sell because trends will go down. They won’t do the things that they need to do to keep the business growing and strong and in great shape for somebody else to take over. And so at that point you get those P & L’s and you’re like yeah Excel is not really accounting software. Ideally Quick Books and Xero or one of the other so that we can run a historical P & L and do year over year trend analysis and look at the metrics. All that is really hard and then there’s the commingling. So I’m going to just mention a podcast; not ours, somebody else’s. EcomCrewPodcast247. Chuck as you know I sold Mike Jackness’ business ColorIt last spring. And Mike is a bright guy. Mike knew exactly what to do as most people in this audience do. They know what to do. And the mindset that Mike had was simply I’ll get to it someday. What happens is you end up chasing too many rabbits and that someday comes when you get exhausted and in his case, he had four brands under one LLC and three of them were really not sellable at the time that we decide to list the business. So what does that do? You’ve got four brands all in one LLC, tax returns commingled, and you’re only selling one brand. What does that eliminate? Chuck: SBA financing. Joe: SBA financing; exactly. Is it required to get an SBA loan? No it’s not to sell a business; absolutely not. We sold multimillion-dollar businesses without an SBA loan. But what it does do is it casts a broader net; buyers. And even some of those buyers; I’ve had it. Have you had buyers that have more than enough money to stroke a check for a multi-million dollar business but they use SBA? Chuck: Absolutely why not leverage if you can? Joe: Yeah, so that’s I’d say number one. I’m in total agreement on the documentation. We always talk about that the risk, growth, transferability, and documentation; gets your numbers right, get those P & L’s in great shape and it’s going to help you learn about your business and set goals and then that passion may get reignited and you may do more in the business and grow it and have a bigger exit someday down the road. It’s not that I don’t love it when somebody calls me and says I’d like a valuation and part of that is okay, what’s your timeframe, when are you ready to sell, right now. Not that I don’t mind that; I love that if everything’s in great shape. It’s just tougher to sell it when it’s not. They get a lower value, right? Chuck: Yup, absolutely. Having those four pillars and the clean books it makes a big difference. Joe: It really does. I think I’m in total agreement. Buyers or sellers of businesses, get your documents in great shape. The best way to do that, just call, email inquiries@QuietLightBrokerage.com, Chuck@QuietLightBrokerage.com. Reach out. It’s a service that we provide. I mean what do we do Chuck? We help, help, help, and then keep helping, right? Chuck: Build value. Joe: Build the value. It’s my; I’ve got a mentor that I talked to long and hard about all my business opportunities and in this particular one as we chatted about the model and what we do here at Quiet Light he’s like well it just sounds like you’re giving away all your knowledge for free in hopes that maybe they’ll work with you. And I’ like that’s exactly right. We help first and we’re entrepreneurs so there are times that we wish we got good advice and we were too young to listen or there was nobody around to talk to about it. And now we share that when it comes to business values and planning an exit. The number one thing you can do is just reach out to somebody. It’s free. Talk to Chuck, he’s got a ton of experience. Chuck: I’ll tell you kind of in my entrepreneurial days if I wasn’t going to be an entrepreneur I always wanted to be a consultant and help other people. And I never had like the actual desire to go out and build a portfolio and charge people to help them grow their business. But like you said I’ve been do this since ’96. I’ve met so many businesses; a lot of focus on optimization and SEO and just so many things. And one of the things I actually like about is giving unsolicited advice. So when I’m on all these valuation calls I’m constantly asking people like oh have you tried this, have you thought about this? So even if they’re not ready to sell I’m often giving people advice on how to increase their business. And even when I do have listings like I think of one and particularly like I give him so many ideas and then he did those and the business just kept growing. That actually came to bite me because the business grew so much that we ended up pulling it off the market after getting multiple full-price offers because it just had grown so much and he wanted to just wait a little bit and we’re going to actually getting ready to relist that here soon. Joe: It’s a good problem, right? I mean I’ve been in situations that you say it bit you but ultimately this is a long term play for us; it’s building relationships and that person respects and appreciates you obviously because he’s coming back for some of your entrepreneurial life experience and it’s benefited them financially. It’s going to grow the business and ultimately they’re going to get a bigger value and tell people about what you did. So that was a little bit more about the sellers and the things that they can do and then number one I think we both agree, plan that exit; call somebody, e-mail somebody, get a valuation. It’s not going to hurt. What about buyers; biggest mistakes that buyers can make? Chuck: Disrespecting somebody’s business. So getting on a call and like; I’m trying to think of a of a PC term that I could use that’s not a profanity, just talking smack about somebody’s business, trying to negotiate them down in price, and like trash-talking the business. That doesn’t work. At least not at this size but maybe it works when you’re dealing with a couple hundred million dollar business or something. I don’t know. But at these levels, people care about their businesses at least the ones we sell. Inaudible[00:33:38.9] and when you talk smack like… Joe: It’s personal even at the 15 to 20 million mark. Mark just closed one just under 15 million. It’s owned by an individual. When you’re talking about a hundred million, yes somebody is up there at the top like their shareholders and the CEOs and COOs and all that and big-time attorneys are in there negotiating. It’s not you’re talking to the guy across the table that actually built it and owns it for the most part, right? So he cares about it. Chuck: He worries about it like he’s had the baby. I mean you wouldn’t believe how many people I’ve talked to; sellers that cry on the phone about their business like it happens a lot. People are deeply invested emotionally in their business. When somebody comes in and disrespects it for no reason other than they’re trying to negotiate, it doesn’t go well. You need to be nice. That’s what Mike does so well. And I want to keep talking about Mike. Well like… Joe: Should we talk about Walker again? Chuck: He’s about people and he’s nice. Joe: Let’s talk about Walker again then. Actually you’re absolutely right. I remember being at the Rhodium Weekend Conference before you were a member of the team here at Quiet Light. Now he’s up presenting and talking and I could swear in that environment and I used the word that begins with an A and ends with an E; figure it out, folks. Everybody’s got one. And what’s the secret to being a great buyer? And I said don’t be one; as simple as that. I can see you out there in the audience shaking your head up and down. And that’s exactly right. Mike is very nice, very kind. When I sold my business I had people that were well I remember one, in particular, ripping my business to shreds on a conference call; initial call and I’m like why am I even talking to this guy. I’m not selling it to him even if he gives me an offer over asking. And then, strangely enough, the last call, the person that ended up buying my business first thing he said is thanks for creating such a great site. Your products have helped people exactly like me. By the way I took stuff like this and I ran the Boston Marathon actually the Chicago Marathon last month and it’s because of products like yours and I said cool. It was actually a really short call; 20-minute call. I didn’t ask any great questions I had going on. That was really nice but I don’t see he’s buying my business and he almost; he bought it almost full price offer. Chuck: I’ll tell you what you just mentioned something that is often overlooked. When you get on these calls don’t just wing it; do some research, educate yourself before the call, and ask the right questions. It’s so important. So many times I get on a call and the seller or the buyer doesn’t ask any decent questions and the seller just writes them off and says let’s not take any more calls from that person. They weren’t serious. So make sure that you understand the business and you’re asking good questions that a good buyer would ask, right? Joe: Yeah. They don’t have to be the most intelligent questions the seller has ever heard but that you’ve done your research and you care. I mean yeah Chuck you put there together a great package and all the great questions are in there. They just have to dig into them and digest it a little bit and ask the same question in their voice and see if you get the same or similar answer from the client on it. I think that’s great. I think you’re absolutely right. Too many times there has been a few buyers that they’re not prepared for. You can hear them walking down the street getting in the car and it just feels like a complete and utter waste of everyone’s time including the person who’s making the call and asking the questions. Okay, is there anything else; before we wrap up is there anything else you’d like to say about Walker Diebel? Chuck: Visit WalkerDiebel.guru to check out his new book that’s coming out in a couple of months. Joe: Let’s do this; actually everybody do is too. Go to IMDB and look up Walker Diebel the actor and watch some of the movies he’s been in. Add a review, let’s see if we can boost that one-star rating up to one and a half. Chuck: Inaudible[00:37:37.6] tomatoes maybe. Joe: Alright Chuck, you’re a good man. I appreciate you coming on. We’ll wrap it up here with time. Any last thoughts for anybody out there thinking about selling their business or buying one; any last pearls of wisdom and I know I didn’t prepare you but any last-minute pearls of wisdom? Chuck: Yeah. I would just say that reach out early. We’re not here to be high pressure as far as trying to sign you to sell your business. We’re here to lead with value. We’re going to offer some hopefully some wisdom that’s going to help you sell that business in the future. So don’t think that like oh I don’t want to reach out because I’m not going to sell it for six months or a year. Talk to us now. Let us help you get the business in shape to sell it later. Joe: Great advice. That’s Chuck Mullins folks. We will be back in the next podcast. See you soon. Thanks, Chuck. Chuck: Bye-bye. Thanks.   Links and Resources: Chuck Mullins Chuck’s LinkedIn Walker Deibel’s IMDB

This week we are talking about add backs, what is a legitimate add back, and how they affect your business valuation. The value of a business is dependent on earnings but it is also dependent on the company’s discretionary earnings such as the add backs of owner salary and benefits. Then there are those one-offs – those non-recurring expenses which are also known as add backs. Those are the add backs what we are dissecting on today’s episode. A seller’s due diligence when it comes to discretionary earnings can help buyers see their potential ROI without any grey area. Episode Highlights: Why we work off the seller’s discretionary earnings and what that is. How discretionary earnings are a case by case calculation for each business. The three levels of add backs. Why it’s important to take a scalpel to those third level add backs. Questionable add backs – what can fly what cannot. How math and logic are the key tools to determine legitimate add backs. Transcription: Mark: Alright, welcome back Joe. I know you just came back from Blue Ribbon Mastermind; Ezra’s event. It was up in Seattle, is that right? Joe: Yeah, a beautiful city and a great event. On a personal level, I had a great time. I took my 17-year-old with me and just explored the city in off-hours. Business-wise I’m telling you Ezra Firestone is sort of the Tony Robbins of the e-commerce world in my view. He gets up there, he’s real, he says it like it is, he shares his own information to the Blue Ribbon Mastermind members and it’s such actionable, transferable information. And the level of entrepreneurs and intelligence at the Blue Ribbon Mastermind I think is nearly unmatched; it goes very politically correct I think, right, nearly unmatched? Mark: Yes. I think every conference that we come back from is our latest favorite conference. But Blue Ribbon and Ezra’s events have been fantastic since we started going to them. And you’re right he’s just a fantastic guy. He gives a ton of information and has a ton of insight to share. So one of these days I’m going to get to go to the event instead of you because I want to get in on some of these. Awesome, glad to have you back, we do have a couple of conferences coming up. We will be sending these out in our email; our newsletters that go out every Thursday or Friday depending on when we get our stuff together so pay attention to those. Alright, this week Joe you and I are going to do the podcast. Joe: That’s right we have two very special guests. Mark: Two very special guests; that’s right. We’re not bringing anybody else in on this one because we want to talk about add backs; what is a valid add back or what is a legitimate add back? And I know for a buying perspective this can be a little jarring the first time. If you’re just coming into the acquisitions industry; if you’re looking for your first acquisition and you look at a profit and loss statement that we provide you might be wondering well why are these guys throwing all these expenses back at me, these were on the tax returns shouldn’t they be included? So Joe why don’t we start with that? Why do we work off to this number of seller’s discretionary earnings and what is seller’s discretionary earnings? Joe: That’s a good question and a great place to start. Just defining it simply is the best way to go. So when you’re running a profit loss statement as a business owner; hopefully in Quick Books or Xero or something like that, you’re going to get a net income line at the bottom. So let’s say you do it for the trailing 12 months you get a net income. But there are certain owner benefits that you get as the owner of the business. You have an Internet-based business; you may write your car off in that business. You may pay yourself $200,000 salary in the business. All sorts of things like that they’re generally owner benefits and then there are some one-time non-recurring expenses; these are things that do not carry forward to the new owner so they’re classified as add backs. So net income plus add backs equals seller’s discretionary earnings or SDE. It is what business is in this general category are multiplied by; they’re valued at a multiple of the trailing 12 months seller’s discretionary earnings. So that’s the critical nature of an add back; it can make a tremendous difference in the value of the business when using a proper formula. If you don’t do that the add backs properly you’re either going to under inflate or in some cases, unfortunately, some inexperienced brokers might over-inflate the value of your business. So it’s critical for both buyers and sellers to know how to calculate seller’s discretionary earnings and what is a valid or legitimate add back. Mark: Yeah and I think on that the thing I would like to just add here and emphasize is that there are rules to seller’s discretionary earnings. I know I’ve talked to some sellers, I’ve talked to some other brokers frankly outside of Quiet Light Brokerage and they feel as if well if you can make an argument for it then we can add it back and they approach this almost as if it’s just a free for all as to who can make the best argument. The fact of the matter is there is an actual definition for seller’s discretionary earnings and there are rules to follow. Now that doesn’t mean that there aren’t some situations that require interpretation. And we’re going to go into some of those scenarios in this podcast today where you have to try and figure out is this a legitimate add back or not? But at the heart of seller’s discretionary earnings when we are showing seller’s discretionary earnings what we want to do is we want to show a baseline number for buyers to understand what is my potential return on investment? When you think about all the different buyers that are going to look at a potential opportunity, every buyer comes with their own set of assumptions, right? Some buyers might already have infrastructures set up to run a business; maybe they already have a marketing team in place or maybe they’ already have a warehouse if it’s an e-commerce business or if it’s a SaaS business maybe they already have a development team in place. Those assumptions need to be worked into their own evaluation of the business. What we want to show is a baseline number so that you as a buyer can figure out what your potential return on investment is for you. And that’s going to vary from one buyer to the next. So seller’s discretionary earnings that’s all it is; it’s a baseline number, we want to be consistent from one business to the next that’s why there are rules as to how we calculate this number. Joe: Right and even though combined we’ve got 20 years of experience doing this and have sold well over a hundred million in transactions just the 2 of us combined it’s still a case by case basis and you got to dig into each particular business and get an understanding of the nuances of it to determine whether or not it’s worth doing an add back based upon the size of the business and the total number of add backs and if it should be done. Generally speaking, there are 3 different levels of add backs; the first 2 are pretty standard, it’s the third one that we want to spend the most time on today because of the nuances of them. But let’s run through that first and second level. Mark, if you want to start off with that first level why don’t you address the owner’s salaries in add back. Mark: Yeah, absolutely. Joe, I like the format you put together here. You created these 3 levels of add backs; the obvious, the one time expenses, and then the ones that require a bit more interpretation. So the very top of the list here are these a level one obvious add backs. We have things like charitable donations; obviously, that’s purely discretionary nature. We have accounting expenses such as amortization and depreciation. And then we have one owner salary. And I know there are buyers out there that look at this and say well why are you adding back somebody’s salary; like you need to pay yourself some money? But this is a standard add back that we always include and it’s part of the standard definition for seller’s discretionary earnings. The reason for this is how you pay yourself as an owner, how much you pay yourself, and the format you pay yourself is completely discretionary. You could in theory not pay yourself any salary and just take distributions from the company from the profits. Or you can pay yourself a very large salary and run all your payroll tax through that which will show up on the profit and loss statement. What we do for the owner’s discretionary earnings we do add back one owner salary. But there is an exception to this and that’s if there’s multiple owners that are working full time on the business. Because we know that if there’s multiple owners working on a business you can’t add back all of their salary. You can only add back one. Did I explain that well Joe or does that need more? Joe: Let’s go a little bit more. What happens; what do you do Mark if you have 2 owners that are working a combined 25 hours a week, one is doing customer service and logistics, and the other is doing sales and marketing. Do you add them both back? Mark: I would add both those back. Joe: Okay. Let’s flip it up; let’s say that one is doing sales, marketing, logistics, and the other is a developer. And the level of work that that developer does still only takes 15, 20 hours a week but it takes a different skill set than the average person has. Do you add them both back? Mark: No, I would not add both those back. Although we will discuss this in Level 3 add back. I might adjust that second owner salary depending on what they’re getting. But the reason I wouldn’t do it is because of the specialized nature of it. So what we’re assuming here is that the buyer is a single person who is coming in and needs to run this business. I wouldn’t expect most buyers to have developer skills to run a business. So maybe you do; if you do, that’s great you’re going to do really, really well. But most people can’t be that sales and marketing plus developer role. I’ve done this for over a dozen years now. I’ve run across that skill set a handful of times. It’s not very, very common. Joe: That’s right. So those are the; even though these are just Level 1 add backs there are some complexities to it that require some attention to detail on the nuances of one business to the next. The only other things that are pretty obvious in there are personal meals and entertainment, travel, mobile home…mobile phones; everybody’s got their own mobile phone that expense doesn’t charge for. You’ve already got that expense. Things of that nature are pretty much Level 1 add backs. Jumping on the Level 2 add backs it’s really focused on those one-time expenses; things like a trademark or a copyright, patents, things of that nature. And then there are some that are a little bit deeper like legal expenses and lawsuits and enforcement letters and things of that nature even the thing that we have to do often Mark which is referring potential clients; people that we do valuations for that are not using a kind of software. We’ll refer them out to a bookkeeper. So in this situation Mark, tell me if we’re on the same page. We will get a call somebody has got a great business but they’ve got 3 years of data in an Excel spreadsheet that is not using any accounting software. Or they might be using Fetcher and piecing different pieces together. I would refer them out to a bookkeeper like CapForge, MuseMinded, Stellar Accounting, Catching Clouds; one of those and get them on Quick Books or Xero. And generally, that’s a one time expense for them to build that, put that data in the software in arrears maybe $1,500, $2,000. To me, that is without a doubt a one-time expense and an add back; would you agree with that? Mark: Yeah I would and I’m glad that we agreed because if we don’t it’s just going to be an absolute brawl on the podcast, right? Inaudible[00:11:27.2] here is fighting with the microphones. No, absolutely that would be a one time expense. It’s something that does not carry forward. But we have a great example of that with somebody who’s been a friend of Quiet Light Brokerage for a while; Scott Deetz from Northbound Group. He’s a strategic advisor who helps clients in a lot of ways. He does a fantastic job with his clients. Specifically a lot of Amazon stores but he also works with other companies as well. He does forecasting and a lot of preparation for an exit. And his fees are all one time expenses. Even though that you can see a monthly fee during that preparation, the goal is to prepare for an exit. So those are fees that get added back in the bottom line. So recasting books going back and trying to recast those books either in accrual format or just cleaning them up I would totally consider that to be a one time expense. As with the other things that you mentioned; the trademarks and the logo design, you shouldn’t be punished for the expenses that are really necessary to be able to run the business or only occur once or will occur in the future.   Joe: Yeah. And there is again always nuances; sometimes an owner is going to buy a new computer. But it’s their new laptop that they use and they’re going to keep that and it’s not going to carry for you then that’s a one time expense; things of that nature, a case by case basis from business. So again nuances, deep-diving into the business, no 2 are alike. Mark: I have been hearing you say this for a long time our own kind of sliding into this Level 3. But in Level 3 you always say math and logic Mark; it’s for math and logic. What makes sense? How does the math work out? And look this actually works out for Level1 and Level 2 as well. You have to use math and logic. But Level 3 is where we start getting into the interpretation of different expenses, right? Because these are the grey area ones where maybe it’s not as straightforward as saying amortization and depreciation; that’s a pretty obvious add back. Charitable donations; pretty obvious add back. So let’s go into this Level 3 and get some examples on a case by case basis. Here are things that we’ve seen in the past which; look at Quiet Light we’ve actually had some pretty big discussions with all of the advisors of Quiet Light that we have this large group chats and sometimes we’ve disagreed in trying to work out how we should actually treat these expenses. And I want to start out with one that Joe you and I have talked about a lot and that would be events, trade shows, and Mastermind fees; how do you handle those? Joe: I almost moved this to the bottom of the list so we didn’t start off with one that is pretty tough and it was talked about a lot. This is a case by case basis. If somebody joins a Mastermind group in the trailing 12 months prior to selling their business and they pay $20,000 to join that group, it’s a one time expense; absolutely an add back, it kind of moves up to Level 2. But let’s say they also choose to go to an annual event that that Mastermind group has. And they do that at their own expense; let’s say they go to Seattle, I was just at Blue Ribbon, those people that were in Blue Ribbon; I’m sorry at the Seattle event not all of them were at the Miami event just 6 months prior and so it’s definitely a choice to go to the event or not. Some people never go. There are lots of people that are in eCommerceFuel that we’ve never met because they never go to any of the events. So the choice to go to an event, it’s an expense that doesn’t carry forward. It’s one that I see as an add back. Our team has talked about it quite a bit; that’s an add back. But there are other types of Masterminds and events; we’ll call them events in this situation that are not add backs that you and I have talked about. So if you are an advertising agency or any kind of company that’s going to these events to build your company brand and reputation even amongst the people that are part of the Mastermind it’s integral to your business. Like us, we go and we sponsor. That’s integral to our business; our business models. We are sponsoring, we’re getting our own brand and our own name out there; that’s not an add back. An ad agency does the same but might just be a member of the Mastermind or events and is doing training courses in free valuations or free testing things of that nature we would have to really dig down into that one and determine if it’s an add back or not. And it’s probably not an add back. But for the rest of the folks most likely an add back; the only adjustment you and I have talked about that is we’d have to look at and say logically does it make sense to add this back? Do we have 2 lines of add backs? Is it a business that’s valued at 250,000 or 2.5 million? Sometimes you say you know what at this level it’s not worth adding it back; let’s just leave it alone it’s only going to add you another $300 per month back to it and you can play with a multiple in that situation. Would you agree? Mark: Yeah I absolutely agree. You have to pick your battles on this and if you have to really fight to be able to justify an add back you should look at it and say is it really worth it? Like is it is a big enough expense where I’m going to gain enough potential value out of adding it back and making that argument. I want to throw a little wrinkle at you, Joe. We have not discussed this before and it’s a question that I’d like to get your opinion on. The difference I see between these Mastermind fees, events, travel-related expenses would fall under this idea of is it a personal development or business development, right? I don’t add back the business books I buy. The business books I buy are personal development and I consider that to be just for myself. Obviously, there’s a business application for that. I want to become better at what I’m doing but I think that’s more personal related. So the line I see is again this idea between is it development for business or is it personal development? So if I go to Pubcon without really putting Quiet Light name on it I’m just an attendee I would consider that to be a valid add back. Let’s go into a scenario where you have an employee; let’s say that you have somebody who works specifically as a content writer for you and is possibly doing SEO and you send them to MASCON because you want them to become better at SEO for the purpose of your business. How would you handle something like that? Joe: It’s off the top my head not an add back. But then you’ve got to look at the history of the business because that’s business development, right? You got to look at the history of it; is that something that they’re going to do every year, are they’re going to get new information every year and develop their skills, are they going to send different employees, have they done it for the last 2 or 3 years? You got to look at all those nuances again and determine whether or not it’s an add back. But because it falls in that business development versus personal development I think you and I know everybody on the team would lean towards no that’s not an add back. Mark: I would agree. So again this is where you have to kind of take a fine scalpel here and kind of slice this up and really understand what’s going on behind this add back. And again as you went out with this Joe math and logic and I think reason as well. You have to be sort of reasonable with some of these so that it’s not just you’re going through; sometimes I see sellers come back with their own add back schedules and they’re super aggressive and every last dime is trying to be added back. And it’s a question at some point where you have to ask them what can we really say is a reasonable add back versus just being as aggressive as possible? Joe: Right. So let’s take that scalpel and dig down into a P & L for instance; of course we’re not doing it live here, but one of the things that that when you peel back the different layers that we always ask the question okay you’re spending a lot of money on advertising here; what type of credit card are you using for that advertising? And then are you getting points back on that, what are you doing with those points? 9 times out of 10 people are doing cashback credit cards or converting them over to travel but they’re pushing all that over on the personal side of that’s an owner benefit. It’s income, right? You’re getting cash back, you spend $10,000 you get $400 back. If you spend $10,000 a month on advertising and you get that $400 back and you slide it over to your personal side and it never shows up on your profit and loss statement we need to look at it closely. It’s an add back. You can multiply that times whatever number you want and then make the decision, right Mark whether it’s worth it to add that back or not. Jason and I had a listing that we worked on last fall where there were about $24,000 in cashback points added up over the course of 12 months and it was very, very measurable; clear and distinct because that person spent a lot of money on advertising plus he bought used inventory that was going to be refurbished. And he bought them from different places on the web. And all of that was done with a credit card. All of that was converted to cashback points that moved over to his personal side; amounted to about $25,000 on an annual basis. It’s a significant number. The business was listed at a 4 time multiple. It was cash in his pocket so we did add that back and it bumped the valuation by $100,000. If we’re talking about a business that’s $4M but that amounts to $3,000 then maybe you don’t add it back. You just got to play around with those numbers a little bit and again use more math and logic there. Mark: Yeah and I think here that the key that I would look at would be the consistency of it. If you’re advertising budget is over $100,000 a month for example and you’re putting that on your Amex gold card and part of your strategy is look I’m getting some margin from the points I’m getting back; that’s pretty obvious in that category of its part of your existing business model. But like you said if you have just kind of a small amount of points, it’s probably not worth the effort to put that in there and try and justify that. So I think that’s pretty reasonable. Joe one question that we hear a decent amount would be website redesigns and we can also throw in here product development or even in the SaaS world development on a SaaS product. Why don’t we start to unpack some of these and we’ll start with the website redesigns. Obviously, most people who have a web-based business unless you’re purely Amazon have a website and part of that is you’re going to have to redesign the website every now and then. I mean there are some sites out there that have look exactly the same since 2000 but most businesses do update that and those can be expensive. You can easily drop 10, 20, 30, $40,000 on that if not more. So how would you approach website redesigns or website redevelopments? Joe: I would look at the history in the P & L to get a clue of the way the business has been run because that’s the way it’s going to be operated in the future. And if there’s never been a website redesign and it’s on a good current up to date platform like Shopify and the business is trending in all the right directions then; obviously there’s been a website redesign because that’s the point of this add back so let’s say that it’s been done in the last 12 months but had never been done before and the business is 7 or 8 years old and it’s just been put on a new platform and they spent $20,000 on it I would say that; and I have in the past done 100% add-back on that website redesign. But again it varies from business to business. If I’m looking at a business that’s operated like Quiet Light Brokerage just by example you have a tendency to redesign the website often. I think there’s been 3 or 4 versions of it in the last 7 years that I’ve been with Quiet Light. So, in that case, it’s either simply not an add back or you do some math and let’s say you’re going to redesign a website every 3 years you might take that cost; $10,000 website redesign and add back 50% of it or a third of it and things of that nature. Because if it happened in the last 12 months it’s not an expense that’s going to happen in the next 12 months so there has to be some mathematical adjustment there. And again math and logic; look how often it’s been redesigned, do the math on when in the future would you redesign again, and just do partial adjustment more often than not. Mark: Yeah, I would agree 100%. And the thing to look for here obviously if it’s on the last 12 months it probably isn’t going to get looked at too closely. But I think you have to look at why. Like the Quiet Light website gets redesigned a decent amount and that’s simply because I get anxious about stuff like that. That’s just kind of what I do. I’m always tweaking; always thinking that I should dust scraps and start it over again. And so I actually do think with Quiet Light it’s mostly discretionary in nature but again this reasonableness needs to come in. Joe: Not always discretionary but it takes 12 months every time that you start. Mark: It’s absolutely ridiculous. Joe: Why don’t you touch on product development? It’s interesting you bring that up. I’ve got a physical products e-commerce business and I’m developing new products; do I get to add that cost back? Mark: Yeah I think again we need to use math and logic here, a little bit of reasonableness, take a look at what type of business you are in. Here’s the thing about e-commerce; Chad Reuben when he was on the podcast about a year ago mentioned this, product development is the lifeblood of most e-commerce businesses; you rarely, rarely run across a business that is truly evergreen with its product or you never have to iterate. Apple comes out with an iPhone every year. Android products are constantly coming out with a new phone every year. Car companies constantly come out with a new car every single year. Product development is the lifeblood of businesses. So on that note no I don’t think that you can add back product development costs. I do think maybe if you’re coming out with like a large truly one time sort of burst maybe I would look at it. Joe: Maybe if there’s a mold, right? If you paid $5,000 for a mold of that product that mold is going to last 10, 20 years perhaps. That mold maybe partial add back but yeah I’m 100% on the same page; product development is the lifeblood of a business. The molds thing is so rare; 105 businesses I think I’ve sold in the last 7 years and I think maybe only Sean van der Wilt’s business has actual molds that are part of it and that he owned. In other cases, it’s generally the manufacturer that has the mold anyway. So yeah adding back product development expenses can’t really do it. What about the SaaS development? We’re not all e-commerce here; we’re selling content and SaaS and things of that nature as well. You’ve got a developer that’s been doing some certain projects within the last 12 months; are you adding that back? Is that black and white? Mark: It is not black and white but I do think that if you are looking at for example your initial build of the software that’s going to be very intense, very cost-intensive. That I think could be added back. Regular maintenance, regular feature updates; absolutely not because a SaaS business needs to have updates, needs to have new features added. If you’re going to redevelop the entire SaaS product from the ground up; maybe you’re switching technology stacks, that’s something where I would take a look at that and again reason and logic need to really…math and logic really need to reign with this. But generally speaking no; just as product development is the lifeblood of an e-commerce business, software development is the lifeblood of a SaaS business. Joe: We are 100% on the same page. There is no question about it. Mark: No fights here, thank goodness. Joe: Yeah. We’ve got 3 points left and really the last 2 points I think are ones that get missed most often and can add a tremendous amount of value to the business. But the first one of the 3 here is pretty obvious and maybe we could have we actually talked about moving this up into Level 1 but it’s a repaid relative. I sold a business a couple of years ago where the owner of the business paid his brother to do customer service. They paid him $20 an hour for 20 hours a week worth of work. I talked to the brother. I talked about his job and what he did. He said yeah I really only put in about 5 hours a week. Most of what I do is automated; it’s canned responses with customer service. And so we talked about the work and the level of detail there and just added some logic there and some math and said look you are grossly overpaid. Your brother loves you. I’m going to suggest that he fires you; and again this is just before Christmas, of course, he didn’t. Mark: Oh my you told him to fire his brother. We’ve talked about this before. Joe: I know. It was a $10,000 add back or whatever the number was. So we just did some math, right? We said alright how much does it cost to get a really good high-quality virtual assistant; $4 or $5 an hour. Okay, let’s double that. We know you’re only working 5 hours a week but we’re going to go with you 20 hours a week times whatever the number is and we’re going to add it back. So instead of the $20 an hour times 20 hours we took $10 an hour on those 20 hours a week and we added back the adjustment there. It’s in black in white in the add back section with an explanation of why. So math and logic applied to a situation like that; that overpaid relative and it absolutely works and is am add back. And it has to be a big enough number to be an add back. In this case, the total add back was a pretty sizable number. So pretty clear there in my view would you agree with that on Mark? Mark: Yeah I had a guy who had a really cool business. His mom was doing his bookkeeping and he was paying her $250,000 a year for her bookkeeping services. Joe: What? Mark: That’s a pretty expensive bookkeeper. That’s a pretty obvious case of look it’s a relative; he’s paying his mom good for him, what a great son; better son than I am to my mom, and pretty obvious add back. And look I’m going to tie in something that we had from Level 1 here and that is where you have 2 owners and you brought up the example one owner is business development and marketing, sales and marketing and the other one is a developer. And I said well we should take a look at that developer side probably and probably not add back his salary but you’ve got to take a look at how much is he getting paid. I’m dealing with a client who has that sort of set up and the developer side; they’re both getting paid the same amount of money and it’s basically the profits of the business. We’re going to add back in a reasonable and a pretty generous salary for a replacement development. And that’s kind of the way that we would look at that is what is a replacement cost? You don’t want to be super aggressive on that. It’s got to be reasonable. It might be a little bit generous to say here’s what the replacement of this person would cost. So you can do that with relatives. It can get a little bit tricky. I had one company that I dealt with where literally the company was basically run by this guy’s family which brought up some issues with the transferability of the business. Because there were so many people involved that were family related but they were all getting these big fat paychecks. And so if we had gone to market; we didn’t go to market with that one but we would have had to go in and try to find reasonable replacement costs for most of these people which will be then a little tricky. Joe: Yeah. Look, I can assure all sellers out there; all business owners that are smart enough to do some thinking and planning in advance of a sale, your buyers are going to be intelligent people that are going to be thorough and diligent. And doing that logical adjustment that Mark just talked about for that developer who’s your business partner that is a non-transferable skill you’ve got to hire that out. You’re just going to have to do that and it’s going to help build trust and help you achieve your goals in getting your business sold. If we have to push the multiple if it makes sense because there’s other amazing trends in the business then we can push the multiple a little higher as long as it’s still within a reasonable area. The next add back is one that I just did this year as an example with Mike Jackness when we sold Color It. And I’m going to go ahead and mention the podcast series that Mike and I did because I think it’s invaluable for both buyers and sellers to listen to and Mark I’m going to just tell you right now I think that you and I did a decent job in doing the intro for the podcast and then me doing an interview with Mike on our podcast. Mike did a much better job on his podcast. So I’m going to point people… Mark: They’re actually pros at this. They’re very good at it. We’re just kind of fly by the seat of their pants. Joe: Yeah. He did an amazing job. And he actually did a series of 4 in total; 2 of them were with me and the one at the beginning one at the end was with his staff, his staff down in the Philippines before and after the sale. So he went through the whole arc. But it’s episode 247 of the EcomCrew Podcast and the first one was Preparing Your Business For Sale and the second one was What It Was Like Going Through Due Diligence And Actually Getting It Sold. Now one of the things that we focused on in Mike’s add back schedule was cost of goods sold. Let me give some just general numbers here; broad examples, these aren’t actually from his business but let’s say that what he did do was he renegotiated the cost of goods sold on one particular ASIN. He could have done it on more if he had planned in advance of selling his business instead of deciding to sell his business because he was emotionally ready to move on. We could have waited another year and he would have had a much more valuable business. But we didn’t do that because he was ready. So in this situation again it’s magic and loss; math and logic; oh my goodness, see this is why Mike’s podcast is better…math and logic. Mark: Well I’m sure a lot of buyers out there look at sleaze and say this doesn’t look like magic; it doesn’t make sense. Joe: I said magic and loss; oh man, oh man. We’re not editing that out. Chris, don’t touch that. Alright, so Mike renegotiated the cost of goods sold on 1 ASIN. The reduction in cost was it came down $1.60. It was already on the books. He already had product in Amazon FBA and it was shipping and it’s been in FBA already for 2 months. What we did; it was a $1.60, so what we did was we looked at the sales per month of that ASIN for the other 10 months going back in the P & L took that dollar amount and multiplied it times $1.60. Let’s just say for simple math it was 1,000 units a month, right? I say simple math but here I am looking to the other calculator. If you got 1,000 units a month times $1.60 we’re looking at 1,600 dollars a month times 10 months it’s a $16,000 mathematical and absolutely legitimate add back; math and logic there. That times the multiple applied to the business; let’s just say if it’s 3 times that’s a sizable add back, it’s $54,000, no, $48,000. How’s my math? Mark: We’ll 48,000. On this I want to go back to where we started this conversation; why do we do these add backs at all? Again it’s the idea that we want to show a buyer they’re expected return on investment and we want to show a set number standardized approach so that you can interject your own assumptions. And the reason that this is completely valid to do even though you can take a look and say well the actual expenses were not this is because this is the forward-looking numbers that we know are going; the way that the business is going to be run in the future. Joe: That 10 months of expenses there will not carry forward so we needed to make an adjustment for that. Mark: Exactly the only thing we would need to verify would be in due diligence the supplier is going to give the same or similar terms to the new buyer. That would be the only thing that we really need to confirm there. So I think this makes complete sense. Joe: 100%. Mark: Did you get any pushback from buyers on that? Joe: Not an ounce and the buyer that bought the business is; I mean he went to Harvard, he’s a very smart guy, he’s bought 4 other businesses from Quiet Light Brokerage, and he understands all of this. And he’s got investors that review everything so no pushback at all. Mark: Yeah. Alright, next one on your list you have here reduced fees times units sold. Joe: Look, everyone listening that’s considering a sale of their business this last one is why you cannot have one conversation with a business broker for 30 minutes and decide that that’s the one you’ve got to go with because if they’re incredibly good at sales they’re going to talk you into something in 30 minutes. Now I shouldn’t say that because; well, look you’ve done research on Quiet Light, you’ve listened to the podcast, you’ve listened to different examples so maybe you can but you got to dig deep. This happened to me recently in like the third conversation on having in a review of the profit and loss statement. This is why we review profit and loss statements. We learned that the owner of this particular business that I’m talking about repackaged; worked on repackaging all of his product SKUs and in doing so it changed the level of pick pack and ship at Amazon. So he was at let’s say Level 5 and he came down at Level 4; now these are costs. They’re not called that but his fees at Amazon went down. Let’s call it a dollar. So instead of $5 pick pack and ship fee, it was $4 because it was a smaller package, lighter package, things of that nature. So he did that. Again let’s go to the same thing we did here with Jackness’s business. He did it in the last 2 months, it’s on the books for the last 2 months, so we’re going to the prior 12 months and went okay how many units did you sell during those prior 12 months or 10 months times a dollar per unit and we’re doing an add back for that because that adjusted expense in the past went away and it does not carry forward; same thing, different scenario. Mark: Yup, absolutely. So I think there’s 2 ways when we’re looking at some of these kind of I don’t want to creative add backs but the ones that require a little bit more explanation. The one thing that I would just encourage people to keep in mind is that when we see some of these add backs which go back and recast numbers there are some situations where it makes sense to rather than going back and doing that add back bake in some of the value into the multiple as opposed to the trailing 12 months. If we keep in mind that the basic approach to estimate in value in a basic valuation approach would be your trailing 12 months discretionary earnings times some multiple, it doesn’t matter if you increase your discretionary earnings by 10% or increase your multiple by 10%; the result on your valuation is going to be the same. And so I think there is a little bit of discretion and strategy that needs be taken into account by both the broker and the seller when it comes to determining where do we want to get this value in. The thing you need to always keep in mind is are you actually offering real value to a potential buyer? Is this really going to be valuable for the forward-looking future for that; I don’t know if there’s a backward-looking future, for the future of the new owner of the business and where are they going to get that value? So you might be hearing this and thinking this is pretty complex I don’t know if these things would be really a legitimate add back or not. Look if you find this difficult that’s because some of it is and some of it does require discussion. And as I said at the beginning we have these discussions at Quiet Light all the time. We will share something with the entire team and say what do you guys think this? Here’s what I’m thinking, I should have it added back. And sometimes we disagree but we always are able to figure out where that line should be. So I’m going to just throw this invite out; if you have a question on whether or not something would be an add back ask us. Hound us and say what do you think of this; do you think this would be a legitimate add back or not? And that would be on the buy-side or on the sell-side. If you’re look at an opportunity and maybe with another broker or directly with the seller and they’re adding something back and want to know what our thoughts are let us know. We’d love to weigh in on it. Joe: Let’s route another invite there and let’s find a way to do an actual valuation; we’ll do video as well as audio. We’ll remove the client’s names. We’ll just use first name and we won’t use the business name. And we’ll do it sort of Mike Jackness, Ecom Crew Under The Hood Valuation and record it so everybody can hear the process we go through. Man that being in a 2 or 3 part series because it’s such a long in-depth, detailed process. The only thing I want to throw is that we are developing webinars here at Quiet Light that will be up on the new 48-month long redesign that Mark’s been working on. Yes that’s a little wise-ass comment there but the webinars will be up, they will be available in detail for you folks to dig deeper and see us go through some of this add back schedule in the process of doing one that is titled “What’s a Legitimate Add Back?” and all of this will be in webinar format where you can see actual profit and loss statements and whatnot. Mark: Sounds great. I look forward to doing those. I don’t have anything else on add backs. I think we’ve just covered the entire topic as deeply as you possibly could actually no we could probably talk for another couple of episodes in some of these things but I don’t have anything else to add for this one. Do you have anything Joe? Joe: No, we’re good. It was great having 2 very special guests on the podcast; one much more special. According to Andrew Youderian, you’re special. Mark: I like that guy. He’s such a good guy, isn’t he? Joe: Andy Youderian. Has anybody reached out to him with my little Easter egg stuff that I did on the video? But we’re not showing the video yet, right? Mark: I had and actually we are showing the video and that’s something for you guys to know. Subscribe to us on YouTube at Quiet Light Academy. These podcasts are now up in video form so you can look at our pretty faces while you listen to us argue about add backs. I don’t think anyone has reached out to him about the little Easter egg we had in that podcast episode. Because I talked to him recently and he didn’t bring it up. Joe: So for those that have no idea what we’re talking about and have stuck with us at the end of this podcast here’s the deal. I was driving down the road listening to the Quiet Light Podcast where Mark had Andrew on with state of the e-commerce. Mark: One of the best episodes I think we ever did. Joe: Whatever you say Mark. I think this is the best episode we’ve ever done. Alright, so Andrew says yeah you guys have been doing a really good job. I got to tell you Mark I think you have a bit of an edge over Joe. Because Mark and I always competing with who’s got the best episodes and the most downloads. And I swear I almost; I had to pull over I was laughing so out. It was so, so funny. He’s a bit of a prankster. So I figured I’d get him back. And so I had an Incredible Exit Series on, we had somebody; actually it was an Incredible Acquisition, right? Karl Selle bought Smart And Fresh and so we had Karl on a podcast about that and during the podcast I pretended that our producer Chris interrupted us and handed me a sheet that it was kind of an emergency, he was looking to get in touch with somebody named Andy Youderian. I could not pronounce Andrew’s name properly. But for those that go to the YouTube channel you’ll see that I have an EcommerceFuel t- shirt on and that the EcommerceFuel podcast is in the background; a mouse pad is in the background. So clearly I know Andrew Youderian. I want to call him Youderainan from now on. Clearly I know Andrew. My kind would call those Easter eggs. I think that’s what they’re officially called in Marvel movies. So I just threw in a few Easter eggs there. It was kind of fun. We did get one person that sent an e-mail to me and he goes I think the person that your producer is looking for is Andrew Youderian for EcommerceFuel. And I said well that was kind of a joke. I had to send a note back. But it was kind of fun. Mark: Well he was right though. It is the person we’re looking for. We have an Easter egg coming up in one of the movie quotes so you guys have to dig deep on these movie quotes. And I don’t know which episode it’s going to be live on. Listen to the different intros. There’s going to be one that you’re going to have a really hard time finding but I’ll tell you what I want you to find this one whenever it airs. That’s really, really difficult and I will get with our producer next week’s podcast and make sure that we give you a little hint as to which podcast to listen to for this movie quote because it’s just an absolute gem. Joe: Awesome. Let’s wrap it up with that. Links and Resources: ECom Crew Episode Quiet Light Academy YouTube

The current China trade tariff threats have the entire e-commerce world up in arms and seeking solutions to undercut some of these rising costs. Today’s guest has a perfectly legitimate way to avoid tariffs and import duties for merchant-fulfilled retail models. Bobby Armijio’s company, Baja Fulfillment, offers logistics that help clients shave costs in the fulfillment supply chain. It’s so simple in it’s execution that it is almost too good to be true. Third-party logistics solutions in Mexico allow retailers selling B2C products to avoid tariffs and duties in the USA. These retailers are shipping to US customers from Mexican warehouses, where they avoid tariffs on goods that cost less than $800. This is an important episode for the e-commerce business owner looking to increase margins in their supply chain as well as for any buyer seeking an easy and attainable bump in equity. Episode Highlights: Bobby describes the framework of Section 321 and the IMMEX laws. Where the savings comes into play for the e-commerce retailer. Why FBA cannot work with this tariff saving model. Normal e-commerce fulfillment vs Baja Fulfillment. Bobby walks us through the process step by step. Other logistics and fulfillment services Baja offers. Average savings per client. The three hard costs of fulfillment. Why the model is almost too good to be true. How Bobby’s services can kick the can down the road on some duties and increase cash flow for retailers, even FBA. Links and Resources: Baja Fulfillment Email Bobby

The more a seller expands his net, the more buyers he can catch. Often on the Amazon seller revenue lines we see the lack of traction on the international side of the game. How can you get your brand safely and productively into other Amazon Markets? The truth is that Amazon UK or any other country off the .com grid are potential revenue streams and expansion opportunities if approached in the right way. Today’s guest walks us through that expansion process step by step so that business owners and buyers can envision the opportunities to be had. Kevin Sanderson is a multiple six figure seller with over three years of experience on Amazon. When he started out simply selling on Amazon he had one item and very quickly turned that into about 80 skus. He learned that by expanding into the international marketplace he could target products that he could plug into that market successfully. He has a passion for helping others successfully sell on Amazon’s International Marketplaces via his website and podcast and is here to tell you how you can succeed beyond dot com. Episode Highlights: Which products are best for which country and where to start in the sell. Reasons Kevin recommends starting in Canada to get your feet wet. Where to go next and how to get over the translation hurdle overseas. Why Germany stands out in the arena. The recommended steps and estimated time-frame for the expansion process. What Amazon offers by way of help. Differences in taxation in the international marketplaces. How to approach the customer service aspect in those markets. Services that Kevin offers for someone looking to expand internationally. The importance of attending ECommerce events for opening doors and connecting. Transcription: Mark: Joe welcome back from your vacation, you’ve been gone for a few weeks and Quiet Light Brokerage absolutely nothing happened because you aren’t here. Joe: Did you missed me at all? I think I had an email reminder, a notification in there that said if you really need me find me on Whatsapp and no one needed me at all which is very humbling. The reality is that we think we’re really important cogs of the wheel and if there’s enough cogs you’re not so nobody missed you at all. Mark: Well the truth is actually people would email you and then they would get my email and then I was home that they don’t want to work with you they actually want to work with me so I’ve just been picking off all your potential clients. Joe: I love it, no, take all those 10 million dollar listings. Thanks, I appreciate that. Mark: Absolutely I appreciate it too, very much, and so does my wife. Anyways this week I want to talk about something that we’ve seen a lot of with Amazon Sellers. We look at these P&Ls and oftentimes what you see are these revenue lines on the P&Ls where it’s your typical Amazon sales coming through and then you see this Amazon UK or Amazon Europe or something like that and you see some revenue kind of pop and then trail off after a while. And when you talk to the client or the seller about this the backstory is always the same. I thought about expanding to Europe and UK but I didn’t really gain traction there and it was just a lot more work than I really anticipated so we’ve decided not to really do that. The fact is though Amazon UK, Amazon Europe, Amazon Canada, and some of these other countries are really, really good expansion opportunities but you have to go about it the right way and that’s not always as straight forward as putting the product up and launching that store. You talked to somebody who we guess went over exactly in that process how do you actually expand into in other markets on Amazon. Joe: Yeah it’s Kevin Sanderson from Maximizing Ecommerce. He’s affiliated or associated with Scott Voelker who we enjoy from the Amazing Seller and Brand Accelerator Live. And Kevin talks about just that. Okay if you’re going to expand start here then go there and then go there so that you’re getting your feet wet and doing it in a way where you’re learning without getting so frustrated you just throw your hands up and walk away which as he said I see too often. Interestingly enough yesterday I’m doing a valuation call and exactly what you talked about revenue line for Amazon.com and Amazon Europe overseas and there were 3 or 4 months of revenue starting to climb, climb, climb, and then nothing because that particular individual just got frustrated. She didn’t think she was going to get a bang for a buck there because it was so complicated and confusing for her. But the reality is she took on too much all at once. Kevin’s approach is more methodical and I like it. It’s simple. It’s clean. It’s logical. It’s not going to be earth-shattering for anybody listening. But what it is going to do is going to give them reinforcement to what they probably already know and what they should do and hopefully will do as well. Mark: Yeah fantastic topic we do have a shout out to give to somebody who guessed the right intro to one of our podcast and you got that email, Joe. Joe: I did it’s from Westin Woodelf, I’ve got a cold after this vacation, Westin Woodelf, he  sent me an email actually while I was on vacation. It is one of the very few emails that I checked. He guessed The Founder which is the story of McDonald’s the movie clip. So shout out to you Westin and thanks for listening. I appreciate all the kind words and I assure you we will get more people that bought e-commerce businesses or online businesses from us and we’ll get them back on the podcast 6, 12 months after that something that he said he enjoys listening to Mark and wants to hear more of. Mark: Yeah and you know I went to a meetup; a shout out to the people that I met up with for the Rhodium Minneapolis Red Calibers meet up just a couple of weeks ago. I got some good feedback on the podcast there as well you know the point here being not to say guys you have to praise us because we need it for our egos more what do you want to hear. And I got some really good feedback on that. If you guys have stuff that you want to hear or a style of podcast that really stands out to you, let us know, send us an email. We do insist that we want to create content that’s useful for you and helpful. And again keep guessing those movie titles that should be fun. The Founder is a great movie as well highly recommended for anyone that loves entrepreneurship. Joe: And we actually respond to emails. Its inquiries@quietlightbrokerage.com Mark and I get those personally. We also have our own personal email addresses which are really complicated joe@quietlightbrokerage.com or mark@quietlightbrokerage.com and Mark as a K, not a C. Mark: I spell it the right way. Joe: You do spell it the right way, sorry everybody else. Alright, let’s get to this Kevin Sanderson, Maximizing Ecommerce, how to get your brand safely and productively in other Amazon markets. Joe: Hey folks Joe Valley here from Quiet Light Brokerage and today we’ve got Kevin Sanderson from Maximizing Ecommerce on the podcast. Kevin, how are you today? Kevin: I’m doing excellent. Thanks for having me. Joe: Where in the world are you? Kevin: I am in south-ish Florida, about 35 minutes north of West Palm Beach. Joe: Alright so we’re recording at the end of July so you’re definitely inside the house as always, right? Kevin: Oh yes, it’s nice and humid. Joe: So as I said in the pre-call here that we don’t do fancy intros so why don’t you tell the audience a little bit about yourself and what your background is. Kevin: Sure. So I’ve been an e-commerce seller for about 4 years. I remember when I got into the whole thing I just happened to be looking at my phone podcasts and this podcast called the Amazing Seller podcast came up. I was like this sounds interesting so I listened to it. I was like this sounds like something I want to go towards and I went out to Walgreens and they were closing out the summer specials of like whatever they’re going to close out to make room for back to school and I bought a bunch of those blue cooler thingy’s you’d use in your cooler to keep your cans cooled in the freezer. Joe: Okay. Kevin: And I remember sending some of them off to Amazon with a few other things. And I got an e-mail that my stock had been checked in and I was playing with the app like most people do once you start doing this for a while. It keeps saying this 0 sales, 0 dollars, all this and then all of a sudden I refresh it and there’s a 1. I was like hey someone bought it. It was like the day it got checked in. I was prepared like mentally that it might take weeks or whatever but this just like rush of adrenaline came over me. And I went running into the living room and my wife and was like you have to see this and I almost like threw the phone at her. I was so excited. But at first, she thought it was insane just kind of like where is my husband who is this person but then she realized I was just excited about it and then she kind of got it. And so from then on, I’ve been hooked on the whole e-commerce game. Joe: So it’s that easy just go to Walmart, Walgreens, buy some stocked out items and put it on Amazon and you’re in business. Everybody succeeds that way, right? Kevin: Yes I came to learn there’s more steps in the process for that. It was like one of the things I learned very early on in my resale arbitrage career which is short-lived was that I didn’t like having to keep finding stuff and bending it in. So at least what it did was it clicked the switch in my head that like okay this is possible. It’s not just I’m hearing someone talking about it. I actually saw like the 0 go to a 1 and it became real to me. Like okay now let’s go after building my own brand. And so the fall was coming up and at the time I was a high school football official and I decided to take a year’s worth of earnings and put that off to the side to go towards my 1st product. And so from let’s say February of the following year which would have been 2016 I put up my own branded products and then I kept reinvesting into it. And then back in December of 2018, I left my job and it was like I’m going to do all this full time. And I now have about 80 products that I sell. 80 different SKUs as well as…I sell mostly on Amazon but still try to diversify as much as possible. One of the things that’s been very successful for me is selling internationally; so I sell in Canada, the 5 European marketplaces, Japan, and I’m about to launch in Australia and Mexico. Joe: Okay and that’s what we’re going to dig into today folks is how to expand beyond Amazon.com into these other marketplaces. You know I have multiple valuation calls a week talking to people that are looking to exit someday and just yesterday I talked to somebody that we have…she’s a friend of Scott Voelker from The Amazing Seller who you’re friends with as well. And she tried to expand to Europe and found that it was just too complex and complicated. So it’s funny one of the growth areas that savvy; not savvy, that’s the wrong word because this person is actually very savvy. One of the growth areas that people with a kind of international experience see is international. They’ll look at an Amazon business it’s US only and they can see where it may plug into one of the European markets or all of them. Whereas others they try it and they fail because it’s just at a level of detail that is not good for them and their business and they stick to one; focus on the US. You set up a business for that where you’re helping people expand beyond the US. So talk to me about A. which country because I have a couple in mind I want to see which countries are the best or if it’s not that simple that different products are better for different countries. Kevin: Well there’s a little bit of different products are the best for different countries. But one simple thing people can do is if their product is selling in the US and they just look up the keyword of how someone might find their product, so if they are selling garlic presses as our friend Scott would use or fishing lures they could look up garlic presses or fishing lures on Amazon.ca or Amazon.co.uk which are the Canadian and UK versions of Amazon and just go to Jungle scout and Jungle Scout will give you an idea. Now don’t get caught up in the numbers but what I would say is if you are making sales in the US and similar products to yours are making some sales internationally in those international marketplaces it’s at least worth evaluating. You should at least try. Now to your point, there are some hoops you have to jump through. One of the things I recommend to people if you’re going to start off with go into Canada because logistically I personally find it easier. They have what’s called GST, HST which is their goods and services tax, harmonized sales tax, it’s all kind of the same thing but for the most part most people are just going to register with the federal government there and it works very similar to how sales tax work in the US except it’s simpler for most people. And in most cases, they’re going to have to file for that sales tax once per year. Joe: So do you do that just for the exercise of learning how to go international because it’s easy because it is Canada, are you going to get your bang for your buck there, right? The population is 10% of the US so you can expect 10% of your US revenue in terms of Amazon. How do you; is it really worth it? And I think I know the answer. I think I know what you’re going to say but I want to hear you say it. Is it really worth it in terms of dollars or is it a combination of dollars and revenue and the exercise of going international and getting comfortable with it? Kevin: I would say all of the above. So the way I look at it is you have a net and as widen that net in the sea of Amazon you’re going to catch more fish. And some of those fish are exclusive to; and by fish I mean customers, some of those are exclusive to Canada or they’re exclusive to the UK. And as you catch more of those fish you’re going to get more sales. So the way I like to look at it is if you said I’m just going to go into all the international marketplaces if you try to do it all at once it’s going to be too much. Canada is relatively simple. I think it’s a good place to get your feet. So what I did was I went to Canada and then I went to the UK that which is their sales tax is a little more complex and there’s more kind of like landmines you could go hit on that you don’t want to. So it’s best to start off with Canada going to the UK. And then you can go into other parts of Europe and use UK as a base of operations. And the nice thing is if you go into the other marketplaces in Europe you’ll most likely have to translate your listings but at least if you’re starting off in the UK and Canada you’re talking about 2 English speaking countries. So that also lowers some of the barriers. Joe: Okay, so you’re saying a little bit of everything going into Canada so I think it’s a great idea that people start there. And if all you do; if you’re doing $100,000 in discretionary earnings or profit and you expand to Canada and all it does is add $10,000 it’s not hard. Kevin will talk about a little bit in terms of how to do it and can help people do it but that additional $10,000 in discretionary earnings if your business is worth a 3 time multiple you just added $30,000 a month to the overall value of your business if you decide to exit someday. But I like that baby-stepping it doing one country at a time starting with Canada and then another English speaking country being the UK. As far as VAT it is complicated. We’ve done podcasts on it with Avask accounting; the folks over there. Kevin: That’s what I use. Joe: Great. Folks use them as well. I know Melanie they refer people back and forth to us. Anytime we’ve got someone buying a brand that’s selling in the UK we always connect people with them because they’re good. And for folks, that’s AvaskAccounting.co.uk A-V-A-S-K. In terms of the next country so you’re going to go Canada then you’re going to go UK where do you go next? Kevin: I would say most likely Germany. Germany outside of the UK is going to have some of the best sales in Europe. Now you’re starting to get into a different language but there’s translation services out there. Amazon has translation services but there are some asterisks that you might not actually be eligible for kind of strange. Joe: I don’t think the automated translation services work all that well and here’s why. I was just in France and Switzerland and used Google Translate. It kind of worked. I’m literally driving down the highway from I think at the airport to Paris and I’m in the car with an Uber driver and he’s got Google Translate up on his phone. I’ve got it up on mine. I say something and it spits it out in French. We’re having this weird conversation but it didn’t quite fully translate it properly. So I couldn’t imagine using a translation service, an automated translation service like that. What kind of experience do you have with that if you’re going to translate something to German? Do you hire individual people that are native speakers or do you use a translation service? Kevin: So I’ve tried all kinds of different things. I’ve had Amazon help me with translations and theirs is essentially machine in most cases. Joe: I got it. Kevin: The ones I’ve seen it’s machine translated and then a person checks it. Now the issue is who’s checking the checker? So if you’re English speaking and you’re trying to check whether or not German is correct it’s got to be a regular translator. I found a German translator that I’ve had good luck with and I had someone else check it. So if you find one let’s say on Upwork or Fiverr or something and you have someone translate something for you, see if you can hire someone else to critique it. Or if you know someone who speaks German or Spanish or whatever language you want to translate have someone else verify it for you and then you know okay now I’ve got someone good. I’ve got; actually oddly enough in the office building, I work out of there’s a translation company down the hall that actually they’ve worked with American Translator Association translators. They have contracts with all the court systems and they’ve done stuff for GE and Disney and a bunch of other companies. So I’ve found them to be pretty reputable too. But if you’re not 100% sure always have someone else check it. Even if you’re hiring let’s say on Fiverr and you give like a paragraph of stuff, you can hire 3 or 4 people and have them check against each other. And whoever’s getting the best load out of everyone else is probably the one to go with. Joe: Awesome. I think that’s a great idea. There’s been times I’ve looked at Amazon listings and I could tell it’s been written by somebody that does not speak English as their native tongue and it’s obvious and I lose confidence and I don’t necessarily want to buy that product. And I imagine it’s the same somebody is in Germany thinking it. As far as the countries go, I know that one product is not going to be perfect for all countries but from a brokering standpoint and what I’ve seen over the last several years is that Germany stands out amongst all of the European countries as the one that seems to bring people that are exiting that have the most sizable business, sizable revenue. Why do you think that is? Is there something about the German marketplace that makes it stronger and larger than the other marketplaces? Is it population? Is it because of the affluent nature of the individuals in that country or is it just pure happenstance? Kevin: I think it’s a combination of several different things. So I think as; to take a step back as you go outside of the US and you have more hoops to jump through fewer people want to take those hoops. And then as you start getting into other marketplaces that aren’t English now that’s another hoop that you have to jump through of getting it translated. So fewer and fewer sellers I think are willing to do that from what I found and so you have less competition. So then combine with I think the population size and the people in Germany; I still do better in the UK than I do in Germany. It could just be my product but I’ve heard people say the opposite. So it just depends and you never know until you test it. Joe: Okay, Alright so 1st step go to Canada, give it a shot, 2nd UK, and then 3rd another country; Germany. What services are out there? How do you expand? What steps do you recommend someone take in order to go through this process of expanding? And like how much time would you give it? We’ve talked about 3 countries here so far, what kind of timeframe would you give that in terms of checking those off and moving and expanding into these countries? Kevin: Well if you’re doing it alone what you would do is you would 1st register with whatever governmental agency you need to register with. So if it’s Canada you go to the Canadian Revenue Agency and register for what’s called non-resident importer status and also a GST, HST number. It’s all basically the same number, it’s just the programs that you’re under. Joe: Can all that be done through your Amazon accounts when you want to expand to different countries? Because they’re always asking you to expand to different countries, are they offering those services or connections? Kevin: So Amazon will often times help you. Here’s my take on Amazon. If they’re calling you, answer the phone. It’s the way I look at it. See what they have to say. Now I don’t want to disparage Amazon but what I’ve come to find is the people at Amazon they’re always very well-intentioned but they’re siloed. So no one fully understands the whole journey as a seller that you’re going to go through like another seller. So I’m happy to help walk people through that. If people have other friends that are doing it check with your friends and get some advice as well. Just because there are a lot of pieces that even some services like let’s say you know I know that there’s freight forwarders that will help you get registered in Canada or another country but they may be not getting you into all the programs that you really should be in because they’re looking at it from their standpoint of like okay to get stuff across the border you need this but maybe you also need something else that they didn’t register you for because that’s not necessarily their focus. And then Amazon, their focus is really in my experience the folks who are calling you saying hey sign up in wherever country they’re just trying to get you into that country and then from there it’s okay go for it. Joe: Okay. First, do the research on that country and make sure that your products are selling or something similar is selling and you’ve got buyers there. Okay, and how are you dealing with the taxes and registrations? Can you cover that a little bit? We had Avask on the podcast talking about that. Can you talk briefly about the differences on how taxes work on products in the US versus over in Europe? Kevin: Okay. Well, I think the simplest way to look at it is you have 2 buckets of taxes. You have sales tax and you have income tax. So income tax you’re still most likely as long as you’re using your US-based entity you’re going to still owe Uncle Sam assuming someone’s from the US, but you’re still going to owe Uncle Sam for income taxes or whatever country you live in. So then in that country, there’s going to be some sort of tax on the sale; so whether it’s a GST, and the VAT; whatever. Joe: What does GST stand for? Kevin: Oh sorry goods and services tax which is the sales tax of Canada. So the nice thing about Canada is in most cases and a disclaimer here is I’m not a tax preparer so please make sure that you check with an appropriate tax professional about your own situation. But what I found is for most people and in talking to people that do this in the tax world is that you’re most likely going to in Canada register for the goods and services tax and the harmonized sales tax. It’s all just the same thing. Basically, federal tax and you file once per year. It gets added onto the sale just like here in the US. So if they live in a province where let’s just say it’s 8% and it’s $20 then now 1.60 is added on and then you’ll remit and file and then you actually in Canada have a few ways that you can save money on what you’re giving to the government because if you pay GST at the border or some other way that you’re paying you can get credits back. And then it works kind of the same way with credits back in Europe. Now Europe is where it starts getting a little bit more complicated. So the simplest way to look at Europe is where is the inventory getting imported into and where is it being housed. So if it comes across a border you have the requirement to file for VAT or to register and file for VAT in that country. If it’s being housed in that country you’re required to register and file for that country. So I think the simplest way to do it in Europe is to go into the UK and then keep your inventory in just the UK and they’ll allow you to do what’s called the European fulfillment network and have your products shipped to the other 4 countries from the UK. Now a lot of times what some people might steer you towards is what’s called the pan-European program. It’s a little bit of savings but I don’t think it’s really worth it because you save about a Euro per fulfillment fee and so you think oh wow that’s going to add up over time. So the going rate is probably about 7,200 euros per year to be tax compliant, to have somebody do all the tax filings for you and then you end up with like Amazon will put some of your stock in Poland and the Czech Republic those aren’t even countries where they have market places but they just store them there. So again once it’s stored in a country now you have a VAT requirement and you might have to file; they’re filing monthly for you and you have to pay. So you might have to pay the equivalent of like $10or $8 some months to the Polish government and it’s just; it’s almost like a little nap on your side and it’s just like why am I having to do this. Joe: Right. Kevin: So it’s expensive and what I came to learn is well I would say the best thing for most people is in Europe you want to sign up for what’s called the flat rate scheme. Now when we think of taxes and scheme we think about handcuffs and going to jail. But in Europe scheme just means calculation method. So in most cases, someone who’s listening to this is most likely going to be an online retailer and basically, the way it works is if let’s say they sell a product in let’s say the UK for 12 pounds. The price is actually 10 pounds and 2 pounds of VAT is included in that because the thing that’s different about Europe is the price includes the VAT. So just to walk through that math there so you would owe 2 pounds for that sale to the government minus whatever you paid in at the border and whatever other VAT credits you had. Now if you’re on the flat rate scheme you don’t have to keep all your receipts for everything else. You just file 7½ % so that; just to make the math simple there using that 12 pound product you really just, it’s 10 pounds is what you’re selling it for so you would owe 7.5% of that which would be 75 pence which is like their pennies over there instead of having to figure out all that other nonsense of like credits and all that. What I found and I could be completely wrong on this is my accountants, they told me, there’s not a flat rate scheme currently in the other countries. So if their VAT is 22 or 23% you owe that full 22, 23% as opposed to; because basically, the way it works is instead of like in the US tax is based on, sales tax is based on where the customer lives, in Europe it’s where is it being dispatched from; so where they’re shipping it from. So if everything is being shipped from the UK you pay the equivalent VAT to the UK. Joe: So that’s a pretty substantial saving. You’re saving if you’re doing penny you’re saving a dollar or a euro but the percentages that you’re talking about could be pretty substantial in terms of saving if you’re shipping off from the UK. Kevin: Yes. Joe: Plus it sounds like your life’s going to be a little simpler too. Kevin: Yes. Joe: And I think that’s why a lot of people don’t expand or expand to the UK and then pull back because it is a little complicated if you do too much too fast. So I like your simple approach here in terms of the flat rate scheme and sticking to the UK. What are you finding in terms of customer service and things of this nature? How do you handle that aspect of it when you’re dealing with the European market place if you’re in an English speaking native? Kevin: A great question, so there are services out there that will do customer service for you. I’ve had translators make templates for me because there’s a variety of issues that may come up if you’ve been doing this a while you kind of know what questions people are going to ask you. But also you can do and this is not necessarily something you have to worry too much about because at the end of the day Amazon requires that there’s customer service for that customer in the native language. If they’re fulfilling it they look at it pretty much as they’re handling the customer service. So you will get some emails from time to time that you have to respond to within 24 hours just like you do in the US. And so I sometimes will take the message put it in Google Translate see what it is in English and then I flip it around. So if I’m going back from English to let’s say Italian, I then write my response copy and paste the Italian or whatever language I’m using, send it to the customer and I’ve not really had anyone write back and say I can’t believe you just said that to me. Joe: Alright, so it does work in many cases. I did like it. It was an in-depth long conversation about soccer and kids and family with an Uber driver in France where it doesn’t work. But I’m sure that in customer service it does work fairly well. Kevin: Yeah like my product didn’t arrive, okay we’ll send you a new one, usually that that type of thing works pretty well and you can figure out and they can figure out what you mean. Joe: Pretty simple. So, Kevin, you’ve gone from living in the corporate world to being an entrepreneur. Now you’ve got 80 different SKUs and you’re also; you’ve got the Maximizing Ecommerce podcast, you are helping other people expand internationally as well. Are you doing that through Maximizing Ecommerce? How does anybody listening that maybe just bought a business and wants to expand internationally is it a service that you offer to help people go beyond the US? Kevin: Yes. So what they could do is if they wanted to go beyond the US actually for your listeners I’d be willing to do a free 30-minute strategy session; no obligation. They could just go to MaximizingEcommerce.com/quiet and it will take them to a page where they can schedule something with me. Just looking for people of course that have an existing business, if they’re looking to get started I’ll give them a free checklist on how to get their 1st product kind of like how I did. Joe: We’ll put that in the show notes as well. Okay. Kevin: Yes and then also if they wanted to hear more live you and I will be hanging out together in September in Fort Worth at Brand Accelerator Live and I will be speaking about selling internationally and then Quiet Light will be there as a sponsor. And then you, I will plug you as well. You will be on stage speaking about how to maximize your sale if you’re looking to sell your business one day. Joe: Yeah for folks listening that don’t know some of the names we’ve talked about, Scott Voelker is an entrepreneur, an influencer, a speaker, a motivator, he’s got the podcast the Amazing Seller. Scott’s local to me sort of in South Carolina. He’s got a place up here North Carolina. And Kevin’s working with him on Brand Accelerator Live which is Scott’s 1st big event. He’s bringing in the best people in the marketplace; Greg Mercer from Jungle Scout,  Mike Jackness from eComCrew and a whole lot of other folks. And I’m sort of in a very, very low tier of those folks. Greg and Mike and the other folks like that are very, very well known. Kevin: We’re really excited that you’re going to be there. Joe: Well thank you. But it’s a place where I’ve heard in terms of the Amazing Seller podcast and what you’re doing with Scott it’s a place where I’ve talked to so many people who get such value to grow; and this is the thing, grow their Amazon business but take it beyond Amazon as well and learn about how to market off of Amazon and Shopify and e-mail marketing and Facebook or things of that nature and in the affiliate world and blog world and all that stuff. So I think Scott’s done an amazing job with that. I love that you’re working with him on this 1st and then we’re excited to be there. Anybody that hasn’t looked it up yet it’s Brand Accelerator Live, is that right? Kevin: Yeah Brand Accelerator Live. They can go to BrandAcceleratorLive.com and if someone is listening to this and is saying well I’ve never been to a live event before whether it’s Brand Accelerator Live or something else if they’re listening to this in the future go to something. You never know what’s going to come out of it. Joe: I’m going to interrupt and say yes that’s absolutely true. You know when I 1st started doing what I do here in Quiet Light I had to go to an event and I think the 1st one I went to was in New Orleans. I can’t even remember it but it was a big event and I hated it. Because I didn’t like; I’m a bit of an introvert. Doing this right now, talking, podcasts, it’s great. It’s easy. I’m a bit of an introvert but I was at an event I forget exactly where it was and I heard the name Mike Jackness and I said to myself I’m going to find Mike. And I went to be pre-party and I saw Mike sitting there on a couch. I sat down beside and said hello and now Mike and I are really good friends. I sold his business. We’ve done podcasts together. We’ve got a lot of relationships in terms of people we know together. And I think he’s made an impact on my life and my business and I’ve hopefully made the same on his. And when you see people; you go to an event like this and you see people standing around in a circle talking to each other and you don’t know who they are, your instant thought is oh they all know each other I don’t want to step in there that’s really awkward. The reality is that they don’t know each other. They’re just getting to know each other. And I’ve been in a situation where literally I’m standing around like that somebody walks up and just sort of shoulders their way and starts to nod their head up and down and says hello and we had all just met each other and he came in and met us as well. So it’s a hard thing to do but I think in this e-commerce world, listening to podcasts like this is invaluable but the most important thing you can do is get out there and meet people face to face and shake their hand. And then you can connect with them directly about what they’re doing in their business and what you’re trying to do with yours; and in this case with you taking Amazon businesses beyond the US and into the other marketplaces in a strategic process and how to do that so that you’re going to have a higher success rate. So anybody listening get out there and go to a Mastermind event, whatever it might be, Brand Accelerator Live is not going to be a large one; it’s down in Fort Worth in September; what are the dates on it? Kevin: September 18th through 20th and then we also have a Mastermind for high-level sellers on the 21st and we still have a couple of slots available for those mastermind folks. But yeah I definitely recommend that you go to something. So to your point like sometimes you will have that feeling like oh gosh it’s going to be hard connecting with people, I remember the 1st e-commerce event I went to and I walked into the opening reception and I go to the bar and kind of have that feeling like okay there’s safety at the bar, the bartender is giving me the drink. Joe: Unless you’re in Mexico or the Dominican Republic but yeah, okay. Kevin: Right exactly. So I turned around and I’m like okay not to go or I do have to like talk to someone. So there was this woman standing there and it was like hi I’m Kevin and then we just started talking and you know I still keep in contact with her to this day. And I started talking to some other people. And so just a random story here is that at this live event I got to know Scott Voelker and met him in another live event because there’s that power in connection where you’re meeting people live as opposed to even on the phone or messaging and Facebook groups or whatever case is and he was talking about how you wanted to do more to help people in the intermediate to advanced stage. And I like to think of the world as kind of like a puzzle with pieces that all have to come together that’s why I do this international thing and then things to work in hotels and conventions. So I told them I think you should do a live event and I can help you with it because I had that experience. And I was thinking like he’s going to say oh no [inaudible[00:37:19.2] whatever thank you graciously because he’s a nice guy. But he actually said yes tell me more how would we do this. And so this has become an opportunity that’s opened up doors for me because I talked to Scott. And I know all kinds of people, maybe it’s not Scott Voelker that they’re connected with someone who opened up some door connected them to a supplier, they found out some like I never knew about that service or that whatever and it opened up their mind to something else because they were having a conversation over drinks, breaking bread, or just talking or someone in between sessions at a live event because e-commerce sellers for the most part especially the ones that are doing it full time if they’re at their house or whatever and they’re just in front of a keyboard all day they want to connect with other people. Joe: Yeah. Kevin: Or if they’re doing it as a; they have a full time job they are like I don’t know anyone else that does this and so all of a sudden he’s like surrounded by people that all do the same thing and most e-commerce sellers are not surrounded all day by other e-commerce sellers so it’s like a treat being in the same room. Joe: And you’ll be amazed when you connect with folks like that how you figure out after a time that there’s a half a dozen people in my surrounding area and then you can have a mini sort of mastermind group where you just get together for drinks once a month or something like that. So I think really important number one thank you for your time and helping people figure out how to expand beyond Amazon.com because it is going to bring more value for their bank account and an eventual sale as well. It’s going to bring more value. But for those folks that haven’t done it get to a live event, meet people face to face, it will make a difference in your business and in your life in my opinion and experience. It’s hard to do. I tell you it is hard to do. It’s what I do now that I’ve got this drink in my hand? You turn around and you say hello to someone and just take your hand out. Kevin: Exactly. Joe: And you end up being amazed with value you didn’t get in that situation. Again MaximizingEcommerce.com, BrandAcceleratorLive.com, Kevin you’re a good man. I appreciate your time and I look forward to seeing you in September. Kevin: I’m excited for it. Thanks for having me. Links and Resources: Kevin’s Website Kevin’s Podcast Listener Promo from Kevin Brand Accelerator Live 2019