The Quiet Light Podcast

Alex Lyon from Avask Tax Advisors works with over 2,000 eCommerce and FBA clients. Her role is to help them understand, register for, manage and comply with VAT registrations and payments. Did you know that when selling online in Europe the taxes (VAT) are included in the purchase price? Did you know if you don’t increase your list price your margins shrink by the VAT amount? Did you know that if you have a UK company there is a minimum total revenue threshold amount you can reach before you have to collect VAT? Did you know the biggest mistake made by US companies is not registering for VAT, but that you can sell on Amazon prior to having the registration number? If you answered “no” to at least one of the above questions…and plan to expand to Europe, hearing Alex’s explanation of the VAT process could be critical to your expansion success.   Episode Highlights: The biggest mistake Alex sees is not registering for VAT, and it is costly! You can sell before being registered, but it’ll cost you if you don’t increase your prices to account for VAT. You do not have to set up a foreign corporation to sell in Europe, regardless of your overseas location: i.e. US, Singapore, etc. You only collect in countries you are shipping from (there is a caveat). Amazon does not show VAT charges separately in your seller account. The PanEU program makes sense for some, most only register in the UK and Germany. If you don’t pay VAT…your Amazon account will be suspended and/or closed (eventually). “Import VAT” is charged on the inventory shipped into the country and paid immediately. “Sales VAT” is charged on the retail price of your goods, and paid quarterly. The UK and Germany are the two largest markets for selling online in the EU. The UK is the easiest to expand to from the US because of language and the challenges of shipping to Germany. Wiring VAT payments can take 4-5 days and a currency account in Europe shortens the wire times. Using an intermediary bank, or currency account, can save 1-3% in exchange rate fees. With Avask, the costs to register for VAT in the UK is about $200 USD, and then about $1200 USD per year. Caveat to costs: “Distance Selling Thresholds”, if met, require more than $1200 per year because VAT is required in countries you do not store inventory in. Transcription: Mark: Good morning Joe. How are you? Joe: I’m good Mark. How are you? Mark: I’m hanging in there. I’m enjoying the weather lately and getting outdoors a little bit not working as hard but we’re still recording podcasts. And you recorded one on an interesting topic and something that I think more and more people are having to face that have Amazon businesses and that’s some of the tax implications going overseas. Joe: Yes. Actually, anybody who has a physical products business that wants to sell in Europe and it’s on value added taxes, oh my God not exciting at all. But did you know real quickly that you know obviously here in the States you buy something and then the tax is added? When you buy something online, or in Europe, UK, Germany, France, Italy, etcetera the price is built into…I’m sorry the taxes are built into the price. So if it’s 120$ the item might be 100 but the taxes are 20. And a lot of buyers that ex…by sellers that expand overseas don’t quite understand that concept initially and they could immediately start losing margin by not increasing the prices for the value added taxes. A great conversation it was with Alex Lyon from AVASK Tax Advisors they have over 2,000 FBA clients and e-commerce clients throughout the world that sell and need value added tax compliance so really informative stuff. And anybody that’s considering expanding overseas should absolutely listen to this because it’s not that complicated once you listen to what she says. Mark: What are the consequences if somebody is not taking care of the value added tax? Do you know by any chance? Joe: Yeah absolutely. So they’re very-very compliant over there. It’s not gray like it is here in the States, its black and white. So the problem is that if you sell in let’s say the UK and you’re not registered, you’re going to be determined. Amazon has to share the information with I think it’s the HMRC. They have to by law; they share the details of everybody that sells on Amazon. So the HMRC has access to your sales information and therefore can force you to pay the value added taxes that you should have collected. If you didn’t collect it you’re going to pay for that out of your pocket simple as that. So you’ve got two choices: pay for it out of your pocket and lose that 15 to 20% margin and probably make no money at all or walk away and be banned from selling in in Europe on Amazon. Mark: That’s significant. I think moving across the ocean to selling in different countries is a huge opportunity for anyone. Buying an e-commerce business that wants to ship overseas that you need to start taking advantage of that opportunity but you also have to go through some of the understanding of what sort of regulations are in play. I think this you know isn’t…this is not exactly an exciting topic but you know and I think it’s a really important topic for anyone to listen to, to possibly unlock an opportunity that your competitors are not taking advantage of. Joe: Yeah and before we say let’s jump into it let me just say this that I’ve seen explosive growth with people moving and expanding their products to the EEO, explosive growth in particular France. I mean the UK and Germany. And the cost associated with it using someone like AVASK and they’re not the only ones who do it, it’s not all that expensive. You’re looking at maybe 1500 $ to get the ball rolling and get it done right. And you can you can start selling immediately as long as you’re registering and then you pay from the date you started selling. It’s really not that complicated. There’s a lot to it but it’s really-really important that if you’re going to sell overseas which I think everybody should if they have real growth plans that they listen to the whole podcast. Mark: All right with that I will say let’s jump into it. Joe: Hey folks it’s Joe from Quiet Light Brokerage and today I’ve got to Alex Lyon from AVASK Tax Advisors with me. She’s an expert on VAT which I believe is value added tax. Something a lot of folks trying to expand their e-commerce businesses over to the UK and beyond really need some help on. So Alex welcome to the Quiet Light Podcast. Alex: Thank you. Thank you, Joe. Hi everyone. Yeah as Joe has mentioned my name is Alex. I am Indirect Tax Client Manager of AVASK. So I’ve been working here for three years now just helping e-commerce sellers expand over into Europe. So we’ve got over 2,000 Amazon sellers that we work with. UK companies also companies based all over the world as well. So yeah that’s been us. Joe: That’s fantastic. Are they all FBA clients (Fulfilled By Amazon) or do they you know sell off FBA as well (off Amazon) with their own e-commerce businesses? Alex: It varies so a high majority of people are FBA sellers just because it’s a lot easier to hand everything over to Amazon and kind of let them do fulfillment. But there are quite a large number of Amazon Sellers as well such as shipment from your own country which obviously makes a lot of things easier in terms of the VAT because you don’t have to actually declare the sales in Europe because you’re not fulfilling from his countries. So yeah it’s kind of a majority FBA but we do have MFM sellers as well. Joe: Okay, good. Good. Good. So let’s talk about the basics, get things straight here for our listeners because a lot of people here in the states are expanding their Amazon.com accounts beyond Amazon into the European countries and seeing explosive growth. But the big mystery is how to set up the VAT’s and how to find an agency like yours to handle it most of the costs associated with it are. So you can start am I getting it right is it Value Added Tax and tell us how it works? Alex: Correct. Yes, it’s value added tax. It’s the same principle across the European countries but they have different rights and different filing frequencies. The easiest way to explain it would be that it’s similar to the sales tax you have in the US. But the main difference would be the way which you include it within the price of your product. So this is kind of the biggest hurdle where people fall over on where they don’t actually include the VAT amount within the price of the product which means that you’re not actually collecting the VAT from your customer but you still have to pay it to the revenue. So you’re essentially paying it out from your pocket if you don’t include it. So in the US for someone like myself when I come over I don’t realize it works like this when I go to the checkout in sell sites because I didn’t know and I’m kind of how…where is this amount coming from. Whereas in the UK you don’t know that it’s already there in the price of the product so yes its essentially the same as the sales tax but it’s more hidden. Joe: So Amazon is collecting that 20% for units built into the purchase price of the product. So if it’s 100 $ if the VAT is 20% for instance, 20% is something set aside to pay your VAT…your taxes? Alex: Yes. Joe: Okay. Alex: So you need to list in on Amazon for the straight 120. Amazon won’t do that for you. Joe: Okay and do a lot of people make that mistake where they just list their business without bumping it for the value added tax? Alex: Yeah there’s a large number of that do. Without getting kind of proper advice on how VAT actually works. So it is…see it’s hard enough to in taxes in your own country let alone I’m kind of working out how to do it in a foreign country. So yeah that’s a big hurdle where quite a lot of people fall over on. Joe: Okay. So you’re located in the UK. AVASK is located in the UK. But I think I saw offices around in different parts of the world, is that right? Alex: Yes that’s right. So we’ve got an office in London and I’m on based on in Winchester which is about an hour south of London. And then we’ve also got offices in Shenzhen and LA. We try to come over to the US as much as possible as well just because oversea it’s kind of US sellers that we’ve [inaudible 00:08:19.0] work with. So yeah we try and get over to the events as much as possible as well and get that travelling. Joe: So the vast majority of clients as you said are US based clients and they start selling and Amazon.com and then expanded to the European countries? Alex: Yeah, definitely. Amazon is oversea, it’s huge in America and it’s just kind of been taking off here in Europe as well. So it’s a massive market in Europe and I think if you’re product is successful and you’ve been able to make it successive there in the US then there’s absolutely no reason why you shouldn’t also be able to do in Europe. Joe: Okay. So let’s say I own an Amazon.com account, I want to reach out to you what…and I want to sell in the European countries, step one two three can you walk us through that? Alex: Yup sure. So step one is to work out where you’re going to be shipping your products from. So most people go with the UK or Germany just because they’re the biggest markets, UK is obviously a lot easier because you don’t have to translate any of your products. So whichever country you decide you’re going to fulfill from you then have to get a VAT number in that country and also an EORI number for all of your shipments. So those two numbers you have to have those before you make a shipment. If you make a shipment without those numbers you’re going to get charged import VAT and then you won’t necessarily be able to reclaim that back whereas you would if you have the numbers. So that’s very important. In terms of the registration process, engaging a UK agent is really helpful because you’ve got someone who can communicate with tax authorities on your behalf. And that also means that we know exactly what documents are needed for each of the registration. We’ll process all of that for you. Once the application has been submitted and you’re waiting for the numbers to come through at that point you should start getting your listings up. Working out some shipping quotes and kind of working out all the details on actually how you’re going to get your product there and what the listings are going to look like. Joe: Okay. And I just had a conversation with someone that is buying an Amazon business and they were confused about when the VAT was going to be applied. Is it to the amount of products being shipped into the country or is it the amount that’s sold? Alex: It’s both. So if you’re doing FBA you’re making a box shipment to an Amazon warehouse. That box shipment you’re going to have to declare at customs. So any shipment that’s out into a warehouse is going to have import VAT at UK customs charged on it that’s assuming of course that your shipment has come from outside of Europe, so most people ship from China or from the US. So import VAT is going to be charged on the cost of your goods. When you put together a commercial invoice of that shipment, that’s the amount of the import fees then we charge on also with freight charges and things. Joe: And then what time do they pay that import VAT, when it arrives? Alex: Yeah correct so usually depending on what shipping company you’ll go for usually they’ll pay it for you and invoice it back to you. But they still have to do your kind of clearance number to create a shipment. Joe: And then do they have to…then they collect that VAT when it sells and they keep it or is it a different…are we talking about two different things? The import VAT versus the VAT that’s charged to the customer on the Amazon account is that two different things or it’s the same? Alex: It’s the same tax but it’s computed in different ways. So import VAT is non-cost whereas VAT on your sales is on the retail price of your goods. And they’re also kind of declared differently so with the VAT when you [inaudible 00:11:35.18] you pay that in your VAT within each quarter. You don’t pay that immediately when you make the sale. Whereas the import VAT, you pay it immediately at customs. And the way that those kind of…they tie in together although they’re separately you…it’s within your VAT return. So you do your VAT filing every quarter. So every three months you declare the amount of sales you made and then obviously you’re declaring the VAT that’s due on your sales and then any import VAT that you pay you can get that refunded and it’s used as a credit within your VAT return. Joe: And how easy is it within the Amazon seller account to see that money that you’ve collected and have it match up against what you’re going to owe? Or is it not as black and white as I think it would be or is it really relatively easy? Alex: It’s gotten a lot better, to be honest. And so Amazon have got a specific VAT report that you can now download so you can see the breakdown. But in terms of the actual…when your customer purchases an item they won’t be able to see the breakdown of VAT and the amount that’s going to the amount that’s going to the revenue. Another kind of stumbling block where a few Amazon sellers fall over where they don’t get the kind of proper…do the proper research before is that’s that although Amazon take their fees from the money you receive in terms of your sales, the VAT is [inaudible 00:12:49.6] on the total sales price. You can’t deduct Amazon fees and then the amount that you actually receive from Amazon is what you pay VAT on it’s the total amount that you’re costumer is paying you pay VAT on. Joe: Why is there any calculation at all that the seller does? Doesn’t Amazon calculate it for you it seems like they would since they know the exact sales? Alex: Yes so, unfortunately, it doesn’t work like that. You have to include it. You have to price your product you have to do your pricing matrix. If you’re expecting to move due your pricing and then Amazon add the VAT on it…that’s not going to happen. You have to make sure you’re including them. Joe: Well then I was thinking in terms of Amazon that in your pricing you would say this is my price and then this is my VAT amount it’s not done that way you just simply mark it up to 120$ if it’s a 100$ item. Alex: Yeah, exactly. Mark out straight away. And you can tell Amazon with the VAT calculation service you can let them know if you’ve got any kind of reduce rated or zero rated items which will reflect on the actual sales report. But it’s not going to affect what your actual retail price is on Amazon and what it’s listed as. Joe: Okay. Let’s talk about volume. Here in the States, there’s a lot of question about when should I start collecting sales taxes and [inaudible 00:13:58.6] and all these different [inaudible 00:13:59.8] unfortunately not black and white yet. It’s still very-very gray. I had a situation where I listed a business for sale and asked about collecting VAT and he said well I’m not…I haven’t hit that threshold yet in the UK. And I think it was a UK corporation as well, can you talk about thresholds and when and if you have to collect. In different [inaudible 00:14:21.4] what if you’re a UK corporation or a Hong Kong Corporation if you’re someone at the LOC or corporation here in the States? Alex: Okay, so if you have a company that’s incorporated anywhere apart from the UK then you have to register for VAT immediately so that’s sale number one whether it’s going to have 1$, 10$, or 100$ it’s straight away so no threshold whatsoever, you have to be registered. If however, you have a UK company there’s a threshold of 85,000 Pounds and that’s in terms of a turnover over a 12 month loaning period. So if you hit that within three months you have to be registered if you hit that in 11 months you have to be registered but that’s just for a UK company. So if you’ve got an overseas entity you have to register straight to it there’s no threshold. Joe: As far as buyers go, when you and I talked about this and have conversations with buyers when they buy an Amazon account that has a European component to it there’s always questions about TMI not going to be collecting during a certain period of time, how do we sign up, how do we get that registered, what kind of danger I’m going to be in. I think you said the other day in a call separately in preparation for this that you can start pricing your products right away while you register and you’re not going to…you’re not going to lose any grounds or sales while you’re registering and then paying VAT down the road a bit. Can you talk about that again a little bit so that…and talk about it from a buyer for perspective. If say someone is buying an Amazon account and taking it over and would reach out to you to register how do they ensure that they’re collecting from day one of ownership and that they’re not going to…not get themselves in a little bit of trouble? Alex: Well, first of all, I want to make sure, well check whether the Amazon account has already previously been charging VAT. So what we’ve discussed in terms of the pricing, obviously if you’re taking over an Amazon account you’re buying that account. And if they haven’t been including VAT in the prices, you obviously then need to…the first kind of goal is to straight away go ahead and increase everything by that 20%. Joe: Let me just jump in here for a sec. So that’s a consideration when someone…this is for the buyers that are listening, correct me here Alex if I’m wrong but when someone’s buying an account and the owner has UK corporation, if they’re below that annual threshold of 85,000 Pounds in revenue they’re not charging VAT. But if I buy it and I’m not a UK corporation I immediately have to increase the prices in order to collect VAT or leave it alone and I’m going to lose 20% of my sales to the VAT. Is that correct? Alex: That’s correct. Yes, so you because you’re an overseas company you have to charge VAT on your sales even though they haven’t been charged previously. Joe: Okay really critical for buyers to understand that when it’s a UK corporation. Okay sorry to interrupt please continue. Alex: Okay so once you have then kind of taken over the company you can actually back date a registration. So say I’m talking over…I’m buying an Amazon account under my US company from a UK company we’ll stick to that example. From the 1st of May you know going through the whole process it’s taken a couple weeks to actually get everything set up. When if it got to the 1st of June and you still hadn’t registered you can then back date that to the 1st of May. So as soon as you know that you’re going to be buying the Amazon Seller Central, I would make sure that you’re charging VAT to your customers because although you may not be registered you can backdate the registration. And it means that you have to pay VAT in all sales you make previous even though at that actual moment in time you weren’t registered but you’re back dating registration. Joe: Okay just to summarize. Don’t change a thing in terms of prices assuming it’s a…let’s go with back to the it’s a non UK entity so that they’re a US entity buying a US entity but they have a UK account to it. If they’re charging 120$ now and they’re collecting VAT you don’t have to change prices at all. Alex: Correct. Joe: You’re going to register with a firm like yours and then when it’s time to pay for the first time you’re already collecting those and you’ll go back dating and calculate what’s due. Alex: Yes, exactly. Yeah. Joe: And how often do you pay? I think you said was it quarterly? Alex: Yes quarterly so every three months yeah. Joe: And is it the same every three months? Is it the beginning of the 15th of the next quarter is when you have to pay the taxes or is it depends upon when you register? Alex: So you got one month and seven days to actually do the filing and make the payment. As you can fall into different stagger groups in VAT quarters so it’s not necessarily you are January to March you can be February to April or March to May. So there’s three kind of different groups of VAT filings you could fall into. Your VAT advisor should obviously let you know and would be contacting you when everything’s due. In terms of the frequency yeah it is quarterly. Joe: Listen, Alex, as you can see I’m an old guy, got some gray hair here. I fell asleep in accounting class in college. I honest to God I did fell asleep, the next class came in and I think I’ve told the story again so I won’t go to much detail. I don’t like this stuff. I don’t like this level of detail because of what I do for a living it’s absolutely critical as an entrepreneur and know how important it is. Do I have to really…if I’m the guy that’s buying an FBA business and it’s got European components to it, how much do I have to really know or can I just rely on you guys to do the work for me? Alex: You can definitely rely on us to kind of advice you and let you know. But it is…I do think it’s good to know kind of the basics of what you’re doing. In terms of Amazon, you’ve got two different programs so European Fulfillment Network or Pan-European Program. Pan-European Program is great you get to move your stock around to seven different countries [inaudible 00:20:03.1] you’re stock is close that your costumers time are positive reasons to do that. But if you just kind of turn that on on your Amazon Seller Central and you’d haven’t done any prior research, you won’t know that you then actually have to get [inaudible 00:20:17.6] registered in seven countries. You have to do filings maybe month in more than half of these countries. So everything that you do in terms of where your stock is located, where your sales are going will have an impact on your VAT registration, your VAT applications within Europe. So yes it’s good you should have [inaudible 00:20:36.6] in there. We’d let you know but don’t be completely ignorant to what you’re doing and where your stock is going. Joe: Hey it sounds like you just touched on being able to shift from seven different countries in a penny you…there’s a lot of potential savings in terms of the shipping costs and fulfillment costs that you’re closer to the customer. But you talked earlier I think that if you’ve got your inventory in the UK or Germany in the two biggest centers that you register for VAT in those countries what if your inventory is spread around seven different countries so you’re closer to the customers do you then have to register in all of those countries? Alex: You do. Yeah, as soon as your stock is in that country and you can sell in from there you have to be VAT registered in that country. So VAT is basically payable to the country and is being done close at supply. So if your stock is in a Czech Republic warehouse the place of supply VAT sale when it’s going from the Czech Republic to the customer in Italy is going to be in Czech Republic. So being VAT registered in the UK is completely useless. Joe: Okay. Alex: So yeah- Joe: Very much like nexus here in the States if there’s 15 Amazon centers theory is that if you have 15 different locations of inventory you have nexus in those states and that’s where you collect sales taxes. Not as formal as where you are. Tell us about the biggest hurdles and biggest mistakes that you’ve seen people make…well that you have in been bringing people to the European countries and selling an FBA. What things are really obvious? What mistakes are really common that people can avoid? Alex: So first one is to not get registered at all. So with that threshold, quite a few people get confused that the 85,000 threshold is applicable to them; sounds really appealing and really lovely so they just don’t register full stop. And then when you do get registered you just do it from today’s date because [inaudible 00:22:27.3] realize but now I know that I’m going to do it from today. There’s a huge amount of compliant checks going on with the revenue in the UK. They are hurdling through every single Amazon account and doing tax investigations. You know we’ve had to help clients where we’re going all the way back to 2012 when the legislation came in that they have to register. So that’s kind of six years of taxes you’re going to have to go back and pay and if you don’t your Amazon can get shut down. So the first kind of hurdle is actually getting registered. It’s kind of what you’d think is the most simplest part just to do the application. Joe: Six years of VAT taxes you’ve had people in that situation? Alex: Yeah. Joe: I would think that in some situations people will just throw their hands up in the air, close the account, and walk away, and not pay the taxes. Alex: Yeah. Joe: Is that something where if you’re a US resident where you’re going to be found and have to pay those taxes in some way shape or form? Alex: Well you spent a nice six years building up your Amazon account. You’ve got all of your reviews you know you’ve built up that kind of brand in the UK so to kind of just throw your hands up and walk away is a big thing to do in the first place. Because even if you opened up a new Amazon account you’re not going to have all of those reviews and obviously the name of you as a director of that company when you do a VAT application in the UK you have to state that information and you have to kind of give all of those details of yourself anyway and yeah so you’ll have- Joe: So if you’re going to walk away there walk in away forever. Alex: Yeah. Joe: Unless they cheat and get around the system somewhere. Alex: Exactly and unfortunately like in the US…so as not like in the US there’s now amnesty in the UK so if you think that you’re going to be negotiating and kind of say that oh I’ll make sure to pay everything going forward so I’ll pay a percentage you wouldn’t get that and you also have to pay mass penalty as well so it do not kind of sound all that great if you haven’t done the right thing to start with. Joe: Okay. So I’ve talked to a lot of Amazon sellers. I’ve seen their financials. Some people tell me you know I’ve done the analysis Joe and it’s just not worth the effort for me to sell in Germany and Italy in France and in the UK. It’s just not worth it. And I think they’re completely and utterly wrong because I’ve seen the explosive growth. You’ve got 2,000 FBA clients. What country are you seeing people get the most bang for their buck? What’s growing rapidly over there and what country should they pay attention to the most? Alex: UK and Germany definitely. They’re just the two biggest markets. France is…does follow very closely but yeah 100% they’re the biggest. Joe: Okay. And the easiest of those two might be the UK because you don’t have to do translation? Alex: Yeah, exactly. And I’m shipping direct into the UK is a lot easier than it is shipping to Germany. Joe: Okay. Okay. There are a lot of concerns about money laundering. I’ve heard people talk about this and how complicated it is and on the German side and German FBA accounts. Am I just hearing people with sort of the chicken little mentality that the sky is falling and being really paranoid or is there something to that? Alex: I think sales in Germany in terms of my money laundering and everything is all going through Amazon. So amazon are collecting the funds and sending it to you. You don’t need for some representation in Germany so payments go directly to the tax authorities whereas in France you’ve got to pay to your French advisor and then it goes to the tax authorities so yeah I’m not sure of what grounds. Joe: Do you even know who Chicken Little is or what that theory…okay, I see you just- Alex: No sorry. Joe: Okay. It’s a cartoon character here in the States disguised- Alex: Okay [crosstalk 00:25:55.9] Joe: I used that terminology when there’s so many people online talking about all the horrible things that can happen when you’re own an Amazon seller account as opposed to the reality of how many great things are happening and it’s changing people’s lives. Alex: I think that’s like when you go to a restaurant or you go anywhere, you’re more likely to leave a bad review if you’ve had a bad experience whereas if you’ve had agood review you probably leave any review at all. I do notice that happen. Joe: A hundred percent, you’re absolutely right. One of the things that I see often and I know you guys are AVASK tax advisor so I want to talk about that advisory part and the tax part. But one of the things that I see happen is that sometimes when sellers expand overseas they just take the easy route and they’d let Amazon handle making deposits directly to their US bank account. Whereas other people that take a little bit of time, do some research, still use World’s First Bank or somebody else to be that intermediary and the money will go there at a lower exchange rate saving them tens in…tens of thousands of dollars annually. Do you find that to be the case, do you would advise folks to do that and if so what world banks do you suggest they use or look at or is that a service that you provide as well? Alex: Yeah, definitely. So if you kind of first of all from a VAT paying perspective there’s…most people have to pay via wire transfer. And if you’re getting kind of close to the payment deadline it can take for to five working days for that payment to clear with HMRC. They then if any payment is received late they will give you a surcharge with subtentiative liability and that can go up to 15 cents. So if you’ve got a currency account located here in Europe the time that it takes for the funds to actually clear and consider the payment to be made is a lot quicker. So that is a big benefit of getting a bank account over here even just a currency account. Joe: Can you define what a currency account is and how it differentiates from a bank account, please? Alex: So it has kind of all the benefits of a bank account and they’re very similar but I don’t think I mean don’t 100% take my word for this. Obviously, it’s better to speak to a currency account provider. But you can’t hold large amounts of funds in that account. It’s kind of like an intermediary way. You’re basically doing a transfer and a transfer to your local account. You can’t also do things like direct debits and buy out checks and things like that. Joe: Okay. And as I understand it just for people listening that currency account I think Amazon, for instance, may charge you if you are a…may charge you 4% currency exchange. Whereas the currency account you may only be charged 2%. And so you might be…and these are ballpark numbers so you’re saving 2% on whatever amount of money is flowing through that. And if it’s a million dollars, you do the math on that. If it’s 10,000 $ you do the math on that. So I see a lot of people do that as well. That’s what a currency account is right? Alex: Yeah. And especially with kind of making payments in Europe in terms of VAT you’re going to be transferring your money from Amazon to the US and then back so the UK again so you’re kind of transferring it a couple of times and to make that payment. So if you want to incorporate a UK company [inaudible 00:29:08.3] you could have get an actual high street UK bank account which is obviously a benefit of that UK company. You could just kind of grow the funds and leave it in a high street bank account in UK. Joe: Well, let’s talk about that for a minute. Maybe I should have asked this at the very beginning and listeners I apologize because this is a question I get offset. You know I’m expanding to the UK, I’m expanding to Germany do I have to set up a UK business with a UK address or German company? Do I have to set those up or can I simply be a US based company selling products overseas? Can you explain, you’ve got 2,000 clients what are they doing? What do you recommend? Alex: You do not have to incorporate a UK company. It’s the majority of people use their overseas company just because it is a lot easier and has less administration in terms of the accounts that you are drawing up each year. It’s all just falling onto one company. You’ve got your CPA in the US. He’s doing everything for you. You don’t have to hire a CPA equivalent in the UK so ask accountants to do your [inaudible 00:30:03.9] paying your kind of all those tax due filings. In terms of what’s actually best is really hard for me to say because it is on a case by case basis. It’s you know do you want to build a brand, do you want a UK bank account, do you want to take advantage of the VAT threshold, there’s so many factors. It’s not one, it’s one size fits all, unfortunately. Joe: Okay but the simple answer is for anybody listening if you’re US based with a US bank account a US corporation, you do not have to set up a European company a UK company or in Germany that’s misinformation. You don’t have to do that. You can register for VAT and start collecting and paying and still have your one CPA here in the US. Is that correct? Alex: Yes. Joe: Good. Of your 2,000 plus or minus clients, what are their sizes? I mean you have you got people that are doing you know a million, two million dollars a month in revenue and those that are just doing five or 10,000 $ a month? How does it range and how does it flash out [inaudible 00:31:01.5] so we just know more about you guys. Alex: Yeah, exactly that range I don’t [inaudible 00:31:05.4] information but- Joe: Maybe I should have said a half a million a month. Alex: Yeah there’s a huge range there is. And that’s for the UK companies and also overseas companies. You know we’ve got a lot of Chinese clients as well. We’ve got kind of a whole Chinese department [inaudible 00:31:20.6]. So yeah the range is massive. We can help you whatever size. Joe: Okay. Let’s say that I’m doing a quarter of a million dollars a month here in the States and I decide I want to expand overseas and I’m going to start with UK and Germany. Aside from my inventory costs and getting the product there, what are my costs for someone like you in setting up VAT and getting registered and compliant and all that stuff? Alex: Well it depends which country you’re going for. If it’s just one if it’s selling- Joe: Say I’m gonna start with two. I’m going to start with the UK, actually I’m just gonna go with one. Let’s go with UK. Alex: Okay 150 Pound registration one up fee and then 870 Pounds a year annual compliance and that doesn’t depend on turnover. So whatever your turnover is it’s the same. Joe: That’s pretty cheap, if I’m doing a quarter million a month, 150 Euros a couple of hundred bucks tops and then maybe a thousand US dollars a year simple as that. Who calculates what my VAT is owed each month? Is it me and my CPA or is that part of your 870 5,000- Alex: Yeah we do that. We calculate everything. And you can give us limited access to your seller central we’ll go in and download all the reports directly. You don’t have to be a part of that process. Your sole responsibility is to make the payment. Joe: Can I just have you make the payment for me if you have access to funds or you just tell me what to pay and I pay it? Alex: No we don’t do that. We will tell you what to pay and then you have to make the payment yeah. Joe: This is…okay I’m a little [inaudible 00:32:47.2] I haven’t talked to anybody about pricing but to me, this is so incredibly fair and reasonable. Are you guys…is this the standard fees? I mean this is normal cost or you’re really expensive or really cheap? What’s the situation? Alex: I think that’s about average. We pride ourselves over the service that we give kind of in comparison to the actual fees to other providers and things. We don’t get too hung up on what the actual charges are in terms of that. What I would say though, I don’t want to be [inaudible 00:33:16.2] in terms of that 870. Because if your turnover was in the millions you will be breaching distance selling thresholds to all of the European countries. Joe: You’ll be what? Say that again. Alex: Breaching distance selling thresholds, we haven’t spoken about that so- Joe: Distance selling threshold. Alex: We’ll go into that really quickly. So if you’ve got all of your stock in a UK company…country sorry company the UK country, UK warehouse and is going to customers in Germany. So UK from a warehouse going to a customer in Germany, if their sales go over a certain threshold to Germany you then have to register to VAT in Germany even though you’re not fulfilling from that country. Joe: Okay. Alex: Makes sense? Joe: Yeah, all right. This is the part where Joe doesn’t love this level of detail but thank you for that. Alex: It’s just that I don’t want to be misleading in terms of 870 Pounds you know whatever your turnover is because that’s all UK fee. If your turnover is massive you will have an obligation to register in other countries as well. Joe: And if the turnover is massive to probably going to be shipping from those countries to save that fulfillment cost anyway. Alex: Yeah, yeah. Joe: And that’s something that they would do the math on and you guys may help them with. Alex: Yeah. Joe: Okay we’re running out of time. We’re about 30 minutes in which is actually a bit long but this is a fascinating subject, a critical one, and I’m sure some people just they fell asleep because it’s also not their favorite which is a shame. Because the number one thing people can do to make their business more valuable is get the books right. Get the details like this absolutely correct. It’s going to help with the transition of the business as well as well as the value. Alex thank you so much. Any last thoughts that you can share with people listening? Whether they’re buying and selling in terms of what they should do and how they should do it other than just do it and do it right. Alex: I honestly I would just say to speak to someone you know we do free consultations [inaudible 00:35:07.0] if you just give us a call then we can just run through everything with you. There’s you know all though we’ve covered a lot in half an hour it’s a lot of information, there are still some things that haven’t been mentioned so yeah I would just speak so when I mention we’ve got all the information for before you completely just jump start in. Joe: Okay. Well, we’ll make sure that all of your contact information is in the show notes. Alex: All right. Joe: But for those listening that can’t see them there it’s AVASK tax advisors that’s A-V-A-S-K tax advisors and they do free consultations. I think it’s really important as a buyer or seller if you’re planning on selling over in the UK. Alex thanks so much for your time today I really appreciate it. Alex: Okay thanks. Thanks, everyone. Links: Alexandra Lyon Indirect Tax Client Manager Skype: alex.avask Email: alex@avaskgroup.com T: +1.213.330.4904; +1.213.256.0537 https://www.linkedin.com/in/alexandragrant4/ https://www.avaskaccounting.co.uk/   James Shayler International VAT Technical Officer Skype: james.shayler16 Email: james@avasktax.com T: +1.213.330.4904; +1.213.256.053

Your online business is likely your MOST VALUABLE ASSET. And calculating its value is critical to setting goals and knowing your net worth. “But I never plan to sell” is something we hear often…and as entrepreneurs most of us @ QLB have said the same thing. Yet each of us has built, bought and sold our own online business…even the ones we never planned to sell. When I sold my web-based business in 2010 I was a novice. With what I know today if I could go back in time I would have planned my exit and likely sold my business for 2-3x more than I did. Instead…I waited until I was emotionally tired of the business, and sold it when the numbers were half what the once were. Not smart. Don’t be like me…listen to this Podcast and implement our suggestions. You risk everything building and running your business, and you should get maximum value if/when you exit. The first step in getting max value is understanding the valuation process and being able to calculate your Seller’s Discretionary Earning (SDE). Mark and I joke about falling asleep in this podcast due to some of the content…we’re joking…and the material here is incredibly valuable. Episode Highlights: Learn the basic web based business valuation formula. Get to know what parts of a business swing the value range up or down. Net Income, plus Add Backs = Seller’s Discretionary Earnings (SDE). What’s an Add Back? Learn what are acceptable and unacceptable add backs. How add backs boost the value of your business. Using accrual accounting vs. cash for COGS…critical to understand for both buyers and sellers. Learn the typical multiple (value) ranges for an online business. Why a larger business fetches a higher multiple than a smaller ones. Inventory is SOLD SEPARATELY. If you own a physical products business, while listening to this Podcast your inventory levels will change. Including it in the list price artificially inflates the multiple of the business and results in an unstable list price. Transcription: Mark: Hey Joe how are you? Joe: I’m good Mark. How are you doing today? Mark: I’m good. Today we have an unusual guest at least for our podcast. Joe: That’s what my wife calls me unusual. Mark: Well that’s because you are the guest right? And in Quiet Light Podcast fashion, I’m going to have you introduce yourself to all of our listeners who have no idea who you are. Actually, they know you probably better than you may know yourself at this point because they’ve listened to you so much but I want to provide just a quick introduction for yourself. Joe: Wow this is how our guest feels. Now I’m on the spot. I hadn’t thought that you were going to do that to me. But who am I? Self-employed since 1997, I’m kind of an old guy. Can you see that? A gray hair. 52 years old. Built box sold own online businesses, sold my last e-commerce business for a company called Quiet Light Brokerage. Jason here was my broker; you were the first guy I talked to. I loved the process in transactions so much. I reached out to you and six months later I said you know I’d love to be a broker and you said yeah let me talk to Jason. Jason thankfully said yeah talk to this guy. I came on in early 2012. You and I are now partners now. You’re the majority and I’m just a small guy in the process but since then closed what approaching 30 million in total transactions might get 50 by the end of this year depending upon what happens, been around the block a little bit; lots and lots and lots of transactions of all shapes and sizes. Mark: And I think it’s safe to say that you have built a name for yourself in the industry quite a bit. People know you. And I think for the first time in the history of the company we had a client you are working with and your plate was getting a little bit full so you thought about trying to hand him off to me and he said “No, I don’t want to work with the founder of the company. I’d rather work with you, Joe.” And that’s never happened. I’m totally happy about that though not that I don’t want to be working with a client but it just goes to show the reputation that you built in the industry. Joe: Or how your represent…reputation is now destroyed. I’m not sure. Mark: Probably, now the word has gotten out. Well, he’s not actually as good as we thought compared to Joe or Jason or these other guys. Well, we did a podcast episode a while ago with Chuck Mullins and we’re going to be doing more of these words “Meet the Broker”. We also did one with Jason. So those you can find back in the podcast history but we obviously don’t want to just talk about you and your background as fascinating as I’m sure that might be. You’ve got lots of years of wisdom to share with everybody. But we want to actually talk about a specific topic and I…and today we’re going to talk about specifically how to calculate the value of your web based business or any web based business and what is the process that goes on behind the scenes to calculate that value. I know you gave a presentation recently, I think back in January out in California on this and it turned into a lot of questions about the actual valuation process. Like just the formula itself and how do we arrive at a certain number. So for those listening, we are going to talk you through this. But for those that are watching we will have something up on the screen a presentation that you can follow along. If you’re listening in your car and you want to come back later you can find this on our YouTube Quiet Light Academy or on our podcast page at Quiet Light Brokerage. So tell us a little bit about the presentation Joe and how you kind of spent so much time just on the first half of this presentation. Joe: Yeah the presentation is really supposed to be about you know the pillars of growth. There’s generally four of them and I put planning in there as a fifth. It was supposed to be about the pillars of maximum value but in order to get to that, I had to talk about how to calculate your seller’s discretionary earnings in the value of your business and then it got into add backs. I really was going to do about a five minute presentation on that, about a 40 minute presentation on the rest, and then 30 minutes at Q and A. It turned into about 45 minutes of Q and A alone on calculating the value, in particular, the add backs. What was acceptable, what was not, and then the multiples and ranges depending on the net. So today in this first episode I want to touch on how to calculate the value of your business and then we’ll get to the four pillars of value after that. So simply put Mark it’s an easy formula. There should be no confusion about it. If you’re looking at the screen there trailing 12 months seller’s discretionary earnings times the multiple equals the list price of your business, simple; right? 300,000 in discretionary earnings times three you got a list price of a business of 900,000 in the key plus the landed cost of good saleable inventory on hand at the time of closing that. All of that language is really critical. Now I’ve been a guest on podcasts as well as you on other people’s podcasts and we’ve talked about this formula at the beginning of the podcast and then literally 15 minutes in the host will say “So how do you calculate the value of your company again because it’s simple but really-really confusing.” So I want to go through it. So we know this formula it’s up to the screen again for listeners it’s your seller’s discretionary earnings for your trailing 12 months times A multiple equals the list price plus the inventory if you’ve got a physical products business. But the problem here is calculating the seller’s discretionary earnings. We’ll get to how to figure out what your multiple is but the most important thing is how to calculate seller’s discretionary earnings. So it’s up there on the screen now. It’s simple if you use accounting software which is kind of important. Right, Mark? Mark: Very very very much important, yes. Joe: One of the four pillars. It’s net income plus add backs equals your seller’s discretionary earnings. So if you run a profit loss in Quick Books or Xero it’s going to give you a net income number on the bottom. But every entrepreneur, for the most part, sometimes partnerships have better books…cleaner books. But most entrepreneurs, if you take a small salary, if you have a car that you ride after the business, you have your mobile phone as run through the business, all these things are personal in nature and then there’s some one-time expenses as well. Those are considered add backs. So if you run a business and your net income is zero, that doesn’t mean your business is worth zero. You could take a hundred thousand dollar salary and that’s an add back as it’s a personal benefit. Makes sense? Mark: Makes sense. But I’m going to back up just a minute here. Joe: Okay. Mark: Go back to the previous slide. Joe: Yup. Mark: Now where we’re talking about the formula that we’re using to calculate value. In that formula again, just to drill it into people’s heads, it is the trailing 12 months seller’s discretionary earnings which is close to a bit in most cases but not always. So we take that we times it by a multiple and that’s where we come up with the asking price or the estimated value of a business. But let me ask you or to give an objection that we hear a lot from sellers when they see this. Isn’t this too simple, what about all the other aspects of their business? What about the unique relationship that they have with the supplier or the upward mobility or upward scalability of the business and the trajectory of it? Isn’t this just looking at the income only and not paying attention to all those other things? Joe: Yes and no. Right? And that’s the answer is that we come up with a value range it’s not a firm number, it’s a value range and your business may swing in that range depending upon some of those things. If you’ve got a five year old business and you’ve got 30% year over year growth versus an 18-month old business, one is more valuable than the other. If you’ve got a patent on a particular skew that you have that prevents other people from competing with you that brings more value. If you have diversified revenue streams, you know Shopify, or your physical…your website, Amazon…different Amazon countries, Jet, Walmart, Daily Deal sites that’s diversified revenue. Diversify…diversification means less risk. Less risk means higher in that multiple range. So all of those things come into play but as I say often we can’t take an email list of 10,000 and say each email address is worth five dollars and do that math and add that to the value of the business. What it does simply is boost the value range of the business itself. Mark: Right. Joe: I think another way to understand this as well is that although our formula has two main parts the trailing twelve months seller’s discretionary earnings in one part and in multiple being the other part, that doesn’t mean that is…we’re looking at two things. As we’re going to go into both sides of this the multiple and the trailing twelve months are summations of bigger calculations. So when we could get to the SDE, when we’re calculating that seller’s discretionary earnings, we’re going to go over that in this podcast episode, there’s a lot involved in calculating seller’s discretionary earnings just as there’s a lot that goes into understanding what makes its multiples. These things kind of summarize the business and all of those intangibles as well. And I think a lot of people that do know this formula they focus a lot on the multiple. But I love the fact that what we’re going to do here is we’re going to unpack this seller’s discretionary earnings number and see what goes into building that. Because this is actually an area where there is a lot of opportunity for optimization [inaudible 00:12:44.4]. And once you understand this aspect of it and you plan in advance sale of your business you’re never to sell but someday you may wake up and want to move on, you understand the value you’re going to have a much more valuable business down the road. And you know I think we were at a presentation together where someone got up and said adds are the most valuable asset that you own as your business and if you don’t take care of it and you don’t understand it’s value you not really maximizing it; so really important. You know the key point here is Mark the trailing 12 months. It’s not the trailing three, trailing six times two or anything like that; the trailing 12 always takes into account the seasonality of the business and we do every…a year over year comparison when working on that multiple valuation as well. Mark: Yeah and just one last [inaudible 00:13:32.3] on this, this is one formula that is used. It’s used in this industry for online businesses which is why we use it. It is not the only way to estimate the value of a business but what I would tell anybody out there that wants to look at different valuation approaches they all essentially do the same thing. Some do it more complex than others and at the end of the day, these are predictive formulas right? I’m trying to predict what’s base trying to pay. So anyways on with the next line, I took us back a little bit but I did want to get in to that a little bit. So add backs- Joe: Keep doing it I do this every day and it’s simple language to me now but it is not simple, it’s pretty complex. Mark: Right okay so let’s get into the seller’s discretionary earnings if I’m going to Quick Books because everybody I know that’s listening is using Quick Books or Xero or a professional accounting software right? Everybody’s using that I’m sure nobody’s using Excel. Where can I go in Quick Books to calculate or see what my seller’s discretionary earnings are? Joe: You can’t. Mark: That is not in Quick Books? Joe: No. Mark: What is that, what is seller’s discretionary earnings? Joe: It’s your net income what you get out of Quick Books or Xero plus the add backs. That’s what you call seller’s discretionary earnings. So the big question is what’s an add back? And this is why it took 45 minutes in the Q and A session that I did. So when you get to add backs and I’ll go to the next slide here this is a lot of information but really an add back is something that is a personal benefit to the owner of the company or a one-time expense. Now there are always exceptions to the rule and you always want to use math and logic. But an example is owner payroll, if someone takes a payroll of 128,000 dollars to maximize their social security, that’s an owner benefit and if your business is doing net income of 500,000 dollars, you add back 128 to that so now your discretionary earnings should be 628. Simple round numbers if you’re doing 50 in net income and you take salary of 50 you’re discretionary earnings becomes 100,000. And so if your multiple is 3X on the net income it’s only 50, on discretionary earnings it’s 300,000 big difference. Mark: Right. So why are we adding back these expenses? Because basically what you’re doing is you’re going through, you’re taking a look at a company’s income statement or profit and loss statement and that’s something that you can generate in Quick Books or Xero or any professional accounting software. And you’re going through those expenses and you’re looking at some and you’re saying okay we’re going to add…and right now this is acting as a subtracting number to the revenue and that’s how it would get to net income. But you’re saying we’re going to actually add that expense back so effectively take it out. Why are we taking out these expenses? Joe: They’re personal in nature and they’re personal benefit but you need to in your terminology taking it out you have to go with full disclosure to the buyers. They want to see every cent and so you don’t go into the Quick Books accounting, you delete these personal expenses. You leave them there yet you run the report you export it to Excel and then below that net income you create an add back schedule and you go up to…okay this one’s personal mail and entertainment travel or what you did a website redesign you spent 10,000 dollars three months ago. That’s a one-time expense, for the most part, we could add that back. And you had an employee that did outside sales and she tried, she was only around for three months it was a 15,000 dollars expense she produced zero outside sales commissions is that an add back? We could talk about in some cases it is. But there’s a lot of that today goes deep deep deep in the conversations with the owner of the business in order to get to the most important number which is a seller’s discretionary earnings. Mark: All right very good. So when we’re doing these add backs what we’re doing is we’re taking out these expenses because we want to present it to buyers and show them what the business operates from a standard starting point. So we call these discretionary expenses and we call them discretionary expenses because their expenses that the owner is spending at their discretion could be circular about it. So how do you go about or I’m going to hand back over to you, what’s the next step for going through and explaining and understanding these add backs? Joe: Let’s just give some example, some things that people brought up and I just pop something up on the screen you know question. Can I go to the gym every day? You go to the gym pretty often right? You try to get out and you might run it after your business is that a personal benefit you tell me? Mark: Yeah. Joe: Absolutely. So if you spend 50 dollars a month for the gym that’s an add back, it’s 300 dollars a year. That’s a thousand dollars added to the value of your business if your multiple is over three times. Your car, your meals, and your entertainment; a big one that you and I and the entire team talked about recently was as an entrepreneur you may travel to different events. You may go to the Prosper Show that we were out in March. You may go to arket a conference. You may go to Seller Con, whatever the case might be. Can you write those things off as an add back? And we collectively said yes. Because it’s a personal choice of the owner, in most cases you can learn those things online but you’re going for the camaraderie and it’s helping with your business in some ways but it’s not a required expense that carries forward to the new owner. And that’s the most important thing; it’s not an expense that carries forward to a new owner. Mark: Let’s talk about that trade show example because I think that’s a really good example where we can get in and show how understanding what gets added back and what doesn’t get added back and be somewhat nuance. So let’s take two different scenarios and start with…well we’ll start with Rhodium we talked about them a bit and we like the guys in Rhodium quite a bit, it’s a good community. I would go to that event just for the camaraderie and the networking alone without necessarily have any business…there’s always a business interest with what we do but my main reason would be to go there for the camaraderie. Looking at Quiet Light Brokerage would that be considered an add back yes or no? Probably because we’re not necessarily selling our services at that point but if we display a pub con, if we get a booth display there, we’re making out to contacts would you consider that an add back? Joe: Well let me tell you, let me correct you if you will on Rhodium. When we go to Rhodium and we are sponsoring the event, so it’s an expense to us, we stay in hotels, we have meals, we have entertainment, and we produce revenue from it because we build relationships with those people who then come to us to list the business for sale; and that produces revenue. So when you’ve got an expense that produces revenue it’s not an add back; simple as that. But an example of someone going to Rhodium…a real example, someone went to Rhodium recently and her husband decided to go as well, didn’t go to the events but was there and then they stayed an extra week and called that their honeymoon. Went on a helicopter ride that…all sorts of different things and it was a complete business expense and write off. Absolutely a write off, she can’t tie a revenue to that expense. So it’s an add back. There’s always math and logic with these, sometimes the buyers are not going to see it the same exact way that the seller or the broker will see it but we don’t push them. It’s got to be crystal clear because and full disclosure because once you’re under [inaudible 00:21:01.9] we don’t want any surprises. An example that is not an add back that someone brought up they said well I’m using an ad agency to do all my Facebook advertising and I pay them 15% and I spend [inaudible 00:21:14.4] a thousand dollars a month. That’s 150 dollars a month expense. I’d like to add that back because my logic is if the new owner has those…that experience that doesn’t need that ad agency then they’re not going to have the expense so it doesn’t carry forward right? Well, no it’s an expense that that ad agency spends money, it produces revenue, you can’t…it’s a big leap of math and logic. We don’t know if that particular buyer has that experience or not. If they do, good for them it’s a savings on their part but we can’t add it back assuming everybody has that experience. Makes sense? Mark: Yeah absolutely. I think there’s a common sense factor here and that is what we want to do is we want to look at the expenses that have been used for the normal operations of the business, so expenses that’s been used for normal operations they stay. The elements that are outside of normal operations of the business those are the ones that are typically going to be added back, so personal benefits, those one-time expenses that’ll be outside of normal operations because it’s…it is part of normal operations but it’s such a rare occurrence. We want to show buyers what’s their expected ROI from this business if they were to acquire it. And so you can’t…you have to have a common starting around and that’s where you end up getting into the add backs and taking out those discretionary expenses. Joe: Yeah. Let’s talk about one more sort of not black and white example just to talk about what you said which is common sense. So I listed a business last fall and the owner of the business really literally worked five hours a week. He had a full time person doing inventory planning things of that nature customer service…doing inventory planning and design and then he had someone that he had do customer service. That someone that he had do customer service was his brother and he paid him 30 dollars an hour for customer service work. The customer service work involved canned responses and canned responses and email canned responses in a pop up chat. He was grossly overpaid doing that kind of work, 30 dollars an hour. My advice at the time and you laughed at me and called me a Scrooge at one point [inaudible 00:23:24.5] was fire your brother. Okay, you’re paying him way too much. I think the total amount that he might have been paying him was roughly 30,000 dollars a year. When in reality he was paying him too much money was paying him for hours that he didn’t really work. So he should have fired his brother, hired somebody with half the cost, it made up the difference of 15,000. Let six months pass and he would have…his business when it was listed at 3 ½, so it would have 3 ½ times 15,000 dollars which would have been added to list price. He wasn’t willing to be a Scrooge because that was just before the holidays. He didn’t fire his brother. So we went with math and logic and we presented an adjustment in the add backs accounting for his brother going away. Mark: Okay. Joe: It wasn’t ideal, it was a little gray but the math and the logic made sense and it worked. We had multiple offers under LOI closed with no issues with that add back mostly because it was right there in black and white and detail that talked about prior to the LOI. Mark: Right. So it does work the other way as well too. I’ve actually had the opposite scenario where somebody had a bunch of friends and family helping out in their business and they were grossly underpaid because they were doing favors. And he was like the Uncle Vido or someone like that was doing the books for almost no money whatsoever. And in that case would go the other direction and we would actually inject a cost into that P and L that will basically say hey they’re here in a sweet heart rate that’s not going to continue we need to see what this role is important but necessary and here’s a pretty reasonable market rate for math and logic once again. Joe: Yeah, it’s math and logic in there as well. Okay, I have a look at our time here Mark and where we are but a really really important thing for physical product owners is in the valuation of the business is the thing that put me to sleep in college. Literally, I fell asleep in the classroom and the new students came in and I was asleep in a classroom. It’s accounting. Okay if you’re driving pop a couple of no doze for this part but it is so vastly critical and this is critical for buyers and sellers. For buyers listen to this closely because if you find a broker that lists something that is growing like crazy, physical products business and they don’t do accrual accounting or flipped it to accrual, you’re getting that business at a discount because it should be accrual. When it’s accrual the business is…it’s the right way to do it first of all but the discretionary earnings is higher and the business is more valuable. Mark: Hold on accrual? What are you talking about here…we’re just doing something excel at this point. So what is accrual and why is it so important? Joe: You’re selling a widget, so let’s say you’re selling a widget for 10 dollars and your landed cost of goods sold on that widget is two dollars, 20% landed at your 3PL at your Amazon FDA. That’s a cost of goods sold of 20% that…that’s accrual so that when you sell that widget in the month of June that cost for that widget is applied to that month of June, so it’s 20%. So your cost of goods sold…landed cost of goods sold shouldn’t be roughly the same every month, month in and month out when it’s accrual. If it’s cash you’re going to see that 20% go to 60%, 102% down to zero back up again to be all over and what it’s going to look like on the bottom line discretionary earnings is that your earnings are all over the place; up and down, up and down and it’s uncomfortable for buyers. The way that they look at these things and the way that we train them to look at these things is discretionary earnings and then have some working capital for inventory. When you purchase inventory moving up to 4th quarter, if you are cash basis and you’re wrapping up inventory and normally you’ve got 50,000 dollars’ worth of inventory but all of a sudden your stroking checks and you’ve got cash out of the 150,000 dollars that depresses your net income and your discretionary earnings and the value of your business if it’s presented on a cash basis accounting. Does that make a little bit of more sense and not put you to sleep? Mark: Yeah, that does make more sense and what I would…the way I’ve explained it to some people as well is that when you move to accrual basis accounting it’s kind of like going from a two dimensional picture to a three dimensional picture because it looks at your business and where its value is in all places. So instead of just taking cash out when as you said your 4th quarter you’re stroking checks because you’ve got to stock up that inventory you’re expecting a busy Christmas season so you’re writing all sorts of checks out. Instead of saying okay I’ve just lost that much value of business, no you haven’t lost much value you’re just taking cash and converted it over to inventory. So accrual says hey you still have value in your business because you have all those inventory, you just exchanged cash for inventory. And then when you sell that product now you recognize the expense of that individual item. Joe: That’s the key when you sell that product that’s when you recognize the expense. And a good bookkeeper can set it up for you. And trust me if you spend a little bit of money a couple hundred, 300, 400 dollars a month on a good book keeper you will make that back multiple times over in the sale of your business because buyers will have more confidence. Brokers will be able to do a better valuation with less complexities and you won’t pull your hair out during the valuation process. And I’ve seen people do that it’s really-really hard to go back and do it. We do it more often than not we do it right Mark? We have to go back and flip it from cash to accrual then and I want to show you how to do that. So right now up on the screen, I’ve got a sample profit and loss station, a sample statement. Net income you can see there we’re going to call it 425,000 dollars. Again, we’ve got an add back schedule below it for those listening here is some of the add backs; we’ve got interest expense that they had a loan, legal and professional fees for a patent for example or a trademark those are one-time expenses, meals, and entertainment, office expenses you work from home but you’ve got your kids’ school supplies that you [inaudible 00:29:33.0] your business, your own payroll and I’ve got vehicle expenses here. So we take that 425,000 in net income plus the add backs on 120 and we’re not at 545,000 in change in terms of discretionary earnings. So again you just say a three time multiple we added 360,000 in value to this business just for the add backs. But when you look at this gray line in the cost of goods sold the cost of goods sold as a percentage of total income goes as high as 97% and as low as 5%. It’s all over the place. In the next screen, I’m going to flip it down so we know that that’s cash because it’s all over the place so here we flipped it from cash to accrual. Mark: So this is the same company? Joe: The same company this is the same exact P and L but within the Excel spreadsheet there was exported from Quick Books or Xero or in some cases produced, we’ve flipped the cash to accrual on the total cost of goods sold line only. We don’t change those numbers in the cost of goods sold expenses the only thing that’s changed is that total cost of goods sold line. You see sometimes those total doesn’t add up to the individual things it’s because we flipped it to accrual and we work with a formula on that. So there’s more than one way to do almost anything but we work with the seller on calculating new accrual and we’ll go into that in a minute but the key difference is when you look at this we went from cash to we were at 425,000 in net income right? Now we’ve flipped to accrual you look at that net income line that’s jumped from 425 to 485,000 so we’ve added 60,000 dollars in discretionary earnings just by flipping it to accrual. Let me repeat that for those that are almost asleep because we’re talking about accounting. By not producing any more revenue, by not hustling any harder, by not renegotiating cost of goods, by not doing anything other than good accounting we’ve increased the net income from 425 to 485. By you know proper accounting. Mark: [inaudible 00:31:45.6] the question is this dishonest in any way? Joe: No. It’s the absolute right way to do it. It’s standard acceptable accounting principles. The other way is the ready fire aim approach that unfortunately most of us take, me included because I didn’t know any about Quick Books or accounting, I fell asleep in class, I never had a bookkeeper. This is actually the right way to do it. Mark: All right so that [inaudible 00:32:09.8] both cash and accrual are acceptable ways of filing your taxes and doing books. That gap does recognize both, however, accrual for a product space business is going to be more accurate and more thorough and so what you’re saying is that the cash basis actually undervalues the business when you record your books in cash basis. Joe: If the business is growing rapidly absolutely because they’re taking almost every expendable dollar that they have and putting it back in inventory. So an example is you know you and I talk about this valuation a lot, I had a client that went to every other brokerage firm. They really needed to sell their business because they had a house under contract contingent upon sale of their business. It was for an income they lived in New Zealand they had an Amazon US Business. They had to sell the business [inaudible 00:32:58.7] tough situation to be and a foolish situation to be in. They went to…got different valuations and every broker is trying to push that multiple high to help them achieve their goals. Too high for that 18-month old business, [inaudible 00:33:13.4] we did the proper accounting flipped, we did it in accrual. I was able to push that multiples down and other brokers like 3 ½ it was never going to happen. We were able to push it down to about 2.7 yet the value of their business was a couple hundred thousand dollars higher. So we had a higher value and a lower multiple more attractive to the seller more attractive to buyer. We had a buyer that was really good at accounting, really good entrepreneur, fully understood it, bought it, went through to do diligence, really happy. Both buyer and seller happy. So there’s just huge value. Mark: This is actually really good I guess pro tip for people buying as well. If you come across an opportunity that’s now with Quiet Light because we are going to almost always be pushing our clients simply in order to accrual in pretty much every circumstance for an e-commerce business. But if you come across an opportunity as a buyer and you see cash based books for an e-commerce business, take a look at the trend of the business. If that business is growing as you point out Joe the net…then the cash basis accounting is going to undervalue the business. On the other hand, though if that business is shrinking and they are not adding new inventory, they are going to have inflated or apparently inflated margins because they’ve stopped by an inventory, they’ve stopped recording expenses and you could actually end up over paying for a business if it’s on the decline. So that cash basis accounting just for a product based business it’s unreliable because of the fact that it doesn’t take into account when the expense of the item when it’s sold and so you really have to pay attention to the other aspects of the business such as this trend. Joe: Absolutely and you know cash basis accounting is okay for SaaS business and things that don’t have accounts receivable…things of that nature. But for a physical products business accrual is the way to go. Buyers will be aware if it’s cash especially as Mark said if it’s declining buyers get excited. And it’s growing unlike crazy as cash basis you buy it hold it for a year or two and then you do accrual based accounting and your value is instantly higher. So in this example again to move things along we’ve added 60,000 in discretionary earnings if by example we were at a three time multiple that’s 120,000 dollars…I’m sorry 180,000 dollars added to the value of the business by not selling a single widget more. Really [inaudible 00:35:34.3] so how do you calculate accrual? It’s really complicated, to be honest with you and you’ve got to have a good history and records to do it. Again, start with a good goalkeeper but the formula is simple beginning inventory plus purchases minus ending inventory that equals your cost of goods sold. And this should all be landed and this is ideally on a monthly basis. Now you can do it, right? If you haven’t done it yet you can’t do it. So what you got to do is go back in history and figure out what your cost of goods sold are with different formulations and calculations and it’s different for each client that I work with. Absolutely doable I get two listings in the last two months where we had to do that and couldn’t do this. I’ll be honest with you most of the times we can’t get to this. It’s ideal if we can but more often than not we have to go with another method which is take all of those purchases take all of the shipping cost average out the shipping cost times the number of units that your shipping…it’s complicated and I can’t tell you exactly how it is because every situation is different. But that’s the formula. The end result again when you put to accrual is a higher value. Again going back quick review before we put too many people to sleep with this your most valuable asset is more than likely your business. You should know what the value is within a certain range 10% I hope and then the question is okay I know how to calculate seller’s discretionary earnings, the final thing is what kind of multiple range do I put on it? And what I’ve got here up on the screen is for physical products businesses and I’ll talk about content businesses and SaaS businesses and so on so forth as well. So a larger business is more valuable and in what ways Mark? Mark: Large businesses are more valuable. And at today’s podcast episode that actually launched today was on that very topic is buying big better than buying small, I’ll go back and [inaudible 00:37:27.9] that one fun episode. Larger businesses are more valuable because they are more stable. You have more resources available to hire out work or to reinvest in the business. So generally speaking businesses that have higher earnings and higher revenues end up getting a multiple boost just because they are more stable and have more room for or investing in and changing the format of the business. Joe: Right and the other thing is odds are we’ve been around a little bit longer too or they have multiple streams of revenue balanced less…essentially they are less risky therefore they’re worth more. So in the examples, I’ve got up on the screen and we’ll talk about [inaudible 00:38:10.6] for listeners. If you have seller’s discretionary earnings on a physical products business of less than 700,000 you’re going to be in the 2 and I’m going to do a broad range 2 ½ to 3 ½ multiple range. So if your business is 100,000 dollars in discretionary earnings, the value big range 250 to 350 plus the landed cost of good saleable inventory on hand at the time of closing. Again as Mark said at the beginning we take all of those other factors, how many streams of revenue do you have. do you have any patents, how do you launch new products, do you have a big social media following that proves that your margins are done without discounts or advertising. All of those things come into play and could push a multiple higher or push it lower even below this 2 ½ times in the even when we do that client interview we do the valuation process, let’s say that you have a patent infringement issue and it’s still something that’s scary and hanging out there. That might push the value down a little bit. Or if you’re trends are going down that’s definitely going to push the value down a little bit. So again, less than 700 in discretionary earnings 2 ½ to 3 times plus the landed cost of good saleable inventory on hand at the time of closing. When you get that bigger more valuable business with discretionary earnings that are north of 700 and again these are great numbers by the way again nothing here is in black and white but the value is going to be higher. Because it’s more established, less risk that somebody is going to pay more because their money safer. That value range is going to jump instead of 2 ½ to 3 ½ you’re going to go from 3 ½ to 4 ½ sometimes possibly higher. Mark: And if anyone is listening to this a few years down the road and have dug back in the Quiet Light Podcast archives and are now listening up. Multiples do change over the years as well. So this is where the market is at today and always check with us to see where multiples are if you’re listening to this at a different time. Joe: Got it. SAS businesses. SAS businesses is in the last 12 months good ones that are trending well that have a reasonable [inaudible 00:40:14.7] and have a good handle on the metrics, I’m going to talk about that in the next episode, you’re in the four to five time range. Content sites again and much of the same dollar ranges here. Content sites probably 2 ½ to 3 ½ times unless you’re much larger. I’ve got one with multiple offers that’s between four and five times because of the size of it and because of the growth. It’s discretionary earnings are well north of a million dollars. Affiliate sites, same thing. The real separator here is I think the SaaS business because it’s generally B2B recruiting revenue and the value is a generally higher at least felt…buyers feel as though they’re worth more. Buyers are usually right no matter what Mark and I and the seller thinks. Buyers [inaudible 00:41:03.1]. Mark: And we’re going to be doing another episode of talking about multiples and how do you determine the multiple of your business because that’s a pretty complex valuation as well. Where there’s literally dozens of factors I know I wrote a guide…I think it’s on the website right now called The Ultimate Guide to Website Value. I wrote it three years ago. I think maybe four people have read the whole thing because it’s long. It was around 30,000 words of all the different things that can really impact the value of a website. I should probably go back and update that because I’m sure there’s some things in there that needed to be updated now, a few years later. But there are a lot of things that can influence that multiple up or down. Joe: Let’s leave the listeners with this Mark and it’s something that we talked about a little bit. If you look at your own values and your own assets, anybody that’s listening and you own a business, think about the different things that you own: your bank account, your retirement portfolio, your house, your car. Do you know what the values of those are plus or minus 10%? You probably do but do you know the value of your business plus or minus 10%? You probably don’t. Hopefully, this podcast will help a great deal. But even with all the information we’ve shared you really can’t figure it out until you do a proper add back schedule and do all those details. I’ve had calls, we’ve had lengthy calls with buyers, we’ve gone through it all and if I…yeah on my values about 850 and then we get to P and L it turns out their value is at 1.2, really important to get the details down. Get a handle on it even if you don’t plan to sell the business either ever or six or 12 or 18 months down the road. Mark: Very good well if you made it to the end of the episode here congratulations and we really appreciate you while listening in. I’d be interested in hearing feedback what do you think about episodes like this where it’s Joe and I or maybe we’d bring Jason on or Chuck on again and we delve deep into some of the things that we do on a day to day basis. Are these helpful for you? Do you like them? Did I put you to sleep? Do they…are they things that you would want us to do more of? Let me know send me an email mark@quietlightbrokerage.com if you absolutely hate it then email Joe at joe@quietlightbrokerage.com. So anything left to…anything more to say here? Joe: No, that’s it. It’s a lot of information it’s a bit overwhelming and just digest it. We’ll have a link to this presentation in the show notes so people can download it. You’ll get a little summary video of it as well that we can share [inaudible 00:43:32.2] can go through their own process. And then one more thing I guess yes I do have something. I have a client recently that I’ve been talking to for 18 months and you know I said: “What’s the one takeaway after all we’ve gone through?” And she said “More than anything else if I could convey and share something with people that are trying to understand the value of the business and might sell it is don’t be afraid to talk to a broker, get a valuation, figure out those things that you need to fix so that 12, 18 months down the road, the business is more valuable and you’re prepared.” That’s the key thing. Mark: Absolutely we do have resources on the site, articles that break down how to do a seller’s discretionary earnings calculation. We’ll link to those in the podcast show notes. So if you want to get deeper and couldn’t follow along everything in this episode there are some articles that you can refer to which will be easy to follow as well. so thanks for listening and we will be talking again in a week. Links: PDF Version – How to Calculate the Value of Your Business

In the last six years I (Joe) have only had two people tell me that Vendor Central is a great opportunity for Amazon sellers to grow their business. The first was at IRCE in Chicago in 2015 when an ex-Amazon Vendor Central executive told me his view of Vendor Central. The next time – was on this podcast. Both opinions were very favorable! And you know…I believe them both. If I owned an Amazon FBA business or was purchasing one, I would look very closely at Vendor Central and at least test it out with a SKU or two. That’s right – you do not have to make the leap of faith with Vendor Central. At least not any more. According to our guest expert, Fahim Naim, Vendor Central is a viable option that most Seller Central sellers should consider. He openly states it is not for everyone, yet he took his first client from $4,000,000 in Q4 revenues to $16,000,000 by expanding the customer reach using the Vendor Central tools. Do I need to say more? Yes (apparently)…you do not need to be selling 4m per quarter to make Vendor Central work for you. Listen to Fahim’s expert advice and make your own decision, it could be the best investment of time you have ever made. Episode Highlights: Hear firsthand how Fahim’s Clients have done when engaging with Vendor Central. You don’t have to make a “leap of faith” and leave Seller Central. If you haven’t gotten an invite to Vendor Central – find your representative and contact them. Learn how to get more attention from a hugely overwhelmed Amazon representative. Vendor Central is not right for every product or seller. Some categories are more competitive and require higher volumes to be accepted to Vendor Central. Vendor Central is not just for brands…distributors can use it as well. “Seller Central” on steroids…that is what Vendor Central is. Links: www.eshopportunity.com LinkedIn: https://www.linkedin.com/in/fahimnaim/ 10 Tips When Considering Vendor Central Transcription: Mark: Joe how are you? Joe: I’m doing great Mark. How are you, sir? Mark: Good, good I heard you explored the depths of the mysterious Vendor Central recently? Joe: Yeah. Listen, the good, the bad, the great Amazon sellers that we know…that we’ve talked to over the last decade for the vast majority they all say no way don’t lose control to Vendor Central, don’t do it, don’t do it. When you when I went to IRCE in Chicago in 2015 I talked to somebody that was an ex-Amazon Vendor Central manager, he’s the first person that ever told me that it was great and that he could double somebodies business using vendor Central and I believed him. We never reconnected afterwards; this guest today is the second one. His name is Fahim Naim, he’s from…originally he was an Amazon Category Manager and he left and went and started his own company called ‎eShopportunity. And he gave me one example and this is a huge one so don’t get scared away if you’re doing $50,000 a month in revenue listeners. His first client he took and quadrupled the revenue in Q4 alone by using Vendor Central Tools. So he took it from 4 million dollars a quarter to 16 million by using Vendor Central. Mark: Oh wow, a huge growth. Joe: So that alone is reason enough to listen. And as firsthand information from somebody that’s actually done it, and seen it, and uses it services and he’s quite honest and open about it. It’s not for everyone and it’s not take a leap of faith and you no longer run Seller Central anymore. It used to be that way and I think that’s why people feared it. He’s got some great ideas on how to take just one skew and test it out and slowly move over and things of that nature. I’ll make a whole lot of sense if I were a seller, if I were a buyer, I would very very closely at Seller Central. Mark: Fantastic. Well, I can’t wait to get into this before we get into the episode though I’m going to make a public plea to the listeners out there. I want to know what conferences you guys go to because we like to go to conferences. We’d like to meet you so send me an e-mail at mark@quietlightbrokerage.com with your favorite conferences to go to throughout the year and I know that’s completely unrelated to what we were just talking about but you mentioned the IRCE and it just sort of triggered that. All right with that, I’m actually anxious to hear this because like you I’ve heard the same sort of feedback from most Amazon Sellers. They’re saying no way, I don’t want to do it but it’s really hard to ignore quadrupling revenues by jumping over there so let’s get into the episode and hear what he has to say. Joe: Hey folks it’s Joe with Quiet Light Brokerage and today I’ve got Fahim Naim with me on the call today. How are you Fahim? Fahim: Wonderful how about yourself? Joe: I’m doing good man. Welcome to Quiet Light Podcast. Listen, you’ve got a ton of experience from being at Amazon as a Category Manager and now running eShopportunity I was going to try to do the intro and talk about you a little bit but I just want to make sure it’s done right. So if you could brag about yourself a little bit, tell everybody that’s listening about your experience in e-commerce world, then Amazon, and now at eShopportunity that. Fahim: Wonderful. I was previously a Category Manager at Amazon, managed one of largest category at Amazon retail, managed a team of vendor managers, and one of the categories in Consumer Electronics, super sexy stuff like computer components and portfolios and things that are going to computers; very exhilarating as you can tell. Joe: That’s exciting, yes. Fahim: All jokes aside it was tons of fun, it was over a half billion dollar business, they booked to double the size of my category while I was at Amazon even though the market was flat. Had a fantastic time but ultimately made the decision to leave and start my own venture. I started eShopportunity about a few years back, we wanted to help companies grow and be on the other side of the table of some of those conversations that happened at Amazon. Started off with one initial brand, hard time, we grew his Q4 business from four million dollars to 17 million dollars that year eventhough he’s been set in declining he was excited, introduced me to a couple of other brands, I started tailing the team and I guess fast forward about three years we’ve worked with over a hundred brands to date. Some fortune 500 brands, some brands we’ve seen a shark tank, a bunch of startups and companies in between. Either brands that had been on Amazon for a while but really wanted to take it to the next level. Brands that have had successful businesses off of Amazon and finally wanted to launch on Amazon or a [inaudible 0:05:06.5] of the type. Joe: That’s an impressive resume. You took somebody from four million to 17 million and he was only excited? I would think it’d be ecstatic. Fahim: He was probably more excited when we went on the phone. I think he did a good job keeping his poker face that I’d imagine based out of his expectations when we started he threw a pie in the sky number saying if you help me go to twenty million this quarter that would be beyond real and I was pretty angry that we fell just short of it. So my take is probably a little bit different than his. I was hoping that we could get to 20 and again his Q4 business the previous year was maybe…it was about flat to where he was that year so it was a…he had some phenomenal growth and the good news is that after I checked in whenever the project concluded the business had continued to grow. So I think a lot of Amazon is how do you start the right foundation, how do you get the things clicking, and then organically if you’re doing the right things and you [inaudible 0:06:07.9] screwing up which is probably easier said than done you see that your business continues to scale which is obviously great for the business owner’s standpoint. Joe: Right. Now you mentioned you manage a team of vendors and Mark and I talked in the intro about Vendor Central, you and I are here to talk today mostly about Vendor Central and your expertise in that area and why some people should start paying attention to it. As I told you I don’t think I’ve talked to a single Amazon seller that has a seller account whether they’re doing fifty thousand a month or a million or two or three or four million dollars a month in revenue, they all say there’s no way I’m giving up control to Vendor Central, absolutely not and there’s a huge paranoia about it. The only time I’ve ever heard that is a good thing is from you and from someone else that I met at IRCE in 2015. Tell us if you will with the basics what’s the difference between Seller Central and Vendor Central and then let’s get in to the details of Vendor Central and who’s a good candidate for it and how you can help somebody grow their business by using it or how anybody that chooses to use it can use the cheat sheet that you and I have talked about that we’re going to share in the notes and to go ahead and do it themselves if they want to go that route, the difference between the two as well. Fahim: Well first off, Vendor Central is often treated as a red-headed stepchild, people not very optimistic based off of what they’ve heard in the seller communities especially. I’m in the forums, at speaker conferences, I do a fair amount of publishing and I’ve similarly heard a couple of things. One is I think that’s a misinformation that hopefully we will dispel at least a certain degree in just doing this podcast and some of it is probably warranted. I think the decision between Seller Central and Vendor Central depends so much on the specific details of that brand that anybody who says hands down this platform is better than that platform is probably doing you a disservice in that Seller Central certainly has some benefits, Vendor Central has some benefits. Back to the matter as most of the largest brands or the businesses that are doing the most amount of volume on Amazon all have Vendor Central. It seems to be working for people that are growing very quickly and have larger business. Yes there’s probably some bias on it that a lot of those are large companies anyways and are Fortune 500 brands that sell across the board but I can’t tell you the number of times we’ve taken a brand and got their business from a let’s say a couple of hundred thousand, two or three hundred thousand dollars on Seller Central per month and got that business grow up three or four X when they made the transition to Vendor Central when all things align. Things don’t always align and again we delve with the details and we’d get to that but there is certainly an opportunity. If you want to scale your business and become a five, 10, 15, 20 million dollar brand on Amazon and more, Vendor Central offers you a set of tools that are much tougher to get to than Seller Central or possibly not even available to Seller Central. So to answer your question more specifically, Seller Central you do have more control, direct control of the pricing and inventory. Seller Central they’re starting to open up some of the things that used to be available just to vendors, things like A+ Content like me deals, catch deals. headline search, so certainly this becomes this a little more parity to come into the seller part [inaudible 0:09:29.8] but when you sell your products directly to Amazon Wholesale, a couple of things, one is it’s not you sell it to Amazon and then take care of the rest of it. It’s very similar to Seller Central in that you get a tool kit that you can use to grow your business but it’s not Amazon’s going to optimize your pages, Amazon’s gonna run all these ads for you, Amazon’s gonna give you higher search results and check out what the right pricing is for you and run promotions by themselves etcetera. Vendor Central is very similar to Seller Central in that it’s how much you put in to it and you have access to tools in Vendor Central in many cases that you may not have access to on Seller Central. For example, let’s talk about deals, lightning deals on Seller Central are recommended only and even that just we can’t go build on the last year to; at the Vendor, you can submit a proposal. It doesn’t mean it will always get approved but you can submit and be a lot more proactive on lightning deal on Vendor Central. There is something called Best Deals which most people on Seller Central don’t have access to unless you have an account manager that’s idea that you show up on Today’s Deals Page which is the most popular page on Amazon after the homepage. And you can run a deal for up to two to even four weeks but they with less aggressive discount at the Lightning Deal. In many cases, Best Deals has been phenomenal for [inaudible 0:10:47.8] that’s another option. Coupons just became available to Seller Central until a couple of months ago that had been a popular program that many vendors have utilized for a long time. Subscribe and Save Again started on Vendor Central before it became available on Seller Central. Programs like Amazon Prime Now, Amazon Fresh, Prime Pantry are primarily not exclusively focused on Vendor facing brands so that’s another example. If you want to be on the homepage of the furniture page on Amazon to be…go to navigations click on Amazon Furniture Amazon Computers Components and Peripherals and there’s a lot of people that search for products that way, most of those placements are available for vendors only. If you want to be on Gift Guide and Amazon has done a great job over the last couple of years holding some excitement over this idea of having a holiday gift guide we can browse through products. Because Amazon obviously has been a great place to shop if you know what you want, it hasn’t been ideal if you want to browse for things and Amazon has [inaudible 0:11:46.8] most if not all the brands in many of the gift guides or vendor. So again there is a unique set of tools that vendors have of or have access to. That set is certainly not all rosy; things get a lot more complicated. You have a little bit less direct control on inventory, you get a weekly purchase sorted that Amazon cuts every week and that’s the amount that you can send tens and more. You could send less although that’s probably not a good idea unless you don’t have inventory- [crosstalk] Joe: So you…holding on right there in terms of that inventory because as I know as people are listening to us they’ve probably written down twenty questions there hoping I asked. Let’s just talk about that inventory for a minute. So many Amazon Seller Central folks send money to inventory directly from their manufacturer to Amazon, in this case do Vendor Central folks have to have a 3PL where they store the inventory in between and ship on a regular basis? Fahim: That’s what most people do. There are some variants where you can get around that. Amazon and on the Vendor Central site has a direct import program where you can import all of your inventory likely from Asia directly to Amazon. Not the easiest thing to work with setup to be transcribed but certainly exists and I know some brands that have done well with that. I think the vast majority of brands on Vendor Central either have their own 3PL or use a separate 3PL to fulfill those orders. And in some cases, you could do a little bit of both. You can have some inventory and multiple warehouses and you get PO’s from different warehouses and you have to send it to different places. So there is some level of flexibility although it tends to get a lot more complicated on how this passes works in Seller Central. Seller Central, I want to send 500 units I go on create a shipment, it will tell me what [inaudible 0:13:33.3] I want to use, I even have the option in inventory placement service dependent to just [inaudible 0:13:37.8] and I’m done. And then Amazon manages all the interactive shipments, Vendor Central doesn’t- Joe: [inaudible 0:13:43.2] for [inaudible 0:13:44.0] center right? Fahim: Correct. On the Vendor Central- Joe: [inaudible 0:13:47.2] Fahim: Yes, no that’s good. Stop me because I live in acronym words so if you will- Joe: Okay. Fahim: It’s good to get clarity. On Vendor Central when you get a weekly Purchase Order or PO they can have you send it to eight or nine [inaudible 0:14:03.0] but sometimes less, sometimes more. So the process again works all over differently, for some brand that’s not a big deal and for some brands that’s probably a little bit more complex and they want to be…especially early on in the lifecycle of the business. Joe: Okay, so you just used the word brands this is in assumption maybe everybody already knows this or is thinking this that Vendor Central is really for brands, not resellers simple? Fahim: Yes or no, I think primarily most of the brand…most of the companies that are on their own brands. There are a good number of distributors that also have Vendor Central accounts. Some of the largest, most of the large distributors or many of the large distributors have Vendor Central accounts and they supply directly at Amazon. And even if you are a brand meaning manufacturer and you sell to Amazon, if Amazon consorts your product cheaper to a distributor they’ll buy from the distributor in many cases. And that sometimes business pisses off brands but yes you…it could be either in the context of a lot of things I’m talking about I’m probably talking more down the brand manufacturer route but you, to answer your question you could be a distributor and have a Vendor Central account and you could be the company that’s been selling Purchase Orders from a variety of different brands or distributor. I know some distributors that are doing 10, 20, 30 different vendors, different selling inventories for 10, 20, 30 different vendors- Joe: Okay. Fahim: That are not exactly their brand. Joe: Well the fear that I think a lot of the brand owners have that I speak with is that they lose control and going back to that you mentioned it they don’t lose control. They still have control, they can…can they write their copy? Can they work on their keywords? Can they send organic traffic to it? Can they…and then do all of those discounts and promotions you talked about as well is it essentially Seller Central on steroids where they’ve just got access to more things? Fahim: I like that. I like the Seller Central on steroids, I’m [inaudible 0:15:58.2]. Yes, it’s…I would argue, you probably have more control on Vendor Central than Seller Central. [inaudible 0:16:04.0] common that very often even if you’re a brand registered on Seller Central, I hear it all the time brands say somebody changed my copy, somebody changed my picture, somebody changed my variation, even if you are the brand owner and you’re on Seller Central there’s a brand hierarchy in terms of who owns [inaudible 0:16:20.9] page edits and at the top of the list is vendors. So anybody who has an Amazon Vendor Central account has ultimate [inaudible 0:16:28.4] goes on. Even if you are the brand owner and you have a Seller Central account and you have brand registry but the distributor is selling that to Amazon and they have a vendor account, they actually have ownership over that page copy. In most cases over the brand that’s on Seller Central. So I’d say you can change titles, you can change bullets, you can update images, it actually works much easier on Vendor Central than Seller Central. At Seller Central sometimes doing things like variations could be fairly complex with Vendor Central it could be as easy as a ticket and somebody would do it for you. Images similarly the turnaround time of Vendor Central is pretty good but ultimately up to you have at least as much control probably more control over your page copy, and content, and landing on Vendor Central than Seller Central. Joe: And then all of the other things that Seller Central folks do whether it’s striving outside traffic, keyword optimization, discounts, reviews, YouTube social media reviewers that are talking about and driving traffic to that Amazon page they can do the same thing it’s just an Amazon vendor page correct? Fahim: Correct. You can do all that and to the average customer, they can’t tell the difference of a vendor and reseller. Joe: Okay. Fahim: Most people don’t even realize it so yes it works the same way. You can send X number of traffic, you can run discounts, you can run promotions, all of the same- Joe: Okay. Fahim: As both cases the same way at Seller Central. Joe: Is…I mean we’ve got people that you know if they’re doing a million dollars a month and running a lifestyle business meaning they’ve got some VA’s and they work from home part time they don’t want to really risk very much. There’s no sense in going I’m going to just lose that million a month and I’m going to jump into Vendor Central. Tell us about if they’re doing Seller Central what the leap is from Seller Central to Vendor Central? So they have to shut down the Seller account and then open Vendor or can they have both running simultaneously, is it a one way street? Talk to us from that perspective as if you were that guy running a lifestyle business making a million dollars in revenue on a monthly basis. Fahim: A couple of things, if I were running a lifestyle business and I was happy at my current run rate and didn’t want to…if I was more risk averse I’d potentially keep it as is. If I wanted to grow that business and take it to next level I think Vendor Central becomes a lot more interesting. Joe: What’s the risk part in terms of Vendor versus Seller? You said risk- Fahim: Well you know- Joe: More riskier? Fahim: Yeah if you’re risk averse you already know what to expect, you know how to manage everything as the current process that takes on Seller Central. When you transition to Vendor things change. Typically for the better if everything aligns. But the way pricing works changes, the way pricing should work certainly changes, the way inventory fulfillment work changes etcetera, etcetera. At the end of the day once you get on boarded and in most cases not all cases but in most cases you do a good job in negotiating with your inventory manager which we’ll talk about a couple seconds but imagine on your terms and you are not paying that net much more on Vendor Central than Seller Central I think there’s a little bit less [inaudible 0:19:35.3]. If you are going into a category where your net margin expectations from Amazon is severely higher on Vendor Central than Seller Central there could be some risk that at the same amount of volume Amazon is taking a bigger cut of that. So I think there are some nuances but I think the risk is the unknown and it’s a new process and you have to manage that. Joe: And do you have to shut down your Seller account or to open the Vendor Central obviously that it’s not you lose days or weeks of revenue, I would assume that its very seamless. Fahm: It’s semi-seamless. Amazon has changed their stance on this on the last couple of years. A couple of years ago it [inaudible 0:20:14.6] have both a Vendor and Seller Central account. And in many categories now and the Vendor Manager technically has the ability to shut down your Seller Central account if they want to. If you were doing anything to really damage your Vendor Central business, there’s officially a clause that says if you sale wholesale and you have a Vendor account that they can shut down your Seller Central account. I actually haven’t seen that happen although I’ve seen some threats but that exists for a couple of good reasons. In the last couple of years, Vendor Managers and teams at Amazon have been a lot more open to the idea of having both but being strategic about it. The idea is the Vendor Manager owns the retail or what they would call the retail part of the [inaudible 0:20:54.5] and Seller Central is almost a competitor to that Vendor Manager. And they do that to keep more competition on the platform so better for that costumer at the end of the day. So the Vendor Manager doesn’t get a lot of benefit when you have a Seller Central account. If you’re competing on the same skew and you have lower prices on your Seller Central it actually hurts this plus on the metrics, they’re out of stock, their loss by box, a bunch of their metrics or sales are going to be a lot lower here. What many brands do today, they do which…a little bit more strategically with is I’m gonna have both the Vendor and the Seller Central account, I’m going to do some skews on Vendor Central to start. I’m gonna keep some skews on Seller Central to start and see how that process goes. Depending on how close that brand is with the Vendor Manager that person may push to get more and more of the catalog from Seller Central to Vendor Central. But think of it as like you’re negotiating with a buyer at Walmart, or Best Buy, or Target, there is a lot of negotiation that goes back and forth. So maybe you decide that it’s not a good idea to transition your entire catalog or maybe things are going so well and you want to everything overnight. I think that’s where it’s a very personal decision. For many brands the way they started, they open a Vendor Central account, get a couple of skews on Vendor Central, get used to the process and things work a little differently. One thing we should mention is pricing because a lot of people worry and I hear this misconception a lot that Amazon will lower your prices and you lose control of it. It’s not really true, and what Amazon’s pricing and there’s certain things that I’m allowed to say and not allowed to say. Ultimately, Amazon [inaudible 0:22:23.6] in a game of let’s proactively lower your price so we can sell more inventory and create a price war in the market. That’s not Amazon’s idea, that’s actually what a ton of other retailers do and I can tell you firsthand many of the big box retailers like to put things on the go back and promotion and discount pricing. On Amazon Vendor Central if you have control over your pricing in the market, so externally and third party wise there’s nobody undercutting your price, you have a lot more control on the pricing than many people think. Joe: And most of the cases I think the people listening to this podcast, they own their brand and they do not sell it to distributors so it’s not going to be an issue. They’re the sole person or company selling that brand so- Fahim: Yup. Joe: They’re going to get their wholesale price from Amazon anyway. It doesn’t really matter if the Amazon decides to sell it for two dollars above they’re still going to get their wholesale price from Amazon correct? Fahim: Yes but it’s a dangerous way to look at it because let’s do an example. Let’s say you’re selling the gross sales price of [inaudible 0:23:24.6] but the price the customer pays is 20$ and I’m just making up some numbers. The price that you sell it to Amazon is 16$ net of all cost and whatnot. If you then have somebody selling your product on third party or let’s say externally at Target. You have a small assortment that Target decides to lower that to 18$ or let’s call it 17$, Amazon will match this 17$ likely and in your mind, you may say you know it doesn’t matter Amazon paid me- Joe: [inaudible 0:23:55.9] they’re not gonna buy any from you again obviously it has to be profitable. Fahim: Exactly. Joe: Yeah what I was referring to is that most of the people I think listening to this podcast are not selling to Target and Walmart retail big boxes display. I really like the idea for I just want to repeat it that you don’t have to take a leap of faith from Seller Central to Vendor Central. You pick a couple of skews and you test Vendor Central with that. And you talked about negotiating with Vendor Central, do you actually get to talk to a live person and have that one person as your contracted contact, your trackling? For those that are not watching this on YouTube he smiled and he looked up to the left going oh my God could I tell you some stories I think, don’t but is it a human that you get to talk to or is it email? Fahim: It depends, like with everything else it depends. There is a human that lives behind the desk that ultimately manages that and the team that manages that. It depends on if you’re able to get a hold of that person. So sometimes the Vendor Manager is a lot more proactive especially for brands that have a larger business whether on Seller Central or externally and the Vendor Manager or somebody on that team reaches out and you have that direct line of contact. Sometimes people find the Vendor Manager Buyer on LinkedIn then and they start a relationship [inaudible 0:25:18.6]. That way sometimes a leverage, consultants and agents and people like myself, I get a hold of the buyer and broker a meeting and start some of those conversations, and many times the invite comes from a separate team. We get on boarded to Vendor Central and your business is not large enough in the eyes of the buyers [inaudible 0:25:38.1] you get a whole lot of time and attention. And you’re often told to use Vendor Central’s tools and file tickets to get answers so it does depend on the brand some of the brands that we work with…some of the larger brands or brands that more potential has better chances of getting some of that one on one relationships with the buyers. And some brands especially when they’re earlier on their business isn’t fully at scale form an Amazon perspective. They’re often told to use Vendor Central, file tickets and try to leverage from the automated processes that exist. So it’s possible but- Joe: Let’s talk about that then. Two points, number one I want to hear your top negotiating tactic with vendor Central that you want to share with people today. Number two, maybe start with number two, size wise when…how big does a brand have to be in terms of let’s just say that I’m going to peel off a couple of skews again what kind of revenue does that have to be producing in Seller Central to make a difference to the point when I can actually negotiate your top negotiating tactic? So if somebody is doing 50,000 $ a month is that enough, if they’re doing 25 is that enough, do they need to be doing a hundred, what’s the number? Fahim: It differs so widely by category as you can imagine. I’d say generally a lot of times I put the benchmark growth sales you want to be doing over a million dollars a year that will probably get the attention of the Vendor Manager. Again, it differs; if you’re in a category, a huge consumer electronics category that number may need to be five million annual gross sales, if you’re in a growing category, if you’re in help and personal care, if you’re in grocery, if you’re in passion that number may end up being even lower than one million dollars. But I would say if you’re doing less than a couple hundred thousand dollars annually on Amazon it’s probably a lot of low hanging fruit to scale your business from Seller Central initially. If you’re already doing north of a million plus dollars annually on Amazon then it depends on your category, it depends on your ranking and how big you are as a portion of that catalog but certainly the bigger your business the higher the likelier that you’re gonna get the ear and the attention of that Vendor Manager. If you’re doing some 10 million dollars annually in almost any category the Vendor Manager should not always does but should want to convert your business. Figure out how they can scale your business and they have tools again that you wouldn’t have in the [inaudible 0:28:09.7]. So they really could if they wanted to help you grow that 10 million dollar business to be 15 or 20 million fairly quickly. Which is doing that on Seller Central is certainly possible but it’s almost like you have one hand behind your back because you don’t have access to the same set of tools. Joe: All right tell me about the negotiating tactics you and I have talked about. You’re gonna create a little cheat sheet it’s in the notes for people to download in terms of top negotiating tactics with Vendor Central. Can you give me one or two that we can share with folks? And I know it’s going to be…it’s going to depend upon the category and all that but throw something out. Fahim: Yeah, take them to dinner create a- Joe: Take them to dinner? Fahim: Yup take them to dinner or when you go to Amazon [inaudible 0:28:50.3] you want to create a relationship with that person and treat it like you are sitting from their side what do you want to hear. So it’s less complaining and demanding it’s more this is what I’ve been able to do so far I know you have the tools to help me really grow this business, I want my brand to be a big part of your business- Joe: You’re not gonna say what I tell every buyer which is just be likeable. The more likable you are the more people are going to work with you is that? I mean this is part of the secret [inaudible 0:29:17.6] likeable? Fahim: I think that’s certainly some part of it. I mean I think in the context of the conversation put yourself in their shoes again and why should they…this person literally has thousands of brands that technically fall under them. Why should they spend some time trying to invest in you? And being likeable certainly a part of it explaining why your brand has a big opportunity. Whether that’s your growth rate on Amazon, whether that’s things that you’ve done off of Amazon, whether that’s new products that are coming on, whether that’s quest and things that you’ve been able to capture externally, make them care. The more they care about it and certainly it helps if you likeable, although that’s not always the case, the more that person is gonna want to invest in it. This person literally has to make a…there’s not enough hours in the day for the Vendor Manager to keep everybody happy. And I know now being on both sides of the table how difficult that job can be and it can be very frustrating from a brand’s perspective. But every day as a Vendor Manager you have to pick who are the 95% of people I’m going to piss off by not answering them by giving them the time of the day. Just because they have so many things going on and by creating a relationship, by understanding what they need, by taking care of the easy things yourself and not bothering them with things that you can complete by yourself by filing tickets on Vendor Central you’re certainly gonna increase the chance that that person is going to invest in you. If they feel like their time on the phone with you, or in meetings, or doing annual planning meeting from Seattle, or meeting at trade show is valuable and they’re actually helping you grow the business they’re going to want to invest more. If most of the time you’re talking to them it’s about I filed this ticket and it’s not working, or can you help me with this bank account issue, or I can’t figure out why this [inaudible 0:31:06.8] of a thing is not working that person’s again going to be stretched up and the answer is probably going to be file a ticket, reach out to somebody on Vendor Central anyway. So I think the more you can keep the picture on the long term and understand there’s going to be some bumps along the road the better the chances that that buyer is going to want to invest in this relationship. So nothing, no silver bullet except for be likable, think about long term, think about it from that person’s perspective. Joe: Got it, geographically where are you located? Fahim: In San Francisco and I spend my time in Texas as well. But between San Francisco and Texas. Joe: And the vendors, the Vendor Central Managers are they all up in Seattle, are they located around the country, where are they? Fahim: For the most part, most of the Vendor Managers are in Seattle yup. Joe: Okay and if someone wants to learn the basics of Vendor Central to make sure that they’re understanding it as much as they can, is vendor Central on Amazon.com? The best resource and knowledge base to learn the basics out there or is there another resource that you’d suggest? Fahim: Vendor, so there’s certainly less and this is a little bit frustrating I think for brands, there’s less information about Vendor Central than there is for Seller Central externally, there is lot of tutorials, there’s a lot of training, there’s a lot of information, there’s Seller Central’s forums etcetera that exists for Seller Central and not a lot for Vendor Central. There is a lot of information on Vendor Central if you get an invite. The help section has tons and tons of guides probably not [inaudible 0:32:33.5] to go through all the different guides. So it’s a little bit [inaudible 0:32:36.0] by fire. I would certainly spend a little bit more time on the operations and figuring out how inventory management works and if you want EDI support and what that looks like and managing that part of the process early on and getting a feel for it. There are some pretty good documents on Vendor Central again but they’re pretty long and exhausting. So I think you have to scour Vendor Central support, talk to other brands that are on Vendor Central potentially, pop in to the Vendor Manager and kind of just learn by doing. The good news is that you- Joe: Sounds like there’s a [inaudible 0:33:11.0] in the making here. Somebody should be creating [inaudible 0:33:13.7] and teaching Vendor Central. Fahim: Yup. Joe: And you and I get a royalty for that right? Now it’s just an idea. Fahim: I like the idea. Joe: It’s just an idea. Now, okay this is just a theory but I want to hear what you would say and this is really not just for sellers but it’s for buyers of Amazon businesses. We’re running short on time so I’m gonna just say I’m launching a listing this is all theory quote unquote for air quotes for those not watching, it’s going out next week, the brand has been around for about three years growing quite rapidly, there’s 12 skews and 60 variations doing about 1.3 million dollars in revenue in the trailing 12 months and there is a design patent on the product as well; Seller Central only. I’m going to come to you or I’m going to try to figure out Vendor Central myself. It’s in a category of well I can’t really say what it’s in but it’s not in a massive category with tons and tons competition. It’s just something that you’d look at me if we were having a beer right now you’d say, Joe, you’re nuts not to look at Vendor Central. Fahim: Potentially I think you could I mean within your interest to evaluate it. So maybe you’re nuts if you’re not thinking about it and evaluate it. Not necessarily that it’s the right decision but you need to start doing your homework to figure out if it is. And the interesting thing is it may not be right now, it may be next year or maybe six months from now. But I think if you’d simply wrote it off and say it’s too complicated I don’t want to do it then I’ll tell you’re nuts. If you said I looked at it here’s the pros here’s the cons, ultimately Seller Central makes a lot more sense then I think you’re doing exactly what you should do. Joe: What’s the first step in evaluating it? Fahim: Getting the invite. So Vendor Express used to exist and fortunately that platform is retiring in this month. It was the idea that you can sign up…anybody can sign up to be a vendor on Amazon through this Vendor Express platform and you get a lot of the same tools, not everything, but a lot of the same tools with Vendor Central. Vendor Central is an invite only platform so you need to get invite from somebody at Amazon. Whether that’s your category manager or there’s a selection team or somebody who lives within that retail team. So it’s tough to get a lot of information until you actually get that invite because when it comes down to look to your total margin, and what is this going to look like, what’s your payment terms, you don’t get that information until you get the invite. So I’ll tell you the first step is starting to figure out who your Vendor Manager is and starting to have some conversation. Before that I think you could probably do some level of research and see other brands in your category; how many of them are vendors, how many of them are sellers. If you are continuously being ranked in the top 20 but never in the top 10 for your category look at…you should be looking at who those top 20 are on a regular basis, what are the brands, what are the skews, what are they doing that you’re not doing. And if you find that 80% of them seem to be vendors and they have access to much better A+ content than you have and videos and they’re all over holiday gift guides and you see them all over Today’s Deal page, and they’re getting Deals of the Day, and they’re on Amazon Prime or Fresh and what not then I’d certainly be keeping that at mind. If you look at the list and say nobody’s doing any of that everybody has the same tools as me, maybe you come out and say I’m not getting hurt or maybe you’d say there is an opportunity just for the go. So I get…prior to getting the invite and having a conversation certainly wanting to understand what you’re dynamics are. I’ve seen categories like luxury beauty for example, where the vast majority of brands [inaudible 0:36:40.0] are vendors. And again it’s because of a variety of different tools that they have access to that are not on the Sellers Central side. So in that category if you’re a brand that wanted to do north of a million or two million dollars a year I would probably very heavily consider Vendor Central and start looking into the process of figuring out who the buyer is and what can I offer and how do I get a hold of them and what would this look like for example. So I think unfortunately there’s not a whole lot of prep and information out there on exactly what your margins and your…would be ahead of time and some of those other details and how much inventory they’re going to order or anything like that until you actually get the invite so just the first process is research, second process is find out who the Vendor Manager is, where you could get an invite off. Joe: Yeah if you can find out who your Vendor Manager is through LinkedIn or however you might be able to strike up communications and get that invite if need be. This may be a simple question but how do I look at Amazon and find a competitor and tell if they’re Seller Central or Vendor Central, is there an obvious way? Fahim: So if you’re going through a listing and you look under the price there’s three different options that you’ll see one of them for ships from and sold by Amazon.com, one of them will say sold by ABC and fulfilled by Amazon.com, and the third one will say ships from and sold by ABC.com. Joe: Gotcha. Fahim: The third one which says ships from and sold is a seller who is also doing their own fulfillment, most cases are not Prime eligible unless they’re [inaudible 0:38:09.8] prime. The second option when it says sold by ABC.com and fulfilled by Amazon means they’re a seller that’s [inaudible 0:38:17.7]. And the first one that says ships from and sold by Amazon.com means that Amazon is buying that. In most cases that means that brand has a Vendor Central account but again there could be a case where the brand actually doesn’t sell to Amazon but a distributor does. But either way that is what they would call retail or Vendor Inventory is a ships from and sold by Amazon.com. And a final tidbit is there’s been a lot of research done that shows that it differs by category but customers have more [inaudible 0:38:49.4] when it that ships from and sold by Amazon.com and conversion could be significantly higher even than an FBA listing. Certainly, both a retail and FBA listing would have higher conversion than something that’s not Prime eligible than something that’s not SFP but in some categories I’ve heard the conversion could be 30-50% higher, all else equal for something that’s been shipped from and sold by Amazon.com. Not all customers understand the difference but people are becoming a little more savvy and if you’re on the fence and you say I’ve never heard of this brand but if Amazon is buying it it’s a little bit easier. But [inaudible 0:39:23.7] work a little bit easier because the brand doesn’t even need to get involved. I can just reach out to Amazon Customer Service, sometimes that’s the difference [inaudible 0:39:30.9] when somebody is making a difference. Joe: I hadn’t even thought of that conversion rate on things 30, 40% percent maybe that’s just even if you divide by four and you get a 10% bump. That’s a pretty big bump for a lot of people that are listening today. Well, listen Fahim you’ve been great, we’re running out of time I know you’re gonna put together a cheat sheet for negotiating with the Vendor Central, maybe you can throw in some links there for any place that people can learn about Vendor Central. You’ll share some details about eShopportunity as well and how do people find you if they are listening to this now and are driving down the street and they don’t want to go to the notes. How do they find you right now? Fahim: Probably the easiest way is going on eShopportunity.com and there’s a contact us form. I also do go to a bunch of conferences so oftentimes I meet and talk to brands there. I’ll be at IRCE, I’m the Chairman of the Amazon conference for this year so I’ll be around all day so if anybody would love to have a conversation in person that’s certainly possible as well. Joe: Fantastic. Man, you’ve been great I appreciate it. You’ve cleared up a lot of things I think a lot of people are gonna ask a lot more questions and hopefully look at Vendor Central more realistically both sellers of businesses and those that are investing in them to help take it to the next level. Appreciate your time, thank you so much. Fahim: Absolutely. Thanks, Joe, wonderful time. Thank you. Joe: Talk to you soon. Thanks for listening to another episode of the Quiet Light Podcast for more resources from this episode head over to quietlightbrokerage.com. If you’re enjoying the show please leave a rating and review in iTunes, this helps share the messages from the show with more business owners like you.    

When it comes to buying internet businesses, is it better to buy big or buy small? Today we are chatting with Jeff Hunt of Own Optimize. Jeff has one of the largest web business portfolios we have come across here at Quiet Light. Through close to 60 transactions, he has owned a total of nearly 500 websites. These days Jeff spends his time working on his websites and educating others on how to buy internet businesses. After a career with IBM in the services business, a move overseas led Jeff to the internet where he started a real estate website. Despite a tech background, he didn’t really know anything about websites when he started out. Soon he learned that buying them was much easier than making them and started to build his portfolio. Today we talk to him all about what to focus on once a website catches your interest. Episode Highlights: Start off on the right foot at the very beginning of the process. When buying a site, what you’re really looking to buy is a quality website that you can grow and automate. Jeff’s range of investment is typically sites valued at $50,000 and under. Of course Jeff experienced failure, 8 out of 10 of his sites didn’t make it. He admits to being guilty of chasing too many things at once. Success for Jeff has come from a combination of buying and building. Making a smaller purchase is not always for financial reasons, it can be for a new buyer to explore whether or not they even like the business. When a buyer starts small they get an opportunity to learn the transaction process. Smaller websites can carry more risk. They may not have had enough time to grow. With large sites, you still have some leverage even if you come across hard times. Owning larger sites that garner larger revenue allow buyers to afford to hire a team. Before a purchase, study the heath of the business; the historical data, the ratios, and the percentages of cost that make up the total cost. The seller should have found the key to attracting new buyers and that knowledge can be passed onto the buyer. The buyer needs to really understand the business model and hone the process that the seller has achieved. Transcription: Mark: Joe, How are you? Joe: I’m good Mark, how you doing today? Mark: Good, good! I got to talk to another member from Rhodium Weekend, which is one of those events that we talk about a lot on this podcast, to talk to Jeff Hunt. Joe: I know. Jeff Hunt’s a good guy. I think he’s bought four hundred (400) businesses in his lifetime. Mark: Websites, a lot of these– yeah it’s about forty (40) or fifty (50) transactions that he’s done, so mostly some 50,000 dollar transactions. Joe: Pause, I said four hundred (400). Am I completely wrong? Mark: No, you’re not completely wrong at all. So forty (40), fifty (50) transactions but whole of about 400 to 500 websites at all. Joe: Okay, got it! Mark: Yeah, can you imagine trying to manage that many sites? Joe: Absolutely not! –trouble doing my job here at Quiet Light that is an immense amount! Mark: Yeah, I know everyone recognizes you as a slacker. Joe: (laughs) Mark: So anyways, he’s bought a lot of businesses, he’s bought a lot of sites and he has a lot of experience on that. Now he’s teaching people, he’s got the website investor– the book that he wrote. And he talks about developing systems to buy sites, successfully. And he talks a lot about some of the mistakes he made along the way. What we talk about some due diligence, but also about this ongoing question: Is it better to buy small or buy big? Now what was better for you, what’s– could’ve helped you avoid risk more and how’s that changed from the years. He’s got a lot of insights into due diligence that were fascinating and honestly, the interviews I’ve done, I kind of wish we would flip this one around because towards the interview, absolutely, really going to miss some good topics. Joe: It’s interesting that the subject of should I buy a million dollar business for– or ten– how many thousand dollar businesses always comes up. And all we can do is thought from own experience and on what other people like Jeff have done. And I think, I’ve had Kevin Peterson on the upsell buying portfolio SAS business as he said– I think we’ve quoted him that it– it takes the same amount of work to run a million dollar business as it does a hundred thousand dollar business in some cases actually takes less because it’s more established. And Jeff bought forty to– 5400 smaller sites, right? Mark: That’s right. And we talked about that. I do think that running-a-large of business is often less work And I wrote an article on this, years ago, We have not been blogging for almost a year now because we’ve been focusing on the podcast but I did right an article on this rad. I went into the data actually to take a look at: What are the average number of hours that people are working on smaller sites versus larger sites. And what is the average number of staff and how does that correlate with revenues. Really some fascinating data in there, so excited. I got to transcend you deep dive there. So all in to that much show notes, anyone wants to do some further reading. But larger sites, they’re often less work. And in some ways, that’s risky because there’s– you have more cash flow and we talked about that. If you have a business that’s– that has twenty (20) thousand dollars of revenue and you lose a key client or you lose a key-traffic source when things get cut in half, you don’t have but ten (10) thousand. Joe: Absolutely! That’s why, just to say it so people hear it that the– the multiple’s evaluation on these jump when your discretionary earnings is up that million dollar mark, you’re going to jump significantly in terms of the over-all value not– obviously because of numbers but because the multiple actually jumps too, from a– let’s say from a three (3) to four (4) for an instance. Mark: Yeah and I was talking to a potential client the other day who has a business who– it’s multi-million dollars of revenue but the earnings are starting to have troubles and he said, “Would anyone buy this?”. And I explained to him that if a business has millions of dollars in revenue, even if it’s struggling from an earning stand point, yeah, that’s going to really negatively affect the business but this is probably still is soluble. But if you have a business that makes five (5) or ten (10) thousand dollars a year in gross revenues and isn’t making any money probably not going to be sold. An orgs couldn’t be very difficult to sell for anything of value, so can newly certain size? It’s just more flexibility on the part of a buyer. Joe: Yeah! But Jeff has a different model in system and he’s buying lots of smaller one’s so he’s doing something very, very right. Different than your blog couple of years ago, talked about so be real interesting series got to say. Mark: Yep, let’s get to it. Alright, hey Jeff! Thanks for joining me. Jeff: Hey, it’s great to be here, Mark. Mark: I know we know each other from a mutual group that were both part of. And people who have listened to the podcast before will be familiar with this group, at least you’ve heard of it before, and that’s Rhodium Weekend. You and I have attended it from the past some years, right? Jeff: Yeah, love–met a lot of fantastic people–Rhodium is a good– as you know, it’s a group of people either buying, or have already bought in to operate online businesses so it’s kind of really unique crowd and be part of it. Mark: Yeah, if anybody wants an introduction 0:05:43.3 let me know, I’d be more than happy and of course, Chuck will surely be able to provide that as well. Chuck Mullins who works at Quiet Light Brokerage, introduced me to Rhodium. And really– Chris had actually stopped me, but really Chuck encouraged me to go. And it’s been a good investment of our time and place. It’s good group and I met you there few years ago. We talked at the conference and we’ve seen each other at conferences since then. I think the last time we met in person was Afilias somewhat last summer. Jeff: Yeah! That’s right! And I met Chuck there I think the first time at Rhodium and I formed a number of partnerships there so it’s a great group of people, it’s your (0:06:22.0) way around the business that were in. Mark: Alright! So, let’s start getting into little bit in the– as our listeners know, we usually love our guests introduce themselves. So if you want just give, just kind of quick background on who you are and what you do, that’ll be really helpful. Jeff: Okay. Well, you know, I maybe one of your older guest– I don’t know but if the white here kind of gets it away a little bit, I’m in my fifty’s and I’m still on the website business so… Mark: Oh, my! Jeff: Kind of funny like the bunch together that we hangout or they’re a little bit younger than I am but I give them a run through their money. I actually started out in the corporate world. Probably like a lot of people buy websites and I had a crew with IBM and I was in middle managements. I had a pretty lardge organization, people who were in to service this business. So, big companies with give us their I.T. departments to run so I had development organization, infrastructure guys, and a lot. And how to buy a budget of about twenty five (25) million dollars, at that time. It’s kind of funny that even though I was kind of that technical business, I didn’t know anything about the internet at all. And so my first introduction to the internet was actually I started a real estate business. So I moved overseas, left IBM, moved overseas, I started this real estate business and I realized it needed a website. And so, I kind of just dove in and I learned out to do all the websites, staff and crew website for this business. And then after that , I– you know, my eyes kind of got opened to the side of the all. Starting website really hard and so I started looking at as ways to buy them. And I started buying websites and over the last ten years I actually– I’ve done probably fifty (50) or sixty (60) transactions and about something like three hundred (300) websites, actually probably closed to the five now but while it does ring, big groups like networks of websites that did some more functions than those kind of things. So– Then along the way, I kind of wanted to leverage some of my assets. One of my assets was just– I have been doing this for a while and you know, having my fingers and all kinds of online businesses and different business models across all the sites. And so I wrote a book called The Website Ambassador and then I’ve done courses on website investing and some networking like at Rhodium and other places and stuff. I really enjoyed this– I just love– I really love almost everything about online businesses. And just the lifestyle part of it but really like the analytical part of it, the marketing component and operations component. Component is just– is just low fun. So that’s my story. Mark: So– I’m sorry, you said three hundred (300) and four hundred (400) websites in total? Maybe more? Jeff: Yeah! Like one of my purchases is something like two hundred and fifty (250) websites that were– I can’t even read the domain names. They were German and French. And there were these affiliate websites selling Amazon FiliA products and to Amazon Germany and Amazon France. And I ran with those for couple of years some of them died off and then I sold them. Mark: Oh, okay. How in the world do you begin to even manage that many sites? Jeff: Yeah, well–you know, that’s one of the many mistakes that I’ve made I think in the course of my website career is buying too many and chasing too many ideas that looks really interesting like– it’s probably happen to you. Maybe it hasn’t happen to you though like I see these things and I think “Woah! That’s a very unique business modeling and that’s really cool. I like to learn more about it and pick it up. Like uncharmed by those particular sites, actually those who’re kind of template sites and so there was a lot of automation. There were programs that could make the same update to, ten’s, twenty. Sometimes more sites at a time. So that’s how we managed them. Mark: Okay, That makes a little bit more sense. Now when you say that you’ve been buying all these websites, we don’t have to talk specific dollar amounts but who are we talking about larger sites, smaller sites, what’s the range that you really been investing in. Jeff: Well I’ve bought in– again maybe this is something I would do differently for starting over again but most of my sites for sub- fifty thousand dollars only handful of that amount, just a lot of them as like mentioned. And I’ve done kind of a combination of buying and then building and typically for me the cycle’s ban or buy something that I don’t really know that much about like I started out with Google news approved sites and merely day so I bought a dozen different news site over time but then after a while after a year or two into that, I really understood that news business borrowed so it was very easy for me to actually create my own news websites and then go from there and I’ve done some more things. For example Mozilla site– so one of the reasons that we buy is because were learning something, were picking up. Were kind of learning from something that’s already working. And then later on if you want to add to it by building from scratch, that’s kind of a logical sequence for me. Mark: Yeah, alright, let’s dive in to that topic a little bit because we get that–this question a lot from potential buyers, especially first time buyers. People that might become mean and in. They know that they want to get in to the website business or some sort of online business, they’re coming from the corporate business world like you did and they might have good enough money to do a larger deal but their wonder, is that the right thing to do? And I think you might have touched a viewpoints here which might be interesting. let’s talk about, specifically, let’s just start with the benefits, binds small to start. You’ve done a lot of bind small sites and smaller sites. What were some of the big benefits that you’ve gotten from that and then maybe later on we can move in to some of the drawbacks from that. Jeff: Okay, yeah! That sounds great! And one of the first things that I say when I get that question by big or small is: Whatever you buy, it needs to be a good quality so it needs to be something that’s very stable no matter how big or small it is. So, kind of get to your specific question, what are the benefits of buying small, first the obvious one is that you’re risking less capital and for many people, that’s important, especially when they don’t have that experience that leads to the confidence to something bigger. So that’s kind of important. And many people are running to ask me that question and it doesn’t even matter what their capacity is. Some of them have a capacity in capital to buy very very large websites, multi-million dollar websites. They still don’t want to do it. They want to spend five (5) thousand or twenty five (25) thousand or something like that and the reason is because it gives them the, yeah. One of the things that they think about necessarily is they don’t even know what it’s like to be a website owner. So it isn’t just the risk of the money but they’re not even sure that they’ll enjoy the– be and stay which is being the owner and upper of your website. So that’s one thing that binds small can do. Kind of give them a taste, what it’s like. And then secondly it gives them an exercise of the transaction process. That’s as you know, the transaction process is quite different from very small sites than from a large one but at least they’re going through the steps of– during the evaluation, looking, evaluating, waiting, executing a transaction, setting up the accounts, perhaps hiring the team, and all of those kinds of stuff. And then some basic things that if you’ve never been on the website business, you’ve never done before like giving hosting setup and domain ownership and some of those basic things. So that’s kind of the value. And the other thing is that, whereas the dynamics and management of large versus small can be quite different some of the basics in terms of the actual business models behind the sites are actually quite similar. So the content website monetized by advertising is very similar too. Whether it’s big or small. Just the mechanism and process you put around that are different. So if you’re unfamiliar with the business model, you can pick up some familiarity from buying a smaller site. Mark: So, you said that I think it’s a key point here, and that is bind for education. And bind small for education is something that you’ve done quite a bit, in where you bought, you’ve learned in this industry a net shore, a style of online business. And I’ve been able to use that as an education, they will build your own as well. I talked to buyers a lot about their first purchase and an advice to buy smaller if they want to get that education set, understanding that, can you talk about that a little bit more how you’ve used buying small to be able to learn more about the nature, about the business style? Jeff: Yeah, that’s excellent accredit in general sense education and one of the ways that we educate our self is through relationships and at working and so really, the important part when you buy a site is the relationship that you have with the seller and those have been valuable to me. I meet so many really , really instructional, educational relationships, from sellers who– and that starts with setting at the relationship– setting off at the right flow with the relationship at the very very beginning on the process. But many of the sites I bought I got really good coaching, I have relationships to this day with people that I bought sites from eight (8) years ago who were entrepreneurs, they figured something out. Most– as you know, most business is fail. Very high percentage of business is fail, off line or online. And even at higher percentage of online business is fail, been off. And I think it’s just because more people try at the online business but when you have any site that’s been around for a while and it’s kind of built up a following and so on, is one that hasn’t fail or at least not yet. And so the entrepreneurs who’re able to do that and figure that out, a lot of times, they know things that you want to know from them so the key thing is actually learning what has been built, what the process is, that they use to attract customers and we’ll probably talk more about that later. I hope we could. Mark: Yeah, I’ll get you to talk about whatever you think will be worth talking about. I do want to talk a little bit about the differences though on bind big versus small. You mentioned in there one of the benefits to bind small is you’re obviously risking what’s capital. And I would completely agree with that. I mean, it’s pretty obvious, if you’re buying a million dollar site to buy in a ten (10) thousand dollar site, there’s significantly less at stake. When I tell buyers to buy small, initially, often times I’d tell them that and say, you know, be prepared for a little bit higher risk profile. And in my experience in– feel free to disagree with this , that’s in my experience buying small often comes with a little higher level of risk. I know you said you have to buy quality. What’s been your experience as far as the quality businesses that you bought in this small range? Jeff: I totally agree with you and the reason that buying small carries more risk is because most smaller websites don’t have the same age. They don’t have the same momentum they haven’t necessarily withstood the test of time. And what that really means is, in the internet business they change really fast so new competitors enter the space, there’s changes in technology, changes in software, and most importantly there’s changes unlike the big players like Facebook, Google and the like. And they’re making policy changes and all those things, so when you buy a smaller site, in most cases, they may be successful, cause they’re flying under a radar of sorts and they haven’t been around long enough to see the change from desktop to mobile or from easily making Facebook ad purchases to a more competitive environment, faced to capture all those things, so as a result, the lower in sites is almost always more risky. Now obviously, you can mitigate the risk the longer you look but sometimes it takes a really long time to find the site that’s– that has true stability. That’s still kind of that low end so, yeah, that’s right. So my experience with that, that answers a specific question is that I’ve failed a lot of times. Probably, my early sites that I bought, I bet you eight (8) out of ten (10) just didn’t make it. Either they didn’t pay for themselves and some of them might’ve made almost no money, most of them made some money but not nearly what I wanted and then they kind of take her off. It’s hard. Mark: I found as well what larger sites having that extra cushion more discretionary earnings and more revenue, gives you a lot more ability to, not to make a mistake and absorb it. With the small site, if it’s only generating twenty (20), thirty (30) thousand dollar per year, if it loses a major source of traffic, all of a sudden that twenty (20), thirty (30) thousand will go down to five (5). And now, all of a sudden you’re questioning why I’m even doing this anymore. Where, you were as a few–you have a business’s doing five hundred (500) thousand dollars a year and discretionary earnings and it gets hit hard. You’re still probably making six (6) figures and have some leverage that are to be able to– may buy yourself out of this situation or fund what needs to be fixed Maybe place that better or so, there’s a little bit of subordinate there. Workload as well, I mean– I’ve found in your website, in some sense, I found that with larger sites, sometimes that workload can actually be less because you can afford the higher people, where as with other site that’s kind of on the edge. And I ran into this with my first company actually that I owned, I got it to a hundred twenty(220) thousand dollars in revenue and really I needed to hire people but I needed all the money. I was getting so– I couldn’t really afford six months of that financial hit. What’s been your experience with that? With dealing with casuals and maybe the freedoms that casuals would– of a large business would bring you? Jeff: My experience is exactly what you said where– and in fact I have websites right now where I’m forced to do things that I really shouldn’t be doing, I should be spending my time thinking about the strategy, looking in for competition, time plotting on a road map, and in managing people on. And some sites is just aren’t making enough money for me to hire someone to do that on month you have. So that’s absolutely right, that when you get that, and you know– as I mentioned I– that there were intersections and that I’ve done everything where I sweep the floor myself, so I kind of gone the whole gimmick and certainly when you have a team then it really freeze you up to use your mind in a different way and that’s a lot of fun if that’s kind of where your skills are, what you want to do. So definitely not to big advantage of buying big. Mark: Alright, so you have done– how you told me at the beginning, I didn’t worry about, how many transactions again, estimated? Jeff: Only sixty (60). Mark: Alright, that’s a ton! I mean quite label with more or less than a thousand for ten years, that’s with lots and lots of buyers and sellers. Sixty (60) percent is a lot. I’m going to put you on the spot and if you don’t have an answer for this please just ignore it. I’m curious, what’s one of the craziest thing that you can share that you’ve ran across in your process of buying sites? Jeff: Well. you know, I’ve ran across more than I– there’s some crazy one’s I’ve ran cross that I haven’t bought. But there’s several of them, one of them that I talk about in my book is– I found this site that– I had a hard time finding out what product is sold but it was insanely profitable like nine (9) percent profit margins but it was an E-commerce site. So it was a hard physical good and when I looked into it carefully, what they were selling was a urine. Laboratory processed urine for people who’re trying to pass drug tests. And so they said, after I finally understood exactly what their product was, I understood why it was hard for me to understand, because they didn’t want to like, advertise it too much that they had to do it enough to be on the safe side. Mark: There you go. One of the first clients I took on was selling poppy flowers and they were selling them for couple rearrangements, I may be naive. I had no idea that they were used for opium as well. And I had one person tell me, one buyer was like, “So are you okay with selling drugs?” I’m like, “What? What are you talking about?” Ends up, they were not, but there is people buying the poppies. At least my theory at probably buying the poppies thinking that they were buying drugs. They’re probably just get stomach ache. Jeff: Alright, well, you know, that’s interesting you bring that up because it’s an example of one of the subtle eficlosures and we ran into this issues a lot in this business crossly, even for sites that you would think don’t really have controversy around them. We ran into this kind of things. So it’s one thing that buyers should be aware of. Mark: Let’s (0:23:21.2) to that because you’ve got your course to write your book as well. Your course is at website investor.com? Is that right? Jeff: Yeah, ownoptimize.com is a good place right now. Mark: ownoptimize.com, Okay. Jeff: Yeah! Mark: We’ll link to that in the troll notes so just go over to our website and look in the troll notes for the course, the online course. Let’s talk about some of the lessons that you teach in this course. Obviously, we’ll keep the best secrets for the courses. So– but, what are some of the things that you try and teach buyers who are taking your course? Jeff: Well, one of this– I don’t want to over simplify and this may just sound too simple but one of the biggest mistakes I think that new buyers make is they don’t just look at the graphs. And it’s amazing what this simple graphs can tell you, the direction of the traffic, and the direction of the financial, those two simple things are really, really important. And a lot of times when you look at a graph, let’s say twelve (12) month graph and it’s– you can kin od tell visually that it’s down or gently downwards sloping, but in truth it may actually be like twelve (12) or twenty (20) percent downward sloping and if you just extrapolate that into the future– I mean, business is going to be worth nothing in just a few years and so I think people tend to have an optimistic view when they look at numbers and sometimes they realize that their businesses that are losing money overtime and they feel like the moment that they buy this site, it’s going to stop losing money, it’s going to start– it’s going to be flat or go up from there and there’s no real reason to think that. So that’s kind of really simple but that’s a way that you can dismiss a lot of sites unless you have really specific knowledge about why it’s going down and a very specific idea about how you can turn it around. Now we can talk about that way or two because a lot of people– that’s hard to really know for sure. So then you need is just to stay away from those kinds of sites so we need to look–. So overall, key thing is you look at the graphs, if it’s a stable business, you’re looking for a stable business because the most important thing is– I kind of teach a risk-based methodology but for valuation and also for valuation-selection websites so for me, real core thing is you’re looking for the engine for customer acquisition and you can– all kinds of sites she can evaluate, usually the successful ones. The owner, the creator, has found a way to systematically attract new clients and if it’s a content site and the client is website visitor or if it’s a services site, a client, whatever it is. And that process–whatever the process is, it might be toasting the Facebook every day, it might be buying Google ad words, ads, it might be just content creation regimen, it might be a product launch, philosophy on Amazon like these kinds of steps, I’d choose these kinds of products, I’d brand them in this way, I’d quadrant them in this way. And the process may be –it may not be like mind blowing in terms of what it actually is, but it might just be very consistent and perhaps complex and blast. and whatever that process is, it’s that– is that engine it drives the site, that’s really what you’re buying because if you can get your mind around it and understand what it is that they’re doing that attracts these customers consistently and then you can start envisioning how you would do that yourself and perhaps, how you would scale it, how you would tweak it to enhance it, then that’s kind of the whole agree, So you want a process like that but you feel like doesn’t have a hauls or gas in it, like you can see why it’s working and how it’s working and you get your head around that then you know the business model and then if it’s historically if it’s a cheap pretty solid results, consistent results, there’s always going to be pivoting and changing strategies and so on but you get a model like that, that’s kind of what you really want to buy, to probably grow what you’re trying to buy as a buyer so that’s kind of a key thing and then there’s all kinds of methodology around you, valuation. We look like — there’s like several dozen things you can evaluate that there’s content and ownership and reasons people are selling and the financials and branding, legal aspects–all, all those kinds of things that you want to look at but the core thing is that how do they get their customers and what’s the risk profile on this side. Mark: So how do you– how do you, work for– so that’s really, really good advice, understanding the customer journey from beginning– from top of funnel, just awareness of the site that you’re looking at down to the actual acquisition of the client. Right? How do you handle that insane environment like Amazon or were dealing with all the market places or even with– I guess with E-commerce, you do have a customer journey but have you worked much with Amazon to see how you would evaluate that? Jeff: Well, no, I don’t have a lot of very specific experience with Amazon but I can tell you that– Amazon FBA is actually a very sophisticated business because there are so many elements of it and you have to do each of them quite well, actually. That’s one of those cases were it’s not just a simple three (3) or four (4) silver bullets and you win. It’s like the people who do Amazon FBA well, do a lot of things well. They do product selection very well. Niche selection first, product selection well, then they understand the launch process like putting the right brand on their product and giving those initial reviews. And they understand the inventory process. They don’t have cash problems with having generating a man and then having nothing to sell to people. Then they have to understand the operational aspects too like how do they wants making sales, how they actually get the product out and in a good way and then servicing the customers later on and answering their questions from there, just get a review and so it’s really kind– it’s a complex process so the– what I just said earlier about what’s the engine behind it, well in that case, the engine is, are there good SOP’s, is there a good team, is there like –what’s kind of the new ones that has a loud– like some people, super good at branding and they’re super good at that product launch process in Amazon and so that’s kind of what’s giving them the edge over the competition and other people were good with analytics and numbers and ratios and shipping cost, cost of good sold to whatever they’re spending on customer service and all that kind of stuff. Which that’s all fine but it’s kind of that it’s up front-end that’s probably more important in Amazons like how they’re interacting with the customer. Mark: Well this is why it’s so important for pre-sellers to document their processes because a lot of this stuff is done almost from a skills like that is developed over years. Having those processes, documented, the stuff that you’re doing on day-to-day basis helps buyers like you, Jeff or any of the buyers out there understand what’s going on and try to sum it– that is as well. I want to go back about what you said about graphs because that really caught my attention. I–I’m with you on that. I love graphs. I think visualizing data, specifically the financial data is something people don’t do enough. And I might geek out a little bit here, and save my finger craft that I used when I’m evaluating business myself, is year over year analysis that I like to look at both the revenue and to those gross profit. Definitely take a look at that if you’re able to, if it’s done on cruel basis. My discretionary earnings, it was a year-over-year because it soothes out some of the seasonality that you’re naturally going to have in pretty much every business (0:31:12.3) has, even a little bit of seasonality. Is there a better–like a favorite approach or favorite sort of graph that you would recommend or any other piece of geo that you would look at to say, “Hey! Here’s kind of a peak into the future or maybe what the drafts of help of these businesses” Jeff: First of all, I love year-over-year analysis too when you have a business that has enough historical data out there to be able to do that, and that’s really, really helpful. But in terms of adding to that, for me, one of the important things is ratios and if you have a numbers degree, whether it’s finance or accounting, whatever they teach you about that. But actually it’s simpler than– you don’t have to learn what you do in school. What it is, is your looking for things like the percentages of the cost that make up the total cost of the product or the service and a lot of times you can find problems where, for a few months, shipping was a lot of money or cost of product or cost advertising is a lot of money and then there’s–and then some of those cost drop-off where the ratio changes, the percentage change radically. And for me, those are kind of– a lot of people are afraid of financial analysis in funnels but actually, we understand that what you’re looking for is kind of that stability in the business and then a little– the flags or things that changes in the ratios, changes– the peaks and valleys in the chart. And is there good explanation for those peaks and valleys. Peaks and valleys are just fine. The only concern is what are the reasons behind those peaks and valleys and sometimes, for example, sellers, so they really have– they may not have any idea why they’re getting more customers or any idea why they lost customers. And the big problem with that is that when you buy the site and something happens, you’re not going to be able to get those customer back if you don’t know the reasons for those things. So some of the tools and things that I look at. And also just say, they kind of end in the evaluation stage and stay on in due-diligence stage. One of most important tools for new buyers is to compare different sources of information, just in the content, for example, a lot of times, you’ll have analytics reports then you have your ad network reports and sometimes you have bank statements, you have taxes, you have– you actually, a lot of times have a lot of different sources for very similar information and it’s important to kind of compare those sources together to see if something’s missing, something’s kind of wack. And it kind of really helping, so in E-commerce is same thing, where a lot of times you’ll have traffic and saying why I’m getting this many sales, repay-dues and then you have shopping cart software on your website, you have merchant processors who have similar data and then whatever is in half-thing in your back account and all of those things that’s lying out. So , there’s actually some, pretty simple tools, once your kind of aware them to take the mystique off of what’re people are a little bit concerned about when they first enter business. Mark: Wow! there’s– I kind of always restarted with this, rather than buy a big verse and buy a small sort of conversation that is a lot of details you get in to hear, but we are up against clock a little bit here. I think this idea of understanding the customer journey, understanding how they become customers, and the process they’re involved there both can help any buyer understand how healthy a business is and how new was or how specialized they’re going to have to be in their–works with that business but also potentially uncover some opportunities if there’s leakage, for example in that customer journey wherein you’re losing a lot of people at a certain step maybe they are taking advantage of cart abandonment technologies or maybe they don’t have a good e-mail automation. Well these are opportunities that might be available for buyers. And then also this idea of looking at ratios; really, really solid advice. Jeff: Yeah, the ratios– what I will do again when I’m evaluating business is I’ll look at cost of good sold– gross profits were the first things I will look at. Is that ratio staying healthy because you don’t want a business where that’s getting squeezed up at time or at least you need to understand that. But also you compare advertising to total revenue are you having to spend more just to keep the same revenue? Or has that owner adjusted another area so maybe they’re spending more but cutting back on staff–But to make the bottom line look healthy but ,maybe lying underneath there’s a few issues that you have to be aware of. Mark: I would love to sit and talk for a couple of hours because I think we could talk for a couple of hours. So, maybe what we’ll do is we’ll have you on again in the future and we can continue the conversation. In the meantime where can people learn more about you? Jeff: I’ve a website called “HeckYeah.org” and then “OwnOptimize.com” is where I’m selling my courses right now. So those are the two places. And yes Mark, I would love to– this is one of my favorite topics really is this idea. First time buyers, second, third time buyers; what are the questions that they have, which they look for and as you said, lots of things we could talk about. We’re just barely scratching the surface so I’d love to come back and talk some more about it. Mark: Cool! Hey Jeff, thanks for coming on. Really appreciate you coming on and well, stay in touch. Jeff: Yeah, sounds good, great. Thanks a lot for having me. Links and Resources: Jeff’s Website Jeff’s Course The Website Investor

Andrew Youderian is the founder of eCommerceFuel, a private community forum for six to eight figure eCommerce sites. After getting out of finance and buying and selling two eCommerce businesses, Andrew saw the need for a platform for the 7-figure eCommerce community. Looking for a space where this group of exceptional entrepreneurs could bounce ideas and information off one another, he started the website and has never looked back. In addition to the forum, eCommerceFuel holds a live annual event, publishes a yearly “state of the merchant” report, and now hosts a job board exclusively for the eCommerce domain. We spend this episode discussing the results of their 2018 state of the merchant eCommerce report. Episode Highlights: This year there were about 450 survey participants with an average store income of $2.3 million. Andrew shares the three big takeaways from the survey. Which niches are growing versus which are stagnant or shrinking, according to the survey. The fastest growing stores have a high component of Amazon revenue to them. A strategy that some bigger merchants are taking is to use Amazon as a way to help launch a brand, then taking the cash and momentum generated from Amazon to help build offline presence. We discuss top trends in shopping carts, email marketing, help-desks, and product reviews. We learn that eCommerce revenue values seem to be generally going up across the board. Which business models are experiencing the most growth and why dropshipping may have made a bit of a comeback last year. What the fastest growing eCommerce categories are among the survey takers. Who the favorite entrepreneur was from last year from among the top in the world. Transcription: Mark: Hey Joe, how are you? Joe: I’m good Mark! How are you doing today? Mark: I’m doing good, I’ve been busy these past week doing a few interviews. Joe: You have? You have been slacking and then picking up that slack and doing it more yourself. Thank you! Mark: I think anybody who’s been listening to our show knows that you’re not a slacking on this, but I’m just trying to play catch-up here to your three(3) episodes to everyone that I have done. But, I’ve been catching up this week and I’m really excited about the someone guest that we have coming up weeks. And one of the first ones is Andrew Youderian, whom we both know well from E-commerce field. Joe: I do! You know I tell the story often. The first time I went to an E-Commerce field event was in Nashville, I think it’s 3 or 4 years. but I remember saying specifically that when I got back, you know, I talked about it. I heard more intelligent E-Commerce conversation in 24 hours than I heard in previous 24 months. It’s an exceptional group of entrepreneurs and they help each other on a regular basis which is incredible. Mark: Yeah, I think, there are couple of groups out there which I have zero hesitation endorsing and have told people that they need to be a part of it. If anyone listening is in E-Commerce, E-Commerce Fuels is a private form that requires that you apply in order to get access to it, you have to have a business of a certain size to be able to get in. Some of the most intelligent that we know in the space and the most successful people that we know on the space are members of that form. It’s a really, really good community. They have an event that they put on every year which is one of our favorite events to go to, all the E-Commerce feel alive. So, one of the things Andrew does every year though, because he’s got all his members, you know, several hundred members who have successfully E-Commerce stores, is he surveys them and he puts together a full on report called ‘State of E-Commerce’ or ‘State of the Merchant’. Can’t remember the exact name of it. But this entire interview, he and I are talking about this report because the data in here is awesome! It’s really, really cool! You get to see how fast are businesses is growing. What percentage of businesses are Amazon. We get to sift through (2.55) revenue side. What is the typical breakdown by channel. And one of the cool businesses data in the report this year was what niches are growing versus what’s shrinking. For example, one of the cool things that got pointed out when we talked about a little bit is, men’s clothing and accessories was among one of the fastest growing sectors. Conversely, women’s clothing and accessories was one of the ones that was stagnant or declining. So, we go into, what’s going on there! Lots of really cool data in that report. Joe: Interesting! Interesting! Andrew is a super nice guy! Full of integrity and character in the whole E-Commerce Fuel Group is a reflection of him. I believe so, let’s just jump to it, see what he’s got to say! Mark: Absolutely! Hey Andrew! Thanks for joining me! Andrew: Yeah! Thanks for having me here in Mark appreciated. Mark: Alright, you are joining me from a van obviously. Andrew: Yeah, look like a total sketch fall hair. It’s kind of a old Mobil office I have. I’m on the road with the family and when I need to do podcast or interviews or phone calls, I usually come out here coz it’s little quieter. As you know, we got kids, it can be tough to do inside with kids and ah.. Yeah, so here we are! Mark: I love it! Yeah, you’re not the first guest to actually show up in the vehicle. We had Chad Annis on a while ago and he was on his RV. He’s been doing it for nine months, just living the RV life for nine months. But I know you’re out there, just kind of traveling around and on a vacation, so to speak, with your family, right? Andrew: Yeah! We’re just kind of doing, doing a little trip. We love to get out of Montana. You’re from—you’ll appreciate this. I mean you’re from Minneapolis, you know the winters can be a little brutal up north. We’re in Montana and trying to get out of town and get us some more climate, you know, 2-3 months, the winter and work along the way but trying to get a little more vitamin D in the body, so that’s what we do. Mark: Yeah! Our winters been super long here, my wife has told me that if it’s goes on for a few more weeks, were leaving, she doesn’t know where, were just going to go. Not move, were just going to go somewhere. I’m going to come home and she’s just going to say, “get in the car.” So, see this, you and I know each other from E-commerce feel but I’m going to let you introduce yourself to our listeners and kind of your background and what you do. Andrew: Sure! So my background is- I’m trying to get from the beginning as brief of a story as possible at my points. Got on a school, working finance for couple of years and kind of invest in making world and learned a lot, got a lot of great experience but decided that didn’t want to sell my soul to the corporate world, so quit and was looking for an opportunity to start a business and only enough, got into E-commerce, started selling CV Radios. I ran that business for a number of years, kind of two years into that. Start a second business, selling trolling motors, knowing E-commerce space, drop shipping business and couple years after that I just found that I was meeting a lot of people doing similar things that I was and it’s kind of interesting very isolated, entrepreneurs in the E-commerce space. You know it’d be really cool if there was a community for these group of people so, started, it was called E-Commerce fuel which ended up evolving into a community for a high six (6) and seven (7) and eight (8) figure E-Commerce store orders. So I’ve since sold both of those moving E-commerce businesses. Now, my primary fulltime gig is running that community which in the ways, I try to add value in our team choice. To add value is through light events which Mark you and Quiet light has been generous enough to sponsor and support so thank you. Through live events, through a private forum that we have, kind of curated [inaudible 0:06:11.1] forum of people with experience in space and then through some proprietary software’s that we’ve built. So that’s my story and what I do. Mark: Yeah, and for anyone that is not familiar with the E-commerce fuel and the forum they’re associated with, really, really valuable. I don’t anybody who’s a member of that forum who doesn’t consider to be one of their top resources. And the conference put up every year, it is phenomenal. We go to a lot of conferences, absolutely love E-commerce fuel. Here in the E-commerce space we have a store that’s six (6), seven (7), eight (8) figures. I don’t know where you are with your registrations or what you’re doing for accepting your memberships but tough work in the resource. Andrew: Well, thank you. I appreciate it. Mark: Yeah. So every year, you do a survey of the members, performance survey of the members of your forum and it’s the State of the Merchant Report. Tell me a little bit about that and how you put those report together and what it talks about. Andrew: Yeah, so, I wanted to try to get a sense of what was happening with Merchants and that sudden figure range, ’cause you–Forbes will put up reports about, you know, the fortune five hundred (500) and you hear these stats about your target in Amazon and that’s interesting but it’s a very different world when you’re in that kind of size business that I was in, that our members are in. And so every year, I put it together like you mentioned and just– it’s a survey of about 50 questions. This last year we had about four hundred and fifty (450) people respond. The average size of the store owners responding was about two point three (2.3) million and we put together a lot of stats. Everything from— We put together everything together from: where the people are from, and what type of businesses they have , conversion rates, revenue growth, how Amazon is impacting their business, all those kind of things. So, yeah, that’s the kind of the survey in a nutshell and there’s kind of three big take aways that I can go into or if there’s something else you wanted to talk about first , we can do that too Mark. Mark: Yeah, so let’s go onto the three big takeaways and for anyone looking at this, there’s –this is freely available online, the ecommercefuel.com and we’ll link to it in the show notes. And probably, I hope for a member, I’ll link to them an e-mail that I’ll send out people as well about this podcast, but lot’s are really good data in here. So you do this every year, you pour over the data and you take a look at the– you know, what’s important, what were the big takeaways for you these year? Andrew: Yes! So the big takeaways, let’s say for the last 2018, really 2017 but published 2018 was this incredibly strong year for growth for kind of that seven (7) figure store owner demographic. Revenue, year over year, revenue was up, thirty eight (38) % and only about eleven (11) % of stores didn’t see any growth at all, so like last year- you know it was in it’s high twenty’s (20’s) or twenty five (25), twenty six (26), you look at E-commerce in general it tends to grow in a twenty (20), twenty two-ish percent range. But this year was just an incredible year, really strong growth. That was one. The second thing was, was that Amazon was a driver for a lot [inaudible 0:08:57]. This isn’t surprising but it’s you see, how much Amazon is contributing to merchant’s revenue. So, last year, the year before this, Amazon was supposed to be responsible for about twenty (20) percent of overall revenue so let’s say, you know- of a someone who’s near a million dollars in sales for an average store. Two hundred thousand of that would’ve been generated from Amazon. This year was up to twenty-eight (28) percent so this year, two hundred and eighty (280) thousands of their million dollars in revenue was coming from Amazon. So Amazon’s definitely making up a bigger portion of merchant’s pie. Counterpart of that though is, Amazon also is generating more headaches and complaints for people so we looked at the number of people every year who say that- you know, we ask them what their biggest challenge and struggle in their business is, and this last year, the number of people who said Amazon is the biggest struggle or one of them was to almost 3X. And this wasn’t just people complaining that Amazon was killing their business, saying that they were drop-shipper and “Oh no, all my sales are dying because Amazon was stealing them” that was only a small fraction. Probably, you know, twenty (20) percent of people complaining, thus majority of them were complaining about things like Amazon’s being more competitive, I’m too reliant to, I’m tired of dealing with some of their terms of service and policies or things like that. So Amazon’s more up to a greyer revenue but also there’s also additional overhead burden with that. And finally, the last big takeaway was that conversion rates increase dramatically across the board for all sellers. The rates were up about twenty five (25) percent- you know, year over year. So, last year conversion rate on average was at 2.10 percent this last year it jumped up to 2.664 percent, right on that range. And, you know that was, probably the most surprising step for me for the whole survey because, it’s difficult enough to bump up your conversion rate by twenty (25) percent across a single site but to see that across a group of twenty (20), four hundred and fifty (450) stores on average and I thought maybe, you know maybe what we were saying was that you can be seeing more people shift to manufacturing or product labeling which tends to have a much higher conversion rate than let’s say drop-shipping. But I saw that conversion rate boost across all different store types from drop-shipping to just reselling, to manufacturing and so, hard for me to explain, I kind of hypothesize that perhaps our community is getting a little bigger and merchants are maybe getting a little more advanced; the economy and the US particularly has done well this last year. Whatever the reason something back there, those were probably the three biggest takeaways that I have to work for. Mark: Alright, so one thing that I’ve always found interesting about your report is the percentage of sales that Amazon takes from some of your largest stores. What are the data show–if you remember of hand, I don’t know if you have the report in front of you, but what are the data show from your largest stores and how much they are actually getting from Amazon? Andrew: Let me see here if we actually calculated that this year, so I don’t think we actually– Let’s see, we have– we measured a couple things, we didn’t get the actual revenue from, you know, what percentage of the revenue Amazon was generated by stores that had a lot on Amazon but we did measure was kind of revenue growth for different stores if they weren’t selling on Amazon, if they were selling on Amazon, or were Amazon was sixty (60) percent of their revenue. So when you break it down that way, Amazon, you know, stores aren’t selling on all on Amazon, they’re growing in about thirty (30) percent. Stores they’re selling a little bit on Amazon, you know some of them are growing in about forty one (41) percent and stores where Amazon is, you know, makes up to sixty (60) percent plus of their revenue, they’re growing at fifty one (51) percent. So, you’re definitely seeing the fastest growing source, definitely have a very high component of Amazon revenue to and the same thing too for income growth, it follows kind of lock step with the income that people are seeing as well. Mark: Right, now I’m just going to go through this here, one chart that I see is the Amazon dominance trance. Amazon as a source number channel, looks like you have twenty six (26) percent there? Andrew: Yep, so that’s twenty six (26) percent of merchants listed Amazon as their number one channel up from twenty (20) percent last year. Mark: See, that number right there, actually is almost staring ’cause it seems like with the restore I see, it may have started flying with the website and then they move over to Amazon and Amazon took up all of the revenue. This is showing what seventy four (74) percent are still have other channel as their dominant channels or maybe they’re just so diversified, What’s the story behind that? Andrew: That’s good question! I think it’s a lot of our members are, I would say probably three quarters of them for whatever reason don’t– are not a primarily–they have a very good presence off of Amazon as well and maybe, I don’t know if that’s just culture or part of it’s to the [inaudible 0:13:20.7] silver screening and who we kind of bring in to the community but I think that might be more of–a bias of our community as to maybe just a general market thing ’cause you see, as you said, a lot of–it’s probably under what you’ve expect to see. So I’m not exactly sure, I think part of that might just be a demographic work community report. Mark: I think it’s fast– I think it’s useful data, especially for people that have an E-commerce businesses who’re think that they want to make Amazon their pear play. I’ve talked to a few business owners they’ve said wildly, “I’m going to focus my attention to-on Amazon because, it’s for the money, yes, and why would I take away my other efforts from Amazon and make as much money.” But it appears as if you do have a number of stores that are doing that seven (7) and eight (8) figure revenue almost, without Amazon being that dominant channel. Andrew: yeah definitely and I think what a lot of the savvy merchants that I see in our community doing in any kind of floss and secret to Amazon is, it’s hard to pass up free money and easy money and granted that Amazon’s getting harder but still it’s a pre-power form and conquering opportunity even in 2018. But their mindset much of the time is use Amazon as a way to help launch a brand, to help generate some cash flow and then use the momentum you can generate from Amazon, Use the cash you can generate from Amazon to help build your off Amazon, your own dot com, your own web store presence, because all fully that’s the asset that you own and i’s much less rescue than being be-haunt by Amazon going forward so I think that’s a strategy a lot of us, as bigger merchants are taking. Mark: That’s absolutely see as well with Amazon is that launch process tends to be. You want to be testing your products and been able to launch a brand so much faster because of the size of the market place. Let’s talk real quick about software. You guys have a very cool part of your community where your community rates software that they’re using and it’s feedbacks. So you have like a star rating. If somebody wants to find like a good shopping card or what shopping card they should use, or maybe help desk software. You guys have a whole record of software within the community that rates that, right? Andrew: We do, yeah, and so part of it is the ratings like you mentioned another part of it, and maybe more telling is– is the usage stats. We have about a thousand members in our community and our software goes out and crawls all of our member’s stores on a weekly basis and uses an integration we’ve built with to be able to tell what all of the members are using. So we can tell in a real time that “Oh, you know, forty four (44) percent of our members are on Shopify this year versus, you know thirty seven (37) percent last year.” Whatever it is. So we can get stats on what people are using but also people– our members who rate the software as well as, with essence, what’s– you know, what people like. Mark: That’s– that’s pretty cool. So what software would you say is really– sum of the people should be paying attention to in 2018? What’s really been growing quite a bit over the past year? Andrew: I’d say, you know, search shopping biggest one’s and that’s probably become as a surprise to people but Shopify just dominates in this area, you look at that thousand-ish area in our community and I think probably about forty (40)– Four hundred and twenty (420), four hundred and thirty (430) of them succumb, you know, over forty (40) percent close to forty five (45) percent use Shopify and the number of people we’ve seen switch to Shopify from Magento over the last two (2)- three (3) years is just unbelievable, they’ve done a really good job capturing that market shares. So, on a shopping card side, that’s when I’d say, the other four well kind of three that we have within the– still the merchant E-mail marketing, Mailchimp is the number one. They’ve got two hundred and eighty two (282) out of our top one thousand and Clivio’s to seventeen of our top one thousand. So both those are kind of the leaders there. Fairly close. Help desks, we’ve got Zendesk- is the top to use, sixty one (61) out of a thousand use them, but help scouts pretty close behind there and they get slightly better ratings. And I would be surprised if we didn’t see a flip-flop of that seen help scout come on the top over the next year. And for product reviews, Shopify parse based on the facts that people use, Shopify is reviewed, built on reviews the system has most popularly used. YAGPO used to be that number one spot but they dropped to number three (3) this last year. Partially, they got great functionality but I think a lot of the kind of experience that I’ve heard from stores is just their pricing is getting quite a bit more expensive. And so you see, companies like Stem Dot ayo who offers similar functionality at a much lower price might come in, they’d jump up significantly this year up to the number two (2) spot. So, those were kind of the trends I’m seeing. For disclosure we’ve had the Claygo sponsor of our podcast. YAGPO use to sponsor us and Shoprite sponsored us in the past. Mark: Right so that might be infusive but I’d want to share something, cause I think you’ll actually appreciate this. I’m working on a client right now and hopefully, let’s say business here soon, tell me last time you heard this: He’s on Yahoo! shopping card. Andrew: Well occasionally we get somebody on the forum saying “Hey, I’m on Yahoo! stores, should I migrate or how do I migrate.” It’s always an entertaining thread to read. Yeah, that’s– curious people laugh. Mark: When they told me that, It’s like “Woah, I haven’t heard that for at least like five or six years. It used to be the gold standard that everybody used. Andrew: Well, I think- I mean, if you look in the cell that’s probably a decent positioning stand point for someone who’s careful of migrations and reason. I’d still say “Hey!” but you know, I’m sure there’s some incredibly converting Yahoo! store sites out there but you can probably modernize and probably get thick enough conversion, it’s a rebrand, it’s a nice value out of your– if you’re going to buy this thing. Mark: Yeah, that’s an interesting listing, which I’m sure a lot of people will be looking at once it comes out but yeah. So , let’s talk a little bit about Magento and fact that there’s– I seem I heard a little bit, my only foreign in E-commerce that I wrote a blog post on this years ago but it was kind of disaster for myself. My foreign in E-commerce side, what with Magento and– My goodness, I had so much trouble with it. What do you think the problem is with Magento. Are they just losing out at Shopify or are there problems that are kind of inherent at Shopify. Andrew. It’s– I think it really depends year-use case. It’s–Magento’s incredibly powerful. They’ve got a decent eco-system for a lot of their extensions but it’s just so complex. Like I’ve been on multiple shopping cards; Zencard, Shopify, Magento. And by far, the hardest one to customize was Magento. Even just changing layouts around on the homepage was a nightmare and I– so I think, I think the problem is, is that it’s-it’s very powerful but it’s much more complex than your average store owners specially in the seven (7) figures is going to need. When you look at the benefit of having full customization verse’s the benefit of ease of administration and up key maintenance Shopify or another Host solution just makes, just makes more sense. And I think that there, when you think about it, if you do actually need to have access to the code base to be able to fully customize your site which is definitely–there are definitely stores out there that would be able to create custom functionality, be able to put together custom integrations that you can, with maybe some hosting solutions if the IPI’s would allow it. If you need a hundred percent customization there are other cards out there that maybe– a little lighter way or quite as heavy and resource intensive and hard to customize as Magento that are probably a better option for people on that seven (7) figure range. Mark: Yeah, alright, cool. I want to go to the first point that you brought up, and that is, that revenues are up across the board from a review that you’ve seen, which this is something that is seen across the board as well with the business that were selling right? The business that you’re selling, the values just seem going up, up, and up. And I don’t know if this is a maturation or the industry just businesses that have been around longer and now are a richer skill or– really what’s behind it? You make a point in your report here about– where is it? That would be the margins, the cross margins seem to hold up as well. Can you come on a little bit on the margins that you’re seeing on E-commerce. I think the margins here– seen: growth margin, average of 39.2 percent and that margins of 17.4 percent. What is the trend to start with bend with that and over the past few of these revenues growing that’s all same level? Andrew: Yeah, So this is something that surprise me, with how much Amazon is growing and how, you know much it’s supposed to talk about. Our margin bends this opportunity. You would expect that margins to come on with more pressure this year. What I found was that they didn’t slide as much as I thought they would’ve. Tiny bit but not very much, like you mentioned, the growth margin was 39.2 percent I think last year was a little bit higher, like 39.7 or 8 percent so it sled like a tiny bit but not much and same on the net merchant this year it was 70.4. I think last year it was 70.8 or 9. So it came down a little bit but nearly as much as I was expecting to see and if you look at the margins of stores for selling primarily on their own platform versus that are primarily selling on Amazon. This might be interesting for people, the growth margin for people primarily signed on Amazon is thirty six (36) percent versus 40.4 percent selling by their own store. And neither I expect that because Amazon takes a fee and new work fees that pays on top for Veer store. But even when you count for all the fees and the advertising you get bend your own store versus Amazon. You’re still going to set a better margin selling on your own stores 17.7 percent after all said and done versus Amazon which is 16.6 so that’s kind of hell of margins broke down this year. Mark: That’s fascinating! Something that I feel being of interest with a lot of buyers is this average growth by business model and the format. So obviously with E-commerce you have a lot of different ways that you can do E-commerce and I’ll get buyers sometimes say “Men, I want to buy a business.” “What are you thinking of?” “E-commerce.” “What type of the E-commerce?” I don’t know. Okay– You have to understand like, in E-commerce there’s some significant differences. Drop shipping had growth of 32.7 percent recently 27.6. I’m actually a little surprised to see more growth in the drop shipping category than in reselling category. Andrew: I was too. I was very surprised to see that. And one of my guesses about why that was, just a guess but this last year, Shopify bought Oberlo, I believe it’s that pronounced, the integrator with Ali Express. You kind of have seen a significant up taken in people using that drop shipping from China via AliExpress model this year or last eighteen (18) months and I wonder if that– part of that is a responsible fact ’cause looking back at last year’s report, if I remember correctly, drop shipping was– had the lowest growth. I think our selling beat it out. So, I wonder if that is what potentially changed the tides on things. Mark: Yeah, possible. And in all fairness you list here the percentage of stores that are also have flatten beckoning revenues and drop shipping seems to be just kind of split right down the middle here. You have thirty three (33) percent, basically growing thirty three (33) percent that are flat or declining so they’re also– although they’re doing okay there is a number that are also in a hurting category. Andrew: Exactly! yeah, Exactly, about a third of drop shipping business is at either flat or in declines. So last year, again surprisingly it’s–I was– seeing the numbers, having a drop shipping business myself, whether reasons I sold that business was because I saw they had wins with drop shipping, it’s pretty much more difficult with Amazon and with some other forces and last year you stated, the merchant fifty (50) percent of drop shipping stores were either flat or declining. And that’s come down significantly where you’re only thirty three (33) percent or in that category now. So I think part of that is potentially or below, I think part of that is just an improved year. But when you look at the stores in the other categories in rough shape, either stalled out or shrinking, you’ll see much smaller numbers. Any more from fifteen (15) to twenty (20) percent for all the other categories, reselling private label, manufacturing. So yeah, so definitely some stronger areas, I think still drop shipping– there is still drop shipping business I think that work well. It’s just a much harder nut to crack and you really have to be able to have a good way to add value outside of the product because you’re resetting commodities and come on in and sell this as well. So it’s just trickier to get right at it. Mark: Right! And I think there are some industries back with the shoverey I had into E-commerce with doing gun safes. It’s going to be not very realistic to the warehouse. Gun safe in most cases once you’re doing very large volumes just because the shipping cost or so, so high regardless what you’re doing. Andrew: Right. Mark: So there are some businesses that land themselves to that. I think it should be no surprise to anybody that private label and manufacturing seem to be the biggest winners with forty three (43) and forty two (42) percent on every forty three (43) percent both the categories were growing and only twenty one (21) of fifteen (15) percent of those categories respectively were shrinking. Andrew: just to clarify mark, that’s– so for private label and manufacturing that’s the actual revenue growth rate per year. So private label will be growing like forty three (43) percent and manufacturing growing in about forty two (42) percent per year. Mark: Okay! Good! Good clarification. Fastest growing category. Is this something that we could ask all the time or what businesses are hot now? Which should I be looking for a buyer or looking to buy something? At the top of your list pet supplies which isn’t a huge surprise whenever we get a business that deals with pets. Oh men, I think just flies out the shelf when I get someone with inquiries on that. But I’m well surprised about food. Andrew: And I’ll put on a disclaimer on here. We have forum of fifty people respond, you break down, let’s say twenty (20) or thirty (30) categories. We do not have growth bust to this as I would love and I imagine that if we got– if we have five (5) thousand, I’m sure that this numbers might be a little bit different. Take this with a little bit of a aggression that if we didn’t have–we had almost no data points, these are coming off to history businesses to come off you know. It’s nine (9) or ten (10) or more businesses so-. But yeah food is on there and I’ve seen, and I told you, a handful of businesses doing well in the food space over the last year so, That was little surprising but yeah, definitely nonetheless. It was coming in about fifty six (56) percent year over year. And again another carry up for this is again our stores are in a small in a high six (6), seven (7) figure range a lot of them so, you probably want to see high gross rates here than you would, just across the board for any businesses but still strong show food. Mark: Yeah! and probably one of the most eyed- piece of data that I’ve seen in to support in again. I’m focusing a lot on this one category because I think it’s going to be interesting for a lot of our buyers. Men’s clothing, thumbs up! Women’s clothing, not growing as fast. Such an interesting this really. Andrew: Yeah! I mean it’s not even-it’s a huge gap. Fifty three (53) percent, men’s clothing and accessories versus twenty eight (28) percent in woman’s clothing and accessories and I think it’s– I think part of that is just you have– I mean woman’s fashion, I think is more saturated, more– just traditionally. And I think you’re starting to see more interesting kind of men’s apparel come out. Specially direct to consumer, men’s apparel and– yeah it’s almost current twice as fast ’cause I just think there’s more room than there is much competition. There’s still, I mean your apparel, not an easy place to be in but men’s versus women, I think men’s probably much easier place to make money right now. Mark: Yeah, absolutely! So, last, put them in a do with the steadily commerce– clocking pretty quickly, I think this is probably the funniest question I’ve seen, anybody ask on survery about your favorite entrepreneur. How did you select these four entrepreneurs. And the four that you choose likely just set anyone, let’s see: Ian Moss, Richard Branson, Mark Cuban, and Jeff Basels. Some of those makes sense, how did you slot those four? Andrew: Oh, I got to have Basels on the right ’cause he’s the you know, king of E-commerce. The other, I was just trying to come up with, with four well-known billionaires, the idea of being cool, do you know what billionaire who you want to have lunch with and just top up of my head once that came to mind that were worth the billion dollars at least is Ian and kind of just came to me quickly was those four, kind of those than that. Mark: I’m actually surprised Ian Moss by large margins. Andrew: (laughs) You want to be the– Almost thirty (30) percent it was Richard Branson, second was twenty five (25), Cuban twenty three (23), and Basels. Surprisingly or maybe not so surprisingly given this is an E-commerce survey and– some people in here, a little help with the others as well, was Basels with 22.2 so– Mark: I’m not surprised at all. I was really hoping back think we are can you get to it this time, so maybe we can do it at future episode, I was really hoping to talk a little bit about you’re experiences on your own businesses, your own E-commerce businesses and what that was like because you self-sold, you didn’t use appropriate off those and I think the first one you did– Didn’t you do a public auction with that? Andrew: First one? I did and it was kind of strange and I think you were kind enough to retouch me after that and give me some tips and talk to me about it in a real gracious way. I did it was reverse auction, so the way it worked was like I listed the site– well first it was– everything was publicly transparent as you know most of the sales that you do, fairly quiet about the financials, the instance, the data. And I– the options, I published all the financials, all the key things, there was a few things I held back that might have been easy to rip-off the business with but ninety (90) percent, for PINO balance sheet, all I can have set, I made public and– so that was one part. Second part was I do the answer, reverse auction and so the price started at a hundred and ninety to eighty five thousand dollars, and then every week would drop by ten thousand dollars until somebody decide they wanted to buy it and I had someone, I think at the first week of before evening drop, and take it up. So it was kind of a very unorthodox way to sell a business and only the first one to say I think I lacked out on getting a great buyer from the out set that we work well together and close the deal. I very much could’ve blown it in my face, but -yeah. A little bit different. Mark: If somebody wants to look at that, you can do a search on Google for E-commerce fuel and sign E-commerce business. I believe it actually come up in the third results, if I’m not mistaken or we can make it easier and link up our show notes, and some one will like the post . Andrew: Also, new link for the show notes and also if you could Google E-commerce fuel reverse auction or reverse auction “trollingmotors.net” That’s the name of the business that might pop-up as well. Mark: That’s right, remember that new E-mail do you have? I mean it was completely selfish forums on my part, I just wanted to be in front of the audience so– Andrew: (laughs) Mark: But see you got a lot of really cool resources available in E-commerce field obviously there is a form which is you have to apply for in order to get in to say no that you’re going to get high quality members there. You guys also have a job board that you release in week. I think it’s so , discretion it’s so often to people who buys site and who want to have fines with good confidence and help. I don’t really recommend anything to people but you guys just recently started up a job org. Andrew: We did, yeah! That something we saw was a both kind of a gap in the market and also just like you said, something our members are having a hard time with was finding a really good quality E-commerce talent. and our job award is focused on E-commerce directors or managers kind of high level. You know people they can run an entire operations for an owner as well as exceptional marketers PPC, E-mail Mark any things like that and exceptional customer service reps so people that are really good on customer service over the phone or email or chats. So that’s our job board list in the positions we really focus on, and try to– try to build a community, a job board that’s healthier so that when you run a store, you know where you can go to get in front of an audience of people looking for dispositions and if you’re lucky to get the E-commerce world it’s a great place to going to be able to find an opportunity, hopefully to get plugged in and you can actually find that at ecommercefuel.com/jobs. Mark: you’re going to owe me a lot of thanks, I’m going to send them, all on the show notes. Andrew: , So Mark, I will happily send you as many links– [inaudible 0:32:58.6] I bet that won’t be a problem. Mark: Of course, it’s been an awesome state of Merchant report, this is your second doing it, is that right? Andrew: Second year doing it, hope to do it every year. And yeah– this is the second year. Mark: It’s also lot of work to put together but there’s few things I look forward to. As one of those things I look forward to, I think there’s actually really good data insights in this report. Anyway that’s been invite, or anyone who’s in E-commerce space in general. This is something that you want to check out for sure. If you are not familiar with the E-commerce fuel I would definitely recommend checking them out and I know I’m completely endorsing you, this is not something I normally do but I really do believe we should do in over there at E-commerce fuel. I know so many members there that they become friends of our company and personal friends as well. I like to brag about things that I think will actually help people and honestly your group is out there helping a lot of people in space. Andrew: well thank you, I appreciate the kind words, Mark. And one thing I wanted to mention just on a say the merchant if you’re a daily geek and you want the add the numbers or your smarter than me which is almost certainly the case and one plots some more insights from these, we make all of the data just openly available so you can go to the webpage for this post and download the full data set so by all means a stats measure or try to do the best I can but if you want to -if you have insights you can plot of it we do make whole data set available for people so, Mark: Yeah! and if you pull on any insights send an email over to Andrew, just let him know. I’m sure he would love to see it. Andrew: I’d love to hear about it, yeah , please do. Mark: Cool, Andrew thanks, so much for coming on, I hope to have you on some time in the future. Really, really appreciate it. Andrew: Mark, thanks for letting me, you know, the invitation and for the support that you’ve given the- to our fans, to our community over the years. Appreciate that as well Mark: Cool, alright, well hey, enjoy that vacation! Andrew: Thanks appreciate that! Links and Resources: eCommerceFuel State of the Merchant 2018 Story of Andrew’s first eCommerce site sale eCommerce fuel job board

What are the different aspects needed to grow a sustainable business that is transferable and valuable? Today’s episode is all about planning a successful strategic exit plan when selling your business.  Whether it be online, offline, or hybrid, how you lay the foundation for your business is the key to a smooth transaction even before you start the process of selling. We are talking with Ryan Tansom, a fellow podcaster, consultant, and successful business seller all about how he turned his sale into a springboard for helping others accomplish a great exit. Episode Highlights: How a strategic exit compare to a financial exit. Figure out how to align growth strategy with exit strategy in order to get what you want out of the deal while taking into account the financials, the company culture, and the potential legacy involved. When an offer comes to the table it is important to weigh all the variables. Think about any way that the buyer can do to add to his profitability. Show them all the things the things they can do and package it up for them. Network early and often with people who align their motives with yours. Make sure you know what the buyer’s business continuity goals are. From knowing their goals you can come up with ways to fill their strategic plan. Understand the industry on both sides of the transaction so that you can design how the business can look for a strategic exit. Prepare early for the sale of a business so you don’t get any nasty surprises during due diligence or negotiation. Ryan lays out the framework of a strategic sale. When strategic exits work and when they don’t. Transcription Mark: Joe, how are you? Joe: I’m good, feeling old and tired but pretty good how about you? Mark: You are old and tired and I’m catching up quickly. Joe: But I’m not cold it’s 63 in North Carolina today and you going to get snow this weekend right? Mark: Stop it, Stop it, by the time this episode airs it’s going to be a beautiful year and I will no longer be recording episodes, I’ll be outside enjoying it. Joe: Yes. I mean 36. Mark: Something like that, alright when we talks to people that want to sell their business, pretty common scenario, they’re looking for a strategic exit or maybe they’ll say, you know, we go to the whole valuation process and then they come back and then say “I’ve got a couple of companies of mine that might be really good fits to acquire the business right?” Nothing about strategic. I’m sure you get the pretty often on your side. Joe: Sure. Yes. Mark: Yeah, right. So strategic, how do you actually do them? Are they worth it? Do we actually get more money from them? That is the subject of today’s interview. I sat down with Ryan Tansom. Ryan has his own podcast which we talk about a little bit, but he’s got a really cool story, he and his dad were in business together in a traditional offline business. They are selling copiers and had all sorts of contracts there. And they went to the process of merging that company with another one. They first try to sell the company, and found out how difficult it was, then they spent some time retooling in and really planning their exit, and after they’ve retooled and planned their exit they were able to do a deal in just a few weeks. So his whole thing right now is to help people plan their exit and build value on the business at the same time, but I wanted to talk to him about how do you plan an exit if you want to do a strategic sale? Does that make sense? That you actually get more money from it and what are the chances that’s going to happen? This is a fascinating conversation. Joe: Good. One thing that most people don’t do, and that’s plan their exit. They usually just wake up one day and decide, “I’m tired I want to sell the business I’m ready to move on, So you know I’ve talk to Ryan a number of times and I think He’s life experience, what he went through  with his business with his father trying to sell finding, it was difficult and then actually putting a plan together and deciding, when he executed that plan and he’d sold the business very quickly and I think to a strategic buyer. He learned a lot and he’s sharing that with people now. So It’s nice that he’s got the first hand experience in the sharing with people and I think he does a really good job at it. Mark: Yeah, and so in this we’re going to talk about what do you need to do to get strategic exit setup and not surprisingly, it’s a lot of the same stuff you have to do  if you’re going to have a financial exit or a regular market type sale. Just take a little more upfront work and we talk about the chances of it actually happening. I also talk about how that it’s not always the best thing. The very first business I sold went itself to a strategic exit. We ended going to a financial buyer because they actually got more money from it so we talk little about that as well. Well we get on into it because it’s a lot good mini topics in this episode. Joe: Let’s do it. Mark: Ryan, hey how are you? Ryan: Good Mark, how are you doing? Mark: Thanks for joining me. It’s been a while since you and I met, well I think we’re just talking about this a year and a half ago or something like at Caribou Coffee here in the Twin cities. Yeah you’re local to me which I like. Ryan: I know we’re local yet we’re sitting here on video right? Mark: We should’ve done the very first podcast with [inaudible 0:03:58] and where he would have be like saddled up right next to me. Alright cool, well on our podcast we like to better a guest introduce him selves, probably because we’re really lazy and don’t like to do the upfront research but also because guest  do a better job at introducing themselves. So could you introduce yourself a little bit to our listeners? What is your story, what’s your background and why are we talking. Ryan: Yeah, I appreciate it, I’m glad to be on the show I’m usually the one doing the interviewing so this is actually a lot of fun. So Ryan Tansom, my Dad and I had a family business kind of a little bit of backdrop back in 2014 we end up selling it. He grew it from the ground up, bought a semi [inaudible 0:04:32] of copiers in the mid 90’s and ended up growing a very substantial business that I think we’ve topped for about 20 million and a hundred employees, and I joined the firm full time in financial crisis, and it was pretty much lot of all hands on deck for the seven years I was there. It was.. We realized that company was not sellable  because there’s a private equity firm that was buying out platform companies in each marketplace, and we have the opportunity of potential to be one of those, and they passed on us so we spent pretty much in next 6 years, 7 years going. Okay what do we need to do to build a sellable business that either I buy it or we sell it to someone else we didn’t really know what were options so we just roll up our sleeves and did a bunch of stuff. Build out the outsource, the IT. Remarketed ourselves, did a bunch of stuff, and then in 2014 ended up selling it to a local competitor here which the sale went very well financially, but we left a lot of money in the table from a lack of tax planning and some other deal structure that things we could done creatively, and then also we found out a strategic sale like that that there’s a lot of redundancies, so I ended up having to fire a lot of my good friends, and family and the employees, so since then I’ve been in a mission to figure out how do you align your grow strategy with your exit strategies so that you will get what you want, regardless whether it’s financial or you know, anything associated with your business that you know, whether it’s legacy or culture, and stuff like that. Hopefully I sent too much but it’s definitely the backdrop of why I’m doing what I’m doing. Mark: Alright so there’s a lot that we can unpack here and we’re going to have try to pick a branch and go with it, because I think there’s a lot that we can unpack here. Business that you and your dad sold, this is more of a traditional offline business right? copier sales? Ryan: Yeah, where on we have15 sales representatives that were knocking on the doors and I wish we would have done something that would have been a hybrid, and we would have probably gone that direction, had we, continue grow on the business, but I think, you know, every offline businesses, which is what we were, has the opportunity to have the hybrid online stuff that a lot of that community that you’re involved and I’m involved you know. Mark: Yeah, I think a lot of the online community is moving towards this more traditional business model, at least in the E-Com Space and you’ve seen it all. So in the and largest as company, because they do develop our staffs and in onboarding, customer service and all that. So similar to your stuff.. So I guess, let’s talk first about the fact that you left money on the table, with your.. You spent six years trying to hammer the business industry, I think there’s a discussion in there on it’s own, like, how do you line your crawl strategies and your business strategies with an extra strategy, but I like to know a little more about the money on the table. A lot of times when we say people leave money on the table, that’s because they have maximized the sale price of their business, but were there other areas where you’ve guys felt that you left money on the table? Ryan: You know, I think yeah, there’s a lot of different variables in this, and you know, I’ve got a Podcast too. I’ve interviewed lots of entrepreneurs that have soul and I’ve tried to unpack this exact topic as well and there’s the “Hey there’s a price so I might want to give you 2 million dollars for your business” it doesn’t mean that you’re getting 2 million bucks because you’re paying taxes, so there’s the whole deal structure whether it’s asset sales or stock sales, or how the deal structured from earn outs, from an SBA loan financing, whatever it is, you know, when someone starts courting you, whatever dollar amount is thrown out, there’s a lot after the fact than what actually comes in your bank account. So whether that’s a tax planning, the deal structure, you know, escrow all that kind of stuff, and then there’s the maximize the value of the business, so there’s kind of, two different key components to it. Mark: Yeah and I think, just by way of example, within online businesses, say that your [inaudible 0:08:10] corp, and somebody wants to buy your business for 5 million dollars. Great, and they’re getting an SBA loan and everything looks good, but then you get to it and at the end of your purchase agreement there’s this asset allocation agreement that’s to how is this been allocated tax wise, and the buyer says “Well, we want to pay, out of 5 million, we want 1 million to be your salary for the next 2 years for consulting, that’s part of the purchase price” well now that comes at ordinary income tax, cruise up your whole tax, percent tax situation.. Ryan: Because you know [inaudible 0:08:41]? Mark: Yeah, how much are you getting from that point, and you’re from, for buyers trying to relegate towards income, makes sense because they can learn it off in a way, because they were going towards assets, it’s a long period of times that they can make that of. So, there’s a lot of, like you said there’s a lot more complexities there, in terms of the deal structure. So let’s talk about maximizing the value, the dollar amount. Did you feel like you guys left some money on the table with that? Ryan: No, actually we did as much as we could of, because our business naturally.. I got it appearing to what is the, honestly the best kind of business because we had contracts, that were locked in with reoccurring revenue, backed by bank financing, we’ve bundled them with maintenance, so like, if you want to buy, manage IT services with.. You know, bundle them with servers, firewalls, maintenance, copiers. I mean you’d be bundled in finances and then, it’ll be 60 months typically and it’ll be in.. It’s as good as a mortgage, so when you’re looking at what we did and what our industry.. It wasn’t something that we were like geniuses or anything, either the whole industry, I’ve been gone that way and I think the whole industry was built of greedy sales people. In reality it was good as mortgages because you can’t cancel. So, it didn’t really matter when you think about a strategic sale like that, the relationships of the sales people, the admin, all the infrastructure was redundant. Because we can literally just take a bunch of paperwork and give it to someone else. And so what you’re mitigating less on the sale on like the, EBITDA, multiples, because the cash flow is not the situation, it is your Han dinging over contracts. So I don’t think there’s anything we could have particularly done on that aspect to maximize the sale of the business, but the industry itself taught me, what, “we got lucky, is pretty much what it came to” versus “we could always use other business, where it might be, a 50 million dollar consulting company and there’s nothing to sell besides a bunch of people”. So, I realized, after the facts that we got lucky and there’s a lot of other ways to maximize the value of the business from the strategic operational side of it. And then it comes down to, we sold a couple of branches prior to selling the corporate headquarters, so the first time we sold our branch we got  about half the price because we didn’t have preliminary due diligence done, they didn’t trust us, we couldn’t get the right documents and all these different things so there was technical stuff on that aspect that we, by that time we ended up selling, we knew what questions are coming at us and why. Mark: How did that impact the price the second time around? Ryan: Second time around when we ended up settled…  I mean we closed in 2 weeks. Mark: I know how. Ryan: Very substantial sale so average closing is, either we talk in months and months and months, either because, we came there with a package and said this is exactly what we have, here’s our profitability, here’s where every single dime goes in and out of the business, here’s why, here’s our, I mean employee contracts, customer contracts, lender contracts. I mean everything was just ready, versus the first time and we knew it was like, we’re bumbling idiots. Didn’t have any clue what they’re asking and why. Mark: Yeah, we’ve created a very simple paradigm at Quiet Light Brokerage that we call the 4 pillars of value and that is, look at the risk of your business, the growth opportunities, how transferable it is and the last one would be in documentation. Now I think sometimes people take that documentation that light as to.. Well, it may not really make that much of a difference on the value of the business, it’s just going to make it easier, actually makes a difference in the value of the business too. Ryan: 100% yup, I got people that I know, that I’ve interviewed and talked to, where their value actually went up by 30% because.. But with a click of a button, especially by drop box these days and software where you can, “Hey here’s everything” A – you can get more buyers at the table quickly, if you can do that instead of having threads through all these documents, but, you end up as the seller end up guiding the process more than the buyers. Because in the marketplace 90.. No, plus % the time the buyers are coming in there and they’re going to find every reason to discount that companies so they can  make in return.   Mark: Right! and on top of that it’s risk right? So a buyer takes a little good in business with poor documentation, and they don’t know what they don’t know. And so they see that as being risky and they will discount an account for that risk as well on the purchase price, and you don’t have your stuff together, you can’t defend against it. Alright let’s talk about strategic sales. Because you guys did a strategic sales and this is something that I find a lot of questions on. First let’s talk about what was the difference between a strategic and a marketplace sale in your realm. Ryan: So it’s my world it’s every world right? So a strategic sale realm, let’s start with the financial sale. The financial sale whether it’s an ecommerce business or if it’s a traditional business or whatever it is, someone’s looking for a cash flow. What’s transferable cash flow? So if I want to buy Quiet Light, if you guys are dropping a half a million bucks to the bottom line or whatever it is, I want to.. How transferable is that? So that’s where the multiple EBITDA comes from. So, if I can buy that chas flow without having any risk that it’s going to decline, and you apply a multiple which is how many years, what’s my rate of return that I want,  3 years, 5 years, whatever it is, and the more transferable that is the higher the multiple goes up. So, I mean someone that’s looking for cash flow as a lifestyle buyer, a private equity buyer, I would say that there’s also strategic financial buyers which is someone that understands MNH extremely well and knows how to do this, that’s kind of like a hybrid. So they’re looking for cash flow and they’re applying a rate of return based on the risk of the business and the asset. Then you and this strategic sale which I think is one of the funniest ones because every business owner, every entrepreneur that I sit down in front of, or I talk to, you know your business, you’re intrigued better than anybody else out there, right? So you know who you’d partner with, where they collaborations with you, all these different things, and I don’t want to say the multiples even they go out the window, but it’s more of how fast, in terms of, if thinking of rate of return from 3 years to 5 years, or wherever the buying might be, and the rate of return is, how fast can we pay for that? So regardless of the EBITDA, now you’re saying “okay well, are there complimentary products and services? Is there a cross pollination between customer list” Is there horizontal ways, there are vertical ways you guys can expand, and if you can think about everything in the terms of the buyer, the strategic buyer and what they would do with your business, you can literally model it out for them, how fast they can pay you for your company. Mark: Yeah, so this is great. I want to talk about this because we get this question, wow goodness, probably one out of every four or five people that contact us to sell. One of the very first things that they say is “Well I have a few companies of mine that might be a good fit for us” and they’re thinking it in terms of that like strategic sale, they think it’s going to be much more valuable to them and there is some truth to this the webhosting industry it’s a classic example, webhosting, at the very first I sold working with Quiet Light Brokerage, first started Quiet Light Brokerage was a webhosting company, and webhosting company has a tons of roles because it has a bunch of user accounts that is on our servers and it’s very easy to migrate that user accounts over to another server, keep the packages the same as really just paste and transfer it **** sometime **** and a monthly contract so it’s really really easy without transfer overall stuffs, so like you said all of the expense profile of those companies you do really care about that because if I me acquiring a company I already have those expense profiles. I know what to cost me to host for 500 clients, so it will become a client count. Now when you’re talking about strategic sale, like I said, there is not only to redundancies which you dea’lt with, first hand, it sound like,  in your sale redundancies where you have multiple sales people doing the same thing so you a lots of people go, but there is also the synergies of my crop up with one company that is a name in an industry right? Ryan: Right! And there’s [inaudible 0:16:28]for us, it was, that we didn’t sell telecom. It was the one thing in outsource, the IT in office technology that we didn’t do, since okay, we got, you know, 2 or 3 thousand accounts, how many people can you sell telecom to? A lot, probably. So that is not guarantee in profit that they’re going to make, but it makes a deal look better, you know, then you can make some basic assumptions or something like that, and then you know, cash or order discount on suppliers. We weren’t taking advantage of that. So we start to think about any way. Going to that buyer and saying, here’s all of the things that you can literally get packaging up for them, and you know, I think there’s some people that you and I know in Rhodium, and why see that, the reason that they start on their family to start in the retail, wedding industry, they got online… well, weddings usually don’t have repeat customers, you know there are couple every now and then.   Mark: Hopefully not.   Ryan: I usually do subscription services so, what are different ways that they can expand their products and services, because they have a crazy amount of volume that come through their doors every single year. Because they got a very good foothold in Minnesota here, but so it’s their robes, it’s their jewelry, it’s there. Other things that they can sell them and they know the volume of their customers, so you know, yeah there’s the sale or the purchase price and the profit but they’re more looking at do I build it or I buy it? So they know how long it’s going to take the opportunity cost of how long it’s going to take to build it, screwing things up, all that kind of stuff. Mark: Right, alright so let’s talk about how you would.. Let’s say, we have a listener out there, they own a business and they’re thinking, “I’ve really like a strategic sale just because my business is unique enough I think there will be enough benefit for maybe 3 or 4 companies that are sort of [inaudible 0:18:03]my industry. How would they want to go about preparing their business and thinking about that exit, a potential strategic sale. Ryan: That is a good question and I think you know this whole conundrum of exit planning and grow planning.. I believe that if entrepreneurs are running the business the way that they should and working on the business not in the business, and treating their business like an actual investment, then it is like, where are all the different options that I can sell to whenever and how fast can I [inaudible 0:18:29] so it’s being ready no matter what. If you are in love and addicted to a girl then you’re having a blast, great! But always be ready for industries that change, Google changes their algorithm, Facebook gets kind of a little bit a heat like they are right now, always preparing yourselves so that, the first and foremost is the due diligence, your docs, and knowing, and really cleaning up your financials because, if you can answer any kind of questions that even your friend would ask, the buyer is gone just, completely slam you down. So getting your house in order, the financials, and the due diligence is one thing, but then, thinking about, “Okay so these are going to be.. These five companies are companies that i can eventually sell to” Who are they and what, why and how will your decisions in the business affect where you’re going. So for example if one of the companies is running and you know, he is an Amazon merchant or something or someone is running on Shopify, don’t go build out a Magento, you know, spend 300 grand in Magento if someone that you’re going to sell it to is doing Shopify. I mean, that’s the same thing that we did. We spent 300 grand on an ERP’s because 85% of the people on our industry had it. That’s why we could close in 2 weeks. Knowing how you are spending the money and why in relationship to where you’re going to sell, and again, so if you think about, if your service has complimentary service to just someone else. Don’t go spent a bunch of money building out something that they have. Because you are not going to get a return so you’re going to spend, your immediate cash flow, but then you’re not going to get the attitude because they don’t seem [inaudible 0:19:58] I think it’s aligning where want to go and why and then also that strategic decisions that you are doing in between there. Mark: Yeah, alright I want actually bring a really basic level here, because the thing is important point to make special more talking about strategic sales. I think people get with the financial market sale where you take a look at the profitability of the company and you have Joe blow buyer come in who really isn’t related to the industry. We all know that he wants to get return on that investment after 3 or 4 years, you’d see that investment come back in so it’s pretty easy to apply a multiple. Sometimes when we’re talking about strategic sales people come and go crazy and they start thinking, well, look at all the upside potential that is going to come about from this and so they start lowering their valuation expectations through the roof because sometimes strategic do get really high relative valuations of this realm to the financials, that said, I’m going to make a very basic statement here and I’m sure you’d agree. Strategic still need to see an ROI, right? They still need to see a return of investment. Yeah so, what you’re saying is when you’re building out your company, when you’re really planning that exit and working on the company, think about the ROI that the potential buyer is going to have and don’t build something that’s going to super expensive for them to migrate it over, right? Ryan: Right and it’s like, so how we went about it is, I want to know this business, I want to know why they should buy this business more than anybody else. So like, I want to know everything about their business, I want to know exactly what their marketing strategy is, what their profitability strategy is, I want to know their strategy just as well as they do, whether you can or not. Because then you can show exactly how you fill their strategic plan, based on what they’re buying. Mark: Right, so let’s talk about modeling a little bit. When you’re talking about strategic sale in your case with your dad in your business, [inaudible 0:21:41] done in season staff and so, when you’re looking at presenting the financial picture to potential acquiring company, how did you go about that? How did you pitch it as far as the ROI? Ryan: So, I had like literally our entire.. I mean we have cash list statement and we learned a lot first time, right? So I knew every single penny that went in our business and why, so we did some serious cash flow modeling so we had our whole P&L, and then we had the forecast of what was going on to the sales and the cost of goods, our profitability, and I hacked a bunch of stuff through it, and I said okay, and I buy GL code Mark.. Mark: Wow Ryan: We did a.. Yeah, I know. Because there’s the, in the financial buy, there’s the add backs, right? So, a hundred grand might be 300 grand on the value, whether it’s being added to the value or not. So, usually in the financial buys, you want to take that off to increase your EBITDA, so that way it’s applied to the multiple. But in this system the same thing were [inaudible 0:22:41] you don’t need these people, you don’t need these servers, you don’t need these things because you already have them. So, that is all dropping to the bottom line which will then help them calculate the ROI’s so, we just looked on them and say okay, here’s how much of the expenses you can take out of this, with these assumptions and then move back and forth, you said, what we actually need these people, we need these things, and then you’re just negotiating back and forth but it was not more in the add backs, it’s more of understanding the redundancies and the strategic value behind this. So it’s a similar exercise but, you know, and now comes actually kind of the same but it’s more specifically to operations. Mark: Well on the key pieces I think, needs to be understood is you need to understand the industry and the business itself. We work for the financial, forex leads site, this was several years ago. And they were getting lots of leads that they were selling and they wanted to arrange a strategic sale to a forex broker. Because they knew that they were jittering these leads and so that the equation really became okay. We know how much we’re getting paid out on their [inaudible 0:23:43] basis for these leads. But as a forex broker, here’s where the dollar amount for the valid leads are, and now we can start modeling our what does this look like, how much revenue is this site really making, from a forex broker’s standpoint and then the other value proposition there. Ryan: Yeah it’s literally of about knowing both of the businesses and the industry as well as you possibly can. So you can just design exactly how it looks. And then you backing up numbers, you know, I’m just kind of making some other things up but like, you and I have talked and I think that was when you were on my show, we’re talking about the hybrid of the online versus offline and so, if someone has literally the best data ever on their drip marketing, their automation in their online marketing and knows exactly the entire cost of acquisition of one wheel, and whether it’s Facebook ads or Google ads, all of what the email mark and you say “here’s how much all this stuff cost,” they can go in and if you’re going to [inaudible 0:24:38] and sink that up with an offline business, like there’s some huge power there because you know that they’re not doing that potentially. So you can, there’s just so many different ways to design that I guess. That’s kind of the fun part. Mark: Yeah and the nice thing about strategic is that there’s really, you have the ability to blow a traditional valuation out of the water, right? That’s one of the big advantages. Transitions can also be a little bit easier because they already know the industry and so you don’t run saying “here’s how you do this little process that you should probably know anyways” it’s a little easier to transition. When I talk to people about doing strategic, so I often tell them that I don’t think it’s a good idea for them. And the reason I say that is mainly because they’re difficult to do if you haven’t been preparing. How long do you think it takes to really prepare business for a strategic? Ryan: So I think maybe I’ll go back with remarkable steps which is what’s the order of operations I think you should do to do this correctly, right? So kind of the assumptions to repeat is beat your foundation setup, build your financials, build healthy business from recurring revenue, the clarity of all these different things, making sure you don’t have a bunch of concentration in one client, all the typical ways of de-risking your business and if you’re striving to make a healthy business like that then you’ll have lots of options. So at the bare minimum, you should be able to sell to a financial buyer, so then called to 3 to 5 times multiple EBITDA. So you know that, financially going okay, if it’s 200 grand, I know that I’m going to be getting 600 or a million. Whenever it might be, right? So I know that’s how or that’s my target. But with a strategic sale, you could completely blow it out of the water, but that’s kind of like hunting. It’s hunting for unicorns or really specific synergies so you mention 5 people, that’s fantastic but, what if they don’t want it? What if they’re struggling? What if they don’t have the money? Don’t have the ability to get banked? All those different things. Those are things that you don’t know and yes you should work towards them so I think, to answer your question, I don’t know but really helps with that, it’s like, we knew our buyer. Like  half of our employees has hog back and forth, you know, we’re in the same industry trade associations so, I actually had taught the woman I interviewed yesterday at my show, she would have spent 2-3 years building and fostering those relationships, so those people could have been at the table. She didn’t do that, so this is more of a relationship building, going in Rhodium Weekend, going to the YC Events, going to [inaudible 0:27:00] all these different things where people build relationships. And then what ends up happening is, I [inaudible 0:27:06] the bar over a napkin, and then you’re back in the stuff. Mark: Yeah absolutely, that’s actually normal when I [inaudible 0:27:13] people that want to do strategic is, if you want to know strategic, 2 or 3 years down the road, contact the companies now and don’t say “Hey I want to sell to you” just contact and do that real networking stuff and get out there. Once they’ve become aware of your company, and you start to learn each other’s companies, then you can sort of see that conversation for down the road. Ryan: And then you get out on their radar, right? Because you’re not on their radar otherwise. So, there was actually a really interesting story that I heard Mark from one of the guys I interviewed in my Podcast, where he was at a trade association, he started talking one of the base competitors and he goes “Why don’t you buy me?” and that’s how he started and they started, you know, BS and then it went around and then the guy has said “You know what? Let’s have a [inaudible 0:28:00] every 6 months call to see how you’re doing” and these people literally told him exactly what to do, so they could buy him. Mark: That’s great. Ryan: That was super unique, right? His name is Norm Brodsky, he wrote Street Smarts and he was a part of the small giants book, so he’s on the cover of [inaudible 0:28:16] and a lot of exposure but like, I think the concept is very unique, because if you wanted to buy my business, why don’t you just keep telling me what to do, and if everything works, I mean, like I said it’s kind of a shooting for the starts, but I mean, you got really nothing to lose at that point especially if you don’t need to sell. Mark: Yeah alright. So you said a couple of things a while ago, I think is a good foundation I have and this is a general advise, and feel free to disagree with it if you disagree with any of the advice that I typically give people and respect them on this. With strategic, yeah you can get the out of the water valuation sometimes. But it all starts with first making their business safe, financially viable business and in someone that you can sell in a financial market. You are dealing few buyers, this is probably the biggest obstacle to a strategic sale, you might have half  a dozen companies that can potentially acquire a business and the sake people make is they went in and say “I want to sell my business” then they called ABC company and ABC company’s saying “Yeah we don’t have a million dollars” or “You were not in our annual budget this year” or “Acquisitions were not in our plan for this year”. Ryan: Right, I’d pause you there for a second. They may have the money, but like, everybody’s busy, right? So what if they’re developing their own software or doing something else, they might just not have the physical time to integrate the two companies. Mark: Right. Yeah absolutely. So you need to have that relationship in place and it has to make sense as being a natural evolution. Kind of like a marriage, right? I mean.. Ryan: Yeah, totally. I mean, you’re partnering up with someone. Mark: Yeah, and last thing I would say is, take a look to see if actually does make sense. That first company that is sold, in the webhosting space, I could’ve sold that very easily in a strategic sale, because there was so many strategic happening, we did a financial sale because we knew we’re going to get more money. So, where you can often blow the top of the valuation with this strategic, it doesn’t always happen that way. Sometimes financial actually does work a little bit better. Kind of a weird, odd case. Ryan: Sorry you’re.. Mark: No, go ahead please. Ryan: I think the one thing to that people really need to think about, because you might blow the valuation off the charts, but I tell you what Mark, the reason why I do what I do now is because we got the financial target that we wanted to hit, I literally had to fire 60 of my friends and family. So if your culture in your employees and the clients.. You have to understand what’s important here because in a strategic sale redundancies are huge. So, how will you stomached that afterwards? Like going and calling all of our employees in, they was way at 85 or something like that at that time and they only kept [inaudible 0:30:47] I mean like, that’s literally the stomached ache. Are you going to be proud and happy about what you build? Is it just a financial target that’s fine and you have people dispersed across the US and there’s a lot of VA’s and you’re not orally loyal to them or if there’s people that you care about, like they are role playing that strategic sale I think is extremely important so you can calibrate against all your options. Mark: That’s a really, really good point. So what do you do now? What are you doing these days? after the sale, of course. Ryan: So other than being in the Podcast just like yourself, so, we have a company called GEXP Collaborative, so, it’s Growth and Exit Planning collaborative, that’s what it’s stands for, and it took a lot of time, over the last for years.. Exit planning I think there’s some negative [inaudible 0:31:33] to it because you might not want to sell right now, but it’s literally both having a good business. So we combined the two which is growth and extra planning because it’s like, we’re talking about what are your plans and then how do you back in to all your strategic plans, they sell where you’re trying to go with you options and I found some amazing people in the industry that have different disciplines because you got legal, finance, the front insurance, deal structures, you have the business brokers, you got all these people, and they all play a roll, and how do you back into that plan? So, if you kind of think, we’re almost like a building, If you start a building you start with the budget and a blueprint, because you can’t build a building without either of those, so the budget is your financial targets, where you want to go and why, so is there debt, net, the amount that you need or cash [inaudible 0:32:22] and what’s the blueprint. So what are the five different strategic buyers and then you got the six financial purchase, timing, role, responsibility, and you’re back and do it, so you can then hire the team [inaudible 0:32:34] so the growth next to planning that we do with the collaborative team is literally building the budget and a blueprint, and then actually coordinating the team like a general contractor because no one person can do all this stuff. I’ve been doing it non-stop day and day of four years, and I still couldn’t single hand lay out to someone. Mark: Yeah, there’s a lot involved with that.. now if somebody is listening to this, one of the misconception running to all the time, with clients that come to us and say I want to sell, I’m not really ready because I did not plan ahead maybe should’ve talked to somebody 2 or 3 years ago. We try to get people to talk to us, the brokers, a few years in advance. For you, you’re focusing again on that growth as well so even if somebody isn’t ever planning to sell, it still makes sense to talk about that growth. Ryan: Because the reality is you’re going to do the best of your business at some point. I mean, there’s people, like I work within this, the baby boomers, well they’re going to die in your business but then what you’re doing is you’re working on the shares and the estate planning and dispersing the shares to employees, and to kids, and do trust, so he’s going to sell his company, and you know what, he loves it, great! But then there’s, build a business that has value and has cash flow and you de-risks then you can literally do whatever you want whenever you want. So yeah you’re right it’s coming ahead of time but then also knowing the people like you and building these relationships, you can’t do this at the last second, you’re going to leave money on the table, you’re not going to be as happy with terms and conditions and so many times Mark, and I don’t know if you see this, but a lot of people that are out there, and the people that are in aggressive growth path, they’re all acquiring company so the out of the blue offers happen all the time. So whether it’s PE firms or funds or other strategic buyers, and how do you know what to weigh that against if you don’t have a plan? So you don’t even know like how much I’m going to get? What terms? I mean, you’re thinking on the fly and that usually doesn’t go as well..   Mark: Right! The number of time I’ve heard from clients, get in to this process and say, “Man, I really wish I’ve contacted you a year ago” I mean it happens all the time, no one ever thinks about selling their business until they actually want to sell their business and I think what’s really cool about what you’re doing is you’re focusing again not just the exit, you’re focusing on growth. Because a good growth strategy is a good exit strategy they often go hand in hand. Ryan: You’re back can do it. You know, I just have a little plug for you guys too, because we do not do what you do, and I think a lot of entrepreneurs, they really think, because they understand their business so well that they can sell their business by themselves, and “Oh my gosh” it’s the first time you’re going to do it and why.. Like every one of those professional should pay for themselves, it should be your return of investment, what to spend, because you know it’s an emotional roller coaster first of all and it’s like a 24/7 fire drill while you are in the process which is what your team does, right? so I think all the people, if you have the right advisors, and that’s another reason left a lot of money on the table, is you need to have the right advisers. I mean it wasn’t people that do it all they want, they do transactions, they understand the market, your industry, and so having the right team is crazy important. Mark: Yeah, alright could you plug as well if anyone listen to this and enjoys the Quiet Light podcasts, and hopefully you do if you’ve listened this long, Ryan’s Podcast talks a lot about the same stuff, you talk a lot about selling, you talked to a lot of entrepreneur’s who has sold their businesses before, and you go over a lot of the same material, but with a little bit of a difference spinned to it, really, really high quality content and another one, what was name of the Podcast where can they find it? Ryan: “Life after Business” Mark: Life after Business. Awesome! So we will link to it in the show notes on our Podcast page, we’ll also link over the Ryan’s website, and Ryan, anything else that you want us to link or to want to draw attention to, please feel free. Ryan: We got a resources tab just like you, you’re my model right? So I guess I said year and a half ago, you put me in the right direction with the presence that I wanted online, so we got white papers, and resources and Podcasts and all that kind of stuff so. Mark: Awesome, so definitely check at his site and feel free to reach out to him, if you just want to talk, he’s a good guy to talk to. You know I can talk all day about this stuff and someday we probably will. Thanks for coming I really appreciate it. Ryan: Yeah, had a blast Mark, Thanks! Mark: Alright. Links and Resources: www.gexpcollaborative.com Ryan’s website Life after Business Podcast Ryan’s podcast link

Today we are talking to Chuck Mullins all about due diligence. An internet business veteran who is now a part of the Quiet Light team, Chuck purchased his first internet business while still in college and was more successful at 18 than some of the most seasoned entrepreneurs. For both the buyer and the seller, the due diligence process is one of the most difficult parts of buying and selling an online business. Fortunately, there are a lot of tools that can be used to simplify the process. In this episode, Mark and Chuck look at over 20 different due diligence tools and explain how you can use them in our due diligence processes. Episode Highlights: Chuck guides us through a group of tools that can be fundamental to any well thought out due diligence plan. Any buyer knows that this is the most important thing you can do to make sure that no stone is left unturned when preparing to make that purchase and hit the ground running. Try using a due diligence consultant service. We don’t advise leaving it all up to them but they can take some of the work out of your hands. Never just research the business but remember to also research who is selling the business. Google trends is very powerful. Google Trends lets you read the trends that any given business may have experienced. Be sure to be aware if your acquisition is “trendy” or “evergreen.” SEM tools can provide insight into the business potential and the size of any risks. Website crawling tools are used to determine customer and market trends. Social media tools are an additional way to gain insight into connections for that business and also the business owner’s niche interactions in their niche. Lessons from Due Diligence: For first time buyers the best advice Chuck offers is that you don’t know what you don’t know. Due diligence gives you the answers. Know what a tool is good at, put it in your due diligence toolbox, and use it correctly. Surround yourself with the types of people who can help you. Be careful to use your lawyer for law and your accountant for money. Always remember that you as the buyer ultimately make the business decision. Don’t be afraid to ask questions! Keep good records of what you have looked at. Work off a checklist and be meticulous about it. A seller is as interested in you in the success of their business. Transcription Mark: Hey Joe, how are you? Joe: Doing good Mark, how about yourself? Mark: I’m doing well, I’d talk to somebody that we both know well and that’s one of our own Chuck Mullins. Joe: Mr. Chuck Mullins, good man he is. Mark: He is, yeah. He joins us on the interview on the video part push on the interview wearing his Quit Light shirt which he had embroidered. The only person at Quiet Light that has one. Although, He didn’t tell me that he made one for you. And I haven’t seen you in it yet. Joe: He did I almost put it on today. It’s just, it’s a little big so I [inaudible 0:01:16] it. I need to put on some layer, run it through a two cycles of the dryer. Mark: It would have been so appropriate because, you know, he’s wearing his shirt in this interview and you’ve been wearing your shirt in, and he’s getting, make one for me though of course. Joe: He should. You’re the founder of Quiet Light Brokerage. Mark: Absolutely. Joe: You should have like a logo on the back of your office chair that says Quiet Light Brokerage, what’s wrong with you? Mark: I thought about it but. Most of my office is really a mess. If you seeing this on video and we’ll talk about this one a bit. My office is usually a mess. It’s all about angles, right? My angles a little bit of center today because I don’t want to show you the rest of my office. So, yeah. But this actual episode is going to be great for a video. If you’re listening in your car, if you’re listening on the podcast, you’ll still get a lot of value out of it. But I’d recommend at some point checking out the Youtube channel. We are separating our channels, so we will have a new channel, just for the podcast episodes. And this episode will, going to kick that off. So make sure you’ll go there and you subscribe. And the reason that is a good one to watch on the Youtube channel is because we’re reviewing due diligence tools in this episode. We actually go over 27 different due diligence tools. We bring them up on the screen and you can see, we kind of browse around and fumbling around on somebody’s sites. As we talk about how you can use this in your due diligence process. Any buyer out there who is looking to acquire a business in the next few years or so, you know due diligence is probably the most important part of that process for you making sure that you’re checking under every rock and every hidden area to see is there anything wrong with this business that I need to be aware of. Well Chuck and I go over 27 tools that he has used personally in his past of buying businesses. So we bring real interest in episode from that stand point. He brings a lot of experience in buying and selling businesses for.. Do you know how long he has been doing it? I can’t remember off hand. Joe: In 1997 I think. He was self-employed in college, making more in one month the most people make in a year when he was in college. Mark: Right right and then, He and I have been presenting at Pubcon for 7 years. We go over this video a little bit but we’ve been presenting for 7 years at Pubcon together and people always come to see Chuck and then hopefully I can pick up a couple of the scraps to come off the table when presents. So it’s a great presentation on a how to go about buying online businesses. Joe: And just a point out of the obvious remaining, not so obvious. Technically we represent the sellers in what we do. Well we can’t help them and help them while unless we also help as many buyers as possible. So it’s, many people would think that what you’re about to present with Chuck is in contrast to what we do. But we’re always about full disclosure, always making sure that buyers are making good investments and so that both they and the sellers are happy to closing table and it’s successful transaction down the road as well. Mark: Yeah, absolutely! Again, we going to do represent the sellers, but if our seller’s getting sued, 3 or 4 months later that is a pretty bad job on our part. So it’s important that both buyer and seller walk away from a deal, happy and when you know that deal. So that’s the goal. We get a transaction wins. And part of that process is due diligence. I say, I hate like throw a due diligence. When I first started Quiet Light and I got like, you know, a monster due diligence, I would kind of [inaudible 0:04:31] and be like, Oh man, this is going to be a pain. Now when I see a well thought out due diligence, it’s makes me happy because I know that, that buyer is going to be really happy and that deal is gone go through. Because where they’re going to really inspect that business thoroughly. Joe: Yeah, well thought, that was important. Not just a massive list but a well thought, that was specific to the business that’s being purchased. I’ve seen blank at due diligence less come through where somebody clearly copied and paste it. But I’m excited about this episode Chucks a really, really smart guy and successful entrepreneur and I think a lot of people would learn some good stuff here. Mark: That’s good, very good. Let’s get to it. Mark: Hey Chuck, how are you? Chuck: Doing great. How are you Mark? Mark: I’m good. Thanks for joining me on the call. I see you have your nice Quiet Light shirt on. You’re the only one at Quiet Light that has that shirt. Chuck: That’s because I took the initiative to have it made. Mark: Right. We’ll get them for everybody else eventually. Chuck: Actually, I think I bought Joe one. But he didn’t want it. Mark: Oh really, I got to start getting on him so he wears it from the Podcast. Chuck: Yeah Mark: Yeah, anyway for this Podcast, if you guys are listening to this in your car, this would be one of the once that I would recommend over going to Youtube and we’ve set up a new channel on Youtube just for the interviews. We’re going to put all our interviews on that channel. I’d recommend looking at that because we’re going to review a bunch of due diligence tools. A little bit of background between Chuck and myself. Chuck and I have been presenting at Pubcon. What? 7 years I think? Chuck: Yeah, I think so. Mark: Yeah, a very long time. Chuck invited me to speak within that Pubcon a while ago. We’ve been doing it ever since we’ve had all the people join us occasionally, to talk about buying and selling websites. But he and I have been talking about that night. Typically we talk on the sell side and Chuck was talking on the buy side. And the result was that more people are interested in what Chuck had to say than I was ever had to say. So I figured, it would be good to have you on here. Both, so I think we can get to know you a bit better. I’d also review some of the due diligence that you’ve use in the past in buying online businesses. So let’s just do a quick introduction for you as far as your background. What’s your background in buying and selling online businesses? Chuck: So, I started my first website back in 1996. Through the few years, made a bunch of money in college just a kind of doing really well. And made more money than you know, than I was living on. So I start looking at doing various investments. So, start looking at real estate, franchises, I was looking at car washes, and a storage facilities, and a Laundromats. And nothing ever, just kind of, really worked for me or really peaked my interest enough. You know like, I dabbled in real estate. But everything just kept kind drawing me back to the internet business. So then, you know, I made a few websites that were successful. But I started thinking about you know, what if I could acquire somebody’s company and then just build upon that and stand on somebody else’s shoulders, instead of trying to prove out a model myself. You know, use a model that has been proven by somebody else. And then just take all the knowledge I had, and expertise, and grow that. So I start doing really well, and at a certain point I just fell alive, you know presenting at a conference, and kind of just, giving back, and then that’s when I reached out to you and I think my initial presentation I gave was with Jason, Quiet Light, we did it at affiliate summit. I don’t even know, 8 or 9 years ago.   Mark: Yeah, I remember that. I was in the audience for that presentation and then, that was January. I remember specifically because it was really cold at that conference in Las Vegas. The fountains were frozen when we got out of the hotel. I was kind of surprised about that. So it’s cool! So yeah, you’ve been doing this presentation for a long time and I know whenever we do the presentation, when we get to the slide on due diligence, whereas all the phones in the rooms go up to take pictures, because people are really interested to know what’s our tools they can use to do due diligence. So we’re going to review some of these tools here, as well as talk about some of the principles, buyers might want to apply when you’re doing your due diligence. As always, we’ll just throw out the blanket; cover your tails sort of a disclaimer here. Due diligence is ultimately a buyer’s responsibility. Make sure that you’re doing it, make sure that you are bringing in professionals. What we’re going to do is were going to give some advices to things that we’ve seen work, but by all means, this is not complete when you’re talking about due diligence. Wherein you need to apply a complete process to the business that you are looking at. So I’m going to share my screen here and open this up, and I’m just going to share the full screen, and hopefully on my [inaudible 0:08:56] of so that people don’t get those. But can you see that chart does that come up for you? Chuck: Yeah. Mark: Alright. Good, good. So here we go, where going to just get started right away with this list of tools and I’ll be browsing to the website as you talk about the individual ones. The first one that we’re going to talk about is Centurica and they’re full service due diligence firm. They are the only one of that sort that we have on this list. So why don’t you talk a little bit about Centurica, what they do and why they made this list. Chuck: Sure, So Chris Yates is the owner of Centurica, they’ve been around for quite a while and Chris runs a buying and selling website conference called and Rhodium. Rhodium Weekend I think is kind of, the official name. I ran into Chris way back when I started to look at buying and selling businesses. he was the first person.. I’m always looking for knowledge where I look into learn more. So doing some searches and came across his conference and went to it. Kind of on a whim, because there was no information about the conference because that was the first one that they’ve had. So it was like, trying to figure out and I thought well, for the money, maybe I’ll pick up something and if not, it’s not a total lost because you know, I’m just come and go to Vegas to hang out. You know Chris is really a smart guy and I ended up I think I was probably the first one we, to get into his master mind group. So I’m going to master mind group with Chris and a bunch of other entrepreneurs and he does this great due diligence product were he just kind of takes it over from you. Will do like a full blown due diligence review on a business that you’re going to acquire and I would never say that you should handle fully the [inaudible 0:10:33] somebody else do the due diligence. But you should allow, if you’re going to hire somebody, do it in parallel with them. So that way you’re just getting, you know, a second, third set of eyes on a due diligence and on the business that you’re looking to acquire. So they offer various levels and, so it looks like they’ve got something from 59 dollars right there and all the way up to, I think a 5,000 dollar package. That’s kind of like a suit to nuts version. Mark: Yeah and just look at the website; they have a whole team of people here that are associated with them. A lot of these people, you and I know, we know them through Rhodium Weekend and through that master mind group as well. These are some really smart guys, good guys, to be able to just get on the phone with and get their feedback. In fact, I’m seeing n a few guys here, Mike Nunez, he has been on a Podcast with us before and a super smart guy. Well, these guys are [inaudible 0:11:24] really good contact as well. These are people that you can arrange calls with and bounce my ideas of. The amount of money, 5,000 dollars, some people might [inaudible 0:11:35] sort of price tag, but what do you think? Do you think that’s worth spending that much money on due diligence support? Chuck: Yeah I mean, with Quiet Light, we’re generally not dealing with the lower end deals, right? We’re generally dealing with mid to high six figures, mid to low seven figure deals, so you know, five grand and that’s their highest package, right? They got stuff that’s cheaper, but how could you go wrong, you know, spending.. If you’re on a million dollar deal, what’s five grand, is what? Half a percent? I think it’s probably money well spent. Mark: Yeah, absolutely I agree. The only assets that you put an end, this is, that whenever you are hiring somebody on the outside to potentially look for problems, understand that, what they’re going to do is they’re going to find problems because that’s what you’re hiring them to do, and they should do that. So this is not a criticism or some trick or by any means or attorney that’s looking up for liability issues. But as the buyer, understand that you need to take that information, process it, through a business decision that you’re making. Any sort of due diligence tool? I knew the ones that we offer here, that’s the way that you should be going about using that information, that fits into the larger scheme. Alright, let’s move on, Centurica is a good service. If anyone wants an introduction pres, it’s either Chuck or I can provide an introduction pres as well. The next two are related obviously, Google.com and Google Trends, everybody knows what Google is, I’m sure most know what Google Trends are. How would you use each of these sites in a due diligence process? Chuck: Sure! So with Google, right? I mean, it’s just a matter of Googling things either about the business, about the person, if you’re buying the business, Google the terms around the business, and look for red flags, right? Look for if they’ve got one star review, average one star review, maybe that tells you something about the business. You know, look for complaints, things that are negative about the business, right? It’s kind of one of those, you’ll catch all due diligence place where you just, kind of sorting through all of the information that you can find on a given business and/or a person. Never just research the business, always research the person who is selling the business as well because, you could find out a lot of stuff and make sure that you’re avoiding, potentially avoid some of the pitfalls, if somebody has done some sketchy stuff in the past, and find that out. Mark: Yeah, absolutely. You can learn a lot about their background as well, and all you have to do is search for all of the places that I have written for, come up, but years ago, I was involved in a lawsuit in those couple of pages. And so, anyone that was doing research on me, I would often get those sort of questions, “What happened then?” everything was fine. I didn’t mind the questions, but people that were being smart and doing due diligence would ask about that. Chuck: And don’t just look at the first page of Google. Look at the 2nd, 3rd, 4th, 5th, right? Because anybody can hire a reputation management company that will push some of those negative reviews, you know, to the 2nd or 3rd page. But they’ll be there generally, still, just maybe a little lower. Mark: Right, Now if anyone wonders and are looking at the screen, I did not play hockey. Even though I’m from Minnesota I’m not a hockey player. There’s a couple of them, that’s out there that have gotten their name out there. Google trends, what search term I put in there? Chuck: Yeah so type in Paleo Recipe, or Paleo Diet I mean, because Paleo is a little different. So, if you look at the screen. Mark: You changed the date range? Chuck: Yes I changed the date range. That’s, in January, you see that giant spike. Because that’s when everybody is getting into a diet mode. Check that out even further. Mark: So we’re looking right now. Let’s set 2004 to present. So we’ll do the entire history in Google Trends. There we go. Chuck: Sure, so you know, if you’re looking to buying a business, and you’re seeing.. Well use Google Trends to figure out what the trends are. Here you’ll see is like a giant up peak that just kind of went up, and then all of a sudden it just kind of, trail off, and you’re going to find things like this. Then you’ll also notice that there is like ups and downs, like inter year, so that would be like the seasonally of the business, right? So just because you see, like this one giant peak, which correlates with January, and then you know, throughout the rest of the year it drops until December where December is at it’s low, around Christmas time then it spikes immediately back up. So you’re going to look for not only seasonality but you can look for long term trends. And when you’re looking at businesses, think about whether the business is a trendy business first, it’s an evergreen business. So, diet in general is a trendy business. If you look almost any diet, you’ll see that there’s a, it goes up, up , up, up and all of a sudden it tails off, right? There’s something made it go up, usually it got unpopular, and then it’ll trend off. I personally, one of the businesses that I bought was a Paleo website, and I managed to buy it exactly at the peak market, and then.. Mark: Right about there right? Right around January of 2013, early 2013. Chuck: Yup, definitely it’s like, it was going up, up, and up, I’m like, great! Then it went down, down, down, and it was less great. So, luckily, we were able to so a little bit of magic and kind of keep the revenue going by trying to grow the business but it’s another story. Mark: Something else that you can do with this, so as many people know, I own CatholicSingles, and the turn chart out for CatholicSingles doesn’t look that great, when you look at it. Something I’ve learned from this chart from a few other places is, if you think that you’re buying a website that gets lots of natural search traffic, be careful to make sure that it’s not branded search traffic. So what’s happening here is, the previous owner was losing out to a competitor who was beating him in a brand search, and so, the site still gets lots of natural search traffic to a keyword that still has a lot of relevance. But he lost a lot of brand relevance as well. So you can, if it’s a large enough property you can often pick up on brands trends and what are not, you’re going to have to compete on that [inaudible 0:17:34] as well. You can type in competing services and see what their trend is overtime as well. And you can actually compare the two together. So you can see how competition is playing along with. Maybe what you’re looking at acquiring. Chuck: And then if you scroll down, you can do it by region as well. So what are the countries that has something popular. So maybe it was a US based company, and you see “Hey look! It’s doing well in Canada and South America” or I guess none of that case was in South America, but Australia, and I think it was Mexico maybe. So maybe you expand into some of those other countries. Mark: Right, right. Exactly. Yeah Google Trends has some good date out there, I recommend again putting in your, whatever, competitors you know of, and comparing the traffic and the trends for the competitors and get the sense for, how those are working together. Chuck: And one additional point would be, Google trends is the search volume of a specific keyword, so it’s not some magic formula, it’s how many people are searching for something. So sometimes, people search, the way they search for things changes overtime, so you just want to, kind of remember that. That just because, you know. People might have been searching for, I don’t know, Blue Widgets but now they’re calling it, instead of Blue Widgets, they’re calling it Blue Fuzzies, right? So it doesn’t always mean that the actual market is declining at it. Sometimes it can just be a change in the way people are searching. Mark: Yeah, I think an example, that would be internet marketing has pushed toward in digital marketing. And so you see, the phrase you use to refer to something, is slightly different overtime. So, that’s a good point. Now let’s move off this chart because it’s sort of depressing. State business websites, this is one that I haven’t really seeing people a whole lot of, but it’s a really good idea to use state business websites. Chuck: Yeah, I mean it’s just the basic of going to whatever state the company is in, doing a search for the business, finding out who the owners are, and if there’s any kind of red flags that maybe appear on that, just some basic due diligence there. Mark: Yeah, that one’s not coming up here, but when you do the search, what will happen is, you’ll see the records with the state, whether or not if filed in good standing, any other possible red flags that would come up. It’s really just checking their box, making sure that everything is on the up and up with that business search. Maybe we can get back to this, if that comes up again. BuiltWith is a really cool tool and it shows all the technologies that a website was built with, right? Chuck: Yeap! Absolutey! So if you want to look at, like the technologies that go.. Is your internet out? Mark: No, I just typed it in wrong. Chuck: I guess your internet wouldn’t be out, considering we’re.. Mark: Right, right. So we could take a look to see what Quiet Light Brokerage is built on. And you can see that we have Googled conversion tracking, you can you see the whole technology stack and all the services that are used. When this might be useful as if you’re looking at the P&L and you don’t see a subscriptions but you would see here Drip. And you know that Drip is a subscription based service maybe that’s not their P&L. That would be something to catch and maybe ask them about to find out what’s going on there. Maybe they just start using [inaudible 0:20:47]the website. Chuck: Absolutely! And you know, one of the things you want to do as part of getting ready to acquire a site is make sure that you have the people and place to take over any kind of service that you need in advance. Right, so, if you have no idea how to use Drip and you’re taking it in purchase in your company, maybe you need to has somebody in place who does know how to use it or request a standard operating procedure so that you can learn how to use it. So I would definitely have a list of like all of the kind of aspects of the business that you’re not proficient at. And make sure that you have people in place that can help you with that [inaudible 0:21:26] running when you do take over the business. Mark: You know something that, speaking of Drips, I talked to Rob who sold Drip to Leadpages a few years ago, and he talked to me about how Leadpages was completely ready and able to switch over to a new website surely after they closed. They were making plans and building out technology as they were going through due diligence so that they can hit the ground, running right away. Something that might you want to do as you’re going through a website’s technology stack is take a look at what services are you using. If you are going to the Quiet Light website you’ll notice that we have Hotjar, for example. Now I haven’t tracked anything with Hotjar on the website in a while. We use it for surveys once in a while, but this would be a service for, maybe those report that you want to ask for during due diligence. Maybe some heat mapping that would just be useful information for you to be able to see and as you’re making plans. Or OptinMonster, asked, have you run these campaigns before? What was the conversion rate like on these campaigns? And you can start getting really prepared as you’re doing your due diligence to make that transition. Of course some sellers may not be eager to share some of that information with you, so go about that with some level of sensitivity understanding that they might be ready to open up all the books to you, but knowing what’s there can help you request different reports. And Chuck you said something before in one of your presentations, probably multiple presentations and that was ask questions. Ask lots and lots of questions. Chuck: Yup, absolutely. I always say ask, ask, ask, and even ask questions you know the answers to. I feel like that’s like some kind of weird tactic that people do. But they ask questions regardless of whether you know the answer because you almost want to get a seller to lie to you, because then you know how trust worthy they are right? If somebody’s going to lie to you about something, it’s a red flag. So, I’ve seen a lot of people that will ask the same questions in multiple ways. You don’t want to be annoying right? Like, don’t ask stupid questions but definitely ask. I shouldn’t say, you don’t want to ask stupid question because almost no question’s stupid right? But we all understand there are all stupid questions that you shouldn’t ask, that’s just, are irrelevant. But don’t feel like, if it’s relevant to you then it’s not a stupid question. So, ask everything. Because the time to ask is before you buy it. Right? You don’t want to have a bunch of questions after you’ve inked the check. So, ask early and then ask often. Mark: Then the other thing too is you can get more callers on a particular answer. I know when I talk to some sellers and ask them why are you selling? They’ll give me an answer one day and had talked to them another day and they give me s slightly different answer. And it’s not that they’re lying. The reasons are complex. There’s more than one reason going on there and you gain caller, you gain more information about what’s really going on behind the sale. By asking the same question, and looking at, in different formats, I know when you started to do video interviews or recording interviews of some of our clients and part of the reason for that is because people talk about questions differently then they might write them out. So this could ask a lot of those questions. Chuck: Yeah, absolutely! Archive.org. Mark: This is a great one. So if you’re doing some due dilligence there’s a whole industry people who just buy expired domains, stir a new content on it and then run with the site. Some of the amazing firm like [inaudible 0:24:38]some of them are buying like big sites, or what used to be a big site and for whatever reason, site’s no longer so, this will give you an idea like in 2008. What was the site look like? Was it a brokerage site or not back then, you know. It’s not always a bad thing but if it was something spamy back then, It might still have some problems moving forward. So it’s also good just to see if you had some ideas of you wanted to try this or try that. And getting an idea for some of the things they’ve tried in their past or looking at previous screenshots of what the site was like one, two, three, four years ago? Mark: Yeah, I think one of the big challenges that you always have as a buyer and.. Sellers as well have this issue, right. Sellers know their business intimately because they’ve lived with it for so many years. As a buyer, you’re coming in and trying to compress knowledge that they’ve gain over the course of sometimes 20 years now. And to a decision that you have to make within or week or two. Going back in the scene, what the history of the site was, just kind of, again it adds color, it adds more information into what does this person done in the past for the business. Like you said maybe we can see some things that they tried and you can ask them about that, if you’re looking at the Quiet Light site, yeah, you might see that we sold some domains in the past. And if there’s someone looking to buy us they could ask a question on that, you know, why don’t you sell domains anymore? And we could go into that whole discussion. Chuck: Something else to look for is to look for gaps in the years so you know, you can put something on your website, right? And your like, your a [inaudible 0:26:14]telling a way back machine not to cross your site anymore. So if there’s like a three year gap, why is that gap? Most legitimate sites aren’t blocking the way back machine. From calling their site, so you know, that might raise a red flag and might be something you want to dive in on a little deeper. Mark: Awesome, alright let’s move on at Trademarkia.com. Chuck: Yeah, you know it’s a, if you’re, if they told you to have a trade mark, search for it, figure it out. If they have told you they don’t have a trade mark, search for it. See if somebody else has a trade mark right? Make sure that they’re not infringing on somebody else’s.. What’s the word I’m looking for.. Somebody else’s IP. You don’t want to buy a business if they’re infringing on other people’s stuff. Mark: Yeah, and this can also be a very useful in search results if you’re advertising on Google and you have competitors that are stepping all over that brand search. If you get that trade mark and you have the ability to get a trade mark you can keep all of those guys off, and brand is usually a very cheap way. But if you have competitors branding against it, that’s [inaudible 0:27:16] your IP, so, searching for that trade mark is a useful thing to do. Alright, moving to the next set of tools and these tools here seem to be more of, search competitive intelligence and taking look at a site’s search profile and I should just say probably maybe SEM. All [inaudible 0:27:33] right? Because this still include adwords as well? Chuck: Yeap, yeap! So organic and paid, my likes spy for a lot. It’s a.. You can look at people’s history of what kind of ad campaigns they did. As so, if somebody says “Oh we’ve only ever run one ads set and haven’t done much testing” and then you look back at, and shows you. Well actually they ran a hundred different variations of this ad. Cross, you know 5 years and blah blah. So you will able to see a.. Verify some of the information they said. You can also check and it will show you, like literally shows you, what paid ads they ran. And like detects in them. So if you think, “Oh I wonder if they try this”, so you’re going to look back and see what sorts of ads they’ve run. It’s kind of interesting, you can also use this right here, like you see their competitor. So that’ll show you overlap, so if you know some of, some competitors, you’ll be able to see like what keywords they have overlapping using this venn diagrams. It’s some really cool stuff and then you can look for opportunity, for words that they’re going after, that your knots. They also have they a tool in here somewhere that will allow you to look at specific keywords over time and then it puts it over a timeline and has the Google updates. So you can see like, ok they had this key word was, you know, rank number 1111, and then drops off to like number 7, and [inaudible 0:28:57] Google get an update right when this happen so you can potentially know why they dropped off, it’s because, well, Google did this update. So seeing what people are using like a private blog now, where to get a bunch of links and it’s like doing really, really well then everything drops off a cliff. Because of Google did an update and it affect it, or, the reverse is true where they went from having nothing to all off a sudden number 1 rankings, just like overnight. And you can see, okay, well nobody just all send this from zero to number 1 ranking for 20 different keyword terms so then you know, Well, they must have done something to have that spike and then you can dive into what they’re using like, blog that works for paid links or whatever. Mark: Yeah, any sort of quick changes in these results are going to be something to watch out for. So that’s over all a good tool. And a lot of these tools out here, Moz, Open Site Explorer, Semrush, Magestic, AAtraps, I personaly like AAtraps. These are all really good tools, using in combination. It’s going to give you a sense for how the data all adds up. Understand that when you’re looking at data, in any of these tools, they have to use third parties to estimate what this is, for example, they’re estimating for Quiet Light Brokerage, where estimated adwords budget is 3,000 bucks. Actually not too far off from that, but it’s not accurate. Just understand that these are useful for trends, these are useful for getting another point of data, nothing’s going to replace first hand tracking, it should be Google and Linux, or whatever tool people are using to analyze something. But you can use all these external tools in combination as well to try complete picture of what a website’s doing and how it’s ranking. Chuck: It’s a bit [inaudible 0:30:45] That was I think only Google adwords, so if not taking your account, pay traffic, whether it’s Facebook or other things. Right? Mark: Yep, yep! Absolutely that’s right! Let’s move on to a.. You like Spy for the best from all of these? Chuck: They are all kind of different. So there’s like different reasons to use different ones, right? Some are for keyword research, some have like keyword difficulty tools, so part of due diligence isn’t just looking at what the site has done, but where you can go with it. So I like to use a couple of them to do keyword research. See where their gaps are, you know, opportunity for me to grow the business. They’re all kind of hit, different things to different things well. So I don’t have one favorite. I do like SpyFu, I like Moz in the past, [inaudible 0:31:31], Majestic. And then on that list, we kind of didn’t point it which I’m guessing maybe you thought I put in a wrong spot, but the alexa.com won. I haven’t actually used this yet, but it’s apparently a new tool that they rolled out. It’s a competitor to all these other ones, Moz and Majestic. So they’re doing a paid tool just like all these other guys. So, I haven’t really dove into it yet, but it’ll be interesting to maybe see how their data looks. Mark: Yeah, I actually just saw this the other day. And was intrigued by it. I haven’t dug into this at all. But you would imagine that Alexa’s by Amazon. You would imagine that they have some pretty good access to tools to be able estimate this information, with some level of accuracy. Chuck: And you know they’ve been around, since when, like early 2000 or earlier. So they’ve been crawling off these sites. So who knows what kind of information they’ve stored. I see [inaudible 0:32:34] has really good info going pretty far back. Mark: yeah, I know you’re right on that. I think actually Alexa may have been the first competitive intelligence tool. That try to rank websites. Maybe there was somebody else before that. But they were the first one’s who really gain attraction. Or that for a long time, everybody I knew had their Alexa bar. Up in their browser and you can see what, aside Alexa ranking was along with its paid rank. Right every marketer back in early 2010 and those two things, up in their tool bars. Chuck: It’s fine, so I went to the site yet the other day, just checking it out and looking for their little site ranking. I could find it anywhere, so I’m not sure if they still have it or not. Mark: Yeah, I don’t know. I try to look that up recently as well and I wasn’t able to find it. I was behind actually this pay wall which is how I came across [inaudible 0:33:24] they are now offering this. Chuck: Yeah, yeah. It didn’t, for a long time, like, right Google paid rank and the Alexa ranking have been dead like nobody uses those as a real stat anymore . But I just wanted to check it out. Mark: Yeah, yeah I know it’s always interesting stuff. Alright let’s move on to page 2 here. We’re going to get into 3 tools here. [inaudible 0:33:46], deepcrawl.com and Copyscape. What do these tools do? Chuck: Yeah, The first two are pretty similar to each other. And what they do is you can plug in a domain name that it will crawl the entire site and it will look for all kinds of things. Like errors or not errors. Right, so it can show you just by crawling to the site. It will crawl every single link on the site from every single page. So it shows you like if there’s dead links so if there are stuff that’s going for like 404 pages, no errors, 500 errors, it will show you the redirects. So what I’ve used it for in the past is the one finding those dead pages or the 404 errors and then also finding the redirects and sometimes you’ll see like stuff gets layered, where it will be redirected to this page, which layer’s was then redirected to this page, which layer’s then redirected to this page. And ultimately, what should you be doing is just going back and linking from the first page to the last page. And not using all of these bounces because with each bounce you have the a, potentially you’re losing some of that authority has being passed through. Mark: Yeah, and there are the futuristic will do an on-site SEO analysis for even, one that I’ve used in the past that all definitely throw a, [inaudible 0:35:01] to be Orange Fox, Jacob Hagberg, has done some reports from Quiet Light Brokerage. and a lot of these tools do is, what these services work, will do, they just to analyze in a condensed manner. Because they look for opportunities and they also look for potential issue. Like you’re saying, if there’s tons of redirects in there, that’s a problem, you are losing out an authority on those pages. 10 pages , 404, broken images. Images without all tags, accessibility issues. These are all things that you want to be looking for. Not necessarily as like major red flags but you know, a buyer beware, but also as opportunities that if you start to fix and clean these things up, there’s going to be a natural lift in rankings on its long tale keywords that maybe you’re on page 10 to 20 right now for, maybe that will bump you up to the first 10 results . So wait for you to just grow some opportunity. When you’re looking at these 3 tools Chuck.. Chuck: The first two are very similar, right? Screaming Frog, is one that you have on your own computer, and then it use your internet connection to then crawl the site. DeepCrawl, they are running it from their servers, the Screaming Frog is relatively cheap. I forget the amount but it’s hundred to 200 bucks a year. The DeepCrawl one is fairly pricey so, I would always recommend this Screaming Frog but the other one is a good service as well. Just cost a bit more. It’s a 150 pounds a year. Mark: Right. They do have a free version? I’ve used the free version to be honest it’s worth just upgrading to a paid version. Free version will give you just a flavor of what they can do. But if you really want to dig deep and really figure things out. Yeah, again, here’s a 500 URL limit, most websites are going to blow through that 500 URLs because you have all their images, you have everything else connected with an individual page, so you’ll go through that 500 pretty quickly. Copyscape is a bit different from these two though. Chuck: Yeah, it’s different. I threw it, kind of witness just because it’s one of those things, where again, you’re looking for problems, so you type in your domain and It’ll give you list of you know, places that content made and stolen from. So kind of, similar, but different. Mark: Right. This can be useful to see if you have people that are maybe trying’ just scrape your pages entirely or if the page you’re looking at for some reason is built on a shakey ground. This was something that was used a lot more probably, I don’t know, 5, just 7 years ago. I know Copyscape has a really big issue on a really big useful tool for duplicate content issues. A lot of that is going away now. But I would imagine you would find copies of content that somebody’s publishing their blog contents, say, on Medium or LinkedIn. I imagine this would probably pick up on that. Chuck: Yeah. I believe so. And you know when we talk about the duplicate content issue, where talking about like, right for organic search but there’s also the duplicate content issue where, “Hey everything on this website was stolen from somewhere else and you’re going to get sued because you stole our base content.”, Right so, I would be checking to make sure that people aren’t stealing other people’s content. You know, so I think that’s a good part of due diligence. Mark: Yeah, absolutely! Alright Public WWW. This is a tool I have not heard of. Chuck: Yeah, that’s a great tool. It kind of isn’t a vain, of like, a Google right? But what’s cool about it is instead of like.. If I want to search for something on Google. Google looks at what is this plate on the page meaning. If I search for Chuck it’s looking for.. If somebody would look at a web page and see the word Chuck on it, then it might come up, right? But with this website, it’s actually looking at the source code. So if somebody had a comment that was Chuck, it would potentially come up there. So, anywhere from the word Chuck, right? It’s more for if you want to look a analytics code, or if you want to find somebody’s affiliate ID. So if somebody’s says, “Hey, I’m just running AdSense on this site, and I don’t have it anywhere else.”, So we could took.. Put in the AdSense number, and it will show you all the sites that are using that same AdSense ID on their website, right? So you can look for, maybe they’re doing some competing stuff, maybe they just, you know, they’re driving more income through the AdSense, but having a multiple sites vs the one. And it’s not complete, right? There’s, it’s only as much as they crawl so they’re only going to have as much data of the websites they crawl. But you can definitely find some stuff. You can also use a little tip here, would be.. Let’s say you have an affiliate product your promoting, right? And you’re making some money off of that, and say, you found a new product you want to promote and it makes 10 times the amount of money for each one you sell and you know that like, “Oh! This product, if I switch it to this one, I’m going to make 10X.” Or you could look for everybody who is promoting this old product, and then you’re going to try to acquire those sites, and switch them to the new affiliate product and 10X the revenue. A lot of different things you can do with that. Mark: I’ve heard some of people ask about that, specifically with affiliate sites. You know, “How do I know that this is all coming from the site that I’m buying.”, and so that would be one tool that you could use. The other thing I could see this being useful for is if you have a tool for it. This would be a pretty rare case, but if you’re buying a business as a tool, that’s using on outside websites. WordPress plugins site, WordPress themes site, or any other tool like that, you could start to get some ideas as for the installation volume. Using the tool like this. Alright, SpyOnWeb.com. Chuck: So similar right it’s a looking for people’s AdSense IDs and things like that. It’s not as complete, with the other one you could search for a lot more different types of things. But still a useful tool. Mark: Right, it gives you some machine information as for our tools also sharing this IP address, DNS server. So again, not [inaudible 0:40:53] information here, but just acquiring [inaudible 0:40:56] this. We have our [inaudible 0:40:58]. So If you want to find out what the [inaudible 0:41:02] rank is, just go to SpyOnWeb and you could also see the page rank which is saying Quiet Light Brokerage just a like a question mark for page ranks. So that would be an information. That would have scared me about a 6 or 7 years ago. Alright, DomainIQ. Chuck: Yup, so DomainIQ and the other two that were listed. This are for finding out information about a domain name. So when was it registered, how many times has the DNS changed, has the ownership changed recently, what other domains are on the same server, or same IP block or same IP address, so if you know, if you’re buying something from somebody, and they say it’s the only site they have and then you look start looking up and down the IP range or looking on the server or the same IP and you see there’s other domain names that are the same thing and are not disclosing it you, you know, that’s potentially going to be an issue. You can look up who is the owner, so if it’s like similar registration name or similar email address used to register the domain, it will show you all of the domains they own. That are using that registration information. These are all for the most part paid services. So if you want to get, like the good data, you got to pay for it. But they do give you a basic level of information for free. Mark: Right. I don’t think anybody has to use all these tools. You pick 1 or 2 out of each of these categories that you want to use. The only one that I would recommend maybe use in multiples one would be in this search intelligence the SpyFu, Moz, and SEMrush. I think it might be worthwhile having upwards of three maybe four depending on how lights would turns out those services. Because like you said they all do slightly different things. Chuck: It’s a matter of like what they’ve indexed right? So they each have their own crawlers, and none of them are going to crawl exactly the same subset of the internet. So, it’s just, you’re going to find different things while using different ones. Mark: Right, and they all have different levels of accuracy you could see here DomainIQ is [inaudible 0:43:04] to be higher than the last one. And also, few other bits of information that I would say are incorrect but again you use these points of data… Chuck: That was 5,000 dollars? The appraisal value? Mark: That was [inaudible 0:43:17] it’s less than 500 dollars. And we have more than 24 backlinks, but again, all these tools are to be used in combination with each other to put together a large picture. Obviously a tool like Google Analytics or [inaudible 0:43:31] you’ll going to want to use that first. And then, these tools are been used to fill in the gaps. Chuck: And also like know what a tool is good at, so like last one, you’re not going to use that tool for the appraised value right? Like, that’s nonsense. But if you scroll up, scroll up a little bit. If you click on, click on the ownership record in the blue, the blue button is there. Let’s see if we’ll.. Mark: We got gears turning here.. There we go Chuck: Okay so just search who the owner is, when is the last time you updated, when it expires, the age of it, right. So you’ve owned it for just about almost 11 years, you’re using Cloudflare, here’s the “who is” info…. Mark: It’s kind of a bad corporation name, I got to update that. Chuck: Well there you go. And go back one more time on it, I’ll click on one more thing… Mark: All these tools take too long to load up. Let’s move on, because this one’s getting a little bit longer. Let’s get it on to a Bannedcheck.com. Chuck: Yeah, so this one is a, and it’s not 100% right. But you can type in AdSense account and I’ll tell you if the AdSense account has been banned. Again, not 100%, but if it’s says it’s banned, that’s probably a good indication. I’m sorry not the AdSense account number but the actual domain name. Right so, if somebody says, “Oh! I switched monetization methods, because I didn’t like AdSense and I was making a bunch more money with this.” Well, maybe that’s not the case, maybe it’s that they got banned. So, this is a good one. They can tell you whether they’ve been, not a 100% right. But if it’s says that they’ve been band, then they’ve probably have been, right? Mark: Good news with this, I’m making money with Quiet Light Brokerage because it came back and it says that it’s not banned for Google AdSense. Chuck: I wonder how that helps with our value of the 500 dollars. Mark: Hopefully, this is a little bit, so all you buyers that are looking to buy a business, we’re going to require that you click on an Adsense ad. Because I think that’s completely [inaudible 0:45:16] with our terms of service. Mark: socialmention.com. Chuck: Yeah, so just you know, you type in various things here and it will just tell you where it’s being mention as far as social goes. So just a good tool for doing some basic due diligence. Mark: Yeah, let’s repeat, useful to do, using combination with a Google trends to be able to see. Google Trends is measuring the data on Google itself. Looking at how the different social media networks are also processing the data. It’s going to have a different look than just what Google has. On that note, I would say BuzzSumo, which is not on your list. It’s another tool that I would recommend adding and it’s a page where they do the free option but you can take a look to see what content has done really well on a particular domain name. As well as what content in that specific niche also does well. So you can really got a sense for how popular [inaudible 0:46:15] and what’s getting shared and what’s not. Well for then Google but also within the social media. It seems fantastic. Chuck: This one definitely should’ve been on my list then I’m not sure why it wasn’t but I actually like this one a lot better. Mark: Will add this to the list. For people who want to download it. Last one it would be just going direct to the source of Facebook LinkedIn, Twitter, etc., etc. Almost every websites these days has presence on all the social media networks, visit their pages I assume that’s kind of a lesson there. Chuck: Yeah and again, with like a LinkedIn, right? Looking at the person’s profile looking how many connections they have. Are they in a niche where they should have 500 LinkedIn connections and they’ve only got 3, Maybe that tells you something, right? Why are they connected with all of these hackers or whatever, right? It’s just a matter of again, researching the people and not just the business. So I think it’s a good tool for researching people. Mark: Awesome, right. So that’s a lot of tools that we just went over. Let’s talk just a some couple of lessons, and we’re running pretty long on this Podcast. So, we’ll talk just a couple lessons about due diligence. I’m going to turn off the screen sharing here and talk about couple lessons about due diligence. What would you say for somebody who’s going about due diligence the first time? What couple of lessons would you, or principles, should they really use in their due diligence efforts. Chuck: So I think one of the biggest things, is first in for most you don’t know what you don’t know. right, so having people to help advice you on what to search for and what to look for can be critical. So don’t just think you know everything! Because none of us know everything especially when it comes to different tricks and tactics people can employ to inflate the numbers in what they’re doing. What else, do you have any idea you would suggest? Mark: I would, and so on that note, obviously bringing people like an attorney, bringing an accountant, as I said before that be careful when you do so because they are being brought in with their specific purpose in mind, that are being brought in to look for liabilities, for being brought in to look for problems, and you are the business owner trying to make a business decision. Your accountant that’s trying to make an account decision. Your lawyers try to make in legal decision. And so, you have to take their advice and put it into a broader framework business . It’s a good business choice for you. You use their bits of data as [inaudible 0:48:41]data. And create a whole picture with that. The other thing that you said, where you cover this one’s ask, ask, ask. Don’t be afraid to ask for questions and then the third thing that I would recommend is keep good records of what you have looked at. And I’m working through the due diligence for the client, if a buyer comes back and ask for the same documents that they may have already received earlier on. Extremely annoying for a seller who doesn’t understand why they even needed it in the first place. And a lot of sellers get skeptical buyers. They think this person isn’t really serious about it. they’re just looking fishing for information and if you end up passing the same documents 3 or 4 times, even twice. It start to grow those seeds of doubt and to bigger than just seeds and it cause a lot of problems really later on. So be organized in your due diligence just as you want your seller to be organized. Even your documentation. So that you’d know what you have and work off a check list, where be the last thing that I would ask. But don’t be afraid to add to that check list as you go through. Chuck: Sure and something else I would add, kind of similar, not a little different, is with the seller. They’re interested in knowing that you’re going to do well with their business and whether they realize it or not, the questions you ask them are important to them. Almost always. So if you’re not asking good questions, they’re going to think that you’re not serious or that you’re not going to do well with the business and we often see that buyers, or sellers won’t always sell to the person who offers the most money often times they’re selling to the person they think who’s going to do best with their business or somebody that they like. I see it time and time again. Recently I had a nice 7 figure deal, I was working with and every time I get off a call, you know, I do a wrap up call with the seller, “Okay, what do you think? and he went like, “Well that person didn’t ask any good questions like, I don’t want to sell my business to them.”, So make sure that you’re doing some due diligence upfront, you’re looking into these things and you have good questions that you’re asking that are relevant to the business. Mark: Yeah, absolutely! Do not research ahead of time, not wasting your seller’s time on the conference call is important. A lot of good sellers, when they go to sell a business, within that first week, they’re going to do half of dozen to a dozen conference calls and it’s exhausting to do. So if they get into a call and somebody asks, ask them question that was covered right up front. There’s a good place to ask questions that have never been answered, and there’s obviously you haven’t done your homework, sort of questions. So do have basic homework ahead of time so that people know about, that you’ve put in that upfront research. One thing I’ll add at that fellows, is if there’s something that you’re not familiar with, ask them about it and don’t be afraid about that. And at the end of the day, as a buyer you want to protect your money, but make sure you’re not making a bad investment so, don’t be afraid to ask those questions. If you ever have questions about, “Can I discuss this or what do you think?” Use the broker. We’re here to advice with the buyer and the seller through that process, we want to see a good deal done for our client. Chuck: Absolutely! Mark: Alright, this has been really long, but I think, good information so, Chuck thanks so much for coming on and maybe down the road, we’ll do another one of these. Chuck: Sounds good. I appreciate it! Mark: Cool, thanks! Chuck: Alright, thanks everybody! Links and Resources: Centurica offers a full blown due diligence services. Google Google Trends Builtwith Archive Trademarkia.com SEM tools: Spyfu moz majestic alexa semrush Website crawling tools: screamingfrog deepcrawl orangefox copyscape Publicwww is a source code search engine Spyonweb for looking for peoples adsense tools. DomainIQ provide information for domain pages Bannedcheck.com Social media: Linkedin Buzzsumo fantastic sm network tool.

Ricky Brigante started Podcasting 13 years ago about something he loved, Disney. The Podcast lead to a blog, that turned into a full blown website with over 11,000 articles, 70,000,000 page views, and a YouTube channel with nearly 1,000,000,000 (that’s a BILLION!) views. Ricky took his business from a hobby to being an invited guest to Star Wars openings and walking down the “red carpet” in Hollywood. Ricky seemed to have the dream business, yet after a number of years he grew tired of it and wanted to move onto his next adventure. He tried replacing himself first, and failed. In this Podcast Ricky shares his story, his triumphs and mistakes. He talks openly about hiring friends and family, being passionate about what you do, and making an eventual exit from a business he loved. Episode Highlights: Learn how Ricky built a YouTube channel with nearly 1 billion views. Content is critical – and Ricky talks about his approach to the more than 11,000 articles he has published over the last decade. When you need to hire, doing it to right way can add value, or headaches to your business and life. Speaking with a broker about selling your business is nothing to be afraid of. Planning in advance of a sale could bring a lot more value to a business. Why it can make sense to sell a business, even if you love it. https://youtu.be/ivzJQpxwaH8 Transcription Mark: Joe how are you? Joe: Doing great Mark, how are you? Mark: I’m doing well! I understand that you got to talk to one of our clients recently Ricky Brigante, am I saying that right? Joe: You’re saying it right Ricky Brigante. He’s the founder of Inside the Magic, he started of just a Podcaster literally thirteen years ago, he said “You know what this podcasting looks cool, I’m going to go ahead and talk about Disney”. I love Disney! We’re going to talk about that, and within a few months he had thousands of followers and it led to a, an eventual blog which became an eventual website to eventual Youtube channel to an eventual 900 million views on Youtube, I did say “Nine hundred million” that’s nearly a billion views, 11,000 articles on the website, something like 64 million views, 17 million views in the last 12 months. Just incredible for volume on the numbers and one of the smartest things he said that he’s sharing his advice not just in terms building a content business and the ways that he did it and following his passion, but the fact that he just sold the business, he said something most sellers don’t necessarily want to hear which is, don’t be afraid to have a conversation with someone like you or me or Jason or Chuck because you’re only going to learn from it and he wished that he did that 3 or 4 years ago. Because he feels like he would have sold his business for a whole lot more if he just planned in advance. Mark: Yeah, I mean, you know this Joe, a lot of times when a business owner talks to us, and they’re not in the mindset of selling, they hear what we do, they always get defensive. We see this at conferences a lot, they come up to the table and they say, “So what do you do?”, “We help you to sell your online businesses.”, “I don’t want to sell.”, “That’s okay, you don’t need to. I’m not going to sell your business without you knowing, trust me.” Joe: Life happens, life gets in a way, get a great pair, you know, whatever happens. You mature and you realize that “I’m never going to sell my business” is a temporary mind set. You should always build your business with the idea of selling it. I talked to, probably, I asked this question about half a dozen people this week at the show, which is “Do you know what the value of your house is?”, “Yeah it’s about this.”, “Do you know what the value of your car?”, “Yeah, it’s about this.”, “How’s the value of your 401 [inaudible 0:03:19] set?”, “It’s about this.”, “What’s the value of your business?” Silence. They really don’t know, they don’t know how to calculate it and in most of those times the most valuable asset that they own is their business. So Ricky talked about that a little bit and he just talks really about content sites, content development, advertising, following your passion, and there’s really not a whole lot of tricks to it. No gimmicks, just really, just doing the right thing, and the traffic follows. Mark: I love these interviews with previous clients; I think there’s just so much insight to gain from them. I don’t have too much more to say, so let’s go ahead and get into the interview. Joe: Let’s do it. Joe: Hey Ricky, welcome to the Quiet Light Podcast! How are you doing today? Ricky: Wonderful! Thank you very much for having me. Joe: Well it’s good to have you on, it’s good to see you, yet I haven’t physically seen you and people that are listening were actually recording this as well, on video. Haven’t seen you since we did the recording for getting your business launched and sold, which is now done. So we’re here to talk about that process and more about you and your experience as a content creator a Youtuber, all these things that you’ve done with some huge members. But as I said in the intro, or as pre intro as we talked, we don’t do fancy introductions about people, we want to hear it straight from the horse’s mouth so, for everybody listening, why don’t you just give us a little bit of a background on you, your backstory, and that kind of thing. Ricky: Absolutely! So yeah, I’m Ricky Brigante, obviously. I started a website, well it was originally a Podcast called Inside the Magic 13 years ago, and at that time, I just freshly moved to Orlando. You know, I was from Florida, was visiting theme parks particularly Disney for my whole lifetime. Going on trips with family and all that. And then I went to school, I went to college, decided to move to Orlando, that’d be close to it all. Then heard of this thing called the Podcast and I got it, sounds fun, I had sort of dabbled in audio video production through my schooling years, and I was like, “Okay I’ll just do this for a fun hobby. I’ll talk about Disney in maybe 10 or 15 minutes a week, and then after a few weeks I’ll probably get bored of it and moved on.” And so, much to my surprise, within, literally the first episode, all of the sudden there were over a hundred of people who tuned in, and I was like, “Oh that’s okay, sure, that’s not bad.” Started getting emails from people and then get a hundred turned into two hundred and turned into five hundred, and over the first few weeks suddenly was thousands. I was like, “Oh this is, I guess a thing that I’m going to be doing!” So, without going through the entire 13-year-history, essentially the Podcast kept steamrolling like that, eventually got to a point where I turned it into a full website, not just an audio show. Created a blog which ultimately turned into sort of a news site. Around the, not just Disney but expand more of the team that are tamed in the industry, Universal and other independent attractions and over years and years of doing that by myself. It kept growing and I realized I needed help, and so I started bringing out volunteers and then started paying people as more advertising money came in, and along the way, got accepted by Disney and Universal and others to be at grand openings and trying events, and do amazing interviews, and add some pretty fantastic times, eventually, finally realizing “Oh, this is actually a business in the making to more than just me..” So I started hiring people, went through few staff changes and ultimately found an amazing team of reporters that’s really selling and impressed me like crazy. After all of that, I finally got to go to a place where I was like, you know I think I’ve hit where I’m good with this. Everybody’s doing a great job and somebody else could probably come in and do a better job that I could know him because I want to pursue everything. That’s it in a nutshell. Joe: Well you did it longer than most entrepreneurs. Most do it for six or seven years. Some get tired after two or three but you did it for 13 which is a long time. How long was it before you went from the Podcast to the blog and generating advertising rather? Ricky: For the first, maybe two or three years, there was no revenue at all. It was just a hobby, completely. What I did in my spare time which got increasingly more and more even into my fair time and then I was like “Ah maybe I should throw some ads on this”, and so it started picking up, but it wasn’t really until five or six years in doing that, you know. Because this was before Youtube, before Facebook, before Twitter, before blogs really had gotten, you know, become as big as they are. It took a while for, sort of these big companies to realize the value in allowing me to be part of their, sort of, big media festivities and arranging interviews, allowing me access to cover things in a much better way than just some [inaudible 0:08:12] and so at that point, that’s when things really started to, sort of explode, particularly with the Youtube channel. That would, sort of always the bread and butter of it. Joe: So let’s talk about the youtube channel. I think you’ve got almost 800 million views on Youtube is that right? More than that actually. Ricky: It’s over 900 million now but, I mean it’s mine anymore. But yeah, I was getting close to a billion views on the channel which is a lot. Joe: That’s really incredible, close to a billion views. Tell us how you did that, how did you.. Did you hire some, who did help you with the Youtube channel? Talk about that a little bit for anybody listening that may have a content site and wants to get that video portion of it. What is the right process and right thing to do there, in your experience? Ricky: Yeah, I’m not sure there’s a one right methodology, well it definitely helped that I was joining that very early on, you know, right when Youtube was in its infancy and so there wasn’t a lot of content like I was putting out. Theme park related content at that time, so that always helps. You know when you get in early, obviously that doesn’t help any of you today, but I think the key, and this would actually be true for Youtube, be true for Podcast, be true for the website, it’s to produce really good quality content on a regular basis, and then most importantly, see what people pay attention. Just because you’re focused on this one thing, maybe everybody is really liking this other thing that you’re doing, that will sort of, not even really, it was an afterthought. You know, it’s okay to gravitate towards what people are enjoying most, and just find your path from there. Joe: So did you take.. Did you advertise on your blog, on your website that you had a Youtube channel? Did that start to get the views there? Or you paid advertising? Ricky: Well it was kind of a combination. I never, in the history of the 13 years, I almost never paid for any advertising for Inside the Magic. I did minor Facebook ads here and there, I mean, boost a few posts but other than that, I really didn’t do any. It all grew very organically. Fortunately that, what’s great about a Podcast, I’m sure you know this, it’s very personal connection to a certain sort of viewers, and it allows you to sort of.. They feel they’re a good friend of yours and so when you say “Hey, I started this Youtube channel, come check it out”, like “Oh cool! Ricky started a Youtube channel!” not like, “This corporation has tried to do this promotional thing.” It feels like a personal relationship, and as long as you don’t try to take too much advantage of that, you know, you treat people like people, not just as products or customers or, you know. Everybody’s out there because there you sharing a passion. That’s what really came down to, so that shove through no matter which version of sayings I was working well. Joe: So the Podcast really led a lot of people to the Youtube site. Ricky: I think so, at first. That’s before it really started. But then Youtube has its own recommendation engine and it found, just a sort of, a life of its own, that there will be people on the Youtube channel that had no idea there was a Podcast, and had no idea there was a website, and there are people on the website that have no idea there was a Youtube channel. It’s sort of these individual unique communities that definitely, sort of grew organically, I would say, back when Facebook organic reach was a lot better than it is now, you know, several years ago, that also help drive viewers to Youtube. You know, you used to do all the plays that Youtube video on Facebook and that would show up huge on everyone’s feed, and would auto play, and that was a great way to get off, wherein nowadays you can’t do that anymore. Joe: Well on that Facebook site, you’ve got a pretty good following something, like three quarters of a million? a million followers? Ricky: Yeah, almost. Joe: I keep saying you, and it’s not you anymore, it’s Kurt, the guy who bought it and that owns it. So I’ll sled a back and forth here, but three quarters in a million social media followers, almost 900 million video views, I would.. How many actually paid views on the website itself? Do you know? Ricky: Oh gosh. I mean, we were at a height pushing a million uniques a month. Joe: Okay, that’s pretty impressive. How did you churn out the articles? I know there were about 11,000 articles at the time we launched the business for sale. How did you consistently write new contents on a regular basis and did you focus on certain keywords for SEO purposes or did you just write good quality stuff and people watched? Ricky: You know that was a huge learning curve for me. I’ve always been a pretty decent writer but I didn’t know what it, I mean I never went to journalism school, I didn’t know what it meant to write a specific kind of writing. That is note informational, largely, and telling a story. And I knew very early on that I never, despite doing a Podcast for people just listen to me, [inaudible 0:13:01] on about things. I never really wanted the focus to be on me, it was always about the content, and what I was talking about or writing about, it was the information I was presenting and doing that in such a way, that made people interested in befall story. It wasn’t just like, “Here’s a little tidbit” moving on. You know it was like, what does that mean? What’s the why? I focused on “why” a lot, really. You know, they say that there’s that five W’s. But to me, “why” is always the hardest question to answer, it’s the most interesting question. You know, what’s the reason that a designer put this thing on the wall. Why now? Why this place? Why this IP? Do you know there’s a million why’s people always ask and those are the hard questions that I tries to largely focus on when writing, and in the process, I definitely wrote with an SEO mindset. I didn’t write traditional grabby headlines, so much as like Google friendly headlines with a lot of keywords. I definitely tried to write content that had.. If I was writing about a specific new ride that Disney opened, for example, I would make sure to include exactly that particular phrasing of that ride, five or six times in the article so that, you know, those sort of standard SEO tactics, and that works fairly well. It got us a good place when in new cycles. Joe: Were you writing for Google or for the person that was actually going to read it or a combi? Ricky: Definitely a combination. I tried to keep both in mind because I don’t want to be illegible. I didn’t want to just see like it was this keyword saturated nonsense. So I guess it was a balance of figuring out, “Okay, how much keyword saturation did I need and how long could I make the piece of it that felt very natural?” Joe: Okay. So for those that are developing content sites, really, the way I look at yours and still do is that this is a real legitimate business, in a passionate niche that you care deeply about and share that enthusiasm with others the end result was a fantastic business that’s sold at a great price for you and also provided a good living for more than a decade. Ricky: Yeah. Definitely I think the passion is what was the most important about it all and that’s ultimately what influenced my decision to sell the business. Because over the years, you know, you do something for.. I did the podcast literally, every week for 10 years I didn’t miss a single week and after that got a little burned out on it, you know, the passion was starting to dwindle, and I knew that I couldn’t produce my best work if didn’t have my heart behind it. Whereas I saw, as I brought on new staff members, their passion was, reminded me of how, you know, when I started. Then I was like “Okay it’s time to hand that off” because I have, you know other passions that I wanted to follow in life, and it’s time to move on. Joe: Talk about that process a little bit. Let’s shift from the development of this amazing content site. This Youtube machine that you built, to the business you decided to sell. I think you and I, prior to listing the business, we’ve been chatting for a better part of the year I think, right? Ricky: Yeah it was like eight or nine months before we finally listed it, that I first emailed you and at that time you were like “ah you’ve seen that, you got to work on this, you got to work on that” so.. Joe: Right, and you had made the decision at one point like many entrepreneurs, you’re like “okay I’m tired, I’m done, I need to let somebody else to run this”. Ricky: Right. Joe: And you stepped back from it, and you put other people in place. Tell us how that, worked out a little bit. And what your mindset was at that time and how you had to shift afterwards. Ricky: Definitely really challenging process to go from what was largely a one man operation to becoming a legitimate for like a, or a better word “business” it was.. I went through almost three entire staff, sort of setups, before I finally found the right group of people and the right flow and the way that it worked. It was hard for a while you know, It’s like I had some really amazing people and they just didn’t work well together, and I wasn’t able to give it my all to make it work and so then I was like “okay move this person out, move this person in”, it was like a, you know, a chess game, figuring it out, the great pieces next to each other. It was definitely a lot of work. I didn’t realize that, in trying to remove myself from the business, I was actually giving myself more works that I had ever done. Joe: You are no longer a writer, a Podcaster, you are really manager of people that were not happy with each other, unfortunately. Ricky: Yeah, definitely, I’m in, and ultimately people were very happy with each other fortunately. So I had to learn how to be a boss, how to be a manager, how to be a, you know, some staffing, recruiter. I have never done anything of these things before so I just figured it out as I went.. Joe: Right. So you built that up, you were a one man trip for a long, long time put staff in place. And then you stepped back from the business and I think that’s when we first chatted. You were kind of burnt out and you had stepped away from the business and, unfortunately it timed with your cost going up and some of your numbers coming down. Ricky: Right. Joe: Then the decisions some of the people made and you stepped back in, still wasn’t full time, I don’t think it was full time at all, by the time we started talking. But the timing of the sale is critically important as you’ve learned, right? Ricky: Yes, yeah definitely, no that’s a good point cause, yeah, I had over staffed and that was impacting the bottom line, tremendously. To the point where there is even a negative month which was not happy to see. So I knew at that point, I was like even if it’s not going in the right direction, and makes some drastic changes and yeah, even though I have stepped back significantly for a whole year, I had to jump in full force which of course you know, when you told me to, [inaudible 0:18:40] what I needed to do, I was not happy at all. I get it. But somehow, you know, I found it within myself “Oh my God, if I’m going to do this, I’m going to commit to this idea” and i, yeah, with your guidance which, thank you it helps, tremendously. You know, checking in throughout the months and sort of navigating the.. You know, I’ve never sold a business before, I didn’t know what that process was like, so it helped tremendously for you to be incredibly patient. Walking through the process and eventually I fully understood what it was going to take for you to get there. Joe: Well, let’s talk about that for a moment because I’ve had these conversations a lot and often times I’m tacking myself on the chest and you’ve got to have the heart to do it. Right? Because it’s easy to look at the P&L and the numbers in the trends and say like, Mark Doust told me when I first sold my business through Quiet Light in 2010. He said, “Joe, wait six more months, the trailing, 9, 10, 11, or 12 would fall off and you’d make an extra amount of dollars.” and I did. I waited. You and I had that same conversation and that worked. Dozens of entrepreneurs, what you had, and what’s so important for those people listening is the heart to do it. Because you were done, you were tired, you were ready to move on, you set back from the business, and you said “I’ve got a cash calcu, this is just going to keep generating revenue, these people that run it for me, and unfortunately it didn’t work” and the trends took an ugly turn, you stepped in and you fixed it, but we had to give it sometime right? We talked for eight or nine months. So what we did, for people listening, is that we let that time pass, and then we sell at the most recent, six months did it, we absolutely did not do six months times 2 to get the trailing 12. We had to still do the trailing 12 months because every buyer wanted that. Every buyer looked at that, and the business was seasonal. It’s Disney right? There’s, big events, there’s summer times, there’s fourth quarter, there’s Thanksgiving, Christmas, all those things. So we had to adjust the P&L to what you’ve been doing the last six months, and do, some things that you don’t necessarily want to do, which is proforma stuff. What we did with Math, and logic, and a lot of work on your part, and it worked. We had a couple of offers right out of the gate and of course… Ricky: Surprisingly fast! Joe: Surprisingly fast, but we knew, right? That this is a niche where it’s full of passion, where it goes from you and the people that visited, by the millions every month. The couple of people that come to mind, were they passionate about Disney? Or were they just investors? Ricky: Right. Joe: One of them was, very very passionate about Disney. I think he probably visited more than you, right? Ricky: Lately yeah, that’s probably true over the last couple of years. Joe: Yeah, so it was a matter of finding the right person for the business and being very passionate about it. But for those listening, we did find an SBA buyers, Small Business Administration, and there were some real benefits for that, and there were never some real challenges along the way, timing wise. Typically, SBA loan is going to take an extra 30-45 days with a cash buyer. In this case, I think we were at least at 90 days, is that right? Ricky: More than. We were pushing a hundred and something. Joe: So we went through Thanksgiving and Christmas so console things down. Ricky: Yeah. Joe: But the whole process took a little long and the communication was a little hard and you were very patient. What was the upside for those who think to having to wait? It was, that you own the business for an extra 45, 50, 60 days and you got that revenue, right? Ricky: Right, well sure . Specially in the business that I’ve been doing, you know, a lot of that revenue that comes in is on that 30 even sometimes on that 60, so I’m actually still even though we closed a couple of weeks ago, I’m still going to get it after we did additional chat in another couple of weeks, I’m just, from some of that residual, you know, what last, last month that was added on there that wasn’t expected but sure, I’ll take it. Joe: Right. Alright so, let’s talk about what if you could do it all over again, on the business itself. In terms of that transition from being a solo entrepreneur to hiring people, to trying to step back and realizing you wanted to sell. Is there anything you would do differently, for anybody that’s listening, that wants to walk down your path and live in it, eventual step. Ricky: Yeah, definitely, and this is probably the case of a lot of people that, you know, okay you’re by yourself, you’re working like crazy on something that you’re passionate about, you want to bring on help. Who do you go to? You go to people you know. You go to your friends, you go to family, or people that feel like family. It’s, you work very well with those people at first, but you don’t know how that working relationship’s going to be and then more importantly, if that yourself, you don’t know what the fall out about is going to be. And is there, you know, the challenge of having to tell someone who is a friend, “I don’t want you anymore.”, that’s really hard whereas you just hire someone out of the blue, a lot easier to part ways, when, you know, make those business decisions that you need to make. So, I definitely realize and I will carry this forward in any business I’m ever involved, will begin with, from in that vision that I would rather hire people that, it’s like, that I don’t know, or that I only professionally know. That I know they’re good worker, and I don’t need to try to socialize with them. You know, it was hard for me to transition into that boss role. Never hire someone you can’t fire. Exactly that’s a very assisting to way of putting in. Joe: Okay, and then in terms of position, the business for sale, looking back, are there certain things that you wish you had done? Ricky: Oh boy, I guess, well, I mean that’s inter-relevant to what we were just saying. I wish I had, you know, got rid of some extra people sooner so that I wouldn’t have had such, a couple of, you know, poor months that we’re bringing the numbers down. I guess I wish I had started thinking about this, like, earlier. That it’s not as scary as I thought. I wasn’t going to be to just open that conversation with someone like you to understand what it takes to sell a business, what you need to strive for. If I had known that, two or three years ago, I probably could have sold sooner and potentially even at a higher price because I would have been more focused on putting the pieces together without even trying to rush to make that out. Joe: Right. So, I was at the Prosper Show last week and I’ve said this probably 85 times. Don’t wake up one day and decide to sell. Ricky: Right. Joe: Plan to sell. And that’s what you’re saying, is that if you plan it well in advance, don’t be afraid to have conversations with people about the value of your business and what to do and how to do it. You’re a mature entrepreneur or professional, no one is going to talk you into signing an engagement letter just to get their hooks and do for commission. Have that conversation, that’s what the advices are there for. More people they talk to, the more business they get for themselves as well. So, plan to sell. Don’t decide to sell. Think about it well in advance as the other piece of drives that you give. Ricky: Definitely. Joe: Okay, and on the content creation side, you think that, if anybody can pull off you on the Podcast, they should go for it because it gets more personal? Ricky: Yeah, I saw a really funny video going around online, it was from Funny or Die, or College Humor, one of those. Where someone was going to start a Podcast about something in [inaudible 0:26:22] and the whole video was focused on reasons why to shoot and start a Podcast. Say, it was literally called “Your Podcast will fail”, and approximate, it was essentially, there are a lot of Podcast out there. Not everybody wants to listen to you, talk about the way it’s set instead of the Game of Thrones, you know. But if you do have a significant passion about something and this is why I think it worked for me, I didn’t really set out to make it a business, you know. I did it because I wanted to, because I was going to have fun with it, because I wanted to connect with people, and that’s what a Podcast is [inaudible 0:26:51]for. So if your goal is to do anything that’s just, “Hey, I’m talking to you because I enjoy it and because I want to bring a connection together.” I think that’s a great reason to do it. Not so much if you’re just looking to either become famous or make it click bot because you’re probably not going to do either one of that quickly. Joe: And you know what you did though, and you’re very humble about it. You took a hobby, “I’m going to spend 15-20 minutes talking about something I love.” every week to 11,000 articles, 700,000 social media followers, almost a billion video views. That’s pretty huge, so don’t go lightly about, you know, you own endorsements, you’ve done something pretty impressive. What do you moving on to now? what’s your next adventure? I think you’re staying in the attractions area right? Ricky: Yeah, I have went on really, sort of, unexpected results of doing what I did for the last 13 years was being a, having a tremendous chances to get to know some of the top talent in the themed entertainment industry. From, you know, the best designers that have been there for decades at Disney, you know. People who I really respect and look up to, and people who I’ve read about in books. And I was like, “Oh, now I get to talk to this person.” It’s like I, over, you know. The last 13 years, I’ve gotten, sort of a, master class in design, in themed entertainment designs specifically. So, I’ve been so inspired, I went on a way that now I was re-venturing of, to be a creator instead of just a commentator or an observer. So, I’ve joined a company called Pseudonym Productions here on Orlando to create our own productions. We’ve actually already done four over the last three years, but now we’re really, you know, I’m going to be spending a lot more time, full time, making a, have a more permanent place that we can, you know. People can enjoy what we do year around rather than just a few weeks of their time. Joe: Are you future Walt Disney? Is that what you’re saying? Years from now it’s going to be you? Ricky: I think our content might a little bit unique and possibly weird side sometimes. More skewed toward the older audiences, but sure. You know, anything’s possible and I would love to see what we’ve started very small good, just like I did with, you know, beginning at a Podcast and that sort of, growing and growing and growing. That’s for the next 10 years, and who knows how big this could become if it does, you know, productions running worldwide. Joe: Right, you’re passionate about something and based upon your history, I’m sure you’d going to do pretty amazing with it. Will you continue as a freelance writer for the parts of Disney for Inside the Magic? Ricky: Well, I will say that, with the new owner occurred, I already sort of a hand shake agreement that I’m going to come back next year when the big Star Wars land opens, cause I’m a huge Star Wars nerd, I didn’t want to miss out on that, so I think I’ll pod back in from time to time you know whenever he might need some help or just when I’m sort a beg him to go to some cool event but, for the most part I’m going to try put myself in some distance there. Joe: Awesome, well you probably need some break from it. In time I think you’d probably say to yourself “Gosh I wish I could get in, I wish I could meet that person”. As long as you keep a good relationship with Kurt you’ve gotten in, Right? Ricky: I sure hope so. Joe: As then next, Walt Disney people will be coming to you anyway. Any last minute thoughts, any advice that you’d give an entrepreneur that’s developing a content site, a Youtube channel, in terms of what they can do to do as well as you have. Ricky: Well so, here’s a thing that I’m taking forward with me even with Pseudonym Productions, because it’s also, you know, we’re going to generate contents, a very different type of content, but it’s still content creation, and I think it’s important to, well, be business minded about it. It’s really doing it because you love it, and because you can, as you’re saying earlier “The heart for it”. Joe: I think if you start in with a goal of something astronomical and massive from nothing, is a good chance you’re not going to get there, in every, not as quickly as you hope you will. But you know it’s, write what you know, what you love, you know, whether you’re just making a blog or writing something or you’re taking photos for Instagram. Do it because you love it and don’t early have any expectations. You know, sort of clear your mind, share things that you like and follow, you know, wherever that goes. I mean it’s, most of it is free to do you know, everyone’s got a phone, everyone’s got, you know, their internet connection, just do it, create. You know. Joe: I like it. That’s excellent advice. I appreciate your time man. We’re running out, I want to make sure that we share some show notes, people to reach out to. What was the name of production company again? Ricky: Pseudonym Productions and the website is pseudonymproductions.com, and that’s where all the contact info’s listed. Joe: They can reach you there and they should definitely look it up if they’re ever heading to Orlando right? As an alternative to Inside the Magic? Ricky: Yeah. Yeah, exactly and we’re, you know, looking for partners as well that create awesome new things. So if anyone likes what you see on the website and want to become part of it, reach out. You know, I’ll send an email back. Joe: Fantastic. Thanks for your time Ricky, I appreciate it. Ricky: Absolutely. Thank you. Links: Ricky’s Next Adventure: Pseudonym Productions: http://www.pseudonymproductions.com LinkedIn: https://www.linkedin.com/in/rickybrigante/ Twitter: https://twitter.com/rickybrigante Personal site: http://www.rickybrigante.com

If you’ve ever wanted to sell or purchase a SaaS business, listen to this Podcast because Nathan Singh has done both. He sold his own SaaS business in early 2017, only to turn around and buy a bigger SaaS business in December of the same year. He’s a former NASA Scientist who out-negotiated a full price, all cash buyer to win the deal and close on a multi-million dollar SaaS website. In this interview Nathan shares how he approached his listing review, initial seller conference call, due diligence, navigating the SBA process and the transition after the sale. Nathan also shares why he feels SaaS businesses are the right fit for him, and what other types of website business models he looked at during his search. Episode Highlights: Learn how to make a buyer love you – and want to sell to only you. Interviews should be conversational, friendly and flow naturally. Nathan shares his SaaS due diligence process for this business. Seller was meticulous using Asana and Dropbox with SOPs and a streamlined process. How to navigate the SBA process and the team he worked with. What was it like to take over a remote team that was loyal to the owner. How he took over the business, worked for three weeks and then went on a three week vacation. SaaS Businesses produce recurring revenue without product working capital. Seller worked part-time and Nathan is planning full-time to expand and growth the business. Nathan purchased this SaaS business with an SBA Loan. Tax returns matching the P&L is great, but not always the case for solopreneurs. Keeping the sale confidential is critical until the APA is singed. https://youtu.be/yj_XkpWdRKs Transcription Mark: Hey Joe, how are you doing? Joe: Doing great today, how are you doing today Mark? Mark: I’m still under the weather. Joe: I had somebody tell me at the prosper show recently that they obviously enjoyed the podcast they came out to pay this compliment, but that he could tell we were in different parts of the country. I’m not sure how, I said “Did you watch” he said “No, I listened”. And he knows that we’re in different parts of the country. So where are you in the world just so people understand? Mark: How in the world did he know that? Joe: I don’t know. It’s your funny accent I think. Mark: I’m up from Minnesota, although people think that Minnesotans have an accent, we do, but especially up north. Not as much in the city. I’m in the Twin Cities the Saint Paul side. If anybody’s ever coming to the twin cities just drop me a wine and be happy to get together. Where are you? Joe: I’m just northern shell at North Carolina out in Morris zone North Carolina, and the more people I talk to, there’s lots of sellers around here, lots of buyers around here and I’ve connected to just quite a few so anybody in this area, reach out. Mark: I thought down in North Carolina you guys supposed to have a bit of a twang accent, aren’t you? Joe: No, not from here. [inaudible 0:01:47] from here. Everybody moves here because they’re too darn cold up north. I grew up in Maine. We fled to the south back in 2006. Mark: Ah, ah. Whoever that was that knew we were in different parts of the country, I want to know how. That’s pretty good. Joe: Not only did he know that, he came up to me to thank you and me personally for doing the Podcast, number one, and doing it with Norm Ferrar on SOP’s because he got to connect with Norm, and it helped take his business to the next level, and he said it has made a huge difference in his business and his life. Mark: That’s fantastic! Joe: Yeah! It’s a feel good moment at that time. Mark: We got to be careful; our heads are going to get really big. Joe: I know, I know. Let’s talk about somebody who doesn’t have a big head but should, because he’s a really impressive guy. That’s Nathan Singh. He bought a multi-million dollar SaaS site for a million. He has also been a client. We sold his SaaS businesses before. You remember Nathan well, right? Mark: Absolutely! Joe: Well, Nathan is one of the nicest guys, very humble. Former NASA scientist, NASA engineer, and turned entrepreneur. We worked together first on the sale of his business last spring, and then he purchased a multi-million dollar SaaS site I’ve closed in the fourth quarter. And in review, we’re sharing on this Podcast a lot of the things that he did right to make a great impression on the buyer, to out-negotiate all cash buyers to work with the SBA and lender to literally, quote, Nathan is one of my favorite clients of all times from the SBA lender, and the under writer as well. He instilled confidence in everyone all along the way that made him the choice to be the buyer that they approved him overlooking at other buyers as well, and he has just done a great job. Getting the business sold and then he talks a little bit about what he has done since purchasing the business including going on a three week vacation within three weeks of buying a multi-million SaaS business. Mark: Wow that’s pretty brave! I don’t think I could’ve done that. Joe: He had it planned, he took it and things went well, and they continue to go well. Mark: That’s really good. So I’m excited to listen to Nathan. Nathan is generally, one of the nicest guys I’ve dealt with in 10 years, and I’ve dealt with a lot of nice people but he rises at the top of the list of one of the nicest guys. I’m excited to see him in the video, because I don’t think I’ve ever met him in person. Also, more importantly, listen to what he has to say. Mark: Let’s go to it! Joe: Hey Nathan welcome to Quiet Light Podcast! How are you today? Nathan: I’m doing well, thanks for having me. Joe: Excellent man! We haven’t chatted for a while. I know you’ve been traveling so welcome back. Listen, we’ve talked about this briefly but the tradition on the Quiet Light Podcast is that we don’t read scripts and do flowing introductions of our guests. We’d rather hear it straight from you so, for the folks that are listening today, can you share some background on yourself as an entrepreneur and where you come from? Nathan: Yes sure. So, before I was even an entrepreneur, I started off doing software engineering, and mostly high level stuff on requirements and project management. Work on department of defense for a couple of years and then moved on to their space operation. So while I was there, I really got the bug, for trying to start my own business that we knew we have an idea what I was going to do, but I just happen to run across somebody who was selling an app and basically started his app and it was a screenwriting program called Scripts Pro, brew that out for a couple of years and then it got acquired, and I was like “I want to do this again” so it just rings and repeat. After that I had an online ordering platform called Order Zen and had the same with that. At that time was actually easy to broker. So I brew that out till what I can do, and then we got that acquired, of course with a seller for that one. Pretty much after that, we became very tight, and I monitored your listings specifically, very closely, and then we came across the listing for Envira Gallery and that’s kind of have [inaudible 0:05:57] Basically, that’s pretty much the background that I had since industry extinct and that’s why I [inaudible 0:06:02] it over to this senior entrepreneur acquisitions have been online businesses. Joe: I think you sort of lightly flew, touched over the fact that you were a NASA scientist. I mean, come on, that’s a glowing thing to have in your resume. Let’s not make that too light. It’s an interesting transition from a scientist working at NASA to becoming an entrepreneur. I guess once you get the bugs, you will get the bugging, and you can’t stop. So that’s great. So I want to talk a little bit about the process that we went through, and you in particular, went through in buying Syed’s business. Syed was a guest on the Podcast as well, as you know. In terms of how it works for you and what we looked at, can you, for the people that are out there looking at businesses and building portfolios of online businesses, can you talk a little bit about your vetting process and how you went about it? Then we’ll jump into how you handled the call of Syed and the whole process right through the closing. Nathan: Yeah, absolutely. So the good thing, I mean I had some pretty good time between the time that I sold my last business and the time that I was working. So I got pretty acquainted to what was in the market, multiples they were going for, and the kind of business that sell out. So predominantly I was looking at SaaS businesses. I’ve been it in before. I love the fact that it was recurring revenue, there’s no product I had to deal with, so I really zero in on that as my primary, well, it’s more left open to great businesses that had good year over year return, and Syed just sort of filled all those checkmarks. They had great in over a year return, it was growing. In his case there was kind of a lower owner involvement which is great because that allows me to come in at full time and really push at the growth. So those were some of the main key characteristics. But one of the biggest ones, I know that you’re familiar with this one. First question I’ll ask you is, “Joe, is this taxable?” and I wanted to make sure that was it, because I wanted to leverage my money as much as possible. It may not be for everybody but we certainly list, so I’ve been trying to pursue SBA business and the loans for a while, [inaudible 0:08:04] And as you know that’s not been easy for the last, however many years. But I would say within the last year too, I’ve seen more qualified banks and qualified SBA folks come in and be able to really take that sort of thing with ecommerce businesses and SaaS businesses, know what they’re talking about, and present it to their credit department, and make it happen, and I actually solve with Stephen Speer, he’s not even a competitor, he’s a guest as well. Joe: That’s right Stephen Speer from BankUnited, for those that haven’t heard the Podcast, he was a guest. Very informative, as far as lenders go, I’d say Stephen is top notch, the best, and he’s an entrepreneur, sort of, himself. Yes he’s a lender with BankUnited but he works from home often, more often than not, and lives our lifestyle which is really unique, and he understands ecommerce and so he is underwriter, really important. So for those not familiar with the SBA, it’s Small Business Administration. If you’re buying a two million dollar business for instance, you don’t have to have two million dollars. You can have 200,000 dollars and really leverage your money. But note, is Austin a ten year note which obviously works very well in terms of these online businesses. Let’s jump to the first call that you had with Syed. Nathan, can you talk about your objective was on that first conference call would start? Nathan: Yeah, so the objective is pretty much similar as with most sellers, you try to get a feel for the seller and knowing the business with its seller personally. You’re going to be working pretty close to this guy or girl. So, the main thing is, I want to understand what Syed does day to day, what is his outlook for the business, you know, kind of that more, the regular things that you’ll for even if you’re buying a house, and how the thing was maintained. So with Syed, it was really, we talked about this before. He knew early on that I was a gator so that kind of help me knock a little bit there too. Joe: What do you mean gator? What does that… Nathan: For the gator, so quarter gator not [inaudible 0:10:11] it’s seminal, it’s two different things.. Joe: Did you see the Podcast by the way? Nathan: I heard the Podcast with Syed. Joe: I put the hat on and I have a gator said hold up… There it is right there folks.. Nathan: But yeah, it was really bad to understand, you know, kind of gains and knots in the businesses. I was a buyer, one of the specific things you’re looking for is, is there anything I’m missing that wasn’t in the perspectives, in terms of, what is the seller doing that if I remove him from this equation, will I still be able to do this? Because that taught something that you will rarely see at perspectives and even on conversation. You’re kind of feeling out for that but at the main time, at the main thing, what I would advise, anybody that’s listening that’s looking to buy a business, because I’ve been doing this for a while, in terms of talking to sellers, and back and forth, and I’ve been selling my own business. You don’t want this to be a stringent interview where you’re just running through all these questions, you want to be very conversational and let it flow. I’ve gotten a lot of good results by doing things that way. I think that was the main thing, is that we kept it friendly and conversational instead of, “I’m trying to figure out why you’re selling this because I don’t trust you.” It was just a totally different approach. Joe: I can tell you that, with the conversation that you had with Syed, he has told me that on that call he wasn’t looking forward to it being over. He enjoyed the conversation and the things that you had in common like the gators, but more along the line of taking care of the customers, and taking care of your people or your staff first, and he really enjoyed it. Where some of the other conversations that other seller have, they can’t wait until it’s over. I had that experience with one of the people that called me when I had my business for sale back in 2010. He was rude, he was abrasive, and I did all I could to stay on the line and be polite, and just wanted the call to be over. Even if he made me a full press offer I would have a hard time selling him the business. So that makes a huge difference, I think when you ended the call with Syed, his thought was, “Man I really hope Nathan makes an offer, loves to do business with him, and the people that are using my services and products, and the staff that I have in place, will really enjoy working with Nathan and thrives with him as the leader of the business.” Is that kind of what you were shooting for or it’s just natural that you did that? Nathan: You know I think it’s a little bit of both, I’ve sold being on the opposite side and being on Syed’s then while I was selling my business, I’ve come across different buyers and newer party’s conversations, when you just talk to them, you’re like, this is not the right fit. Even if this guy came with a complete cash offer or whatever it could be, this may not be the right fit. With Syed, I kind of guessing here, I think he was sort of looking, not so much about the deal or the money but he was looking for a right fit because he was worried about his folks that were, i mean these are all permanent employees with no contract, there’s really in this business, five of them, and so he really cared about them and he really cared about the customers. A lot of it came from me just doing things that were customer centered, I’ve always run companies like that, I’ve run teams that way, and I just sort of mentioned that, I was like, I don’t know who else your other buyers are, but this is the way I do things, so I don’t know if that fits within your battle, it just happen to be that way, and then I heard later on that these were his core values, and those are my core values, and we just sort of mesh over that. Joe: Yeah, it was exciting factor in choosing you over the, technically, two other buyers. Let’s talk about, jump forward to your due diligence process, what was your goal in due diligence, how did you approach it, and how long did it take? Nathan: You know, it’s funny. I’ve done more due diligence in past businesses that was much smaller. I’ll sort of elaborate it on line. So the initial due diligence I’ve coarsely didn’t know, returns on profit and loss versus statements and all that good stuff, what you’re supposed to do. I did not do as deep with due diligence solely because of the talks that me and Syed did have, and just the reputation that Syed had. So his influence in the WordPress community, he has got a lot on the line. So I didn’t really have to worry about him ripping you of and stuff like that. He was really worried about, they going to the right buyers, versus me worrying I’ve got the wrong seller and the wrong product and… Joe: But you still verified that financials that was to make sure… Nathan: Yeah, the basic stuff was all done but I didn’t lose any sleep worrying if it’s something was going to happen because, again, there’s still background that you’ve parked over this. When you see that the tax returns are completely reflective with the P&L that got submitted and the perspectives, that right there gives me the warm fuzzy I need as I go forward. I don’t have to kick and [inaudible 0:15:00] as much, trying to figure out where am I getting ripped off. You’re going more with the mindset, okay the basis is there and everything else should just work flow and it did. But that was the main stuff, it’s just making sure that everything wind up with ways that it was. Joe: You only note on the tax returns, for those buyers and sellers listening, Syed had a business partner, so often time with partners, the tax returns and the P&L’s are very very clean. When you are a solo entrepreneur, your more things, personal things with the business, it can get a little bit messier. The SBA looks at the tax returns, first and foremost, they’ll use the P&L’s if it’s halfway through the year, and three quarters went through the year, thanks for that nature. But the tax returns are first and foremost, and what they do, their valuations off of. So don’t be completely afraid if you’re a solo entrepreneur, that you cannot sell a business, then have it be, financed with an SBA loan because you absolutely can. With the lenders that we’ve worked with, they understand the add tax schedules and the personal benefits that anyone takes, and so do the underwriters within the group that we work with there. So, you didn’t worry too much about the due diligence process, naturally, you verified the financials, you had several calls with Syed, and you went through the process with the SBA. Let’s jump to that for just a moment, what was it like going through the SBA process and what did you had to do? Nathan: Yeah, the fun thing is that I had actually been through this process with previous businesses before, and so I’ve actually gone to that fun part of the business. We just had issues and pulled out. I was familiar going in. So first of all, kudos to Stephen, kudos to you, and kudos to Syed for just being an awesome team for making it all happen. That’s probably why we had them work speedy close than what’s usually expected. But you know, aside from that, I think having everything ready to go, I mean, Stephen was good about that, and pretty much gave me more or less the stuff that I needed in terms of, “These are things on the checklist, you should probably have this done because from my experience I know that it’s more of that likely go through”. That helps, because a lot of times, there’s always [inaudible 0:17:17] going on, a lot of times the buyer takes a long time to get stuff back. So we didn’t really have that issue here. But you know, again, it really mattered. I’ve worked with SBA bankers before, and it really matters on who it is that you’re dealing with. With Stephen’s case, he just had everything down. He’s done ecommerce, he’s done SaaS businesses, there is no “Well how does this work or where is the? So tell me where the hard assets are in the business?” There was none of that. So that kind of straight lined the process really well for all of us. But I think just having that stuff done upfront, that’s what helped us get really done at speedy line. Joe: You said that Stephen and myself and the underwriters all worked very well together and Syed and so on and so forth. I happen to have dinner with Stephen and the underwriter that worked on your business, they were both in Charlotte a couple of weeks ago, and they both talked about you being one of their favorite buyers. So for anybody listening, this stuff matters, Nathan brought a business, would that note to the seller, when somebody else made and all cash offer. The seller chose Nathan over that all cash offer at the same purchase price, because he liked Nathan and what he stood for. The SBA lender and the underwriter, both said that Nathan was one of their favorite buyers of all time which makes process easier. They’re going to work harder for you when they like you. It’s human nature, so really really important to understand that aspect of it. Let’s jump now on to closing, training, and transition, and what’s taking place since then. I think we closed just before Christmas. By the way it was probably from letter of intent to closing about 50 days which is fairly short for an SBA loan, and we had a full week of thanksgiving in there, so call it 45ish. What’s transpired since you close, how was it going, what was training and transition like and so on and so forth? Nathan: Yeah, again, comparing it to the past businesses I’ve had and worked with the past sellers, it’s been night and day. The great thing is that because of the level of business, you know that will add the seven figures, because Syed runs seven and eight figure business above, he’s very meticulous. So the first thing he did was setup, you know when they found a project in a drop box to view list. With all other things that his team needed to do for me, everything I needed in there. So that made it a lot more extreme ride then. Again if you’re selling your business and you’re getting to that point, make sure you have something like that in place, because that’s the other warm fuzz and that lets you know that “Okay it’s stuff I’m not thinking about as a buyer, the seller informed about for me” and we kind of running through those checklist. So, you know, I would say the transition went pretty smooth, I mean not really that he cuts.. You know, I talked to the CTO, I talked to the CFO, we all had these one on one’s where we talked about what they did, so I made sure that I knew exactly what each person role is because I was taking over a couple of people’s roles… Joe: How did they feel by the way, the staff, with you coming in and taking over Syed’s role? Were they excited? Were they scared? What was that like to tell them that news? Nathan: You know, I think that initially they were, like most transitions, they were maybe a little one sided, just because, there was a lot of grey areas up until the actual deal was inked. So they were a little one sided, they were a little confused about what was going to happen now, they are getting the impression at something else or did I keep the same things they’ve had. So from my end, it just took a little bit of, getting them all on, talking to them face to face and letting them know, “Listen, everything stays the same, I’ve liked the way that Syed have done business, I’ve planned to keep those same things in place, let me know if there’s something you’re customed to and that is done because those things have all been accounted for” and so I wanted to do it and make sure I went above and beyond what they were expecting what happened after this transition and just kind of talk them down on the fears of what naturally happens when there’s a transition even in corporate out and serious stuff. We’re good to go now and that’s what kind of passed that. Joe: While we kept it confidential, we didn’t want to let the staff know that the business was even for sale, until everything was finalized, inked, and really truly going through. That’s something all sellers struggle with, when to tell the core people. In my case, when I sold mine, I think I waited until the asset purchase agreement was signed, because she was valuable to me and I wanted her to stick around for me and for the new owner of the business. So that’s what we did here, and I know that Syed said you did a great job instilling confidence in the staff and making them feel comfortable. One of the attractive things about this business is it was one of many businesses for Syed so he wasn’t working full time on it. How was the workload then for you, taking over the business? Are you working full time early on or you’re finding yourself with more than full time? You’re working less? What’s that situation like? Nathan: Yes, I’ll say initially, at first two weeks, just like any transitions, it was pretty much full time. But I had a pre-planned vacation that’s about three weeks long, that I have to go to India. So for me, that was a big deal to make sure that I would be able to leave and just do the minor stuff in the background and have some question, to get things while I’m abroad. Joe: So just, you bought the business, we closed, and then you had two and a half weeks of being around and then you went to India for three weeks? Nathan: Correct. Yeah. Joe: And everything still ran smoothly. Nathan: And everything is still smooth. I mean, that was mentioned to me early on and that was again, that was a really attractive factor to know that. You know, I think you’ve mentioned that you could move and go to the Far East and come back. That’s kind of what I did. So, it was good to come back and see that everything was still in place, that the team was, the team was phenomenal, that Syed did assemble. Each individual player plays a major part in what they do, and for that reason they’re also very turnkey. That’s a turnkey business, turnkey team. So, that’s why when I saw where am I inserting myself, it was kind of learning the role to what’s already being done. How can I improve, how can I make things better for them, and be the leadership that Syed has been able to provide and do his other businesses. Joe: Okay, so where do you see your workload now? You were working really busy, after just a couple of weeks you went away for three weeks… Nathan: I would say that corporate atmosphere, it’s like still checking at 8:00 to 9:00, I’m out by 5:00 – 5:30 and I’m told, you know, the employees do the same thing. Let’s not make this a full 12 or 14 hour a day, and I want to balance that, that work-like balance too. Because I came from that kind of environment and I know it pays good. I usually work the eight or seven hours, sometimes nine whatever it needed. Rather than that, at a certain time before my wife comes home or whatever, I’m usually done, closed out, and I’m trying not to think about it. Joe: Well, what are you working on? Syed didn’t work in about a few hours a week on the business and now you’re working 30-40. Are you fixing broken things or are you working on to projects and growth opportunities? Nathan: Now the great thing is he built a solid foundation so what I’m really doing is I’m working on the stuff that he wasn’t able to do, which is the marketing advertising taking that further gain, the PPC’s setup, optimizing on the SEO getting the right content writers in to put that detailed information that we really liked, that’s been attracting the other folks and traffic. So it’s been really centered around the business development, the marketing and advertising stuff, which has really been done, because again, he’s got great and recurring revenue, we’ve got a great organic traffic through Google, so from that right now, it’s the going above and beyond the PPC stuff. The stuff that he didn’t have to give and didn’t really have to focus on because the business is really self-sustained. Joe: Right, so you want to grow the business, you didn’t buy it and just collect a check every month, you’re trying to grow it so you’re putting in more hours. Nathan: Aside from just the business development, it’s also providing that the one on one with these folks. I mean again, these are not contracted. These are folks that have certain benefits and they’ve liked that type of attention and focus from a leadership. So that’s what I’m enable to do, I’m enable to gear about the product road map, provide my input to that where we want to go, instead of just kind of them doing whatever, it’s done and just see that the money reach the bank, it’s not really that. Joe: As far as much, one thing we haven’t touched on is where they work from. You’ve got five employees, are they all working from an office or they’re all remote? Nathan: They are all remote, they have been doing that for many years, so again, I tried to focus and know what side has all of you been doing, since Syed has 40 plus employees, they’ve been doing this for years, and I think Syed began and has been doing it for 14 to 15 years. So I liked that idea, and I liked the fact that they’re able to do this with milestones. I don’t know, there’s no… You know a lot of times, I would just set a meeting yesterday, but some other guy, they own a company here in Houston, and they were like, how do you keep track? I was like, I don’t. There’s a lot of trust involved, and there’s milestones that are set, and as long as these milestones are being set, I don’t care where they’re working that 40 hours. Joe: What’s your favorite software? What system are you using to communicate and track what they do and work with them? Are you using Slack or what are you focused on? For people that are running remote staff that are having trouble with it, what would you recommend? Nathan: Yeah for Slack it’s been awesome. I’m pretty new to Slack, I used Skype on my last business. Slack is way better than that so I highly recommend that. We use Zoom, we do a lot of this, the face to face meetings. I think that matters a lot with the remote staff, was getting at Facetime, and again, letting them know you’re just not an employee behind the computer that’s just in another state. We’re talking to each other, we’re going to do once or twice a year meet ups. So we do team building activities, that’s super important too. Yeah I would say that Slack, the Zoom, and also Asana. Those things are big key to really help with the project management and the milestones we’ve set, and Github as well for the developers. Joe: Okay, awesome. Alright Nathan because we’re running out of time, how do you see the future of the business? What are you looking over that 12, 24, 36 months? You’re going to hold to stay, you grow at 10%, you’re going to grow 50%, what are you predicting? Nathan: Yeah, you know, I hate to throw a prediction at it right now, I’m happy if we’re over the double digits, anywhere in the double digits will do triple digits in over a year growth, I’m a happy, happy camper. I think when possible again, got a great business, great team in place, and there’s nothing but upsides so, I’m looking forward to it. Joe: We’ll going to have to check in, in the future and see how it turned out. You have any last minute thoughts for multipliers and sellers? You’ve been in both shoes, you sold, you offer your services, business, you bought one, any last minute thoughts in terms of what they should do or focus on? Nathan: Yeah, I would say the huge takeaway from this and for me has been, you know, when you’re doing these buyer and seller conversations, no matter what side you’re on, keep it conversational. It’s great to have your question beside, but don’t run through it like a machine gun and keep it just robotic and mechanical. Because there’s a huge human element here involved and this was a prime example that actually happened. Joe: That’s great. Nathan, pleasure doing business with you twice now, I’m looking forward to hearing some great news, great success, with Envira Gallery and so on and so forth. I hope that really works out and maybe we can check in, in the future and do another Podcast update and let the folks know how you’ve been succeeding. Nathan: Yeah, I would love to. Joe: Awesome man, thanks for your time today. Nathan: Awesome, talk to you later Joe. Links: Nathan Singh – LinkedIn GitHub Stephen Speer @ Bank United for SBA Loans Asana – Making Teams Work

Can Amazon be beaten on their own terms? Chad Annis is one of the very first people to buy an Amazon business from Quiet Light. He’s also one of the first to demonstrate that you can do so successfully. Chad is joining us today from his RV where he is truly living the entrepreneurial dream, traveling all over the country, running his business, and never having to sit in a cubicle. Chad is the Founder & CEO of Market Defence, a company specializing in cleaning up brands and making their Amazon presence truly profitable. After seeing a brand that he purchased a few years ago as passive side income – a top seller in the Amazon space – fall to the Amazon Direct machine, he took steps to learn how to fight the machine. He started developing a set of techniques to help brands out-Amazon Amazon. Chad proposes a team of experts who can get the brand and reputation on track simply by using Amazon’s rule system to their advantage. Episode Highlights: Find yourself a group of people who know what they’re doing. They are all out there and they are good at what they do. It can take less than 90 days to get your business “clean” and from there it can be really profitable to be on Amazon. Market Defense comes in, cleans up a brand, tweaks the marketing, and gets the product catalog back into the control of the brand. Chad’s team of legal experts, ex-amazonians, and marketing experts have made his techniques so successful that fortune 50 companies are knocking on his door. When a brand gets above the 70k per month mark Amazon starts calling, wooing and convincing owners that sales will grow more once part of the Amazon retail model. Chad advises against selling first-party direct to Amazon retail as brands can lose control of catalog and pricing. If you want optimal control over your product, go 3rd party. When it comes to inventory in 3rd party, the brand has complete surveillance over when and how much of a product is made available to Amazon. Chad also shares his top tips for avoiding leaky products. People are afraid of the ever-changing e-commerce climate but those who have learned how to be nimble in that environment have a market advantage. Links and Resources: chad@marketdefense.com marketdefense.com thebeautyblender.com