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How to Make an Incredible Acquisition Using ROBS
Today’s episode is the first installment of a new Quiet Light series entitled “incredible acquisitions.” In these features, we’ll bring you guests involved in successful acquisitions of Quiet Light listings. This is something we’re trying out in order to feed our listeners what they want to hear – so email us your feedback!
Today’s story is interesting because the buyer made his deal using ROBS. Rollover for business startups (ROBS) allows you to invest retirement funds from a 401(k) or individual retirement account (IRA) into your business without paying early withdrawal penalties or taxes. Rick, the new owner of the website Gunskins, a financial executive looking for another income stream to take him into retirement, knew his stuff and made the decision to make his purchase with ROBS. Today’s episode is the soup to nuts of the acquisition process and will be beneficial whether you’re doing this for the first or the fifth time.
- The process of searching – how long did it take and what approach did Rick take?
- The depths of the search process – how far Rick dug into each potential business.
- When the focus narrowed to selling physical products.
- How he structured the finance for the purchase.
- ROBS vs. SBA
- What was it about this particular business that stood out to Rick.
- The importance of the person behind the business for sale.
- How many other business Rick looked at in his multiple range.
- Whether a buyer should look beyond their multiple range.
- We (re)stress the importance of due diligence.
- Rick walks us through the first days of the takeover of the business.
- The transition process is never easy nor stress-free and escrow agents are key.
- If he had to do it again, what Rick would do differently.
- Rick’s plans for building out.
- Staffing changes Rick worked through in transitioning.
- Rick shares last minute thoughts for buyers and sellers.
Mark: So a few years ago I had a couple of experts … I had a call with a couple of experts for a way to buy a business called ROBS, right? Roll Over for Business Startups. It’s kind of an unknown or pretty little known way of financing a purchase and we mixed up in a lot of red tapes and everything else but is it a viable option to be able to buy a business and run a business and finance that purchase outside of kind of the traditional spend cash or SBA loan. I know you and I are starting up this new series within the Quiet Light Podcast called Incredible Acquisitions. We don’t have a great schedule for it yet but this is the first installment of that episode and I’m excited because you’ve got somebody who made an incredible acquisition thus the name using ROBS.
Joe: Yeah absolutely and it’s an interesting one because the individual behind the purchase, a guy named Rick. He’s about 50 years old; very mature high level CFO in public corporations. So he knows his stuff. He gets the numbers, he understands it. And so it’s not a light decision that he decided to go with the ROBS. He was going to do an SBA but he and his wife who’s a CPA decided the best approach for them would be a ROB and they purchased GunSkins, closed … I want to say about nine months ago and we talked about his search. We talked about his due diligence process. We talked about his take over, what training and transition was like and now whether or not it’s a family run business.
Mark: Yeah this Incredible Acquisitions is really everything soup to nuts about doing an acquisition for people that have actually done an acquisition. And hopefully, it’d be able to give some insight especially to first time acquirers or fifth time because there’s more than one way to go about this. So I love the fact that this is a family run business not just because I’m a family guy but … his son is doing customer service.
Joe: At 14 years old, that’s right. It’s amazing. Well, he’s not going to pick up the phone it’s all … let’s go back, I launched this business or I was going to launch it. I think I did … maybe I did just before Christmas of ’17 and the guy that owned the business was overpaying his brother dramatically and my advice was to let his brother go. [inaudible 00:03:02.7] before Christmas remember that?
Mark: Yeah we had … I remember that I called you all sorts of names on the podcast.
Joe: You did and so did his brother. He’s a predator off the podcast. But we worked it out, we did an adjustment that just was logical mathematical and it made sense. And you know it turned out that the brother stayed on during the transition and training period and then literally the 14 year old spends about five to ten minutes a day doing customer service by just doing … choosing the auto responder in the chat focus … in the chat like itself. It’s great. It’s a great story and I think it’s great to hear buyers talk about their process and what they did to purchase a business and then to have some pretty amazing growth along the way which is a good part of what he talks about.
Mark: All right I got a quick message for the listeners here on the podcast. We’ve been doing this now for about a year and a half if I’m … or actually less than a year and a half but we have a lot of episodes and I spent some time recently going over what you guys have actually listened to and responded to. This Incredible Acquisitions is something that we’re trying … a new way to do it, it’s not something that we’re going to be able to do every week but listen to this episode and send me an email [email protected]. Let me know what you think. Do you want more episodes like this? We’re trying to be a bit more intentional this year about the guests that we bring on to be able to feed what you guys want to hear. So let us know is this right up your alley or do you want us to continue bringing on experts to … that specialize in PPC or whatever. We’re going to still have some of those guests. Let us know. Let’s get into the … today’s episode of Incredible Acquisitions from Rick and hear this awesome story.
Joe: Hey folks it’s Joe Valley from Quiet Light Brokerage and today I have a client on the phone. Actually, it’s a buyer. We’re starting the Incredible Series in 2019 and this is the first of Incredible Acquisitions. I have Rick on the line. We’re not going to actually share Rick’s name for confidentiality purposes but Rick how are you today?
Rick: I’m doing good Joe. How are you doing?
Joe: I’m doing fantastic. We are going to talk about the site that you bought. We’re going to share that. We’re going to share a lot of information. Let’s start first though with a little bit of your background. What was your professional life and what is your professional life now that you own an e-commerce business?
Rick: Sure, that’s a great question. I graduated from college with a degree in business specifically in accounting. I spent a good chunk of my career working for public accounting firms. And then over the last 15 or so years, I’ve been a financial executive for mid-sized companies, companies as large as one billion in revenue.
Joe: And it sounds like you are about the same age as me. Do you mind sharing how old you are so the folks out there that are in the same boat can—
Rick: Yeah, no problem at all. I turned 50 this year so it was a big year for me.
Joe: Oh happy birthday in 2018. Good for you. It’s a big number that’s for sure. All right so you were in the corporate world and at one point you said all right I’m thinking I want to get into the online world, spend a little bit more time with family and friends was that the goal and objective?
Rick: Yeah I mean it started off with look I’d like to diversify where my income streams are coming from. And my wife and I over the years have done many, many passive investments in the real estate, in the stock market like many people have. And we’re really looking for something that was going to be … that we could be a little more actively involved and engaged with. And at the start, I wasn’t at all convinced that I needed to throw my pencil down so to speak and run out of the corporate world. I was just simply looking for another source of income that would keep me active when I wasn’t sitting at my desk.
Joe: I’m recalling now that your wife is a CPA or something along those lines right?
Rick: Yeah. We’re both CPA’s. We met in world of public accounting and as you might imagine we have a stimulating dinner conversation, CPA things.
Joe: Okay so for those out there that own online businesses and are thinking maybe I want to exit someday Rick and his wife are the caliber of buyers that we’re going to bring to the table. They’re CPA’s, they understand financial documents. So as always get your financials in good shape because someone’s going to come through them in great, great detail. All right let’s jump into a little bit about your process of searching for a business, how long did it take you and what approach did you take?
Rick: Yeah, boy it took … I got to think about this, I’m going to say we probably were looking for at least 18 months maybe two years. And you know we started off quite broad and we were looking at everything. Not just e-commerce but also brick and mortar opportunities ranging from franchises to mom and pop businesses etcetera. And as we learned more, we looked at more businesses … and this is something I can’t emphasize enough because it’s really important to look at a lot of businesses. There’s no cost to doing that as a perspective buyer and you learn a ton. You learn how folks are doing things right and maybe how folks are … some things you might want to avoid. And so we looked at a ton of different businesses and ultimately became convinced that the e-com was the way to go for us for a variety of different reasons. I continued to be amazed by the tools and resources that are available to e-commerce businesses and the low overhead, low touch nature of e-commerce businesses and that was really attractive to us. We were real about it, we knew that we weren’t just going to buy something and then it was going to magically grow on its own and increase revenues but on the other hand we wanted to use the tools and resources available to run that business as efficiently as possible.
Joe: A couple of things there that you’re repeating so thank you. I say it all the time I feel like I could put on my hand on my desk or my head occasionally that looking for a long time. Finding a great business … and I think you bought one of the great ones, finding a great one is like looking for a needle in a haystack inside of a ginormous haystack. So it’s doubly hard. The more you look at … you looked for a year and a half, the more you look at the more you knew the right fit when it came along and you were able to act quickly. Now when we talk about look at them you’re not just looking at the listing online and saying yeah that sounds good or no that doesn’t sound good. You’re digging in and looking at the full details of a business listing right? All the way down into the financials.
Rick: Yeah absolutely and you guys at Quiet Light make it really easy to do that. You sign … I think it’s still this way anyway, you sign an NDA on the front end and then as you guys post listings and send out emails or put them on your site all I have to do is click a button to receive that information. And you know I think it’s important to have the courtesy to follow up with a broker and let them know what you thought of the business and whether you want to move anything forward. But just the ability and the ease with which you can do that; get the information, look at it, and start to learn about the business and about e-commerce, in general, is amazing. And I’m sure there are some other brokers out there that operate similarly but I found your … Quiet Light’s process to be very clean and easy in that regard. You know for a prospective buyer it’s … you make it easy to look at businesses which is great.
Joe: And just for clarification purposes I’m not paying you to say that or give you any kind of discount on the commission correct?
Rick: No that’s … not yet maybe we’ll circle back to that.
Joe: Maybe someday I’ll buy you a cup of coffee how is that? At what point did you narrow your focus from everything in the possible entrepreneurial world to physical product e-commerce? Because e-commerce can be a broad term meaning anything sold online but you narrowed in to physical products. At what point did you make that decision? Was it simply because you came from the CPA world and it just made sense and you were comfortable with it and not necessarily SaaS or content development?
Rick: Yeah you know … I think that’s a good question and I would say that there’s a step before that, before I narrowed it to physical products I narrowed it to … initially, I was looking at any and all businesses that had … that were the right size and had the right cash flow that I was looking for. And my first narrowing process was really to say okay, I need … if I’m going to do this it needs to be something I’m actually interested in. And initially we were looking at everything from e-commerce businesses that sold ballet tutu’s and the other ones that sold toilet products and so forth and so on and that may well be interesting to somebody, it wasn’t that interesting to me. And that’s where I said okay I need to narrow this up a little bit and make sure that if I’m going to move forward with something it’s something that I actually have some passion around. So that’s number one. As far as products it just sort of … I don’t know if that was a real conscious decision on my part but we did just sort of gravitate that way and that’s what appealed to us. And I would say as we got closer actually to pulling the trigger and moving forward on an LOI we found ourselves looking more and more at product companies. It’s just … it’s what suited us. Not to say that SaaS or something else isn’t something … it’s something we would definitely consider but for whatever reason, we just sprinted towards products.
Joe: I got you. Well, let me get into the business itself that you bought. But before we get there and talk about that particular business can you … one of the things we always talk about is sort of get all your ducks in a row and you and your wife had determined how you’re going to do … how were you going to finance and purchase this business? Can you touch on that briefly? Because we did not do an SBA loan in this situation and it was a little creative. Go ahead and talk about that for just a moment.
Rick: Yeah I’m happy to because I think it was a really good solution for us. We actually started thinking … we started down the SBA route. We got SBA approval. You’ve got a great contact with Stephen Speer at Bank United. He’s a great guy and it was a smooth approval process. We are sitting there, we had it ready to go and the more my wife and I started looking at it and thinking about it it’s like oh gosh. You know I’ve been working as an executive for over 20 years and over the years we’ve put some money into 401K’s, both of us and that’s sitting there idle or not idle but it’s in mutual funds and the stock market and so forth; basically passive investments. And we ran across a program that the IRS created called the ROBS program R-O-B-S and it stands for Roll Over Business Startup. And there’s a company … first of all you need an advisor to do this but … and there’s a company called Guidant Financial in Bellevue Washington that we worked with that are very professional and have a very good process to kind of help you through a ROBS financing. But essentially what you do is you use your 401K money to purchase the business … the target. And what the real beauty of the ROBS program from my perspective is that one I can take that money that’s invested in the stock market that I have less control over, I can put it into a business that I have complete control over and as dividends are paid out or when I exit this business those proceeds go or those dividends go tax free back into our 401K. And we don’t get taxed on that until we start going on it for retirement which is outstanding. So it was creative and I’m glad we stumbled upon it. It’s been really good for us.
Joe: That’s a beautiful thing. Mark here at Quiet Light wrote an article on it. So folks if you Google ROBS and Quiet Light Brokerage the article will come up in Google and you’d be able to figure that out and take a look. And of course, you can Google Guidant Financial as well. They’re quite well known in the space. Okay so let’s talk about this particular business. It’s rare in my experience and I’ve been doing this since 2012 that we get a listing that has a utility patent on it. When this one came across my desk it was kind of special. Not only did it have a utility patent for a SKU that was generating about 40% of the revenues but it also had the majority of the revenue coming from its own Shopify store which is in contrast to what we see with a lot of physical based e-commerce businesses these days when they’re selling on Amazon as well. Amazon is just growing so quickly that no matter how much they try to build their Shopify Amazon eats up a larger percentage. So what was it about this listing … and it was called GunSkins. I like to call it stickers for guns. What was it about this one that stood out to you right away?
Rick: Well, first of all, we don’t refer to them as stickers; they’re high quality, high performance vinyl. It’s the same vinyl that folks put on the cars and trucks and buses and so forth it’s … or in boats too. I have seen boats wrapped. But what it is is it’s a protective camouflage wrap for your gun. Now there are products out there like Sera Coat or solutions like hydro dipping that allow you to either camouflage, protect, and or dress up your gun … those guns are your standard black. Both hydro dipping and Sera Coat allow you to do something similar to what we’re doing with vinyl. The difference is that those processes are both fairly technical. They’re fairly expensive. And they’re also basically permanent. So you’ve got to really like whatever it is or whatever pattern you’re putting on your gun because you’re going to live with it as long as you own that gun.
Rick: Our product is a vinyl wrap. It’s a 3M vinyl. Again the same vinyl they put on cars, trucks, buses, and etcetera. And it’s … so it’s a do it yourself solution. Our prices range from 10.99 to a high of 64.99. It could generally be applied in two hours or less to your gun. And getting back to your point Joe the patent … the founder of GunSkins applied for it to receive the patent related to the vinyl kit … the template that he created for the AR15. And we happen to make vinyl wraps for a variety of different guns from pistols, to rifles, shotguns, air fifteen’s, AK47’s, and etcetera. But he received a patent specific to the AR15 which is pretty cool. And so yeah that’s the product.
Joe: Was it the product category that stood out or the price point of the business with the discretionary earnings and the multiple or the utility patent or it was the utility patent not the design patent, right?
Rick: Yeah that’s right.
Joe: So was it that that stood out that made you go okay this is what I’m passionate about or maybe the category itself because I believe you’re a hunter too, right?
Rick: Yeah I mean I’m not necessarily a gun nut. I have many friends who are and there’s nothing wrong with that. But yeah I have hunted and shot most of my life and so that was attractive. There was a number of things that were attractive about this business and a number of boxes that this business checked in terms of what I was looking for. We were looking for something that had strong growth potential that had multiple sales channels which this one does. We sell on Amazon. We sell through our own website on Shopify, we have eBay, Walmart, FC believe it or not and so … and they also have multiple SKUs so that’s another box. And probably most importantly we were looking for a business that had a good foundation. And by that, I mean that it was built in such a way as to it has got good processes. Processes that are relatively simple but also well documented and scalable. And the other adjective I guess I would add to that is portability. So it was very easy for us … I mean I didn’t have any previous e-commerce experience outside of my own experience as a consumer to come in and get our hands around this business, understand it very quickly. That’s not to say the learning curve wasn’t steep. It was quite steep and we expected that but the founder of the business just did a really good job setting it up. That’s the number one biggest factor. You know the other things are boxes I need to check like interesting category and the patent and things like that. But the number one box for us was this thing has good bones to it. We’re dealing with a seller that has … that’s trustworthy and has high integrity. And by the way, you know … and again I’m not being paid for this but also a broker that has the same characteristics, particularly on your first e-commerce purchase. I think that we could go and find our way a little bit easier now having gone through what we’ve gone through in terms of the acquisition and running this business that wouldn’t be as important. But on the first purchase, I think it’s critical.
Rick: You feel good about the seller. You got to feel good about the broker. And if you don’t I wouldn’t do the deal frankly.
Joe: I agree. We’ve got a big thing here at Quiet Light and that is follow your gut. And you’ve got to. You’re putting a great deal of your life savings on the line and you might only have one chance and you want to get it right. So for the business owners out there what Rick is saying is that who you are matters a great deal. You want to get yourself put together. You want to get those financials in great shape. You want to be a professional. You want to be somebody that you would buy a business for. There’s a lot more to it than just those gross revenue numbers and trends. The person behind the business is often what I see makes the difference in the sale or not. And believe it or not in a 3.0 multiple to a 3.2 multiple you do make a difference. On that point, though Rick this was a good strong multiple. We went out at 3 ½ times multiple I believe … gosh was there any negotiation on the price? Folks I didn’t look this up before we decided to—
Rick: [inaudible 00:22:30.4] down just a little bit. But yeah it was a 3 plus multiple.
Joe: Yeah I think we went out at 3.5 and it was pretty darn close. We’re not going to talk actual numbers. We’ll just talk those numbers. We won’t talk dollars but did you look at many listings that were in that multiple range before making a decision on this one or did you go oh wow that’s high I need to look anyway? What was your initial response to the multiple?
Rick: Yeah well my initial response was well that’s high and … but it was an interesting business. And as I dug into it it’s like okay I mean … and as I started checking off those boxes that I was talking about it’s like okay well maybe this is just the [inaudible 00:23:09.8] as I went through the diligence process I could see where there is opportunity. I think that the founder and the owner … he was a brilliant guy. He created this idea. He created this business. He built the foundation but everybody that comes to the table brings with them a different set of skills. And when I was looking at it through my eyes I thought okay well I can do X, Y, and Z, and I think leverage this opportunity that much more. So yeah my initial reaction was that’s high. I ultimately got comfortable with it and it was the right deal for us.
Joe: Yeah. You know it’s the valuation process I think with this particular listing because it was mostly Shopify, 60%, 70% Shopify at the time, they get to own their own customers; more value. It had a three plus year track record; more value. It had a patent and 40% of the revenue came from that SKU that the patent was on; more value. The lower the risk, the higher the multiple and in this case there were multiple conference calls. I cannot recall if there are multiple offers. Again I didn’t really prepare for this I just wanted it to be a casual conversation.
Rick: You told me there were.
Joe: There we go. So you remember I don’t. You see I’ve done 20 deals. And I wouldn’t lie I mean the reality is that we’re going to be forthright and honest with every single person we work with. So even at that 3.5 my point everyone is that sometimes the first thing you look at is the multiple and then you make your decision and that’s not always the best choice. In this case with Rick, you’ve had what 20% month over month of growth since you bought –
Joe: Okay so simple math is … go ahead and double check it up for me but if you’ve got a business listed at a 4 time multiple you buy it at a 4 time multiple and you’ve got 25% year over year growth and that sticks after you buy the business you’re going to make your money back in 2.7 years. In Rick’s case, that’s going to go down dramatically because of that 20% month over month growth and the multiple is a little lower than that; that 3.5-ish times maybe a little bit lower. All right so let’s talk quickly about due diligence. We only have one snafu in due diligence and that was the question I think about when a business owner writes things off that are personal and they put them down as let’s say office supplies which I think was the case here. You being a CPA, your wife being a CPA, you got an export of all of the expenses on the American Express or Visa credit card and literally went down through every expense and said: “Well why is it that this trip to Staples is a personal expense?” Because what we did folks is instead of making Kevin the seller go back and re-categorize every single thing that were office supplies I said okay these are normally personal expenses because Kevin worked from home. If any of you saw the listing and watched the video if you remember Rick I think he was building this house and he shot it on his … we interviewed him and he had his iPhone and he did the circular view and mountains in the distance in the background and yeah it’s a beautiful. But very casual work from home, the expenses were clearly mostly personal but we went down through them item by item. Or you and your wife did and we had to work on that negotiation a little bit and we worked it out ultimately. But your due diligence process was pretty thorough right down to that level right?
Rick: Yeah it was. And our approach was really to grab the P&L that you and Kevin had put together and go line by line and understand what was in each one of those categories and look at different fluctuations and variances month to month or year over year or quarter over quarter. And there’s really two questions you’re asking yourself if you do something like that. One is: is there anything here that should be particularly on the expense side? And then the other question is: is there something not here that should be? In other words are there expenses that you would expect to be in this business that you’re not seeing anywhere and maybe they financed it personally for whatever reason. And so you’re really looking for those two types of anomalies and just asking questions and make sure you understand them.
Joe: Right, right for sure. Okay so we got through due diligence, we moved on to the asset purchase agreement and then closed. Can you recall the time it took roughly from the letter of intent to closing with the ROBS program that you were involved with?
Rick: You know it wasn’t bad. It’s like anything in life it comes down to organization both theirs and ours. By theirs I mean Guidant … our advisor that helped us through that process. They have a highly structured organized process. And if you follow their process they will help you be organized as well and it will go pretty smoothly. I would say I think it was … well, I don’t remember Joe. I’m going to say 45 days.
Joe: That sounds about right you know for … this is in effect to cash deal and not on SBA deals. Cash deals take anywhere from 30 to 45 days to close, SBA you’re going to add another 30 to 45 days. You did disappear for a little while on us there. You went silent on me if you recall and that was just an incredible job opportunity for you that you took and had to get that going and relocate briefly and make it work and you still managed to juggle that and due diligence and getting the business closed and eventually take over. So let’s talk about that we closed and then there is the training and transition period where generally it’s up to 40 hours over the first 90 days after closing. Talk briefly about the first few days and what it was like for you when you went to take over the business from Kevin.
Rick: Well sure and just to go back very briefly Joe on what we were struggling with and you said I went silent a little bit on you. That’s true and what we are struggling with was gosh this business is big enough and has enough potential is this what we want to commit ourselves to do and forget me going to the corporate job. And I struggled with that and I continue to struggle with that. You know I’ve been struggling with that last frankly because I think we have a pretty good balance and a pretty good system and cadence going now where I can enjoy doing both. You know helping manage the GunSkins business as well as my corporate CFO job that I have. So that’s what we’re struggling with and who knows that could change as the business grows or changes or what have you we’ll see where that takes us. But in terms of transition, I would say we put a lot into due diligence. If I had it to do over again I would probably be better dialed in on transition and really making sure that it was clear between the buyer and seller and sellers/buyers employees or contractors who was going to do what when it was going to get done and so forth because this isn’t a small business it’s … I’d say a medium sized e-commerce business. We do about 20,000 orders a year through both our website and through Amazon and there’s a lot of moving parts that you got to get transitioned over. Simple stuff like making sure that your postage is going to the right credit card. Making sure you’ve got seller central transitioned over. Making sure that PayPal is set up correctly under your name etcetera, etcetera. And I would say that … and that’s probably my lack of … our lack of e-commerce experience that contributed to being a little less organized as it relates to the transmission. It was with a case where we didn’t necessarily know what we didn’t know. And so I’d probably spend a little bit more time on that. It went fine it was just … it was a little bit anxious for us because the light bulbs are starting to go on. It’s like oh gosh or what about this or what about that, well if we got to do this then we have to do this over here and it was … it ultimately was all seamless but I wouldn’t say it was stress free. I mean it was a lot of learning.
Joe: There’s never a transaction like this that is stress free. There’s always a lot of emotion involved. And you know part of the purpose of doing recordings like this is to learn. So look we’ve been at this for almost 11 years as a brokerage firm and we don’t have a transition checklist that should probably or could probably help ease those nerves a little bit. So it sounds like maybe what we can do as a brokerage firm is to have the seller create … and we do this but it’s not very formal, a complete list, this is in the asset purchase agreement of course. But a list perhaps in Google Sheets of every item that is going to transfer and during the transition period you’re going to check each box and ensure that you’ve got complete control of it before the asset … before the funds are released. That is the way it works folks. Rick wires funds into Escrow. Kevin transfers all of the assets over to Rick’s control. And once Rick has control of all of those assets he informs Escrow … the Escrow agent and they release the funds. But we could formalize that process a little bit but it will never … I’m sorry be stress free and emotion free. That’s the biggest challenge in these transactions. It’s just … it’s a big deal. You’re making a big life changing investment, putting your hard earned money … your 401K money on the line and you want to make sure you get it right. So we we’re going to make sure it’s stress free but obviously, it’s not always and cannot always be that way.
Rick: Correct. And the other thing I would just add to that Joe is that with a [inaudible 00:33:23.6] it’s unrealistic to think that you’re going to fund Escrow, transition all these assets over and accounts over in 24 hours and be done. It simply takes longer than that. And part of it is out of the control of both buyer and seller. You’re dealing with the different tools and resources and platforms that the company is using out there and it takes time for those folks sometimes to work through their process of transitioning that to a new owner.
Joe: Yeah. And that’s part of the process and that’s why … regardless of the size of the deal, I want Escrow in the middle. I want that money that you’ve invested safely with an Escrow agent. And for your seller to know that as he transfers control over all the assets that he’s money is safely … which is his future money, is safely in Escrow as well. Let’s talk a little bit about if you had to do it over again what would you do different? This just business as you say was mid-sized, is it big enough to support you financially so that you can quit the corporate world and never go back and if it’s not do you think maybe in hindsight you would have held off and try to buy something bigger or are you really happy with the decision and purchase that you made?
Rick: Yeah. You know that’s a good topic and I’ll go back to some rules we operated under in the corporate finance world [inaudible 00:34:51.0] acquisitions in the corporate world. And [inaudible 00:34:54.5] said that the smaller deals take just as much time and are just as hard to work if not harder than the larger deals. And it’s absolutely true. It’s something I’ve always found to be true. And so I would say that my advice would be look do something that is going to be meaningful to you. And by meaningful I mean that the investment is meaningful, the cash flow that the business is going to generate is meaningful. Because if it’s not … you know I love playing poker and sometimes you get in a poker game where the stakes are too low and it sort of distorts the game and people don’t play the way that they ought to play. It’s kind of a similar analogy here where putting up at risk so that it’s meaningful to you. You’re going to pay attention to it and as it bears fruit it’s going to mean something to you because you’re going to work hard on it. It’s not … there’s no free lunch. You’re going to put blood, sweat, and tears into it. Make sure it’s going to be meaningful when it comes out the other side.
Rick: So for us, the dollars that we invested out of our retirement savings were absolutely meaningful; they’re significant. They’re dollars that I don’t want to lose. And moreover, the cash flow that this business generates is meaningful. It has the potential to equal or exceed my earnings as a corporate CFO. So yeah I … and the other thing tying back into what we were talking about earlier is what you’ll find is that when you start looking at the larger businesses they generally are … they generally have a better foundation.
Rick: You could get into an e-commerce business on the cheap but I think the probability of getting into one that has a strong foundation like the one that we have that GunSkins has is low. It’s lower I should say. You got to be a lot more careful and you are at higher risk that when you start getting into the actual processes, how the business is put together, maybe even the integrity of the seller you just … it’s a little messier in my experience.
Joe: Yeah for sure there’s no question and that’s why the multiples go up the larger the business. When you get into six, seven, really 7, 8, 900,000, a million dollars in discretionary earnings it’s a larger more well established business and therefore as Rick just said it’s lower risk. With lower risk, the multiple goes up. Smaller businesses lower multiple because there is more risk without question. Rick let’s talk … we’re running a little short on time but I want to talk about what types of things you thought you were going to be doing with GunSkins in terms of marketing channels that worked or didn’t work, what surprises there were, and we got an audience of both buyers and sellers and there’s people out there that are e-commerce experts that may be able to point you in the right direction in terms of getting this marketing in certain places. So let’s talk about what worked and what didn’t and what are you’re hoping to achieve in terms of marketing channels with the business.
Rick: Sure so I would say going into the acquisition and early on in the transition I was absolutely convinced that we needed to aggressively build out our dealer channel, our brick and mortar dealer channel. Not necessarily e-commerce stores but brick and mortar dealers like gun dealers, pawnshops, etcetera. There’s thousands of them across the country. I thought well maybe we take a look at big retail as well, big box retail. I wasn’t as convinced in that but I was convinced on the gun dealerships and that we needed to invest time in building that out. And I’ll tell you … and this is again what I learned pretty quickly is that to build out a dealer network, a dealer channel through brick and mortar stores is labor intensive; labor and cost intensive in a very large way. It takes a lot of boots on the ground to go and knock on all those doors and try and sell that product. And what I learned was the cost per conversion on e-commerce is so attractive, it’s so incredibly attractive compared to other sales channels. And if you can build your scale and build your brand through e-commerce the dealers will come to you at least in our case, in our business.
Joe: They are finding you now. You’re not going out and getting them.
Joe: [inaudible 00:39:34.4] they’re finding you.
Rick: Absolutely. I mean we love our dealers but I think investing a lot of time and money in trying to grow that channel on its own is a little bit silly. And it surprised me because I didn’t think that going in. Where we spent our effort is really reinforcing and building our brand, our brand awareness, and private awareness online through social media, through Google Ad Words, etcetera, through Amazon etcetera, etcetera, blog posts and the like. And what we find is people hear about us … dealers in particular and they come to us. Even some of the online distributors, very well-known online stores for guns and guns accessories have reached out to us and say hey we’d like to talk to you about distributing your product on our site.
Rick: And that’s the way to build a dealership for our business. You can’t go out there and put enough boots on the ground to do it otherwise.
Joe: Excellent. One last question we talked about staffing very, very briefly but there were two VA’s I believe or virtual assistant or remote contractors. You are here in North Carolina where I am and I believe they’re both out west or were out west. Are both of the individuals that were working for Kevin still working for you?
Rick: One of them is, one of them is not. The gentleman who’s continuing with us we call him … but really he’s a lot more that—
Joe: You broke up right there. Say that one more time for me what do you call him your?
Rick: Graphics genius.
Joe: Your graphics genius, okay [inaudible 00:41:09.0].
Rick: It really doesn’t do him justice to be honest because not only is he our graphics design guy for our patterns and so forth but he also handles a lot of the e-commerce side of things as well; our website and Shopify and Amazon etcetera. He’s invaluable and he probably puts in maybe 20 hours a week something like that.
Rick: So he’s continuing. The other VA that Kevin had handled customer service and social media and we’ve picked that up on our side. My son believe it or not … my 14 year old son does a fair amount on the customer service side answering customer questions.
Rick: And this again goes back to the tools and platforms available to e-commerce businesses. We use in Zendesk on the customer service side; it’s spectacular. I mean it makes it so easy and so he’s enjoying doing that and making a little bit of money.
Joe: That’s great. I have to tell a brief story … I mean in talking to Kevin we listed this just before the holidays in 2000— was it seven … ’16 right? I forgot. Just before the holidays and the customer service person was Kevin’s brother who he loves dearly and here I am going man you are so overpaying a relative. It’s crazy what he was paying him; I’m like you need to fire him just before the holidays. And he didn’t fire him but we … because it just … it was logical and used logic and math and we made an adjustment in the profit and loss statements for really still overpaying a virtual assistant. We made the cost of the VA probably twice what it would normally cost to put that in as the cost to make the adjustment. Full disclosure put that in black and white right in the package. But he did stick with you for a while and you eventually took it in house which is great because you’re saving money on the bottom line and teaching your son some business skills as well.
Rick: Yeah I mean he’s a great guy by the way and he was doing a great work and was very flexible with us on the transition and so … but yeah ultimately we took that over after about three months I think it was. And it takes probably 20 minutes a day something like that.
Joe: Yeah I know okay so he was even more overpaid than I thought. If he’s anything like Kevin he is a great guy. Kevin spoke very highly of him and I know he did a good job and the transition and training period Kevin and he worked it out and you worked it out so that he was there for you. Because the last thing you want to do is you have to jump in and take over the role of a contractor when that is not what you’re intended to do.
Rick: Yeah absolutely and again making sure your seller is trustworthy and is operating with high integrity. And Kevin I can’t say enough about, he’s an outstanding guy and he did things and handled himself in such a way he cared about the business, he cared about our success in taking on that business and that makes a big difference. He didn’t have to be as cooperative as he was but that’s just who he is and that makes a difference.
Joe: Without a doubt, we’ll try to get Kevin on the podcast as part of the Incredible Exits series.
Joe: Instead of just the Incredible Acquisitions. Well, listen, man, I’m so happy that you bought GunSkins. I’m excited for you. I’m excited maybe to have you on again as an update and talk about where you were able to take it. I mean you’ve had it for about a year now and we can do it again in another year. Any last thoughts, any last advice or suggestions you can give people that are considering selling their business and what they should do right, do differently than what you normally see or anybody that’s buying a business any last minute thoughts for them?
Rick: That’s great, for sellers we’ve touched on it a bit through our discussion but really have yourself organized. Have your processes documented. There are great tools out there that you can use to document your processes. Also, have your financials put together. Both my wife and I are CPA’s we use a partner in CapForge bookkeeping here out in Carlsbad, California. They use these Quick Books and they are e-commerce experts. I don’t know how they make money with what we’re paying them but that is money well spent because they—
Joe: Perfect and let me just interrupt and point this set down. I’m pounding my desk people. We have two CPA’s who own the business and they still hire an e-commerce bookkeeper. Please, folks please do what Rick is doing and get your books in good order. Okay, I’ll stop pounding my desk.
Rick: No, look I agree it’s cheap and they do [inaudible 00:45:51.7] when you go to exit you’re going to have all your ducks in a row and Joe’s going to be very happy. He won’t have to recreate the financials on the Excel spreadsheet.
Joe: And you’ll get more money.
Joe: You’ll get more money. Good books instill confidence in buyers and confidence increases the value in the valuation and the multiple so without a doubt. Well, Rick if anybody has a great idea and wants to reach out to you how would they find you?
Rick: Right through the GunSkins site, [email protected]om and that email is us as owners and we answer every inquiry we get.
Joe: Awesome and for everybody out there that is a hunter or owns a gun of any kind please go to GunSkins.com check it out. Go to the YouTube site, you’ll get to see the before and after of lots of different guns. The wraps are very, very cool; camouflage wraps, different seasons for camouflage, and even just the American flag and things of that nature if you want to spice it up a bit. Or if you’re female and hunting I think there’s even some wraps for females too right Rick?
Rick: We’re going to be launching some great ones here in the next 30 days. We’re launching real tree patterns and those include … there’s a tiffany blue camouflage pattern. It’s popular with women as well as we have paradise pink barrage in the theme as well. But yeah there’s something for everybody also visit our Facebook page. We’ve got over 70,000 Facebook followers and we’d love to count each one of the listeners as a follower as well.
Joe: Fantastic. Rick, thanks for your time. Thanks for being a professional. I look forward to having you back on the show to talk about maybe your incredible exit someday.
Rick: Absolutely. Thanks, Joe. I appreciate it.
Joe: You bet.