Website Closers is a business brokerage firm. They help connect small businesses with aggregators and execute a successful business exit. Representatives Joe Pergolizzi and Matt Perkins join Amy at The Seller Roundtable to share pointers for getting a great exit deal.
Watch their conversation below:

Website Closer’s Exit Strategy Checklist

In today’s reality, some business owners become too obsessed with bells and whistles that they think would attract an aggregator. So much so that they end up neglecting the basics.

Building a business for sale requires ‘Big Picture Thinking’ – i.e. taking a step back to look at things from a wider perspective. This is the primary reason business owners must consult a business broker from the very beginning. 

Joe and Matt’s pointers are insightful, sensible, and helpful. Here are some of Joe’s and Matt’s insights from their fresh perspective – reminding us of the details that truly matter in business acquisitions:

  • Always be on top of your financials. Educate yourself on basic financial statements. Or consult an accountant who can help you understand and keep track of your profit, losses, and expenses. Joe and Matt would recall setting up a business sale that fell through because the financials were all over the place. The seller wasn’t keeping track of their financial statements and was not aware that they have been incurring losses for a while.
  • Separate your books between multiple brands or separate your personal versus business expenses. 
  • Straighten any kinks in your supply chain – keep it simple and cut out any complications that would turn off an aggregator.
  • Protect your intellectual property. Patents add value to your business – make sure you know what they’re worth.
  • Draw up contracts for every agreement. Document and organize everything into a filing system that’s easy to keep track and maintain.

How To Sell Your Business in Challenging Times

Traffic on Amazon is on a downward trend. Perhaps it’s one of the signs of a looming recession. Or one of the tail-end effects of the pandemic. E-commerce rose with unnatural speed in 2020 – so it’s only natural now for the trend to drop as things start going back to normal. The rise of eCommerce in a global pandemic has also led us to global supply chain issues. Border restrictions, factory shutdowns, raw material shortages – these and a combination of other challenges have led to a slowdown in eCommerce businesses. It’s happening everywhere, not just on Amazon.

Despite this reality, Joe, Matt, and the rest of the team at Website Closers remain hopeful for businesses with the potential to sell. It may not be a good year for small business owners – but bigger and more stable businesses continue to acquire smaller players. This continues to happen for several reasons: to gain their market share, kill the competition, or acquire their brand equity. It is also for this reason that the competition in eCommerce has become more cutthroat. Smaller businesses have started panicking and doing what they can to exit quickly. It isn’t pretty.

This is where the value of mindset comes to play. Amy reminds us to not be scared of the recession – some of the most successful businesses in the world started in a recession. An opportunist versus a scarcity mindset would mean a world of difference in times like these – i.e. other businesses closing down presents an opportunity to capture their market share. Having an open mind and not limiting yourself to assumptions will instantly widen your playing field. Begin with the end in mind. Prepare yourself to strike when the perfect time to sell your business finally arrives.

A lot of sellers ask – when’s the perfect time to talk about our exit strategy? Joe and Matt’s answer: today. And not a minute too late. Go and have that conversation. Check out Website Closers here.



Amy Wees: Hey everyone, what’s up? Welcome to The Sellar Roundtable. I’m Amy Wees, and my podcast partner Andy Arnott is out today he’s hanging out in Hawaii. So we gave him the day off. But I’m excited to be here with my friends Joe Pergolizzi and Matt Perkins from Website Closers. And we are going to talk a little bit about what’s going on with exiting e commerce businesses today. A lot of stuff has changed. I mean, we had aggregators come on a bunch of aggregators open up and start acquiring businesses. And then a lot of them have, you know, I don’t know some of them have come crashing down, you know, some things have changed. And then we look at the state of Amazon right now. And we look at how much traffic has really gone down. And I saw an article the other day about how orders from China are down 60%. And, you know, there’s a lot of questions about what’s going on in the market. So I’m excited today to just see to talk to the experts who work with people every single day to help them exit their e commerce businesses. I’m excited to hear from you guys about what is going on. And before we get into that, why don’t we start with a little introduction? Joe, why don’t you tell us a little bit about you?

Joe Pergolizzi: Sure. Thanks again, Amy, this is awesome that you do this for your members. Yeah. So my name is Joe Pergolizzi. And I’ve been an entrepreneur myself, actually, for 30 years, I started my first business when I was 21. And that was in the brick and mortar space before EECOM. And I exited that business. And then I went on to start a food franchise that I grew to 400 franchisees across five countries, I had an Amazon business. All told, I’ve probably worked with over 1000 entrepreneurs start scale or exit done consulting work for Airbnb for Burton had the pleasure of working with Steve Jobs and his executive team. So yeah, I’ve had, I’ve had three exits myself. I know the process, because I’ve been through myself, and I love what I do every day. This is exciting. For me, I find this is the pinnacle of my career. So

Amy: I’m you know, I’m really proud to say that, that Joe and Matt have been wonderful mentors to me, they really helped me, they helped me learn all about how to get my numbers ready for exit, they helped me learn about how the right things to focus on. And so it’s, it’s just great. I love having you guys, as mentors, you’re really, really great. And it really helped us a lot. So over to Matt,

Matt Perkins: that’s really kind of you. Thank you, Amy, we’ve we’ve enjoyed working with you. So my background is very different from Joe’s, you know, Joe entrepreneur, since a teenager, I went to college, did the whole, you know the whole college thing and got a degree in accounting worked for one of the large accounting firms, and decided that’s not what I wanted to do. And so I went looking and I worked for a small consulting firm, I worked for a fortune 500 then in a couple of different other businesses and you know, I worked with a ton of phenomenal people across the globe I worked with and managed teams all over. I mean, I got to go to, you know, I got to go to China on somebody else’s dime and you know, travel Latin America, with company paying for it and hit the UK as well. And, you know, saw a lot of really cool things. But you know, it’s just I’ve, when the opportunity came to work with website closers, I had had some exposure in this m&a area. And I thought, Man, I really enjoyed that, you know, not that I didn’t enjoy some of the other stuff. You know, I’ve worked in finance, accounting, I’ve done HR Payroll, I’ve worked with sales teams, I’ve worked in marketing teams and done a whole bunch of different things. But there’s something satisfying about being able to work one on one with somebody that has built something and is really proud of what they build, but ready to maybe move on to the next thing or maybe it’s just they know that the time is right for them to move on to the next thing and and to be able to help people kind of that that kind of Capstone piece with with a specific businesses and vision is always really really rewarding.

Amy : I love that. Yeah, that’s that would be exciting. You know, I like consulting for the result of helping people get past their, their fears and their barriers and helping them grow something you know, and I can imagine helping people accent how exciting that would be, you know, helping them move on to their next area of growth and also, you know, helping them take their baby and pass it on. So that’s that’s such a rewarding and beautiful thing. So just moving us over to Do the state of E commerce right now. I would love to hear from you guys. You know, you work people every day, you make deals all the time. And you don’t just do Amazon related businesses, you guys felt all kinds of different websites, e commerce, businesses, and website closers. So I would love to just hear from you about what’s going on in the market right now for exiting e commerce businesses.

Matt: Yeah, go for it. Joe will let you lead lead out on this one.

Joe: Okay. Well, historically, what we’ve seen in the past couple of years is, like we were talking about AMI, the aggregators came in. And there was a lot of money being invested into these aggregators. A lot of private equity firms were propping up the shops, and there was very exorbitant multiples, there’s a lot of enthusiasm and excitement about roll ups and, and what we saw going into 2022, you know, the state of the world, the financial world changed. And so with that, ecommerce changed, money changed the accessibility of money, the rates of money, and spending changed. So 2022, actually, it’s, it’s been, it’s been really a challenging year for for first time sellers for established sellers. We, and I will tell to you straight, about 30 to 40% of the businesses that we started talking to, or that we talked to this year, have actually gone out of business. So the state of E comm is struggling. That’s not to say that people’s businesses are not being bought or sold. For that matter. It it’s, it’s the capital market constraints, it’s consumer spending, I think that there was a lot of money in the system. And frankly, there’s less buyers. Because those shops, those aggregators have actually gone out of business themselves. We don’t have the exact numbers. But Matt and I have actually worked with a number of aggregators, this over the past couple of years that actually have gone out of business and or they’ve pivoted their models. So as a general state of affairs, e commerce in general is has been tough. And, again, that’s not to say that businesses aren’t being bought or sold for that matter. In fact, it makes the competition that much more in a frenzy, because successful businesses are still sought after. So when one or two pops up, even a mediocre business is, is still being bought and sold, the competition does get a little intense, so multiples are, aren’t as high as we used to see. However, our sellers are pretty pleased with what we’re able to do for them.

Amy: No, I love that you were just kind of honest about what’s going on right now. Because it is exactly that, like we can all look around, we see the the traffic on Amazon going down, we see the orders, you know, from China coming down, you know, they’re the the market is changing. And at the same time, you know, I just got done with a Tony Robbins event last week, and he talked about, you know, don’t let a recession scare you, because some of the most successful businesses in the world were started during the recession. So, you know, some of us might have to keep our habits on and try to stay in business this year, and really get focused. And a lot of, you know, what you guys help businesses with is you help them get focused on those things that matter so that their value of their business, they can stay in business and their valuation can be as good as it can be. But if you can hang on to your hat and continue to focus on those things that your customers need, and continue to grow, then, you know, the market does this every once in a while. So you know, we kind of know what’s coming. And and that’s why we decided to you know, get our stuff together and hang on and try to grow it a little bit more and then, you know, hopefully when the market recovers, then we’ll have an even more valuable even more attractive business to to sell. So I love that and what would you say to a business that is in that position where they’re, you know, they’re they’re trying to grow, but their sales are down because you know, of all that. I mean, what would you say when you make a decision to quit or to keep going and hope Hold on for better days.

Joe: Yeah, yeah, I want to touch on something. I’m a big Tony Robbins fan as well. And I’ve been to the one I think you, you were at years ago. But mindset is a lot, mindset has a lot. And, and I think it’s really important, I think to have peers, you know, like what you’ve done with your group. And if someone’s taking it really seriously that they want to exit Sunday to talk to a broker to shoot mad night email, because there’s more to just selling your business than your p&l. And you touched on something that I think could bring a lot of optimism to a seller, which is, there’s sure some businesses are going out of business. And that’s an opportunity to capture market share. And strategically, how do you do that? And mindset is a huge part of staying in the opportunist, you know, not the scarcity, mindset. So I think first and foremost, it’s understand that mindset is huge. And that there’s, during downturns, there’s always opportunities, where do you find them? That’s the Hallmark, I think of a successful entrepreneur is there, they can direct their attention to success. And I’ll pass it back, I’ll pass it to Matt, because I’m doing a lot of talking.

Matt: I mean, it your comments reminded me of one of my old bosses, he said, It was back in the late 90s. A, everything was, hey, if it’s got, at the end of it, people wanted it. And so he and one of the guys that he was working with, he said, you know, we came up with this business plan, we were gonna borrow a million dollars, and we were gonna start this business. And after the first quarter, we were gonna take $500,000 out to the parking lot and burn it. And then the next quarter, we would go out, and we would take a quarter million dollars, and we take it out into the parking lot and we burn it. And then the following quarter, we would take 125,000, we’d take it out into the parking lot, and we burn it. And then we would sell our business for, you know, $100 million, because each quarter, we burned less cash. Okay. And it’s kind of like, you know, that’s, that’s almost like what the, you know, when you hit COVID, and you’re going through 2020, and the beginning period of 2021, things just took off. And, you know, it takes that focus and energy, it’s a lot more difficult. But when you find the right place to be, when everything turns around, you know, you are really, really well positioned because you then now I guess I’ll not to carry on the old analogy, but you’re you’ve been through the fire. And you’ve learned that you know what it is that makes your business successful. And you can actually when things turn around, you can then accelerate those items. And sometimes, you know, sometimes that means selling your business and finding another opportunity. Sometimes it means doubling down on an element and pushing through. And sometimes, you know, occasionally as it has been for some of our clients because of maybe forces outside of the economy, family situations or otherwise, they decided to fold up shop. You know, and every single one of those opportunities is available. Even if your business is not really thriving. You know, Joe and I, at the beginning of this month, just closed on a business that had an absolute killer 2021 quarter million dollars to the bottom line, great business. And we were able to then we actually in January, you did okay, but February, March, April, lost money every single month. And then it just started to sit around like $5,000 a month, he was looking at making maybe 60 $70,000 This year, we were still able to sell his business for a really good price. It’s just it’s going to take him a little bit longer to get through it. But he what he has found is he has found partners who are really well experienced and can really help him take his skills to the next level to be able to learn to grow so that when he starts his next business, he’s going to be fantastic. He’s going to be really well positioned.

Amy: Yeah, and I think you know, the most important thing is we always whenever we talk about exit exits, you know, we tell people we encourage people learn now learn now how to value your business. Because what you guys have taught me working with me is that, you know, there are certain things that I’m tracking that a buyer doesn’t care about. And I’m over here tracking it like it matters because I’m trained as an Amazon seller, I’m trained as, you know, by my tools, my by tool, dashboards, those kinds of things. And I’m over here looking at this, and I’ve kind of got, you know, that laser focus, and you guys have been able to show me like, Hey, this is what a buyer is going to look at, these are the things we need to fix. And I wasn’t even I didn’t even realize those things. The other thing that was really important that you guys helped me with is kind of seeing what is it the forest for the trees, right? Looking at the whole big picture, I was spending time trying to revive old products, ones that were at the end of their lifecycle, instead of looking at my best sellers and capturing even more market share the most profitable things, I was not looking at my burn rate and going, Hey, with this one product could more than cover my burn rate. And I could scale it even more and really have more on my bottom line, because I’m overdue, I’m a fixer and a lot of us are fixers in our business, right? So we get in here and we’re like, Okay, this was my first baby product, I really like it, I really want to make sure it keeps selling like maybe I’ll try this and maybe I’ll try this. Meanwhile, your cash cows over here just hanging out making money on its own, but it could be making so much more. So just changing the focus, sometimes just having another set of eyes, like you talked about that with this man who sold his business, but he found these partners. And so you know, we’ve brought on some additional operators to our business lately. And it’s been so good, because they’ve been able to look at it and go, guys, this part that you’re doing over here, it makes no sense. It’s not scalable. And because we had our heads down working in our business the whole time, we didn’t realize, you know, oh, wow, that isn’t scalable. That actually doesn’t make sense. So bringing in somebody else to actually take a look at it for you is what you guys do, right? Take a look at it for you help you out. And then what’s wonderful about what you guys do is you have all these use cases, you have all this experience with different types of businesses. And you can look at it business very easily just like I can, because I work with 1000s of Amazon sellers in tons of different categories. I can go, Ah, yeah, that’s not going to work for you. I’ve already seen 10 People try that that’s not gonna work. Right. So that’s the beauty of having another set of eyes on the business.

Joe: Right? Exactly. It’s very akin to real estate, because you live in your home, and you’re so used to quote unquote, the flaws, or you’re so used to the rooms and the things that you love about your home. And then you have a realtor or even your friend come over and point something out that you you know, have overlooked because you’ve just become, you know, numb to it. But yeah, you’re you’re you’re dead spot on having somebody else come in. And, and again, like if it’s one of somebody in your mastermind or group or a coach like you or, you know, if you’re thinking eventually that you want to exit like sooner, we can step in, and start helping you understand what we call buyers speak, what buyers are looking for, we can you know, clean up the flaws. And we can even tell you, hey, spend more time on this, like you’ve learned along the way. So yeah, 100 100% and I think some of it comes down to trust it’s it’s it’s opening up something very personal. And, and trust, you know, in this case has to be earned. And we hope that you know, people see the transparency because there’s a lot of alignment in what we do we do this for a living. We do this every single day.



Yeah, so speaking of you guys doing it every day I want to Yeah, I love like having people that do insurance or something like that, because I’m like, oh, let’s tell all the stories, right? Like, let’s give some good stories. So let’s talk about the let’s talk about the weirdest ecommerce business Can we can we talk about the weirdest like you guys had told me that there’s like dropship I never thought that a drop shipping business could be sold. And you guys have sold drop shipping websites, right? So Can Can you tell a story about an interesting ecommerce business that you never thought you know, within within what you’re allowed to talk about? Right? But you guys never thought would sell and then I want to get into some of the biggest mistakes that people make when they come to you when you’re like oh My gosh, you know, they gotta fix this in this, but can you tell me a good story about an E commerce business that I probably would think wouldn’t sell.



Maybe the one that I was just telling you about earlier, goodness sakes. So it was it’s in the health and fitness product category did not sell on Amazon, he actually sold on his own Shopify website, because wanting wanting to charge a premium price point, we know that people go to Amazon, they want a deal. And so Facebook advertising was like an absolute key for this seller. And it got to the point where the margins were great. But then you start looking at what the return on his adspend was, and it was just dropping month after month, after month after month, and, you know, losses, and maybe getting a couple $1,000 to the bottom line and having, you know, 1525 $30,000 in inventory, and just like being able they can and who in the world is going to buy this thing, we had it listed originally for a million dollars, because it was a $250,000 bottom line and, and it just absolutely tanked. Or like maybe if we can get it, like just, maybe we can get 400 Like before, like the whole thing just falls apart, I don’t know, like, I will see if there’s anything. And it just so happened that there was somebody that was looking for something in this specific niche, and they’re like, look, we’ll pay you a little bit of cash upfront. But you know, you’re gonna end up having to, you’re gonna end up having to stick around for a while to be able to get the rest of it, and you’ll have a hand in it. It’s not like an aggregator where, you know, you hand it off to them, and they run it and you know, you’re at their mercy as to whether or not you end up getting paid at the end. Yeah, just sit there and pray and hope you don’t have to file a lawsuit, which I’ve read some of those not fun. This was, hey, you’re still involved in the business, you’re gonna get paid a salary, and you’re gonna get paid on this turnout, if you are able to perform. And we’re gonna talk about



that business, I think it’s really interesting, because there’s still value, even though maybe the product that they were selling was kind of going down in the trend, or maybe it was getting saturated, it was at the end of its lifecycle. And that’s why the Facebook ads weren’t performing anymore. But there’s still value like this person had a success, they have successful, they know the funnels, they’ve got the successful sales funnel setup, they know, their targeting, they know their audience. So it just takes another product to be added to that mix. And someone else trying to replicate that from scratch. That’s worth how many hundreds of 1000s of dollars in potential losses, especially if you’re trying to you’re trying to replicate having a Shopify business in that niche. Wow. I mean, yeah, I still see it as valuable. That’s really cool that you guys were able to, to work that deal.



I mean, it was crazy, because what had happened is, and when we were first looking at it, it was well, I didn’t, I was only spending five hours, 10 hours a week on the business anyway, so I wanted to hand it off to an agency. And that’s when it just absolutely just nosedive and, and so we were kind of hoping that that was just 100% of reason and that the product was okay, and that the market was okay, and that everything would come back. And it just didn’t just, I mean, it came back a little bit.



But I would love to hear speaking of outsourcing to an agency, I would love to hear let’s get into some mistakes that people are making, right? Because I see that a lot as a consultant, right. As a consultant, I see people come to me, and they won’t know anything about PPC and they outsource their pay per click advertising before they know anything about it, right. And they’re just like spending so much money, and they haven’t provided any direction to that ads agency. And so they end up not seeing an ROI when you guys are evaluating businesses. How how, what are some of those mistakes that you see in terms of outsourcing and oversight, and, and some of the fixes that you’ve seen for that?



Yeah. Well, what we’ve learned throughout the years is there’s very few good in agencies, and there’s a lot of bad agencies. In Matt’s case, I mean, in the business that Matt’s talking about that was really sad because he really had a great he really had a great knack and a great handle on his marketing. And then in three months, they managed to tank the business which was really, which was really unfortunate. And we see that actually quite a bit. So I think that not to beat a dead horse here but properly vet your agencies because it’s common that they’ll tank a business. So that’s, that’s a big mistake that we see right there. The second that we see is not really having the right proper financials, in other words, the structure of their books, and not really going over their books on a regular basis, which they should be. And there’s a lot of money that you could see being wasted or mis allocated, if you regularly learned, and I was terrible at my books, for the first business, I had no idea how to read expenses or anything like that, I was fortunate that I ended up selling it, but I had somebody helped me. And, you know, another really common thing that I like to tell people about talking about mistakes in general, is, if you’ve never, if you’ve never sold any of your businesses before, don’t go into this process with a lot of assumptions. Because there’s so many things that so many factors that go into what we do every day, I mean, the skill set and the skill set that we have to know, is, is pretty vast. And and with that comes a lot of possibilities that a seller may never consider. In other words, you know, I tell the story that my, the franchise I started was a pizza pizza franchise. And when I went to sell it, I was like, Sure, I’m certain. So someone who owned like an Italian restaurant, or, you know, I was just dead set on, like, who I thought was going to buy a pizza franchise. And as it turns out, someone from Sri Lanka bought it. So you could just never, ever anticipate, and and it’s unfortunate, because a lot of people will build their businesses under the assumption that they know exactly the right person that’s going to buy it. Don’t go there. You know, don’t don’t don’t make a mistake, because that’s a big mistake. You will. Yeah, that’s a big mistake. So



speaking of which, speaking of, you know, competitors, you know, you assume, like, for me, I’m like, oh, you know, I’m hoping that maybe I could be acquired by a competitor. And so I started doing outreach to some competitors this year, and, and last part of 2021. And some of the competitors that I reached out to were acquired. So that wasn’t there. My mindset was acquiring other businesses, all of a sudden, I looked, I looked them up later, and to follow back up with them. And they were on one of the aggregators, websites. And I was like, Oh, my gosh, you know, so I was making those assumptions. But before, before, you know, I love reaching out to a broker, like you guys to kind of get an understanding. But if people are looking to bind a buyer on their own, if they’re looking to do some outreach, right, if they’re looking to reach out to their competitors, and say, Hey, I’m thinking about what my business is on the market, you want an offer? Do you have any advice there? And, and how people can can think about that and think about potential opportunities and types of buyers that might be interested in businesses?



Yeah, there’s advantages and disadvantages, to doing cold outreach, and especially to your competitors. I’ll pass it to Matt, because we have we have a couple of stories around that too.



Yeah, it can, it can be phenomenal, right? It can be perfect. If you’ve got somebody, it can be a great match. I mean, we have and this isn’t necessarily competitor, but we have somebody that is selling a group. And there’s a member of the group, longtime member of the group that they ended up reaching out to, and say, hey, you know, I’m actually looking at selling it, we’re listing it, do you think you’d be interested? And it was, you know, I mean, it seems like from at least you know, from a culture perspective, from you know, all of those kinds of the intangibles, all of those kinds of those you can, you can plan for you can meet and you can make them all happen. One of the things that we sometimes see is you reach out to a competitor and it’s Oh, you your first sale, are you interesting. And it could be a well, I might be interested in acquiring your business, even if they’re really really, really interested. You reached out to them. And so they’re, they’re now in a position of strength. And so you’ve got to start to share some information that maybe otherwise you don’t necessarily want to you got to be careful about what you’re sharing what it is that you’re telling them and in your conversations have to be measured. and it makes it a little bit more challenging, especially if you don’t have a broker or some some sort of intermediary. That’s, that’s helping you through the process. So it can be really, really good. But I am trying to think I don’t Joe have



business we are oh, we are. We had a great, great business that we were working with this woman had been online selling for 25 years. 20 She was the dawn new age of the internet, she was there. And so Allah met tell story. Yeah.



The business was it was in a little bit of a decline. I think like a lot of E commerce businesses, the you know, through that second half of 2021. And hitting into 2022. A lot of people had some struggles in those in those periods, especially, especially early this year. But we listed the business and somebody had approached our seller, previous to our conversation with her and did the introduction had the conversations. And we didn’t share a ton of information. And we kind of we kind of blacked out some information, we held some stuff back, but gave them kind of some high level information on on categories and sales and things like that. And the seller ended up looking at him looking at the competition. And eventually this company started to show up more and more in her specific niche. And in what with what her hero products were



in the keywords. And they knew they figured out her keywords. And then she and here’s what ends up happening. Unfortunately, like it was too late for us to clean it up because she had shared some things that we normally wouldn’t have wanted to. And it’s a really delicate process. It does work, you know, cold outreach is. But if if if you really don’t do it in a methodical manner, like you could you could hand over the keys to your kingdom like,



yeah, out of that blind trust, right. So I mean, nothing wrong with some cold inch outreach to gauge some interest and you know, but then when it actually comes to sharing more information about it, you know, you we really come back to those agencies, right due diligence, due diligence, due diligence. Is there anything that I have to lose your it’s like a competitive analysis? You know, you do really want to think about that. And, you know, trade secrets are worth a lot, you know, and so letting somebody in behind the curtain? Yeah. So it’s good to have somebody trusted, you know, I love being able to reach out to you guys and go, Hey, guys, I’ve got this, this person reached out to me about what do I do with this? Right? So it’s been really, really awesome. So we actually have a guest in the in the group today, Karen’s here, and she said she would love to know about selling a business with a utility patent. And, you know, what comes in? You know, as far as valuation goes, how does that work?



Yeah, yeah. So great question, Karen. So, a utility patent is going to increase the value of your company. That’s first and foremost, it’s one of the arts and, you know, when we do valuations, there’s an art and a science to it, the science you can find in the numbers, the art or in all these peripheries IP, you know, social media presents, on and on and on, there’s just dozens of things that can peripherally increase the value. So looking at your question, it looks like you’re also asking about selling the rights, or licensing the rights and everything is on the table. When you’re in the driver’s seat selling your business, you actually get to call the shots. When working with us, you’re going to get advice, we’re going to share a plethora of different options, different scenarios. And in this case, if you know with this question, how we would advise you, you know, we would say, What do you want to do if you’re going to sell the business with utility patent, you’re probably going to get more buyers interested, you might get more money. If you want to, let’s say retain the rights or license the rights out with the right buyer, you potentially can get the same deal. Or maybe it’s a reduction in price, but the upside Have you having the licensing patent still in hand, could potentially equal more than what you could ever sell the business for? So this is this is sort of an analysis. You know, there’s also the component of of non compete, I think in your question, some, some buyers will require a non compete. Now, others may not. And this is this is another, if I can open this up for just really quickly, we’ve met a lot of buyers in, we could sniff a bad buyer out, we could sniff a good buyer out, because we just talked to so many people. And one of the deeper I think, not lessons but insights that we can offer people is like you said it in the beginning, like look at the forest through the trees. So you might find the perfect buyer who you want to partner with. So your dream might be to start another brand. But maybe you found a great partner who wants the primary business and is so cool that they want to do a joint venture with you. And so now you have a decision point that isn’t just based on money. It’s based on relationship. So you know, the question about can you create another brand using the utility patent? It would be buyer dependent, but we would advise you to just keep your options open. And potentially you can, you can start a JV with somebody. So anyway, I hope that answers your question. It’s a good one



that everything’s on the table as what we’re understanding, it’s like, you know, you, you should understand that it’s your deal. And you can work it how you’d like to work at. And there’s a ton of different types of buyers and a ton of different types of options. Right, I think that is a good point there. Right? To sum that up. I would love to know, when people are even thinking about, you know, like, maybe I’d like to sell this year, or maybe I’d like to sell next year. Or maybe I’d like to you when’s the right time, because I know for me, I could do the kicking myself, right? Because I waited too long, I waited to talk to someone to help me sell my business until I was like at the point where I’m like, I can’t like I don’t have time for this, like I you know, I it was very difficult. And then the things that I needed to fix the things that I needed to clean up that would provide the most value to me, the focus areas that I needed to change. You know, those were the things like I said that I could have kicked myself for because I learned so much just working with you guys and talking about this process and learning what I needed to do that I could have done if I hadn’t done that at the very beginning. You know, obviously not right when I was just starting my business, but like a year in when I’m thinking okay, well, maybe I’m going to exit in a year or two. You know, I should have started the conversation then because then I would have learned what to focus on. And that would have really, really helped me so I don’t have any regrets. coulda, shoulda, woulda now, but can you guys talk a little bit about timing? When Should people start talking to a broker? When Should people start thinking about preparing to sell and the areas that they need to focus on?



Yeah, that’s, that’s a great question. I actually. So my brother actually, just today texted me about a business opportunity. And he said, Hey, would you want to go in on this? And, you know, being in the business that I’m in, I started, like, I start going through all of the questions that I would want to ask a seller, try and gather all this information, and understand all of these different data points. And in all of the different elements of the business, and it takes me back to a conference or two a, as a CPA, a continuing education conference that I was in back in, I think, like 2010. And I’m sitting there, and it was done by a guy that did middle market, kind of 500 million to kind of $3 billion businesses or like low nine figures up to you know, billion dollar businesses. They did this m&a stuff, and that’s really where it kind of my interest in m&a started and he asked the the audience he said, Okay, when the same question, when do I start planning for my exit? When do I have those kind of For stations. And you got a couple of answers. And he said, well, the right answer is before you even start. He said, Now when’s the in many asks, now, when’s the second best time to start consider to consider an exit to start having those conversations? The answer is today, as I was going through and thinking about this business opportunity that my brother was kind of thrown out there and think, Okay, well, where’s my exit point? Where am I going to make my money? What, you know, yes, there’s a business in the middle. But at the end of the day, if I’m going to invest time, energy, money, whatever it may be, when is that coming back to me? And in what form. And so that’s really like, as soon as you as soon as you can have that conversation, because you don’t want to get to the point where as you were talking about, I’m kind of I feel like I’m kind of wiped out. I think I’m tapped, I don’t think I can do this anymore. And then you realize, well, I got to do X, Y, Z, and I gotta go back, and I got to do A, B, and C to



Yeah, you gotta get like, really motivated. That’s such good advice. I want to turn it around and talk about the best businesses. So the people that have come to you guys that are ready to sell, and you’re like, Wow, you got it. We can’t wait to put this thing on the market. Isn’t the deal. Like you did everything right. So give our sellers who are listening to the seller roundtable podcast right now. Give them that checklist of the best businesses that you’ve seen, like, what did they do? Right? Because it’ll help us get our focus of, you know, what we should be focusing on?



Yeah, you know, the thing to think about is, with a business, you’re building a cake, and there’s different layers to to the business. And the first layer is, is financials, at the end of the day, is it the most important it could be, it could not be depends, but the first real layer of the cake is the financials, it’s the foundation. And if your financials are clean, and they’re easy to navigate, and the seller understands them, we can ask questions, if they’re categorized properly, that just accelerates the process, because a buyer is going to be analyzing those financials with X ray vision in ways that you maybe would have never have done. So when we see a business with clean financials. It’s, it’s like maybe half the work that we have to do. And if we don’t have to spend that much time on financials, that means we can spend a whole lot more time on all the other fun, exciting, easier things to do. So we’ve seen just today alone, there was three businesses. One is one is a, they’re in the they sell audio files. Another one is in the construction business. And this other one is this mastermind group, this Amazon mastermind group and their financials, all three companies were like, awesome, and their revenues. In this in this market, their revenues were, let’s say level up to scaling by 30 40%. These sellers, all three of them, never really took their foot off the gas, they have a clean idea of what they want to get out of the business and, and this parlays into the previous question. People need to really think about this. This is like a gold nugget. Are you building cash flow? Or are you building equity? Because you’re going to make different decisions, if you’re building equity than if you’re building cash flow. And a lot of people get caught in the trap of building cash flow. And that’s essentially building yourself a job. Right? Did you build a job or did you build a company and the sooner we can engage a seller and help them evolve into a company, clean the company up? There’s there’s less as we call it in the industry, there’s less hair on the deal. There’s less things that we have to groom so when you’re doing a cake, first and foremost, is when you’re building a business or building a cake. The first is always the financials. The second is supply chain, making sure your supply chain is great. If you have any defensible space like Karen has, which is an IP you know shoring up contracts, huge if you’re an agency you Here’s a big one. For anybody that’s listening that has an agency get contracts, right? Long term contracts, can you get a six month contract? Can you get a three year contract. And sometimes you might not want a contract? Well, if you’re unsure, reach out to us. And we can help you navigate that. I would say those two things, at least in the top of my list, when you know, financials, contracts are always always a big deal.



I would agree with the financials part, that one took us the longest, because you guys took a comb and went through my financials, and you’re like, What is this, and some of the stuff, you know, you’re going back years, and some of the stuff because we weren’t looking at the books, or like, we outsource that to our accountant, you know, and we were having regular meetings with our accountant, you know, we were learning all these things. And some of those charges that you guys looked at, we didn’t know either, we were like, We don’t know what that is like, but it affected the bottom line in a big way. And so the lessons that we’ve learned from that, and now, you know, we’ve been able to triple our profits, because we understand the numbers now. And you know, you don’t have to understand them to the level that your accountant or your bookkeeper is tracking them. That’s what I learned from you guys. But I needed to understand the unit economics, what went where, and the bottom line for each product, how much it was costing me how much it was making me, and then what portion of my total, you know, monthly cash flow that was impacting right, what percentage for example, of of my total p&l was, you know, these, these specific expenses, so I’m getting a handle on that have really helped me understand that. And if I had understood if I had understood the baking of the cake from the beginning, and these are things we all learn, right. But if I had understood that I would have saved so much time, because then you’re not backtracking going, Oh, we spend money on this right? Oh, you know, we made a $20,000 shipping mistake, you know, that was we had Brandon Young had an event the other day, and he had us each put our biggest Amazon mistake, or our biggest seller mistake. And that was mine. I was like $20,000 shipping mistake. You know, I was just kind of like, Yes, that’s what happens when we don’t pay attention to the layers inside of the financial layer of our cake. So yeah, I love that advice and supply chain to you know, having your contracts. Really, you know, I had no idea that having contracts with my suppliers actually added value to my business. But if you don’t even know who your supplier is, you just have like an Alibaba relationship with them. How is that protecting another buyers now taking that risk on? Right? You know, and like you were saying equity or cashflow? At first, I wasn’t really sure what you were talking about. But then when you said, Did you build yourself a job because a buyer doesn’t want to buy a job? They want to buy a business that’s operating that has those systems, right? So yeah, that’s, that’s a really great thing to think about is like, Okay, could I actually pass this off tomorrow? If I sold my business tomorrow? If I have, but somebody’s coming off for me a good chunk of change for my business? Would I be stuck in it? Or can I actually hand it off? So



yeah, I had this old saying in my, one of my businesses, it was the plane crash scenario. If I went down on a plane crash, would the business still survive the next day? Yes, yeah.



I would add one more thing to Joe’s comments. The other thing that we love to see, right, and it has to do with Financials. But and we, we tell people the right pick the right time to sell is when you’re going on the way up. Because not when you’ve already crested and you’re on your way down. The difference in valuation for you as a seller is huge. A lot of people are hesitant to sell when they’re growing, because that’s what they see. And that’s all that they see. They see growth, and that’s what they see for the foreseeable future. And then when it turns, everything changes. So it’s that’s a, that’s absolutely one of the other things that I would just add to that is that the timing element is really important. And so we’d like to see growing businesses because we know that people are much more interested in those and others.



Yeah, you guys taught me that about month over month tracking, what’s the trend what’s going on? And knowing that at the unit level, and you know, I’ve been working with my clients on that, and it has been a game changer for them. I’ve seen people turn around their businesses, and just tracking those unit economics and you can’t get that in your Helium 10 dashboard or yours on Google Dashboard. You can’t do that. You’ve got to understand and how it plays into your p&l, how it plays into your balance sheet, what’s going on? And, again, you don’t need to be an accountant numbers scare people, you don’t need to be like Matt, Matt’s, I turned to Matt and I have questions about numbers, because he just makes it makes sense. But but you know, you don’t have to worry about taking over for your accountant. But should you know what that product is doing for your bottom line? Absolutely. And should you know how that plays into your balance sheet and your your p&l? Absolutely. And that is just huge, huge. All right, so wrapping it up.



It’s inter mingling of brands, or businesses, if possible, separate your books between your brands, unless you think eventually someday, you might want to sell all of them together. But if they’re each their own individual entity, even as something as simple as separate bank accounts, they don’t need to be separate LLC s or s corpse for that matter. I think all businesses really should be at least LLCs. But please, if you’re listening to this right now, do yourself a favor, get a sole company credit card, get a sole business checking account, maybe savings account to put some money every month towards taxes, so you don’t get behind the APR. Come March. So anyway, that that’s a talk about mistakes, going back a few questions like intermingling of personal fine now, you can run personal finances through your company, great, we love that, but have a sole dedicated business account that you can move money through.



Yeah, we use a lot of personal credit cards in our business, but we learned from our accountant, you only if you’re going to use a personal credit card for your business, you only use that for your business. You don’t use it for personal, right. So it’s like it’s okay to use those personal assets. Because your business doesn’t always have the credit, you know, that it needs, but you need to keep them separate. You shouldn’t be using them, you know, you shouldn’t be paying them and keeping them separate. Yep, for sure. That’s, that’s really awesome advice. So you can have advice, guys? Yeah. Um, I, we always end the show with and then we’re gonna ask, you know, how people can get in contact with you guys if they want to go over their business and, and understand some of these things. But before we get to how to contact you guys, I want to know from each of you, what two questions the first one, what is your number one piece of business advice, first seller? And then the second one is your favorite, most impactful business book or podcast?



My You go first.



How about this, my my number one piece of advice, I think when it comes to for a seller, is to you know, and this is just because I am an accountant, right? is make sure you know what’s actually going through your business. And I’ll throw a story in here if that’s okay. We got the time, we’ve got a guy, phenomenal business, grew the business through the roof in almost no time flat and made 6 million $5 million, like the first couple of years. And in the third year, absolutely went down to $2 million. We’re looking at the p&l and saying what in the world happened with your your Payroll Expense? Because you were running? $150,000? Don’t 100 $150,000 I mean, so a good sized business, right? And it jumped up to 200 250 and then went up to like $350,000 And he’s like, Well, you know, I think there might have been an extra pay period. You don’t know what you have. He comes back. He after he did a full on dive deep dive with with a consultant that he brought in. I asked the question he’s like, you know, it’s proud ask the accountant I’m sure it’s okay. They had serious problems with their commission structure and they were double paying their commissions. Know what you’re doing know what is going through your bank account know what’s going through on your p&l. You it’s easy to lose track of things when you’re not watching them those things that are measured improve at a at a rate that is that is greater than those that you just kind of pay attention to and just look at every once in a while. Yeah. So yeah, take the match. are minutes and run with them. You’re gonna have to give me a second on the book. Let’s circle back to that one. I’m going to turn it over to Joe. Because I got to think about which book I like. Sure.



It’s funny, man, you were talking about measuring, going to circling back to the very beginning, Tony Robbins is mindset. I think the entrepreneurial mindset should always include curiosity, I think curiosity is, is one of those skills that keeps you level headed and keeps you on edge, you know, keeps you thinking about the next opportunity keeps you thinking about what you can do better, prevents you from thinking about that, you know, everything. And then you’re open to community. One of the greatest I think things that hamstrings a lot of entrepreneurs or keeps people even from starting a business is the loneliness factor, you know, waking staying up super late at night. So I think that, you know, the mindset is, is the number one biggest thing I think in entrepreneurship, because, you know, you’ve done this a couple of times during the, the blinders, and it’s easy to think that you’re digging yourself a hole, whereas somebody else might see it as an opportunity. So yeah, to be the the end to Matt’s Yang. Mindset is, is critical. And being around positive, positive people who can paint a different perspective, whether it’s against someone in a mastermind, or, you know, Matt and I are no fee, we’re happy to take a call, talk to you once a quarter, once a year until you’re ready. Like we love what we do every day. And in terms of the book. I have. I’m a huge fan of HBr you know, Harvard Business Review. But this was the first book I ever read, for business



business, by Paul Hawken,



is, it is a classic. And you wouldn’t believe the wisdom that you could pull out of beginning with the end in mind and thinking about the origins of a business. This has, it’s so approachable, it’s so easy to read, whether you have a business or starting a business, this is this is the book and then I have to give my my, my mentor shout out, buying and selling a business by Ira I worked with Ira for two and a half, three years. He wrote this for Entrepreneur Magazine, it’s a beast, you’re better off just calling that night. For you.



I love it. All right, what about your book, so



I’m actually I’m going to take a different twist on this, you know, Joe is but you know, building a business. You know, I’ve read a bunch, one, I’ll take a step back. My father was a psychologist, marriage and family therapist and an entrepreneur. And so the the emotional intelligence elements of things really intrigued me. And the interpersonal pieces. And the, my father was an amazing, amazing person in a number of respects. But one of the books that, that that lens, then the reason I bring that up, my book is more of the soft skills side. It’s called Crucial Conversations, and I had a copy of it here. Crucial Conversations is a there’s also there are also seminars and things of that nature, put on by the group that put the book out a phenomenal communicating tool to help understand how to be able to navigate conversations when it’s really, really difficult, when you’re really, really, really upset about something because somebody screwed up, you know, your agent screwed up, or you know, your supplier screwed up, or somebody messed up, and in a bad way, how can you navigate that situation? Or maybe you screwed up and you’re trying to deal with, with a customer or one of your employees? How do you navigate that? Absolutely. One of the best books when it comes to those kinds of elements.



Love it. Alright guys. Well, thank you so much for your time today. Tell everybody, how can they reach you? How can they get that conversation going about selling their business today or in the future anytime?



Yeah, please, if you’re listening, do not hesitate. Matt. And I love to talk to business owners every single day. So just don’t hesitate. If you Have a simple question or you want us to do evaluation, there’s never any pressure. So please feel free to email us My email address is Jay Puglisi at website And I’ll spell that JPERGOLIZZ I at website



Yeah, and you can find us both on LinkedIn as well. We also have some pages on on the website closers page, website Ford slash broker Ford slash, my name is Matt dash Perkins. Joses. Jo dash Perga Leesy. My email address is m. Perkins at website So, yeah, look forward to talking with you.



Yeah, you know, you guys have been just really wonderful. And it’s such a help. And I know, the biggest thing that people should know is that they shouldn’t be afraid to reach out and talk to a broker, they shouldn’t be afraid to reach out and talk to you guys aren’t gonna charge them for a consultation, you know, this is what you do, you do hope that you earn their business. But, you know, we’ve been working together for quite a while because, you know, I’m not ready to sell yet. And I’m continuing to grow and you guys have been so patient and wonderful with me and I’ve loved having you as a resource. So thank you for that. And I would just want to encourage everybody else, don’t be afraid to reach out to a broker. You know, that’s that’s not it. You have nothing to lose and everything to gain as far as the learning experience. So hopefully, you guys learned something today from Joe and Matt’s knowledge and stories and and yeah, that you you’ve done that. So thank you guys so much for listening to today’s episode. And please rate review, subscribe. We’d love to hear from you. And again, thank you, Joe and Matt for being here today.



Yeah, thank you. You have a killer business and a great community. Thank you.

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