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Selling my Ecommerce Business

amp0193

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If everything goes as planned, this will be a short progress thread that will document the process of selling my first ecommerce business. I hope it is of some interest to those with ecommerce businesses, and that I can shed some insight into the process.


Progress so far:

I decided in October 2016 that I wanted to sell this business. I interviewed several website brokers that specialized in ecommerce and found one that I liked and trusted and that charged a reasonable commission rate.

The next step to move forward was to provide the broker with current financials and P&L (profit and loss) statements for the previous two years. This is where I hit a snag.


Getting the books done

I had no books whatsoever. Not for lack of trying… At the time, I was working with bookkeeper #3, starting all over again from scratch (#1 and #2 didn’t pan out). If you are reading this post, and you are not doing solid, regular bookkeeping, for the love of God, START NOW.

For the next 6 months I went back and forth with bookkeeper #3 trying to urge her to get these done. Long story short, I should have fired her after the first month of action-faking on my account, but I let her lead me on and on and on. I had too much trust in her, and should have just gone with my gut and ditched her, before things got all dramatic.

Out of desperation, I ended up connecting with @CareCPA through another forum, as he struck me as a young, hungry guy looking to hustle. It took him 35 days to complete two years of books from scratch, and he did it right. Communication was smooth, frequent, and he just “got it”.


Growing the Business

In the meantime, while sorting out all of my bookkeeping woes, I decided to actively avoid @JAJT ’s mistake of letting his ecommerce business drop revenue going into the sale process. Even though I am, in a sense, “checked out” from the business, once I decided to sell, I made a conscious effort to try and grow every month.

My ecommerce sales in March and April of this year were by far the best months ever, surpassing December 2016. I also focused on a wholesale strategy in March with the intent of creating a path to “automatic wholesale growth” for the buyer of the business. My hope is that this will secure a higher multiple for which the business will be sold for. I shed some light into some of that wholesale growth process here: Notable! - [STEP BY STEP] How I Got Picked Up by 5 U.S. Distributors… With 6 Hours of Work


Moving Forward

Which brings me to a week ago.

After 7 months, I reconnected with my broker, sent him the P&Ls, and we started the process for real this time. The first step, and what I am currently working on, is an exhaustive 96 question interview picking apart every detail of my business and its financials. I am having to explain every decision/strategy made in the last 2 years, account for my successes and failures, and most importantly, show the potential the business has for future growth.

The last 3 questions I answered on this questionnaire took me an hour each to complete, to give you an idea of the level of detail and research required to answer these questions that really dig into the core of my business.

I hope to have this business profile done in the next couple of days, and then we’ll move on from there. The plan is to have the business listed for sale beginning of June.


Thanks for following along!
 
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amp0193

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The wire hit Escrow around 9:30pm my time. There was some drama and lots of phone calls to Escrow from the buyer trying to get the payment accepted. We almost had to postpone this until Monday. But in the end, it all worked out.

I transferred all assets to buyer control after that.

All deposits and charges for the business will now be going to buyers. But now, they've got to go in and clean everything up, switching out my personal details and addresses on things, changing emails, etc.

Our goal tonight was just to make sure the money was coming and going from the right places.


I offered to handle the customer service over the weekend while they sort everything out. Next week, they are flying here for a 3-day boot camp with me on running the business, so after that, it'll be completely out of my hands.


So now, I'm in that awkward, and a little bit scary, period of having no money (it's in escrow), and no business. However, I feel way more calm now that things are wrapping up.
 
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amp0193

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And.....

The ACH hit my bank account this morning!

ca4860c290e3b3d3070815a0395595ee_copy.jpg



:smile::smile::smile:
 

amp0193

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Boom, in my inbox this morning.

f7c5dc362ea0dc2ed0482552cf485848_copy.jpg



My lawyer and I are reviewing the document now, and will make any changes if necessary, then send it back to the buyers and their lawyer for review. This process will repeat until both sides are happy... then we'll sign on the dotted line, money gets transferred into escrow, and I transfer over the assets of the business.

The end is in sight.

And thankfully, there was no change in their offer price from what we settled on a month ago.

I think I'll thoroughly enjoy my Woodford Reserve this weekend:

File_Sep_15_10_32_18_AM.jpg
 
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amp0193

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The buyers accepted the small changes to the Asset Purchase Agreement that I proposed, with some small edits.

I approved their edits, and now I have the final Asset Purchase Agreement in hand, signed by all parties!

Meaning, they have formally agreed to purchase the business.

It's all downhill from here.


Next up: The buyers will wire the purchase price of the business + cost of inventory (which I painstakingly calculated out Thursday afternoon) into an escrow account.

Once the money is in escrow... I start the massive wave of account and file transfers.

Upon successfully delivering all of the assets, escrow will send me the money.


Fingers crossed for a smooth transfer.



A reflection on what I've been going through:
This was a tough week for me. The closer we got to the end, the more anxious I felt. The feeling of just wanting it to be over. The fear of having to go through this entire process again if the deal went south. It's been a struggle to get anything done. The waiting really wears you down. Wondering what the buyers are thinking . Why didn't they respond to that email? Are they getting cold feet? Knowing there's nothing you can really do to help the process, except wait. I'm not even excited anymore, I just want it to be done.

My broker told me I would feel this way. I didn't believe him.

Selling a business is an emotional roller coaster.
 
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amp0193

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Amazon (Internet business in general) scare me a bit. To buy i mean.

Things change so fast on the net i'd be a bit worried about it carrying on in the future. With Amazon aren't you giving up a lot of control? I have heard horror stories of them banning businesses etc...

Exactly. That's why the multiples for Amazon businesses are so low. The sale price is only 2x annual profit.

That's also why businesses with a history sell better than ones that don't. 2 years old is generally the minimum that a buyer wants to see. Mine has been very consistently growing for almost 3.

For every horror story you hear about selling on Amazon, there are many people who have had no issues ever.

Good luck...are we talking high six figures here? Life changing or a good start?

Not going to throw out a dollar amount, but for what my goals are in the next 10 years... it's a good start.

However, it's also life-changing in that I'll be able to pay off all personal debt, put a large down payment on a house, have 6-12 months of expenses in the bank, and bankroll a much bigger business that I've started. I'll be in a very good position to handle whatever comes at me in the next 5-10 years.

2 years ago I was a middle school teacher and it would have taken me a couple of decades to save this much money... assuming I was a complete tightwad and had no luxuries in my life. Then again, with raising kids, I probably would have never saved this much money ever. Like most people living the American dream.
 

amp0193

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The buyers flew in to meet with me today. We did a 2-hour session at a coffee shop, where after a bit of small talk and pleasantries, they went through question after question they had for me.

Most of it was process stuff on the mechanics of running the business. Most of it we had gone over before, but we went more in depth today, and they got to look over my shoulder as I went through some things on Amazon.

There were no surprise questions out of left field. I had a good answer for just about everything.

Then we took a break for lunch for some unbelievable Texas Bar-B-Que. Maybe the best I've had in my whole life.

With full tummies and the out-of-towners impressed with the meal, we went back at it.

It was another 2 hours of questioning me about every little thing... mainly on ways I would grow the business if I had unlimited resources and was going to continue to run the company.


After which... they seemed fairly satisfied. We ended on a good note, with a laundry list of things I need to compile for them over the next couple of days, and a statement of:

"we'll send over the signed contract tomorrow"


!!!!!

Here's to hoping they do.


This is just my gut feeling... but I say the odds are 2 out of 3 that the signed contract comes with a slightly lower modification to the offer. We'll see. It's just a thought, as I think I may have come across as more eager to sell today than I had intended. I'm not sure if they picked up on that.
 
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amp0193

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amp0193

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After a couple of back and forth counters, we ended up at a final price. We landed somewhere in between my asking and their initial offer (I met them a little more than halfway). We dropped the 12-month seller note, and are just doing a cash deal.

I expect to get the LOI today, and then we'll get into it from there.


Other interested parties fell by the wayside, and these guys are my only offer at the moment.


After LOI received, the business listing will move to "pending sale", but will still be visible on the broker's site. So, we will still be receiving contact info from interested buyers in the mean time, should the deal fall through in the next month.
 
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amp0193

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Having experience going through now, and with a team of people that will help you, it will be easier than the first time. Just saying you will have the end in mind starting out, you are ahead of most.

But for now, this weekend at least, you better be celebrating!

You know I will be! Escrow ACH'd the money to my account today. It should hit my bank account tomorrow.


My parents are coming in town to visit this weekend. I'm going to have a $12,000 check for my mom, to pay her back for the car she bought me 6 years ago. She's not expecting it.
 
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amp0193

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On a side note:

@CareCPA is a boss. I sent him over my August income/expenses/docs this morning, and he stayed up passed midnight to crank out the Quickbook entries for me, because he knows that my buyers want those numbers.

No CPA I've ever worked with has hustled like this guy hustles.

When I first started prepping this business for sale, he cranked out 2 years of historical books for me in less than 30 days. This is something other CPAs failed to get me in 4 months.

If your CPA/bookkeeper sucks... send @CareCPA a PM.
 
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amp0193

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Yesterday I got 1 serious cash offer on the business!

It was lower than the minimum I wanted to accept, so we are sending them a counter today. Our counter was a 10% increase in upfront cash, and an additional 10% carried on a 12-month seller note.

I thought this was a good compromise by the broker to raise the overall price, without asking for 20% more upfront than what they offered.

Waiting to see now if they bite.
 

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Somehow missed this thread despite 2 posts tagging me, haha. The volume of activity in this place is crazy at times :)

Awesome to hear you've been avoiding my mistakes. That one stupid mistake of letting my biz slip seriously took my exit from "decent sized life event" to merely "a blip on the path" so I'm super, super happy to hear you've been putting the pedal to the floor!

Sounds like you are going through more of a wringer than I did when I sold my business. I had a bunch of interview-style questions to answer of course but nothing as crazy as you're going through from the sounds of it. Hopefully that means the quality of your broker far surpasses the one I used and you'll have less resistance to the selling process :)

Honestly, if I had to pick 2 metrics that seemed to matter most out of everything it was revenue/profit trend and having a really good reason for selling. Those were the first two questions out of everyone's mouth. There were some other nitpicks and follow-ups like seasonality, inventory turn-over, factory location, marketing efforts, etc.... but really those first two were the two biggest ones.

Something that surprised me was how little anyone cared about future opportunity. I genuinely thought buyers would be really, really interested in low hanging fruit to improve the business but truthfully all the cared about was "how has it worked in the past", "does it still work today" and "will it keep working in the future".

I was also surprised how easily the money/asset transfer went once the decision to buy was made. I figured it would be a slog of details and questions and hold-ups but honestly once we got to escrow it just flew forward without a hitch.

Good luck man, hope it goes smoothly for you!
 

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...
I can only hope for an easy all-cash deal. I really would rather not do any seller financing, and I think that my price will be low enough that I won't need to.
...
As a general rule (and not @amp0193 -specific because I don't have his details):
If you don't need the cash right away, an installment sale can help you out tremendously at tax time(US-specific example ahead).

The year you sell, you're probably going to have a huge increase in income, and I'm making the assumption that at least some of it will be capital gains (selling price minus inventory will be capital gains - highly simplified for the sake of discussion).
If you can push some of that capital gains out to a non-sale year with a seller-financed installment sale, you can bring that capital gains tax rate down from 20% to 15%, or 15% to 0% depending on which brackets you are straddling.

Sorry if this derails, but it seemed relevant to others who may be looking to sell.
 
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amp0193

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New around here, but very motivating to see someone closing their deal and taking a step closer to their goals. Congratulations.
Out of interest, were you a MFL follower before starting the business, or after?

And thank you for sharing so much of the process - really helpful (for later).

Everything I have is because I read the Millionaire Fast Lane, which brought me here as a result.

The old importing threads by @Vigilante and @biophase are got what me thinking about ecommerce.

I was stuck in a dead-end teaching job before that.
 
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amp0193

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2 weeks into due diligence.

The buyers just booked plane tickets to come meet with me for 3 days at the end of the month for training on the business operations. These flights are after our scheduled close date of Sep 22nd. I'd say that's a good sign.... but I'm really trying not to get too hopeful. "Don't count your chickens before they hatch" my mom would always say.


I've been on edge for 2 weeks. I can't get much work done, because every time a buyer asks for clarification on something, or for me to go dig up some documents, I drop everything else and get it done immediately.

They had some issues re-building the Profit & Loss statements based on the reports and such that I had. So we did an hour call last week and I walked them through the break down of Shopify/Amazon/Paypal and how all those numbers were added up.

Yesterday, they asked me to send the last 2 years of business tax returns. Oops... haven't finished 2016 yet, we did an extension, and then I got busy. CPA is going to crank it out though.

Tomorrow we are doing a 2nd call to go over some "questions". I think it will be mainly operational questions about how things work in the business. It's possible there could be some serious questions, that they don't like the answers to, and then they back out of the deal. I think if I make it through tomorrow's questions... we'll be on our way to a successful sale.

In the mean-time, I've also been working on making training videos of me doing all of the things that I do on a weekly/monthly basis. I'm just trying to think of everything I can to make this a really easy transition.

The broker is sending out the initial draft of the Asset Purchase Agreement on Friday. It will go to the buyers, they will review with their lawyers and make any changes, then it will go to me, and I'll do the same, repeat until we have a contract both parties agree to.

The buyers are scheduled to fly and meet with me in one week. I am hopeful that the meeting concludes with the signature of a contract.
 
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amp0193

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Call started off with the buyer introducing himself and his background, and then it proceeded into the lightning round of the buyer reading off the 50 questions they had prepared for me. There wasn't much conversation, it was just question, answer, question, answer, question, answer. Questions on shipping costs, using Amazon fulfillment, how to rank a product on Amazon,

From my perspective, the questions seemed more about "how it works" and "how to run the business, and the ins and outs". As if they wanted to buy the business, and just needed some more information to back up their decision.

I was not picked apart as I expected to be, and it did not seem as if they were trying to come up with reasons why they shouldn't buy the business.

I'm optimistic that they'll put in an offer.


My feedback from the broker was that I need to be more "lovable". I totally agree, I was pacing around the room, talking fast, trying to keep up with the pace of the questions.

Next call I will do sitting down, with a cup of tea, and talking s l o w e r.

The call was recorded, and it's going to be painful to listen to, but I will critique myself and try to improve for the next one.
 

amp0193

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Can you tell us a little bit about the early stages of the business and what that was like? I'm not asking what business you're in but what was it like starting out?

I took a 1 month maternity leave when my daughter was born. Her being born set off a switch in my brain, and I knew I needed to start a business. I had already been thinking about importing because of the threads on this forum at the time.

I did the Import Jumpstart course by startupbros (which was only... $300ish at the time) and found my first product at the end of that first month. I called my school principal and extended my maternity leave another 2 months, and did my first order. I did not tell my wife about my first order until it was almost sold out. She thought importing was a horrible idea, especially given my track record of losing $11,000 to scams in the previous year.

I launched in November 2014 (holiday season) and my first order sold out in less than a week. I was hooked.


Was it a retail shop or did you go through the process of finding manufacturers and do the importing thing? If this was your first, what was it like a new importer and obviously building a brand behind those products.
I did the importing thing. Mostly sold on Amazon. Amazon was down to 80% of my sales by the end, as the wholesale-side of the business expanded to 100 stores this year.

And yes, being a new importer was scary. It was actually much less scary for me than probably for most, as nearly all of my product comes from Eastern Europe, and not China, and so the manufacturer actually had a really nice B2B website, spoke perfect English, etc. I'm still using the same supplier that I used for that first sample order 3 years ago. Also, my products are small, and every shipment is done via DHL Express. So, for the most part I haven't had to deal with freight forwarders.

Did you have any doubts in regards to you're niche selection at the time and how long into the business did you start to see traction?

No, I had no doubts. After 40-50 hours of product research, when I came across my first product it was an instant YES. It checked all of my criteria that I had at the time including, hot niche, few competitors, tiny & light products. 6 months later the niche was flooded. I was at the top because I got in early, with good branding. You would be crazy to enter this niche now.

I got traction immediately. 20-30 sales a day for the first few days.


I actually had a progress thread running for a little bit at the very beginning. I eventually stopped updating it. If anyone's curious about what I was doing when I started out, give it a read. It's been a couple of years since I looked at this thread:

https://www.thefastlaneforum.com/community/threads/5-products-5-5-sales-a-day-5-countries.57132/
 
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MJ DeMarco

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Amazing how actual results makes people a believer.

If you're one of these people who say "How do I get my parents/GF/Wife to believe?"

Get results.

When you roll in with a $12,000 check or a $100k car, it's hard for them to no longer believe.

I'm going to have a $12,000 check for my mom, to pay her back for the car she bought me 6 years ago. She's not expecting it.

Nice, would love to hear that story when you present it.
 
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amp0193

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If you're one of these people who say "How do I get my parents/GF/Wife to believe?"

Get results.

It's actually pretty funny how I broke it to my wife on what I had gotten into.

She was pregnant, so was reading up on a lot of different baby products. She said, "hey, have you heard of these Products before? It sounds like something we should try."

And I said, yeah... I just sold 100 of them this week, and have have another few hundred in the closet!

And you're right, she had no complaints once she saw I was making money hand over fist! She wasn't even mad that I ignored her advice.

Nice, would love to hear that story when you present it.

Will do. There might be tears.
 

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I recently successfully exited my ecommerce business one month ago. It was a long process, and I hit similar snags with you with accounting. I had to fire my bookkeepers and create the P&Ls myself. Long story short, I got it done and had a deal about 30 days after listing.

If you need any help or insight feel free to PM me or post here.
 
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amp0193

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Things have been slow, but we did a second conference call with a buyer today.

The call was at 7:30am, and I had my 3-mo-old taking a nap on me in the baby carrier, and my toddler on the other side of the room watching cartoons, while my wife slept. Miraculously.... neither was a distraction on the call!

I think that it went well. Buyer currently runs an Amazon business with 20+ employees, so he knew the ropes. Most of his business is wholesaling brand name products, so all questions were just about my products mainly, and feeling out if they'd be a good fit to expand into.

Before the call, I brewed a big cup of tea, as a constant reminder to talk slower and be relaxed... and it helped!

I was feeling good vibes coming my way the whole time, so I expect an offer to be put in. We'll see.
 
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Q: if you started that business today with the intent to sell it like you did, what systems / processes would you have used or done differently?

Not Amp, but, if it were me:

1. Treat accounting as a major, not a minor, part of the business. Track everything, and do it properly and regularly. Track inventory using COGS - this makes a HUGE difference in how good your numbers look. Huge, huge difference on the spreadsheet since you only track the cost of the goods you sold (duh) instead of huge bulk inventory orders. It's also a total pain in the a$$ if you don't do it from day 1. Tracking expenses like "$5k for inventory" is easy, figuring out starting inventory, ending inventory, units sold, cost of those units, etc... is a pain in the a$$. But an important pain in the a$$.

2. Don't waste money on crap you don't use/need. This one is less important but I know I'm guilty of signing up for everything/anything I think will help me out and forgetting to cancel them and it makes everything look confusing and wasteful. $30 a month here, $50 per month there could all be used to make your numbers look better, rather than worse.
 

amp0193

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Today will be the 3rd day I've spent training the new owners on how to run the business. We'll have worked 9-5 Tuesday, Wednesday, and Thursday. Adding in a 30 minute commute... I'm having flashbacks to when I had a job. This week's schedule sucked!

You know, because I only spent 2-5 hours a week running the business, I thought it was pretty simple, and that training would be a breeze. However, having to explain every granular detail of everything, and explaining the most basic stuff, has made me realize that it's all quite a bit complex and overwhelming.

The business is simple to run, but it's explaining how all of the behind the scenes automations/software are set up that's taking much longer than I expected.

Yesterday's big project was forecasting and ordering all of the holiday inventory. That's literally my #1 least favorite thing to do each year, and it feels great having it behind me now. It also feels good not having to pay for any of it. "Sure... let's add 300 more units of this, why not?" ;)


So now, it's all downhill from here. Today we go over customer service, and a couple of other small things, and then I'm nearly free from this business for good.

Per the terms of the contract, I'll be available for 15 hours more worth of training in the next 3 weeks, as issues or questions come up.



Also, the terms that we set for escrow (per the buyer's request), has the money for inventory hitting my account 3 weeks from now. They wanted that so they could verify the inventory's existence at my 3pl warehouse. In all likelihood, they'll authorize escrow to release the rest of those funds to me before then. The inventory cost represents 1/3 of the total purchase price, so that will be a significant deposit.


It was a good feeling yesterday to finally have the first 2/3 of the deposit in hand. A huge weight is off my shoulders, and the stress is gone.
 

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Probably the most inspirational thread in this forum!

Goes from being a teacher, to exiting an ecommerce biz for a nice payday, all while starting a new ecommerce biz.

Valuable threads like this are the reason I come here everyday!

Reading one of your comments back in December was a big part of why I joined here actually.

Thanks for all the sharing you do here man, seriously.

Congrats!

Thanks @MidwestLandlord!

It was threads started by others that got me to join here, and inspired me. I hope to do the same for others.


I may not be a full-time teacher anymore, but I still have the desire to teach/help others.
 

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I was able to put up the best profit numbers of all time, by far, in July.

I knew July was going to be good, so we decided to wait to "re-launch" the business for sale until after I had those numbers posted.

We dropped the asking multiple down to 2.25x, so a large drop, and sent it out to the list again a week ago, and updated it on the site.

It has been generating a lot more interest this time around. I've done 2 calls with buyers this week, both sound serious.


I hope an offer comes in from one, or both, of these folks.


It's not that I'd accept anything, but I am eager to sell at this point, and will seriously consider any offer that comes to the table at a 2x multiple or above.



Reflecting on the interviews this week, I was much more calm. I made a cup of Rebuplic of Tea - Ginger Peach before each call, and it definitely reminded me to be chill. I was not feeling the pressure on either call, and just talked as if I was talking to a friend, trying to come off as honest and easy-going as possible. No questions caught me off guard.
 

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Buyer #3 interview on Friday had me on edge the whole time.

The buyer was super French, and just about impossible to understand.

I was toe-ing the fine line of "Do I answer the question I think he might of asked me, or do I ask him to repeat himself for the twentieth time?"

I couldn't relax, and I know it came through in the conversation. It would've been better to talk to someone like that in person.


However, a ray of sunshine came in an email from my broker this morning. One of the buyers was asking if I had access to Amazon Lending, and if so how much. They were considering putting in an offer, and having this would be a plus, as they could use this as part of the purchase price.

Why yes, I happen to have a shit-ton being offered to me from Amazon. Nearly the purchase price, actually.


After nearly 3 months of this process, I've all but stopped getting my hopes up... however, this email got my hopes up.


Not a done deal yet, because there's still due diligence and all of that, but man, I am just really wanting at least an offer to come through from someone.
 
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amp0193

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One more side note:

My 30th birthday is on the 16th. Also that weekend is my life-long friend's bachelor party.

It would be wonderful to go into that weekend with the ink dry on the contract and the escrow funds being transferred to my account.

We'll see if it plays out that way.


Anyone got any recommendations for a fine bottle of scotch and/or whiskey? The kind worth getting to celebrate the sale of a business, aging another decade, and seeing a best friend soon to be married?
 
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amp0193

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Well, I thought we were all good, but then they reviewed the August books and started freaking out.

What triggered the concerns was seeing a decrease in Amazon sales for the month. This was caused by my lowest ppc spend ever (the reducing of the ppc spend has been an ongoing strategy to increase the bottom line). However, the profit for the month was the 2nd best ever (after last month).

They are placing too much importance on sales and product BSRs. Both of which don't really matter nearly as much as search rank and profit, and those are doing great.

I had very good answers to all of their concerns, so hopefully that satisfies them.

The funny thing is, if my BSRs were great, and my Amazon sales were super high, they would be getting after me for having such high ppc costs.


I think they are tense as due diligence is wrapping up and decision time is coming soon.


It's definitely tense on my side. I had to get out of the house for the entire day. I took my daughter to go watch planes at DFW Airport.


Time is passing super slowly.
 

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You probably got this question a lot, but I still wonder: why selling?

Are you tired of the products you sell? I suppose it brings you a nice income monthly. Why slay the goose with the golden eggs?

  • Tired of the products I was selling (I think they're dumb and feel morally weird about selling them)
  • Tired of the customers, who are kind of crazy by definition, since they are buying these products.
  • I didn't like the potential liability associated with the products.
  • I wanted to get out while the niche was on a healthy uptrend.
  • The business had sort of hit a plateau in terms of product development, and the path to growth was kind of hazy.

Also, I found a bigger goose, and it's already laying much bigger eggs for me. I don't have time to feed two geese.
 

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