Bootstrapped Web

Hello, everybody. Welcome back to another episode of Bootstrap Web. I'm Jordan. It's been a few weeks. It's great be back with everybody.

Brian, we have a special episode. We have a special guest. Would you tell us a little bit more about what's happening today?

Yeah. Yeah. I'm excited to be back on and yeah, today's a should be a good one. We've got, our friend JD Grafam on the show. JD.

Hello. How are you doing?

Know what that Yep,

if anybody knows JD, well

It's your news to break Brian,

tell us. Okay, not gonna waste any time here. JD Grafham is the new owner of Audience Ops. I have sold the business. We closed this deal a week ago and yeah, so we're here to tell the story and what's really cool about this is like, I can't remember any times where both the buyer and seller were on a podcast together to like kind of break the news together.

So this should be really fun.

Yeah. Should be cool. JD, welcome to our podcast. I will play the guide so we can hear a lot more about the story from both of your perspectives.

Yeah. I mean, let me just say right off the top, as I said earlier, JD, congratulations. I'm excited for you and the whole team. And as I said to everyone, you know, I'm really, really rooting for all of you and we're gonna get into the whole process and how excited I am about JD taking it over. But just off the bat, I'm really, really excited about the future of audience ops with this move.

So yeah.

You built a great business. So I want to congratulate you. And you've been working on it for a long time and you have now had a very successful exit and I am super happy for you and everything you're gonna keep doing in the business world because all you seem to do is just start businesses, which is great. And I love seeing that. I'm really happy to be the new caretaker of Audience Ops.

It's It's a gem, it really is.

Well, congrats to you both. And from the outsider point of view, let's get into how this happened. Let's kind of hear about Brian from your point of view. How did you make the decision that you wanted to sell the business? And then once you make that decision, what comes after that?

Yeah. I mean, you know, going back a couple of months coming to just the decision to go ahead and seek an exit was maybe the hardest part of all of this, like just taking that step like, okay, I'm ready to even think about doing this. That was, I don't know, probably around May is when I started to really take action on that. It's probably no surprise to most folks who've who followed along with the story. You know, obviously, I'm I'm pretty focused on other products, Zip Message mainly and and Audience Ops for the last couple of years.

I mean, I've I I had owned it for about six and a half years, like six years and a couple months. The last at least three years of that, like, I was really a for me, was like a cash flow automated, not fully automated, but very process oriented. I was not in the day to day, except for in some period that was doing some sales calls. I would run the payroll, answer a few questions here and there, but for the most part, the team was running and I was really spending all of my other time on software, building new SaaS products. I think the hard thing for me was for a lot of that time, I was just waiting and waiting and waiting for the new business, the SaaS products to to to rise to a level of, okay, this could very come pretty close to replacing audience ops for for me in terms of like income and and that sort of thing.

And it it did like, my software stuff did not it hasn't yet actually reached that level, but it but I did get to a point in 2021 where I was, you know, it's over six years I did get a little bit tired of waiting and combined with that, I felt like Audience Ops was not getting the love that it needed. I always felt strongly that it is a really great business and especially for the team and the customers, but the team, most of all, they've been so amazing since the very beginning and we even still have team members on the team today. I say we, I should say you guys have team members on the team today who were literally were there since the very very beginning of Audience Ops and and a bunch of them since the very first year. That to me has always been incredible and I always felt like I'm I'm putting all my time and resources and energy into these new SaaS products when I have a really great operation there. It it would be great if, if someone could invest the time and resources and effort and, and, and just strategic vision for that business.

I just came to the point where, you know what, that, that person is not going to be me. And I wasn't really sure what to expect. I wasn't sure if I would even be successful in being able to, you know, find a good acquirer for the business because that was also pretty important to me, is what led me to JD. But that was the mindset. It took a few months, really a few years of kicking that idea around, but then a few months in 2021 to really say, okay, let's, I've made that decision, let's go forward with trying to do this.

You know, want to jump in here. This is JD here. So the guy with the talks really slow with the draw, that's me. There's a lot of industry buzz right now around like buying and selling tiny recurring revenue or ecommerce businesses. But I have to say, I'm a buyer of those.

Sometimes seller, not really a lot, occasionally if everything lines up perfectly. It is hard to sell a business. I don't care if it's your brother that you're trying to sell the business to. Just the exercise of going through and selling the business once you found a buyer is a lot of work. And I'm going to be completely honest, if list your business or socialize it or even work with a broker, a lot of the people that look at your business that are buyers, they're not serious.

They're just wasting your time. They're looking for something that they can steal, or they're just looky loos, or they're some sort of competitor or potential competitor just looking. I mean like I'm not like that, but I have come across this anytime I've shopped out a business or learned about other sellers experiences, like there are a lot of people that will just waste your time. And there's a lot more deals happening now with these marketplaces that are popping up. I think that's fantastic because there is a market for sure.

But Brian, when you set out and made your mind up to sell audience ops, that didn't mean you were gonna do it. That didn't mean you were gonna be able to do it, you know? It's not easy to sell business.

Yeah, really isn't. I'll talk about one of the other key decisions early on there for me was to whether or not to use a broker for this.

Is that just thinking through what it takes, like the amount of time and focus and frustration and all that?

Yeah. Years ago, I sold a business called Restaurant Engine and I did work with, FE International on that and and it was really a great experience, back then. That that was 2015 is when I sold that, and and FEI was the broker. And and I have nothing but great things to say about about the team and what they do at FEI. I it was it was really a great experience.

Fast forward to 2021, I considered that route but this time around I wanted to sort of like test the waters to see if I could do this without a broker.

Broker's fee is significant.

The broker's fee really is significant.

If you're gonna sell to me, you don't need a broker. I mean, you got a broker, can still sell to me, but yeah.

Yeah, but I

think some people who don't have the experience are intimidated to do it on their own.

Yeah, mean, honestly I was a little intimidated early on, but like part of the value, I'd say there's a few areas of value that a broker brings in my experience. One is finding a buyer. And I felt like I had a bit of a network that I could reach out to some folks, including JD, who I reached out to that at least I could test the waters there and, and, and marketplaces and stuff. But the other I think the other big value that a broker brings is is they do guide the the deal and sort of like help keep it on the tracks and help throughout that process. And there's no doubt like that that I I would have felt that value, but I still don't regret the decision to go without one this time.

It was hard for me because I'm not a, I'm not a, I don't do many of these deals. I've only done the restaurant engine one. So it was sort of like my my lack of experience, that had had made me a little bit nervous about going into this without a broker. But I I think in the end, it was still the the right decision for this deal, you know.

That's a really big part of it. The entrepreneur does a few of these in their lives. One, two, three. Not many people go beyond like one or two. Most people don't even get to the one.

And then the person on the other side, a JD is a professional at it. This is what they do. So they have a process. And sometimes people look to the broker for that guidance on like, okay, what happens next? When I sold my first business, I was asking the buyer like, so what happens after the LOI?

Wish I was kidding,

but I'm not kidding.

Yeah, well, you know, the thing is, if you got a deal that's meant to be, you're have somebody that wants to sell something and you're gonna have somebody that wants to buy that something. And they gotta double check everything to make sure that it's what they expect. But at the end of the day, if both people wanna do the deal, the rest of the stuff is just details so long as one of them is not a cretin or a liar. And one of the things that made this deal possible without a broker and with me who you say I'm a pro, I'm self taught.

I'm more experienced than most founders.

Yeah, but one of the things I've learned is that the most important thing that matters is whether both people can be trusted. Know, that Brian was telling me everything I needed to know and that I wasn't trying to take advantage of Brian and we both like saw something that was just a good deal for both of us, you know?

Now, now where the market from both sides comes together initially is price. So that it's a strange thing that like what ostensibly is the most important thing in the entire deal is like a starting point. And then you would like start building trust from there and showing that what you said is true is really true. And your intentions are really your intentions. So without a broker, how do you feel?

I mean, I if you look at the Twitter DM history between me and like Thomas from Effie International and Einar from Discretion Capital. Like, okay, what are multiples now? You know, it's because you're trying to get a sense.

So how'd you do that?

Also, all right. I'll tell you exactly how we did it. So Brian sent me an email on Saturday, June 19 at 09:45 or 09:45AM Eastern time. So Brian, what'd get? You get up on Saturday and email a bunch of people?

Yeah. Real real quick on that. Like, I I had a a small handful of personal contacts and friends who who I reached out to who I thought again, like, gotta be really careful about who I'm actually telling that I'm looking to sell the business because it's people know audience ops. I can't be super public about it. I sort of had to carefully tread and like there are a few friends and contacts.

J. D. You're you're one of them. I I believe you and I met I think like 2017 around there, and did a podcast interview with you. I've heard you on on many podcasts so you know you're you're someone who who does have a lot of credibility and and has done deals like like this in the past so that that indicated like you know, let's see, but if nothing else just to catch up, you know.

So that's an important thing to recognize is can you trust the person that you're sharing this information with? And I'm gonna be honest, like there's one time in my history and I regret it so much. I said something to somebody about something and it got back to somebody and I had, you know, incidentally, not on purpose, but definitely could have made a better decision and violated somebody's trust. And I felt horrible and that undermines so much about what I want to stand for. So I'm never gonna do that again.

So ten minutes later, I responded, Brian's email was basically, hey, I'm thinking about this, would you be interested? And he kind of describes the business without any specifics. Then he says, Is this of interest? And my response was on a Saturday morning, ten minutes later, possibly can you share some basic metrics? That was it, right?

You know what Brian didn't do? He didn't say, I'm going shine and get you to shine an NDA, you know, like, because we know each other, right? And I've made my mistake in the past and so I'm not gonna make it again and I'm not gonna blab or anything. So he shares some MRR revenue and this is all happening within an hour on a Saturday morning. I asked a clarifying question and through the rest of that day, we went back and forth and it ended with, I'm really interested and would love to get on a call, but I'm unavailable this week because of vacation the way Like we're getting through

yeah, some like trips back to back.

And next week is the July 4. So can we pawn on this a couple of weeks? And then we just tried, we took several weeks to coordinate the next thing I know, like a week or two later or something, Brian's got somebody interested. And we're, we're now emailing back and forth. And I'm like, responding from the oil change place and sending pictures of my dog.

We're just kind of chatting and being just really quick with each other and honest with each other. Like I'm saying, hey, if you want to move on with these other guys that can move faster, I'm on vacation with my family, go on, know. Don't wait on me.

Yeah, sure. So from what I remember that period, we had a lot of fast back and forths early on and then and then it was like, there is some interest here, but we're still sort of it wasn't taking structure yet. Like again, you know, we were traveling and but a lot of questions going back and forth. But at the same time, I mean, as you know, I was, I had similar email exchanges with a few personal contacts. And, some of those were moving pretty fast, but I think throughout that whole time, know, JD, you know, were like the number one person in the orbit of a potential acquirer, but it was of just a matter of like timing of like getting a Yeah.

After you get back, before I go away and stuff like that, you know.

I just want I want to point out a few things that I think are like going on underneath here. Maybe it's easier for me to kind of identify them and say them out loud. The first part is how important reputation is and why in the business world, especially online these days where everything's so public and open, the value of reputation is critical because the initial interaction was based on that reputation. And if you had wronged someone in the past in such a way that that carried over into your reputation, going into the whole exchange would have been very, very different. So I think that's huge right there.

And what I tell people, you know, going from bootstrapping to VC, I get a lot of questions from founders on like, should I take this person's money? Do you know them? And what I always tell them is what's in the docs and what they tell you is one thing, but by far the most important form of protection you have is if that person's reputation is important to them. And if they build their business on their reputation, then that's going to prevent them from being a bad actor more than what's in the legal docs or what they tell you.

So I bought ballpark from Andrew Wilkinson a long time ago, many moons ago. And I asked a question that was basically the equivalent of, you know, some version of how do I know you're not jerking me around? You know? And his response was exactly that Jordan. He says, look, I've spent a long time in the industry making sure that I've got a stellar reputation, this deal is not worth blowing that up over.

Like so either take me in my word or don't, I don't you know. And that was like, you know, that actually makes a lot of sense. And so, you know, I'm good with that. You still do need to take common sense steps to protect yourself, but

That's right. Cause it's always a lot of money, know, and if we're, you're not talking about $5,000 here, you're talking about a lot more. So you have, you have a responsibility to yourself and potentially your own investors to take it seriously and do the diligence, but it starts off with, with the reputation.

Yeah, of course we can get into the process after that, but to sort of really formalize everything, but you're totally right. Those early stages, the email exchange, it was really all based on, on trust. I I see it here. Like, I I did respond pretty quickly with, you know, real dollar metrics

Right. Of the business and Right. No no NDA.

And it it was based on JD's credibility and and reputation that I was like, I don't need to hear anything else. And the most productive thing right now is to have is to give him whatever information. You know, this isn't this is not the due diligence phase. This is like top line, broad strokes, key, metrics that that would help you decide whether or not we should keep talking, you know?

Yeah. In many ways, the due diligence really just confirms that the trust is real because what you said initially in these quick exchanges is actually what's true underneath. And that builds the trust even more toward, okay, so we're being straightforward with each other and we can proceed.

Right. Right.

The other thing I wanted to point out was now you're still businessmen, right? Business people in this case, businessmen. And so you do have to play the situation to your advantage. You have responsibility for that too, for your families, your business, your shareholders, employees, everything. So what you're, what you're doing in that process is you are, you're creating authentic FOMO, not like marketing FOMO, but like, Hey, I am going to talk to other buyers.

And that gives a little bit of power to me as the seller. And it puts JD on notice a little bit on, Okay, if I'm interested, I got to be serious about this. And if I'm willing to lose the opportunity because I'm on vacation, that's I have to be okay with that. And that's my that's my decision. So it's like this back and forth thing where you have to be honest with each other and do what's best for you while maintaining like that, that trust that you just started to build

Right, yeah. I mean at some point Brian said, hey, full disclosure, I'm talking to other people. I was very clear with Brian, I would expect you to be. And if those are going great and you can't wait on me, then don't wait on me. Right?

But right now I'm with family and I'm on vacation and I can't do it right now, but I can chat with you like this. I think what I said was, let me know where I stand, you know, can you wait on me or not? I'm not in a position to put in an offer, or formalize it. But I think we'd already, we'd already concluded that like, what he was asking was a fair price. And I can do asking, right?

I wouldn't, you know, it worked for me economically. But I wasn't going to be able to formalize it right now. Because there's there's really a few more steps I needed to go through besides three bullet points about what your basic metrics are before I can put in an offer, right?

So so what happens from there, Brian?

But yeah, also just to just to close that loop a little bit. Everyone is has a little bit of a different style with with these sorts of things. I was I was in similar conversations with a couple of other people. And and again, like, it's like my lack of experience and lack of working with a broker that, like, I don't even know what to expect through these things. And and I think having a if if there were a broker in place, it would have added a little bit more organization to the whole thing.

It's like like I'm cool with like going a little bit slower with this person. This person is moving fast. How long do I let that person wait before I give them an answer based on this other thing going on over here? That was a little bit chaotic for me, but like I knew that going in, like I had to sort of figure it out as we went along, right? After a couple of weeks, we did get on a couple of calls I believe before we like formalized like the offer and acceptance.

It's funny. Like, we formalized the offer and the acceptance, and then actually did an LOI, like, during due diligence. Well, like, once once we sort of virtually shook hands and said, okay, we're gonna do this. Right?

Where Where do we go from here? What's the next question? Yeah, okay. So let's get

a little geeky on the process. So normally LOI comes first and then due diligence and you guys just kind of wrapped it all up into the same like informal agreement and then formalize it into an LOI and then due diligence. Is that

right? Basically the author offer came over email and my acceptance came over email and then like, what, like a week later, you know, we actually signed an actual like LOI.

We probably we probably could have skipped that step. But I was going through my checklist of things to do and I was like, well, let's go ahead and get one. Any LOI that I'm going to get somebody to sign is is going to have a get out of jail free card for both of us in it anyway. Like an LOI is it's non binding. All it is is just a letter that you sign, which makes it feel more formal.

Right, it's like once one more step toward the into the. Yeah.

Yeah. It's just a formality, but it's it's nonbinding. Like so at any point I can get out of it and Brian can get out of it for whatever reason or no reason, you know.

Is there an implied like gentleman's agreement in that LOI that basically says, I'm going to stop looking for new buyers and I'm going to like follow through with this as long as everything is true or as expected.

I forgot what the exact language was in the LOI, but I believe there was something in there like, I don't know, like thirty days or usually it's like a thirty or forty five day or sixty day like period of like, we're moving forward and I guess you're, I mean, you're really not expected to like continue negotiations with someone else, right?

Yeah, it did have an explicit time period and it's a no shop clause basically. But again, if not binding, right?

Right, but it's almost like if you then continue to do it, then you're

just being a douchebag.

Yeah, you're breaking the spirit of the agreement. Again, And

I've had somebody do that to me and they were being douchebags. And I'm not gonna name names, but if you're listening, you know you're a douchebag.

Well, you know, like for anyone who's going through a deal for the very first time, like it's, it's quite likely you might end up with two or three or four LOIs from three or four offers. Right. It's not the kind of thing that, that you can just accept all of them or acceptable. Like what, once you receive them, you take a little time to to decide like, I'm going forward in good faith with this person by signing this LOI. It is non nonbinding, you know, doesn't legally mean a whole lot to sign it, but it's a commitment to each other like, okay, let's

And the reason you make that commitment, it's not warm and fuzzy and hugs and high fives. It's because like, I'm gonna spend time opportunity cost going through this exercise, presumably, you're going to be investing in this exercise as well. And you know, so we're in partnership together to see if this thing's going to work out. I'm going to promise you I'm not gonna waste your time if you promise me you're not gonna waste my

Okay. I wanted to ask about due diligence in that process, but I almost have like a specific version of the question for you, Brian, because you've run several different businesses, side businesses, opportunities, products over the past six plus years. Did you have things siloed off with audience ops so that it was most people, most people don't. I remember when I started Cardhook, I was like, this is going to be the one business I'm going to keep, you know, clean and pure as the wind driven snow, because I expect to sell it in the future, but it's tough to maintain.

You know, a funny thing about entrepreneurship, you know, you try to make we all make a ton of mistakes and you try not to make the same mistake twice. I totally made the same mistake twice here. Okay. So I sold the engine, did not have things separated and it was a total pain to to through due diligence to like line item out each individual thing. Like this was restaurant engine, this was not.

When I started audience ops, at the time it was just audience ops, but but over the years, like other little startup things accumulated, productized course, SaaS products, different things. You know what happened was I never all of those little startup things never felt as like big enough to justify opening up a whole bank account or starting a separate business entity or separate credit card. But stupidly, I did not do that. And some of them grew like and so what I should have done is had completely at the very least completely separate bank accounts and credit cards, but instead I had one business bank account, one credit card that covered everything. I did try to do the books and and have them like separated and understand like audience ops as a unit.

It has, and I mean, the Stripe accounts were always separate. That was like the easiest part of The the revenue harder part is the expenses.

Right. And now JD, is this one of those things where you expect like, it's either going to be one way or the other and you kind of know what to expect going in?

It was a yellow flag for me that Brian's books were not separate because it means there's a lot of risk there. I put a link that I wanna share with anybody in the in the show notes later, but there's a post I wrote on Medium back when people wrote on Medium called the 14 things that'll keep me from buying your business or whatever. Number four is your books are a mess. Now, Brian's books were a mess and they were not a mess. So they were not a mess because he actually has such a simple business operationally that the P and L runs in a spreadsheet with like 15 lines, 15 different expenses, and that's it, which is not a mess.

And in addition, what was not a mess is the Stripe account was separate, right? So revenue recognition during the due diligence phase, which is fancy speak, I guess I'm trying to sound fancy, which is just to say, hey, the money he said came in, I need to see it coming in, you know, to verify it. That was easy because Stripe. But unfortunately for Brian, he had to share bank statements that had everything. And he had to go through and do a lot of extra work to highlight and show me what was related to audience ops and what was not.

And I'm gonna be honest, I spent a lot of energy looking at stuff that was not related to audience ops, making sure that it didn't look like it might should be related to audience ops, and be an expense that he wasn't backing out that he shouldn't have backed out. But in the end, Brian's very organized and for having his finances a little tangled up, it wasn't that big of a deal. Because he put in the extra work to organize it for me. He was very open and transparent. He gave me everything.

Yeah and definitely like with Zip Message is already completely separate. Like I'm not making that mistake a third time. But I think one thing that that could have made it even harder is all the people that work for audience ops, they only work for audience ops. I I never had contractors, like share their time on multiple businesses for me. I like I hire software developers on the SaaS, they don't work in audience ops.

And I hire writers in audience ops, they don't work on my other stuff. So it's like, at least if when we're looking at like contractor payments, that person is audience ops, that person is not, you know, so that was a little bit easier, but still.

Yeah, and I'll be honest, that's not how my payroll works. But that's because I kind of have a core team that shared services that they allocate their time between different businesses. And then each business might have its own payroll and overhead. So I've got to get the shared services team that gets payroll reimbursement, but they're kind of management, right? So it's a little different.

And also like kind of backtracking to probably around May or June, like even before I sent you that first email, I had done a lot of pre prep because I knew once I do get into a deal with someone, I'm going to need to have my books and P and L and everything like really prepped and ready to go. I didn't want to have to, and I did spend lots of hours like preparing and getting those bank statements and line iteming them and everything. And, and just get just so that I didn't have to like kind of scramble to get that stuff while we're in a due diligence phase, try to go into it prepared, you know, and that I think that helped move it along once we were post LOI.

Yeah, think all that work made a big difference because it didn't give me anything to trip up on. I will say this, Brian, you didn't have a balance sheet. And that caused me to glitch out a little bit. Even though I knew why, what do you need a balance sheet for

on this business? So what are you looking for there?

I'm checking a box number one. But number two, I came in prepared to be a cash buyer for Brian, but I did look at possibly going like a debt route. And anytime I talked to a banker about that during due diligence trying to see if I could do something, the bank's completely glitched out on not having a balance sheet. I wanted a balance sheet just so that I could get Brian to attest and state that this is a true thing, right? Just to make sure that he's doing

What are you looking for other than it being you know, present and existing? What are you looking for on that balance sheet to see what if there are any debts?

First of all, you want to make sure that when you're buying a business that you're not assuming any liabilities, which is accounting speak for debt, right? Now I'm gonna make Brian tell me that any debt he has on the business, he keeps and pays off with the funds from closing. But that's not how every deal works, right? Some buyers might assume some debt. For me and Brian's was a very clean, simple transaction.

He didn't have any debt on the business. A balance sheet would show me any debt he had on the business and if he was hiding anything or whatever he'd have to show it and get caught lying later and he's gonna get sued. You know, so yeah, we don't want that but you know another thing that didn't come through on the balance sheet that I wasn't too worried about was the credit card statement balance, right Brian? You know, I'm sure it had a few thousand dollars on it or something from just the monthly expenses. Yeah.

I wasn't worried about you showing me that, that's not why I knew about that card. Part of it is just, like I said, checking boxes to make sure that you're getting the person on the other end of the deal to clearly articulate what they mean when they say something. And a balance sheet is a formal standardized way of articulating debts and assets. And so I needed him to formally articulate any debts or liabilities and assets he had on the business so that we could then see if there was anything there.

Yeah, makes sense.

I think as a bootstrapper building businesses from ground up, my approach has always been, yeah, there might be little things in the way that things are organized or accounted for and everything that are suboptimal. But it's always, for me, it's always been a choice between work on sales, work on growth, work on product or get everything exactly perfect in all cases. That that was, and and and to be honest, like, these those are the kinds of things that that do bite you later on when when you are going to sell a business or or something like that, where it really helps to have things kind of buttoned up from the very beginning and at least put the systems in place. Like just like the year to year, the turbulence of dealing with this is growing a lot faster than I'm doing or it's not growing enough. So now I'm hustling to get it growing again.

It's like, you prioritize that stuff and it's.

I'm dealing with that in another business right now. There's nitpicky little things on financial side of the business that bother me that I want to fix, but you know what's going to fix everything? Sales, sales cures all. And I will add on top of that though, the other things we prioritize that are not business stuff, like would I rather deal with this nitpicky financial thing and save $49 a month on a $2,000,000 a year business, or to really go to the bus stop and be there on time for the bus stop for my kids. Yeah, I think I'd rather be at the bus stop, you know?

Yep, trade offs.

All right, well look, I think rather than put the audience to sleep talking about asset sale versus or anything else, like how does it feel now? What's what's next, Brian? How do you I'm curious on both sides. Brian, how does it feel to have this thing that you grew and worked on, no longer part of your life? And JD, how do you take on someone else's thing that they grew and transition it in a healthy way?

So like Brian, where are you at?

I want to get into that before we get away from the process of getting to the finish line. I want to talk about, I probably didn't know this as much in the restaurant engine deal years ago than I know now about the idea from a seller's perspective. I think a lot of people want to present their business in the most perfect light as possible. The inexperienced person, me from a few years ago would have been like, look, this business is great and don't worry about the messy parts and the problems with it. It's so much better to be completely truthful and honest, you know, like, yes, like be proud of the best parts of the business, but also look, there are things that I, that I could have done, should have done, didn't, didn't do to grow it in certain years or, or, you know, could have handled that this or that better.

And I want it to be as, as open as possible because I mean, JD, correct me if I'm wrong, but like there are probably things where from a buyer's perspective, it's like, well, those are opportunities to come in and improve things, or growth opportunities that like, cause that, that is part of what I think a buyer needs to see is pathways to actually grow. They don't want to buy a completely perfect business right?

I will tell you there were many times when you told me something about the business that you felt like was like a wart and I was like rubbing my hands together like this Thinking of all the things that were there that were gonna be easy improvements to make in terms of optimizing the business or growing the business. You know, and I talked about those with you, Brian, and we had those conversations and I was just looking at that as just okay, makes the purchase price an even better deal for me. I like a business for example, really low churn, because it tells me that the customers value it and they're gonna stick with it for a long time. But if I see a business that's got higher churn and I see a lot of easy ways to improve that myself, it means I could be getting a good deal and I've got to bring a little bit of expertise and risk tolerance to the table for that, but it's an opportunity to turn a lever that the previous person wasn't turning and extract, so to speak, value from a new place. Rather than buying a completely optimized business, I like to stumble upon something where it's a really well run business, it's it is an optimized business, but there's also tons of opportunity.

And with me and my background in the agency world at Simple Focus, and recurring revenue businesses, I saw plenty of opportunities where we we've built a team and have processes for doing a lot of the stuff that Brian didn't want to like come up with a process for. Because it would have taken tons of investment. And I've been building that for thirteen years. So I plug it into, you know, into my team and my processes. And now we've got like a multiplying effect, which is, which is, I think one of the things that Brian you shared made you excited about it because hey, I mean there's opportunity here that's great, you know.

I certainly tried to articulate like all the areas of like growth strategies that I would be doing if I were to double down on audience ops. I wanted to share my thoughts on that. I'm sure some of those could could work but but you probably have plenty of your own other ideas. We, you know, we can get into that. But the other thing to get into more of your question, Jordan, like coming out of this, one of the things that that I felt was really important to me and this goes back to to my decision to move forward with with JD in particular on this is, I have to feel really good about the future of of audience ops.

It's easier than people think to sell a business to just anyone. I mean, as hard as is, we talked about how hard it is to to actually do it and and get it done, but there are plenty of buyers out there. There's all different types of buyers out there that a business could end up going to. I needed to feel good about this path could really grow audience ops and I also need it for personally for me, I had to also feel good with the look, it's not gonna be my business and I have to feel I have to feel great about seeing audience ops three x, five x, 10 x over over the next several years, know. I don't know what those numbers mean to people, but the I'm confident there's zero like jealousy or or regret.

Oh, wish I could have grown. I could have been the one to grow it the way that JD grew it. There's gonna be none of that because I came to the conclusion that like a, it's just not the business for me, founder fit anymore and b, I'm just so rooting for JD and the rest of the team, on this that I'm just happy to see it go because I, you know, yeah.

This is the win win part of it. That both sides can win and the price makes sense and it's not one person taking advantage of the other, one person losing or it can make sense for both.

My CPA told me years ago that, you know that the price is right when both sides feel like they got a good deal. From my perspective Jordan to kind of respond, my first most important objective is not to screw it up. Right? So I don't come in with a bunch of outside ideas about what's gonna improve the business, that I try and cram down everybody's throats on the team, right? Like I came in and I said, Look, I do what I do because I love helping people do what they were born to do.

With Audience Ops, we've got a bunch of writers, right? And I want you to have a good job, be happy writing, You know, that's what we're here to do, that's what we're about. To come in and say on day one or week two or whatever, we're gonna change up our procedure manual with these new ideas I've got, would be naive and ignorant of me, and I don't want to do that. Instead what I want to do is I want to hear from everybody, and I want to be completely honest, and I want to kind of startle everybody with how real I am. Got the team together and Brian and I kind of made the announcement with the team.

And I went out of my way not to be business y, I went out of my way to just sort of make it an introduction to me and to say, look, I'm not going to be moving your cheese. I've got some thoughts about relocating some cheese at some point in the future, but I don't really think anybody needs to worry about that right now or for a long time because I'm gonna be working with Sarah who's on the team and when we're gonna be figuring out like, okay, well what's one little thing that everybody thinks we could change, if we change anything that can make things a little better or whatever. And instead focus on, hey, let's just keep doing our jobs, let's keep taking care of our customers, and just let everybody know that I'm listening. And then a couple of days later, sent out an email to the team and I said, Hey, so here's the thing I've got a question about, could you all weigh in? And I got probably 80% of the team respond within twenty four hours to an email.

And just giving them a chance to know me, I'll tell you, Brian, you'll be happy to hear this. Sarah told me the other day, she said, Hey, I think you need to do this. She told me what I needed to do for the And I was like, Heck yeah, thank you Sarah. Absolutely do what you tell me to do. And the cool thing is, the Sarah person, very important part of me feeling comfortable with the deal and about gave Brian a stroke worried I was gonna talk about it.

If I didn't like her, you know, unfortunately I liked her and so, but Sarah has everybody's back at the team, you know, she's like that person on the team that you got to, she's one of the first people you got to get on board with. And if you get that person on board, then there's another group that gets on board and then another group that gets on board until everybody's like, okay, yeah, this is legit, this is good, this is a good thing.

Yeah, so just to give listeners you know, a little bit more specifics around how these sorts of things work. I mean, one of the hardest things for me and for I think any seller of a business is you really can't let anyone know about it until you're at the finish line on your team and and the customer base and and the market in general, but most of all the team. Right? And that's probably even more true in a service business like like Audience Ops. You know, it's like I literally for the last two months I had to run the business business as usual and answer questions from the team, running the payroll, being normal Brian and and not talk at all about the fact that like we're inching closer and closer to this deal to sell the business.

That had to be really secret and early on you know as we got into due diligence one of the requests and due diligence was look it's apparent that that Sarah, the team manager is pretty essential here. You know, JD asked to meet Sarah and going into the the deal my thought was like okay nobody is gonna know until after we close the deal. It was completely understandable that like you know, to to eliminate that point of risk, you know, the the team manager is gonna be have to be brought in before we actually close the deal. Structurally, the way that that we work it is like we pass everything else, the contract, the due diligence, everything else is like all good and then the very final piece is is, A, I break the news to Sarah that we're about to sell the business and then B) introduce Sarah to JD. And you know my thinking on all that was I do trust Sarah, she's amazing and I was really pretty confident that she would be pretty excited about the this transition and the opportunity for for her and and the rest of the team.

But but just the fact that it that was something that is out of my control, I don't know how this is going to play out and and the speed of it, like, it's it's a lot for one person on the team to digest all at once. It was literally like a like a Thursday was the day that I had my my call with with Sarah to to break the news and go through all like why I'm selling and and who I'm selling to and and and how this all works and you know, she she's not familiar with how these sorts of deals tend to work so I had explain a lot. And then it was like the next day, I think like the next morning Friday, and Sarah by the way I need you to get on a call

with

JD and myself and really and like over a twenty four hour period she a rock star and just I think handled the whole thing professionally, But yeah, it gave me a heart attack like to think through like who knows like how this could go you know, but it was good. And then fast forward like that then like the following week we went through with the closing and then I think it was a few days after the closing we called like an all team meeting on zoom to break the news to everyone and, we can get into how we coordinated that a little bit.

Yeah, it's pretty exciting. At some point, Brian said, I'm just really nervous about if it doesn't go good with Sarah, what are we gonna do? We're right here on the three yard line. I was like, first of all, I think it's going to go great with Sarah. Second of if it doesn't, we're gonna have to press pause and reevaluate, It is what it is, but we'll have to see where we go from there.

Which wasn't me saying game over or anything to Brian, who was at this point quite heavily invested as was I in seeing the deal through. But it was an acknowledgement that like, hey, you know, the people here matter. This is something that I need to be in good shape about the business and have been clear from the beginning that needed to be in good shape about the business to make to feel comfortable doing the deal is, okay, your key people in any people business are a part of the deal. You know, it was an important hurdle to get through, saved it for the end. But fortunately, it's been fantastic.

And Sarah is a real trooper you know, she's a player.

Yeah, think she's awesome and as folks you know, I've talked on the podcast, we've had a team manager before her, Kat and I think she and Kat and really the rest of the team like they part of what makes someone a great team member at Audience Ops is, you know, they're just professional, they're reliable, they can roll with changes and process and all that so it's been awesome. But one of the things that I thought was interesting and I think you were really smart to sort of direct it this way was our plan to break the news to the rest of the team, know. At this point now now you officially own the business, there were like a few days in there where where you, me and Sarah were like sort of planning that the, the, the breaking of, of the news and a few interesting things. Like, of all, my style of, of managing at least in, in, in the audience house business was like very, very minimal on meetings and certainly almost never having like team like full team meetings or stand ups or anything like that. So just the fact that we were calling an all team meeting was like okay something's something's up because Brian never does that.

But I think what was really smart was sort of bringing Sarah in to lead that and for her to be the one to call the meeting invitation, but then also like introduce it and host it and be the voice of like, look everyone, this is a good thing that's happening, you know, because she was already brought in like a week earlier. I said my thing, had plenty of things sort of like prepared that I wanted to say, which I was super nervous about saying, but she helped to, I think just soften the message of like, look, I know this is all really sudden, it's good. Let's all be open to it.

Yeah, I mean, in those few days where only the three of us knew, We had to figure out how we were gonna tell the team because yeah, before I bought the business, I didn't know how we were gonna tell the team. And when I told Brian was, I don't know, what do you think? And more importantly, maybe what does Sarah think about how we should tell the team? And so even the morning that we had a couple of meetings the morning before to kind of figure out how we were going to present it to the team. I was like, hey, I kind of want to get on a call with Sarah and figure this out and then loop Brian And we knew Brian would be part of it, but I kind of wanted to just say, hey Sarah, how's this team gonna take it?

We decided that Sarah would send an email to the team and say, hey, super secret meeting coming up, don't freak out, it's good, I'm excited, but I can't tell you what it is right now. Hate, hate, hate that that's just kind of a reality, Because anytime a boss says, hey, we need to meet an employee, not going to be able to sleep. If the meeting's in the morning. And so we worked on getting the message just right. And I think we said, Hey, we got some good news we want to share.

Brian's going to share tomorrow with you. And the message came from Sarah. And for this group, we felt like that was an important step. But it didn't take anything from Brian either because it was still Brian's announcement to make. We just sort of a weird situation without a team that has a lot of meetings.

And all of a sudden, we're calling a team meeting. Folks are gonna know what's up. And anybody that's got a propensity to being nervous is gonna be like nervous about that. And those that don't, they won't care whatever they'll show up to the meeting. Recorded it for anybody because it was last minute announcement that who couldn't make the meeting.

And the most important thing was like we said, look, open to questions, whatever you want to ask, ask, ask, ask. Yeah. You know?

And then it was like, not not too many questions.

I got plenty of questions, Brian. Wait, we talk amongst ourselves first,

before we started asking questions.

Well, actually, we said that in the meeting. Hey, you know what? Feel free to go ssip with each other on Slack or whatever in the back channels, you don't have to bring the questions to us. Like you're not gonna get any pushback from us about any questions you have or anything you wanna say to anybody like just process this how you wanna process it, no big deal.

It basically went as I expected it would. I sort of envisioned how that would go down. Again, like we, our team doesn't do a lot of open meetings like that. So I expected that they're probably, there were some questions that happened live on the zoom call, but I figured most of them would happen sort of like behind the scenes. And afterward I received, you know, some really nice messages from folks on the team.

That was all really handled really, really well.

The trick was leaning on the person who works with everybody day to day to sort of advise. You're not feeling like I've got to be the new guy that needs to come in and do things my way, right?

I would say, you know, from

the outside perspective that the key is coming in with a pretty humble approach and not saying, well, it's my business now and we're going to do things the way I want because I'm smarter and here we go. And, you know, it's really letting people sometimes people will make assumptions on like the the fear side of things and helping them see that those bad assumptions are not going to come true. Puts, starts to put people at ease.

I did do things my way. I just, my way was humble. And I am so smart because being humble is the right way to do It's both, seriously though. I mean, don't want to lose sleep at night over the way I do anything. I want things to work out and I genuinely care about people.

So of course, I'm going to do it this way.

Yep. The transition has been really pretty smooth. It's not a very complicated business to, to transfer in terms of like tools that we use and, an organization. It's really just a matter of, you know, kind of, you know, switching over the passwords and the ownership and the Stripe account and the domain. And it's not a software sale, so it's not like we're migrating over our code base or anything like that.

That's been pretty simple. But your team, JD, has been awesome with making sure that everybody is set up in the new payroll so that there's no disruptions as we get to the next pay cycle and things like that. So again, just trying to give people like some info about how these types of deals happen. Like I'll I'll I'll continue to be around to, to answer your questions and advise and and help, you know, with the transition in any way that I can. Like, I guess like contractually for like a couple of weeks after the, after the deal.

But of course I, again, I'm rooting for everyone. So I want to remain available, to, to help however I can.

Gents, feels like it might be time to wrap up. And I wanna say congratulations to you both. Brian, congrats on a successful end to one type of journey and that the company continues to live on. And JD congrats, owner of a new business with plenty of opportunity ahead.

Yeah, thank you guys for inviting me onto the podcast to be part of this announcement. I mean, I think it's really cool you wanted to be so open about it with everybody and share and thanks for the invitation.

I'm super excited that the business got to go to you JD and because I've been completely open. The the entire life of audience ops lived on this podcast too. Like we like I I remember like years ago announcing the new business on this podcast and trying to be as open as I can about it over the years and now we get to hear from the person who who acquired it, here on Bootstrap Labs. That that's really cool.

Well, is it my podcast now?

Not not in the assets list there.

No. Not anymore. Well, Jordan, it was good catching up with you too. Love talking to you guys.

You too. Yeah. This sort of thing doesn't happen every day. So it's good to acknowledge it, celebrate it, and talk about it.

Alright. Thanks for listening, folks.

Bye.