Meeting - Transcription

Transcriber

Microsoft Word

SPEAKERS

1. Natalie

2. Scott

3. Jeremy

Jeremy: 00:00

Here we are, again. And I just barely shared a doc with you guys, which is literally just the same member agenda stuff that we've had that we've been going back and forth. All I did on this one was just pushed down the notes from last meeting, and copied and pasted some- some additional notes for this meeting. And I want to just start off by informing you both that this process has, I don't know, it's not- its nothing to gain some clarity, I think in some- in some ways, just on a personal level, because as I tried to do this, and I tried to put this option number one together, it became pretty apparent fairly quickly, that even though it was- it was an option on the table. It’s not- It wasn't necessarily, I think, one in which I'm overly excited about, I guess. So, anyway, so I just- That's my caveat. That's my big- my beginning caveat. And I also recognize that as I was trying to do some certain things, those things being the actual details, nitty gritty of the impact economically on the Hughe's and on myself, and then taking whatever roles or responsibilities and burdens on and all that kind of stuff. That's where it became more apparent to me that- that I just don't know how it is- it is worth it to me in some ways, I mean, it all- it all depends on all the different nuances and things like that. But anyway, that's my- that's my intro caveat. And so, what that shows you there is that if you go down to the US have the document, and you go down to the Options section where- where the new stuff is copying or pasted. I'm literally just saying, hey, you know, my- my- my best option, my number one option, that I would- that I would rather pursue probably more than anything from an aggressive standpoint would be to sell my shares, and to sell my equity. I know that that we all actually said that, you know, that was one of our options on the previous meetings and stuff like that. And so, it's not- this isn't new to anybody. But I have- I have started to try and put more, I guess, thought and effort in- in that direction. And, you know, that's got its own set of complications and stuff like that. So...

Natalie: 02:29

Can I pause and ask, rewind, when you- you started immediately saying, option number one isn't going to work, it's less and less appealing. I'm just reading like option number one, it says proposal number one, sell ownership, option one's got transition out. I'm not sure what specifically you're referring to when you say it's less appealing. What- What scenario in just like one sentence are you referring to?

Jeremy: 02:54

So, the option one scenario that's on this document, that's the one that I was referring to. And that's the one that after when we broke, when we left our last meeting, that was my homework, like I was going to- I was going to produce additional detail around option number one. And, that- in through that exercise is where I started to get where I'm at right now, which is- which is not necessarily like some huge difference from where I was I just- I just- I'm trying to be as transparent as possible to you guys and let you know, you know, how I feel, or what I feel and stuff like that. And it's, this is just, I understand you guys are in a really challenging position. And, you know, it's for me to tell you, hey, this is a really challenging position for me. I- It's not lost on me that certainly goes both ways. Sorry for my... Thank you for all of those updates. And, so anyway, the- that's all I really wanted to say. So, it's kind of a prep because I- I still did put together at least a big chunk of option what I was supposed to do for today.

Natalie: 04:08

Okay, so option one was all about a- a downgrade and payment, how it would look for Scott to transition out the Hughes payment, is that what you refer to by option one?

Jeremy: 04:08

Yes. And- I'm sorry. And- And then here's another way to do this too probably was if you scroll down further now and you can see previous meeting notes of 525.

Natalie: 04:27

Okay.

Jeremy: 04:29

If- If- As we left that meeting, if you look at like underneath your number three proposal. Three, Natalie.

Natalie: 04:37

Yes.

Jeremy: 04:38

You're not- Your number one option would be, well, you're number one on your proposals, and I don't know if this was in priority order, but would be from, you know, you're exploring options trying to find a buyer for the entire company. That would be- That would be your option number one, I think, is that right?

Natalie: 04:52

Yeah.

Jeremy: 04:53

Okay, so that would- that would align with my option number one, you can find a buyer that'd be freaking awesome. And then- And then as we discussed and voted, we agreed not unanimously but we did agree that we were going to explore further my original quote unquote "Option number one", which was, it's, I guess a little confusing now because I'm [inaudible 05:07] my option number one is to sell but my option number one was how do we move forward. And so, my option number one is actually my number B, I guess, on my options up there, proposal one. And that operation is option one there. That's what I was- That was what I understood my job was to do for this meeting was to provide more detail around my option B1 I guess from last year.

Natalie: 05:46

Which is to transition Scott out, change compensation, change everything as far as payment until it's agreed upon between Scott and I. Well, I- I wanted to just even say, I've been meaning, I thought about it for a while, in my idea, I mean, I'm, Scott's responsible to pay me the amount the court ordered regardless. But also I thought, wait a minute, if Jeremy wants to quit and he still wants to get paid to the end of his contract, it would make sense if we're getting, we're, I say we're because I had no part in this to say or no option to even work in Saniderm. But we're getting, our pay is changing or rather our- the role that Scott, I call the [sysco 6:29] trial is changing, then I wouldn't want the pay to change either. Just like you wouldn't if you left Saniderm. So, I'm with you that that first option is, I don't know how to do it. It's the least feasible. Honestly, I think this would all be different. I wish I- I wish I was involved in part of what's going on in Saniderm, because I kind of just feel like the only option now is selling it.

Jeremy: 06:58

Well, let me give you a little update, I guess there, since some stuff has transpired since we last met. The main, you know, the main numbers are in and they're done. We didn't hit the numbers we- we were trying to hit but not by very much. If you look at our last, you know, six months, you can see where we got completely hammered by the- by the ShipBob crap. And then- then the Chinmed, and now we're- you can see that we're climbing out. And all of the- all of our other indicators and everything like that shows and would- would suggest that we are on the right path, we are digging ourselves out of that hole. Granted is not going as fast as we originally had hoped or wanted. But it's- it's there. And I think that's a- that's a positive thing to note. Secondly, so it's not like Saniderm’s, you know, we're not taking or anything like that. Sales are still, they're so strong, they're still solid. We're having, you know, not record days on Amazon, but they are like, we are now hitting, you know, easily 11 to $12,000 a day on Amazon. We used to do that regularly before all this stuff went down. We're back up there finally, on Amazon, which...

Scott: 08:11

Yeah.

Jeremy: 08:12

And- and- And we're all- We're freaking out a little bit because we're fearful we're going to run out of product again. And then- And then when we do run out of product again, then that will jeopardize some of those SKUs on Amazon. And the reason that we- that we will likely run out of product again. It's unlikely right now, it's not a- never guaranteed but it's because of the Chinmed what recall. Still- We're still trying to work and negotiate through that. And there's no quick fix to that. Like, even if- even if they were like, oh yeah, here- here's all your money back. They can't replace it with product. And so, we're going to be- We're going to have some interesting stuff. Again, product wise, I think in the next three to four months from a- from a out of stock standpoint. Again, unless we actually are able to... We may have to airfreight some stuff from [sysco 9:04] Dermcos or whatever. I mean, it all depends on... We'll cross that bridge when we come to it. But point being is that we've got- we've got really good Momentum, we've got really good, you know, positive stuff going on from- from a sales standpoint stuff. And yet, we're already seeing that we're- we're trying to get ahead of it. But we're already seeing that we're going to maybe have another issue.

Natalie: 09:23

Do we have anything in- in line right now? Do we have anything being produce in China?

Jeremy: 09:29

Do we have anything what? Sorry?

Natalie: 09:30

Being produced in China right now?

Jeremy: 09:32

Absolutely.

Natalie: 09:33

When is that meant to ship?

Jeremy: 09:36

What's that?

Natalie: 09:37

When is that meant to ship?

Jeremy: 09:40

I can't remember the exact dates. Actually, we don't have exact dates by any means. But it's going to be- it's going to be somewhere probably in the- in like 12 to 16 weeks or something like that.

Natalie: 09:51

Wow.

Jeremy: 09:52

Probably 14 weeks. We actually have to- we actually have to sort of quite- sort of bite the bullet. This is not that big of a deal, but we're going through an entire branding update, if you will, it's going to go across website packaging, convention booth stuff like all that kind of stuff. And we really wanted to do this- this purchase order that is in place right now, we really wanted to do that with the new packaging. But because of a number of different things, we just- it's way more important that we- that we get our product here, even if it's in the current packaging, and there's nothing wrong with that necessarily. We just- We were getting excited to finally pull the trigger to do that. But it'll be one more purchase order out which with Dermcos, you know, that's- that's months and months and months, but... So, there's that- there's a couple other updates, I guess, if you will, is that we hired a guy by the name of Max Collins, he starts on Monday, he'll be in the marketing department. We also moved Jack, very up, also in the marketing department. I'm really stoked about both of those hires. And I think pretty much everybody else seems to be as well. Jack's already been here and stuff like that. So, it's not some massive, huge new hire, but I'm really excited to see where that's going and stuff like that. I was also able to maneuver some of the comp around. Because Alicia left and Danny took on Alicia's roles, and Danny is- is initially right now, I'd say he's killing it. But that when I say that it's not like- it's not like a monetary hit to our bottom line or anything like that. He's just- He's just really embracing the pro-team, the ambassador program and all that kind of stuff and is already getting, you know, lots of traction from only his- not only his own goals, that he was setting things that he was trying to do to revise the program and stuff, but also even, we're getting stuff already on social that's coming back on social posts that are- that are aching him and stuff like that. So, we took him out of sales, essentially, almost entirely. And he actually did manage a pro-team for Burton in his- in his past and stuff like that. She's actually a really good candidate to do that. But so- so, you know, look, as much as Saniderm is suffering and has suffered and has gotten hit by multiple outside shit situations, like the ShipBob stuff, the Chinmed something like that. It's not as a sinking ship in any- in any capacity. So, I just wanted to make sure that, you know, you mentioned you wish you had a little bit more understanding what's going on, because it seems like the only option is to sell Saniderm and I don't want to convey that message I don't- I don't think, you know, I don't think this is like get out. You know what I mean at all? We were $9,000. We did net income lost $9,000 last month and so we had- we've had some losing months in, you know, again, over this period of time but all of the new financing that we have in place with Flexport is- is working well. We're on top of all that. All those payments and stuff like that. We have a- We have a very large line of credit extended to us there that we've only tapped into a fraction of it and- and we've been able to turn it and so, you know, that's- that's helping for sure. But we're definitely, we do not- we absolutely do not have funds available to explore additional product development, you know, in ordering any like minimum order quantities of anything new or, you know, things like that. We could tap into some of that credit line to do some of those things depending on how- on how we structured that with the purchase orders and things like that but it's- it's so tight that it makes it- it makes it very difficult to understand when we should pull that trigger and when we shouldn't with respect to new investment like that, like it was... I'm going to- I'm going to- I'm going to pat myself on my- on my back here just a little bit just sort of this is a stupid little hand thing but I wanted to- I just might as well share this with you but when we have- when we put out the job or the job descriptions for the for the roles that we were hiring for looking for in the marketing department, we had all these different candidates apply and stuff like that. We narrowed it down. We essentially narrowed down the two outside individuals Jack, sorry, Max and [sysco 14:37] Dennis. And Jack was a- Jack was in a- in a different category of job anyway. But so- so we had done the Max and Dennis we call them both that we're going to hire slow and we're going to really take our time and all this kind of stuff. And in the process of that, I had a- in my meeting or my interview with Max I had asked him what his salary expectations were. And I cannot rely on- sorry- I knew I wrote it down, but I cannot find out, what I cannot find I wrote it down. But anyway, I had in my head, I told- I told the executive squat about stuff, or at least some of them. And I had in my head that he was somewhere between like 52 and 58,000 a year. So, I- eventually, we get to the point where, yep, okay, we're all ready to; we want to make an offer to Max. He's a good offer. And- And but I am not going to offer him the range he wants to be in. So, I'm prepare this offer letter with the expectation that I'm going to have to have this conversation with him, it says, hey, man, we really want you. But right now where we're at, I can't offer you the- the range in which you were looking for. And so, we get this conversation going. And he's really cool. I really like him and I know he likes Saniderm and stuff like that. And so, we get down to that part. And I'm like, hey, you know, the good news is I want to give you an offer letter, but the bad news is I don't- I'm not going to be able to match the range you want to be in. And- And I'd like, but I don't think it's- I don't think it's that far off. And I'm really hoping that you can give us a chance and you know, we can move you into better stuff down the road. And like, what was that range, by the way? And he said, 70 to 80. And I literally just went, oh my gosh, Max, are you serious? Like holy crap. And I explained to him that I had been operating this entire time, under the understanding or misinterpretation that I was somewhere in the- in the mid to high 50's. And I'm like, dude, I don't even, honestly, Max. If I had known that, we probably didn't have this conversation. I wouldn't even waste your time in offering you this, you know. And he- we continue the conversation, though. And we dug in a little deeper. And one things this, it's this shouldn't be- I shouldn't be patting my own back. Because this isn't really, this is sort of by happenstance and luck, it has nothing to do with me. But in that period of time in the slow hire period of time, Max lost his job. So, that company essentially is folding up. And so, that's clearly helped motivate Max. And I actually went back to Brett and Catherine and said, what did I tell you his range was? And they both thought it was in the 50-60 range. And so, I might, okay, dude I know that, I swear to god, that was where it is. Maybe he mixed, I don't know, whatever. Anyway, he took the job.

Natalie: 17:16

Wow.

Jeremy: 17:16

He took the job at 48-5

Natalie: 17:18

Wow.

Jeremy: 17:19

And so...

Natalie: 17:19

Wow. 70 to 80…

Jeremy: 17:22

I think, okay, that's great. You know, we save some money. On the other hand, I worry, and I don't want him to feel like he's underpaid. We'll see. And we're going to try to get a path for him, you know, in the next, you know, 3 to 6 months that he can- he can move that can- that can grow a little bit or something like that. But I couldn't- I didn't promise him, guarantee him anything. But anyway, he took the job. He just said he's, you know, he's like, he didn't take it right then, by the way, he slept on it. It took him two days. And then he emailed later and said that he's been talking to some people, and he just really likes every, vibe and everything that we all the people he met here and blah, blah, blah. And so, so he got it. And so, I'm telling you all that because from- from a salary perspective on what's Saniderm- what Saniderm’s current monthly burn rate is I didn't have to actually increase that by a massive, significant amount, with some of the shifting and the changing, bringing Jack on the way we did instead of getting somebody else from the outside. I only incrementally increased Jack's pay. And- And like I'm- we're getting- If Jack performs we're getting him for a steal too. And- and again, on one hand, I'm excited for that. On the other hand, I'm concerned and nervous that- that... And I'm not that concerned. I mean, it'll take- it'll take 6 to 9 months for Jack to move in anything else differently or compromising or anything like that. But anyway, so- so the other thing is, is we've got a complete analysis dialed in cost effectiveness, we've got the- the TNT reports or something like that from the three different- the two different 3PL providers that were very interested in- in moving towards... Before this call, I got one more email back from Momentum is probably the final kind of last little bits of information to make those comparisons. And the- I think if Momentum will probably just work with us on a couple of things, we probably- we're probably going to go with Momentum. But there's, this is the other thing is that I think we all have PTSD from moving the ShipBob. And Momentum does have two different locations. And they're all out of data in showing that it would make more sense for us to house- our house, our inventory in their Nashville warehouse. Whether we do that or not doesn't necessarily matter right now. But the- the PTSD I've referenced is that we will absolutely go through in a massive like transition scheduling, exercise and stuff like that with them to come back to move back to them. And most- most likely- I mean, very most I mean, maybe I shouldn't say mostly I probably should say it's got going to happen, which is this purchase order we were just talking about. From Dermcos will be arriving at a new 3PL I don't think we will be transitioned by then. But the transition that I'm talking about will be happening during the Saniderm’s like busiest tough months of the year. And that's given tons of people trepidations getting any trepidation. You know, we really can't afford to fumble the ball. And we haven't, you know, nothing's we haven't pulled the trigger, nothing's in motion yet. But there's enough in motion from an exploratory due diligence standpoint that we're really close. So, we could make that decision, you know- we could make that decision maybe next week. And- and- and then it starts. Now, when I say that, that transition, my guess is what we'll have, whoever we go with, will give us their transition plan. And we've already started some of that stuff, but, you know, they'll- they'll probably have like, an aggressive or the, like, best case scenario, case, whatever, but- but that transition itself, I would- I'm expecting, or I'm anticipating that it's going to take months, you know, maybe 2, maybe 3, and to fully do it, and that, again, that just that makes me feel super insecure, and awkward and exposed. And- And I know a lot of it has to do with what happened to us last time, you know, our- our move over the Momentum from ship- from Ship Central was not that painful. But the move over to the ShipBob was incredibly painful. And so anyway, so there's- there's a little bit of an update. Now I know, I just kind of caught totally tangent for a second. But that's- that's, you know, where the company, the sort of the temperature of the company is right now. And the biggest thing that I guess I want to articulate here, and what it triggered for me too, was that, you know, I don't- I don't in any way, shape or form, feel like, everybody has to sell, Saniderm’s needs to get you know, there's no other option than to sell. It is- it is Saniderm still has value, for sure, absolute relevancy in the industry, all those kinds of things are 100% still there. We just have had massive issues, both externally as an organization with- with ShipBob, and all these things. And then, you know, our- our dynamic, our culture, our leadership, our dynamic between the three of us, has also, you know, impacted Saniderm. So- so, I really do believe that you clean up all these messes and all of them can be cleaned up. Then, you know, your back on- your back on much stronger solid footing ground and you can move- you can move forward. In my- In my little thing here that I've got today, like, you know, I mentioned that look, for the- for the- for the next 2023 or for this next, the rest of this year, since we're- since we're funding restricted, I guess, or we don't have a lot of money, I just want to... Rather than go to product development, I want to go to product, and just really dial in what we have, get that packaging stuff, get the transition from 3PL done, you know, all these kinds of things that these are big things on our plate and just focus on that rather than putting so much effort out into trying to grow. Not that I don't want to grow, but- but by doing- by looking out to grow in these other areas. It's- It got us in trouble, but I don't think that it was- I don't think it was us growing or us looking to grow that technically got us into trouble. We were growing and we had to do moves that would facilitate that. But now, the situation that we're in, we are just not- we're not cash rich, we're not, you know, debt free, we're not all these different things that would allow us to do that. I'm not saying it's over, get it off the table completely. I'm just saying from a focus perspective, and where we put our efforts or resources, that's one of the things that I would say, hey, you know, the next little while we just need to kind of buckle down a little bit and- and be more conscientious of all of these things. Because the last thing I want to have is freaking 2 new products, you know, or 3 new products in the mix summer may be coming, and we're trying to launch the products, we're trying to ship this, change 3PL, we're trying to finish our packaging. And it's just every little layer I think of complexity that you've around our additional variable that you add to the formulas it's- it's adding a layer of complexity that- that it's creating like a various in it, like a house of cards. It's- it's a if one thing goes wrong, and it's not just, you know, if one thing goes wrong, everything's going to go wrong, but if the right one thing goes wrong, then yeah, we're on a- we're on a domino effect or snowball effect because they could have very different very ramp- large ramifications. So...

Natalie: 24:58

Okay, so it's my understanding, Scott do- are you aware of all this stuff already?

Scott: 25:02

Yes.

Natalie: 25:03

Okay, so this is really all just for me. And what I'm hearing is a lot. A lot of moving parts, I expected as much. I wouldn't agree that we necessarily needed to make the moves we did when we did like we weren't in Europe yet. You know, we really didn't have a large sales volume yet in Europe. But it is what it is. And I'm glad we're rolling it back in until we figure it out. Meanwhile, what was the purpose of a brand? And what has that cost us so far of rebranding? I was not informed of which is, you know, as a 40% owner, I'd like to be- be told we are rebranding everything, which I was- when I was in the office, I saw well underway, you know, a few weeks ago, but what was the purpose of rebranding? And what is that cost us so far?

Scott: 25:51

The purpose was to make all of our products more uniform right now, if you look at our cross our product line, you can't tell it's all the same company. Our bombs look different than our bandages. Our soaps look different than everything else. And so, we wanted to make everything homogenous, congruent, whatever word you want to use for that. Same with the website, so have the exact same Pantone same colors, same font, same...

Natalie: 26:16

Did we change colors, fonts? Did we change colors and fonts?

Scott: 26:21

Well...

Natalie: 26:22

From what?

Scott: 26:24

We're even. So, yes, we have a specific single Pantone of blue now.

Natalie: 26:28

Okay, so now it's still blue and white and black.

Scott: 26:32

So, the bombs are... So, the bomb colors are blue.

Natalie: 26:37

Okay. I just wanted to see if we were still staying clean in medical. Because when you say rebranding, like that's anything we become like Dragon scrotum? Or are we still good Saniderm cleaning, friendly?

Scott: 26:51

So, you saw that when you're in the office? It's still very clean.

Natalie: 26:54

I saw- I saw a lot of brown, which I thought was really ugly.

Scott: 26:58

The- The lotion is supposed to be gold. The samples we got came out browns, we are still working on them. Fine tuning that color.

Natalie: 27:09

All right.

Scott: 27:09

Because it was ugly.

Natalie: 27:11

What's been the cost on this so far?

Scott: 27:14

Well, the cost was the company we hired to design those... Which wasn't cheap.

Natalie: 27:24

Well, it sounds like you guys don't have numbers. You don't have numbers you don't know yet.

Jeremy: 27:27

It was about 29 grand. And then the resources that would go into that because there's our time and effort and stuff like that. I don't know those numbers.

Natalie: 27:37

Okay. So, suppose this is cost us 40,000. I hope that that's something we get our $40,000 return on quick. I don't see the reason for all that yet. Seeing how tight things have been, I don't know why we would be doing that.

Scott: 27:54

We started this process... 3 months ago over a year, as we started it.

Natalie: 28:00

Wait, Scott's telling me over a year, Jeremy's saying a month ago?

Scott: 28:04

No, I said months and months ago. So...

Natalie: 28:08

Before you guys switched over to ShipBob?

Scott: 28:11

Yes, it was definitely before that.

Natalie: 28:14

Okay. Obviously things like that I'd like to be included on knowing that we're rebranding and choosing an expensive $30,000 should require my vote. So, let's improve on that, please.

Jeremy: 28:30

Well, I don't mean that, I understand your opinion, though. And I don't want to...

Natalie: 28:34

Well, it's not really my opinion. It's just- It's just the operating agreement. Just...

Scott: 28:39

Correct, review it. You don't, that doesn't require your vote.

Natalie: 28:42

No. But it does require meeting you don't have full ownership vote, majority ownership when one owner doesn't get a chance to vote. That's not...

Scott: 28:51

But that decision didn't require a vote. Period.

Natalie: 28:55

Anything over... I think it's what 10 - $15,000 requires about. Anyway, regardless, rebranding is a really big thing, when- I would think you would agree with that. And you'd be frustrated if you were in my shoes. So, I'm going to express that and it's still- it's still- we can still stay on a positive note and move forward with the next meeting on the agenda, the next point on the agenda.

Jeremy: 29:19

Cool. Okay. Well, so the next point on the agenda was really just to go into the details around that option, which again, is less and less appealing. But there- it is here, I've got- I've got numbers and stuff and I didn't go into like all the details around specific moves that I would make with respects to, you know, personnel or anything like that. I mean, if you- if you- if you go all the way down even further and actually reads what Scott wrote. You know, these are things that we've talked about, these are things that- that are- are all on the table, I guess, but I didn't put in that type of detail. I just put in architecture certain things. So- So, if you guys remember from the last time we spoke the architecture, the framework of the option number one, was that we transitioned Scott out, there would be a percentage of his compensation that would remain in the company, it'd be a percentage of his compensation that would remain going to Scott for- for specific, like training and education, stuff that he would still continue to do for- for the company. And there would be a percentage of that income that would essentially still go to the Hughe's, you guys work out your distributions accordingly, and all that kind of stuff. And in that, I was- I proposed that, if I'm going to take on the brunt of that responsibility, at least, you know, it's not like I'm going to- I'm not going to freaking take everything and do everything. I'm just saying, if I'm going to do that, then I wanted to get a raise, but it would be deferred salary, as well as I would be willing to take a- a compensation cut also, along with you guys, too, but also deferred. So, those are the kind of- I was kind of the framework there. And so, as far as the details, and the numbers and stuff like that, if you- if you look up there, like I've put that out there, so- so the current comp right now is 23,688, the 80% would be that transition, and all of those roles and responsibilities associated with that. Auto insurance, those types of benefits remain in place, at least 40% of comp and remain company, there's the- there's the annual amount of that- those resources that would go into the company that we could do other things with. And then 20% would- would continue to go as guaranteed distribution to Scott for the training and education. And then the 40% is there. It would be 7,689. And I also wrote in there, the both users would have auto reimbursements in HSA contributions. And- And then as part of those distributions, and then John's take on and/or delegate the roles, and those roles and responsibilities. What I'm proposing is that I would take on a deferred raise up, or near the amount that we're discounting from Scott. And that would be roughly 7500. That's less than what he was, that's a little less than discount, actually. But- And then I also defer 20% of my own salary. And so, again, a net cash flow save to Saniderm, but I would be accruing a debt that Saniderm would owe to me. And then my raise would only be temporary, until we can- I can get a full replacement of all of whatever's- all of whatever that 80% was. And- And or December 31, of 2023, whichever happens sooner. So, my anticipation, my intent would be to immediately start working on how to replace the functionality of those kinds of things. And streamline that. And so, what- so I kept the timeframe for this year, no matter what. But again, I don't anticipate that it would take that long. I'd be happy to even like put in something that says we have to have it done in 90 days or something like that. But- And then I just- And then I just expanded a little bit on the- on the notes that were there before. Because the funding/economy the product stole that was already on the notes. But then I just gotten a little bit more detailed, like I did verbally with you guys just a second ago, which is dialing all the current product, the manufacturers, the contracts, the packaging, all that kind of stuff. There's- There's more moving parts of that then- then...

Natalie: 33:43

Before we move on and go deeper into detail, why don't we even just talk about reducing compensation? It's my understanding, Scott, that your bills aren't met that every credit card you have is maxed out. You didn't pay me spousal support last month. How is it that reducing salary is even an option? Do you see that as an option? Because I don't see that as an option.

Scott: 34:16

Well, it's an- obviously it's an option. It's not one that's going to have good results for me or you personally, Natalie.

Natalie: 34:25

Okay, so I don't appreciate that I am now being punished or that I'm suffering because of your choices to not show up well in Saniderm.

Jeremy: 34:38

Understandable.

Natalie: 34:39

When in fact, this is always my... No, when in fact, this has always been my company that I could have been working in and I would have shown up and we wouldn't be in this position right now. So, for me, I'm not willing to take a pay cut. If Scott's going to get demoted, he can take a pay cut but my pay remains because I never had a choice about whether or not to work in Saniderm or not. You guys voted on that, and alienated me. So, at this point, what do you anticipate the pay would look like for Scott himself? Because my pay will remain at 7300, whether it's through Saniderm, or through Scott. What do you anticipate Scott's pay will be? And Scott, if you- you know, if you're going in the hole and you're not meeting your bills, and you're not speaking up, that's your responsibility. Mine is covering me and my bills.

Jeremy: 35:27

So, what that would equate to...

Natalie: 35:31

And in fact, 7300 doesn't even cover my net. So, that's just what legally I'm entitled to right now through the court system.

Jeremy: 35:45

38, 45, let's... I'm going to- I'm going to do this math as if- as if in- as it's been happening so far, where- where Scott's being paid, and he's paying you out of his payment. Scott- after this discount, Scott would be bringing home 11,534 a month. So, clearly...

Natalie: 36:19

So, Scott, you'd have 4200, you'd have 4200 a month to pay your bill Scott, after you pay spousal support.

Scott: 36:28

Which I wouldn't be paying spousal support at that- at that point because that wouldn't make sense for me.

Natalie: 36:34

Well, it doesn't make sense for me that just because you can't show up for work. Now, I don't get money from my company that I designed, I created from scratch that I hired a CEO in. So, a judge is not going to like this.

Jeremy: 36:49

Can I- just- I get it Natalie, I'm not interjecting right now to- to detract from what you're saying, I- can we try and keep... Your stuff is valid 100%. I get your frustration and all that kind of stuff. Let's try and keep it to the... So, our decision making process and stuff like that here, your comments are correct, not only the numbers are- those numbers and all that kind of stuff. But I- I would hope that we don't digress into history and/or personal stuff. And- And if this isn't going to work, that's okay, let's just- let's just vote that this isn't going to work. And we'll move on to the next option and try to work it out. So, what I wanted to do in incorporating and asking you guys for the help to do this, like, I don't- I don't want it to be contentious. I don't- none of the shit that I have on the document is- is has to happen at all. And- And so, really, this was a fun to be collaborative. I want to find a- I want to find a path forward. That works for you guys and works for Saniderm and works for me clearly, obviously. And if this isn't it, that's okay. Like we don't have to... We have to beat a dead horse or anything like that. I knew- I knew going into this, man, asking you guys to- to- or asking Scott to step back at all. Period. It's going to be is challenging, like, and if there's any sort of restriction in- in economic benefit, it's absolutely going to cause problems, but it would cause problems for me. You guys- if you guys, you know, wanted me to step out, well, maybe- maybe just a little bit different. But yeah, I get it. Like I know that this is not a...

Natalie: 38:25

I guess- I guess, so like I mentioned at the beginning of the call, as I've been thinking about it, you proposed if you leave Saniderm putting your 30 days, you still want to get paid every month, until your contract is done. I'm okay with Scott being demoted, we need to be paid every month.

Jeremy: 38:44

What do you mean by that? Explain that to me better.

Natalie: 38:47

I mean, Scott's not performing. He's not showing up. A judge is probably going to order us to sell it in a month, we may be able to sell it in 3 months on our own who knows what it looks like. But this is our source of income, and we are owners and I want a source of income and I need it. So, for me, when you proposed you leaving, Saniderm, you propose that you continue getting paid. I'm proposing the same thing; that Scott leaves Saniderm and continues getting paid.

Jeremy: 39:19

Okay. Let me ask you this. And that's okay, like, so I'm also proposing that I'm going to take a pay cut. So, that Saniderm can have some money, and it may or may not be very long it might be temporary. Is that- If I take a pay cut and granted, it would be deferred? Are the Hughe's able or willing to take the same type of deferment?

Natalie: 39:42

So, you're taking a pay cut because I understood you're asking for a raise that will be deferred. That's not the same thing as a pay cut.

Jeremy: 39:51

Then in the next line item is I will also be taking a actual pay cut.

Natalie: 39:56

John's also, the first 20% of current call or- salary. 3700 a month. Okay, so what was your question?

Jeremy: 40:04

So, my question was is- is if... Because my part of my whole- my whole thing here that I'm sharing with you guys is like, look, this isn't about me getting a raise it's about- it's about Saniderm getting the resources it needs. And that's it, you know, layered, it's not just money, resources. And so- And so, just- just having a couple of changes here and there doesn't fix the entire situation. And so, I'm- I'm- I'm saying, hey, guys, like, it would be helpful for Saniderm if the owners took a deferred, a deferment in their- in their salaries for a period of time. I don't know what period of time is. But...

Natalie: 40:44

Here's the reason I say no. Because I was told a year ago, it will help Saniderm like, you don't work for us. We can't afford a car payment for you. You don't get a car payment, because you don't work. It was 500 a month, Saniderm couldn't even afford that. Scott and I, two years ago, we're getting a 1% bonus on revenue that we split. You told me it was hurting the company. I believed you. I voted that we stop doing that. Here's my point is, every time I'm told, this is hurting sanitarium, I have voted with you for what's best for Saniderm. And then it turned out it didn't even matter, raises were given bonuses were given out. Scott just got more money, and all the things... So, for me, I'm having a hard time believing what I'm hearing when I hear anybody you or Scott saying this is what's best for Saniderm, the history has shown me that I'm just going to be told what you guys want me to hear in order to vote what- what you want me to vote on. So, I'm just going to take a hard stand. All that matters is my wellness, my- my family's well-being, and my kids and I, our income. So, whatever it looks like, I'm going to need my income every month. If Scott's willing to reduce his to 2000 a month, great! I'm not going to fight for Scott's income. But I am here to fight for mine because I've been sitting on the sidelines, alienated and now the man who alienated me isn't performing. And I'm suffering as a result. You can understand how frustrating and scary that is.

Jeremy: 42:14

I can understand. And I will also add to that that I don't know that at any point in time, we ever- I ever proposed that your money that you get, Natalie, changes. I've never proposed that you'd take a pay cut.

Natalie: 42:32

Yeah, you have.

Jeremy: 42:33

No, I haven't.

Natalie: 42:34

I had 1700 a month and you propose that I no longer get it.

Jeremy: 42:37

I'm telling you about right now. With this proposal. I'm not- I'm not proposing...

Natalie: 42:42

I'm not getting paid from Saniderm.

Jeremy: 42:44

Correct.

Natalie: 42:44

So, there's no pay cut that you're referring to.

Jeremy: 42:47

Correct. So, I've never proposed on this, right now, today that your- that your pay is going to change.

Natalie: 42:52

Yeah, my pay is going to change because Scott's not going to have money to pay me.

Jeremy: 42:56

That's not- That's- If I take my hat off of working with everybody. That's not Saniderm's problem. But I get it. I totally get it. And I'm not trying to- I'm not trying to push anything. And honestly, Natalie, if you don't want to vote on this stuff, no, it's okay. I'm not trying to fix, saying, Natalie, vote this way, and this is the right way, and here's why. It's not what I'm trying to do my, man. And I- I'm okay- I'm okay with this not working out this way. Like, this was just my original proposal and my architecture that I put together. And I know that this is a ridiculously complex situation.

Natalie: 43:32

So, here's what I propose- Here's what I propose. I just replace what Scott does. We don't need to give you bonus. Scott can train me and what he does. I get his salary, he gets nothing. I can pay him spousal support according to a judge.

Jeremy: 43:47

Yeah, and I'm not going to vote for that. I wouldn't vote for that.

Natalie: 43:50

No.

Jeremy: 43:50

And let me tell you that, Natalie, it's not a-- it's not a- it's not a- it's purely simply about the company. It really truly is. And I know you hate to hear it. But that's what it's about. And- And if you disagree with me, you're... [inaudible 44:08]

Natalie: 44:07

It's not about the company. What about me coming and working is not about the company.

Jeremy: 44:16

It's about whether or not you fit in the company's culture and whether they want to work with you or work with- work for you.

Natalie: 44:22

Yeah, it's the same bullcrap you gave me two years ago when you alienated me.

Jeremy: 44:27

And when I gave you the same bullcrap, Natalie, I invited you to come in.

Natalie: 44:30

No, you didn't. You invited me to... No, you didn't. You invited me to submit my resume and interview for a job like anybody else.

Jeremy: 44:40

I invited you to come in and talk to anybody you wanted to, and do exactly that [inaudible 44:44].

Natalie: 44:44

And of course, I don't need your invitation for that either.

Jeremy: 44:47

Right.

Natalie: 44:47

And I also know who's paying their paychecks. Okay, this meeting is unproductive. I've felt nothing changes. Scott, you're welcome. I'm protecting your salary because you're irresponsible, poor worker, enabled. Once again, you're always enabled. If it's not me, it's your mom, go keep getting loans from your mom. This is not happening. I'm not losing my income because my husband is a crappy, shitty addict.

Jeremy: 45:12

How are you losing your income?

Natalie: 45:14

Because if Scott loses his income, where's mine coming from, Jeremy?

Jeremy: 45:18

Scott- Scott's going to figure that out. That's what happens in divorce. That's what happens when you lose your job. That's what happens in life.

Natalie: 45:23

No. Be common sense and stop being plain ignorant. When his money is gone. My source of money is gone. Unless I'm in my company working. I'm not going to be spoken down to and treated like I don't know what I'm talking about because I do. Okay, so my vote is Scott remains in the company. Because if he fits company culture better than I do, he's the one to go work. Scott, show the fuck up. Go work. Win your job back, show the team that you're worthy to work there and make your salary. You chose to vote me out. You made your bed, you lying in it. Make the money.

Jeremy: 46:04

Scott, I assume you're going to vote with Natalie on that.

Scott: 45:31

Yes.

Natalie: 45:32

Congratulations.

Scott: 45:33

All right.

Natalie: 45:43

Let's get this divorce over with it.

Scott: 46:14

I try.

Natalie: 46:15

Yeah, you did try. It doesn't matter to me. I don't have money for two months, if this happens. What am I going to do? I can't come and work in my company. Where else am I going to get 8 - $9,000? No, I can't.

Scott: 46:26

You have the invite, Natalie, come in and talk come and meet, come in an interview.

Natalie: 46:29

I did come in an interview. And you told me...

Scott: 46:31

Hold on. Let me speak.

Natalie: 46:32

I did come in. No, I came in and talk.

Scott: 46:34

Can I please let my [inaudible 46:35] speak.

Natalie: 46:36

Yeah, go.

Scott: 46:37

If you don't think... But if it's not going to be worthwhile, we can just end the meeting. That's okay. I'm all right with that. Can we just stop?

Natalie: 46:44

I did come in and talk and you said, what are you doing here, Natalie? And what are you going to be done? You need to leave. This is weird for everyone.

Scott: 46:53

Well, by the way, Natalie, that was a perfect illustration of what I'm talking about. You gave nobody any context or heads up of anything.

Natalie: 47:00

I told you. I told you guys the week before in our board meeting that I was coming in.

Scott: 47:05

Okay, Natalie, I don't want to- I don't want to argue with you. Like, honestly...

Natalie: 47:09

Well, this is recorded. So, I want to make sure that the facts are clear. I did let you know a week before. I showed up, and I was told to leave.

Scott: 47:18

You were not told to leave.

Natalie: 47:19

No, I was asked when you're going to leave.

Scott: 47:22

Did you read the [inaudible 47:22] because I would hope that you did because clearly I did not tell you to leave? I just said, Natalie, there's a way to do this the right way. But yeah, you're here.

Natalie: 47:30

And you said, and when are you leaving? When are you leaving? Okay, it doesn't matter. The point is, I don't fit company culture. Scott fits company culture, which he doesn't. He told me two weeks ago, he doesn't- he's not working. He doesn't fit company culture. But he's ingrained. You know what? You could have reinstated yourself with my vote two and a half years ago, you could reinstate yourself with Scotts vote. You chose the crappy partner that doesn't know how to work. So, now that's kind of what you're in bed with two.

Jeremy: 47:56

Okay, guys, [sysco 47:59] two guys, company is one.

Natalie: 48:00

And Scott's just thrilled and smirking, and you're welcome Scott. Show the fuck up, Scott. Show up. Do your work.

Jeremy: 48:12

Is the meeting adjourned? Anybody else have anything you want to say?

Natalie: 48:21

You're welcome.

Jeremy: 48:26

Okay.

Natalie: 48:28

Okay.