Aug 7, 2023 · 15m · top-founders
Deal! How She Spun SaaS out of $5.5m Agency
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In this episode of Conversations with Nathan Latka, entrepreneur Ray Hames breaks down how she spun out Tamara.co, a private talent management SaaS platform, from her $5.5 million agency WorkSandy. She shares actionable insights on cap table restructuring, IP transfers, software development investments, and go-to-market strategies targeting the growing in-housing trend.
How this conversation actually went
Every chapter scored 0–10 on four independent dynamics. Hover any point for the reasoning behind the score. Nathan holds 32.6% of the talking time here. How this is scored →
speaking balance: gold is Nathan, purple is the guest (3 minute bins)
Ray pushes back on the framing of development spend as a pure expense, clarifying that the agency generated subscription revenue from the tool while building it.
Hardest push from Nathan ▶ 8:21 Nathan presses on majority ownership and team poachingNathan directly challenges the equity breakdown, asking if she owns over 60% and whether negotiating away top talent caused partner friction.
Biggest teaching moment ▶ 12:45 Ray breaks down 3x agency markupsRay educates Nathan and the audience on typical agency margins and hourly markups to explain how Tamara's ROI calculator demonstrates clear cost savings to mid-market brands.
Nathan holds their own ▶ 6:27 Nathan deduces freelancer leverage from LinkedIn dataNathan uses real-time research of WorkSandy's headcount to prove how effectively the agency leveraged freelancer operations to drive $5.5M in top line.
the scores for every segment, with the reasoning behind each
| Chapter | Topic | Nathan as informed peer | Guest teaching | Guest disagreement | Nathan pushing back | Why |
|---|---|---|---|---|---|---|
| Episode Preview: From Agency to SaaS Spinout | 6 | 3 | 1 | 1 | Nathan opens with a strong market thesis predicting a multi-billion dollar freelance management company. Ray validates the thesis while elaborating on the operational complexity of managing full freelance teams rather than single gig workers. | |
| Tamara Product Walkthrough and Talent Management UI | 7 | 3 | 1 | 3 | Nathan demonstrates sharp industry analysis by checking WorkSandy's LinkedIn profile live, noting that doing $5.5M revenue with only 18 full-time staff implies massive freelance margins. Ray details how Tamara evolved to replace messy spreadsheet workflows. | |
| Negotiating Equity and Cap Table Distribution | 6 | 4 | 1 | 4 | Nathan presses into the messy mechanics of spinning out software from an agency, asking specifically about cap table distribution and whether talent was poached. Ray transparently explains the equity swap structure and why she avoided another 50/50 partnership. | |
| IP Transfer, Dev Costs, and Spin-Out Finalization | 5 | 5 | 1 | 3 | Nathan pins down the exact development cost invested by the agency prior to the spin-out. Ray educates on agency economics, explaining how 50% to 3x markups justify their upcoming ROI calculator and lead generation strategy. | |
| The Famous Five Rapid-Fire Questions | 2 | 1 | 0 | 1 | Nathan runs through his standard Famous Five rapid-fire format. Ray provides friendly, direct answers regarding her tools, habits, and advice to her younger self. |