To Sell or Not Sell? What Makes and Breaks an Agency Sale with Jonathan Baker | Ep #727

Smart Agency Masterclass with Jason Swenk: Podcast for Digital Marketing Agencies

Do you want to sell your agency someday? Can you imagine a profitable sale and exit agency in the future? Do you feel an acquisition is the mark of business success? Selling your agency shows you’ve built a robust and profitable business, which is a noteworthy achievement. Today’s featured guest helps his clients get ready to find a perfect buyer and reach a deal that withstands the test of time. He’ll discuss why the common reasons to sell are not necessarily the best reasons as well as why undervaluing yourself could hurt your valuation. He also shares common deal killers and deal makers. He highlights the importance of considering personal fulfillment and financial objectives when deciding to sell an agency.

Jonathan Baker is the co-owner of Punctuation, an all-in-one advisory practice that helps marketing firms position themselves with lead-generation plans. In particular, Jonathan helps small to medium-sized companies get ready to sell.

He discusses the process of selling marketing services firms and challenges the idea that selling is always the pinnacle of success, emphasizing that success should be what truly drives individuals.

In this episode, we’ll discuss:

• What does the $1 million mark communicate?

• Deal killers and deal makers.

• The true cost of undervaluing yourself.

• What if you don’t want to sell?

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Sponsors and Resources

E2M Solutions: Today's episode of the Smart Agency Masterclass is sponsored by E2M Solutions, a web design, and development agency that has provided white-label services for the past 10 years to agencies all over the world. Check out e2msolutions.com/smartagency and get 10% off for the first three months of service.

Why Do Most Agency Owners Choose to Sell Their Digital Agency?

Many people build agencies with the ultimate goal of selling them at some point. There’s an innate drive to sell and, to most people, selling seems like the pinnacle of success. However, selling is not always the right answer. According to Jonathan, success should be defined as whatever drives an individual.

Common reasons to sell an agency include lack of enjoyment, approaching retirement, financial goals, burnout, or desire for a career change. Overall, selling should not be the default option and it’s most advisable if you know exactly what you want to do after selling. However, if you just want to sell in order to have a ton of money or because you feel burnout, maybe it’s time to start looking into some key hires to take over the tasks that are most draining for you while also increasing profits.

In some cases, owners that are growing too much or too fast choose to sell. They may have started their business to do work they love and can continue to do so with a small team of employees However, when it comes to further scaling the agency and reaching maybe 100 employees, it seems impossible to manage.

Burnout and frustration are scenarios that could be solved without necessarily selling and still guaranteeing you’ll be able to continue to do the work you love while enjoying more free time. In the end, giving up too soon can prevent you from reaching your full potential and achieving greater success.

Why the $1 Million EBITDA Translates Into a Sellable Agency

How do you know when you’ve reached your full potential? When you build an agency with at least $1 million in EBITDA, you’re definitely doing something right and most likely just inches away from greater success. Most owners encounter many obstacles in this stage, but once you start focusing on the problems and the things you don’t have you start to give up.

The $1 million in EBITDA goal is a common measure for a sellable agency since it’ll open up the pool of buyers interested in your business. It also says something about the way you run your agency, which will create more competition among prospective buyers and, in turn, increase your multiples and price.

Ultimately, it’s a mark that will communicate that you’re not as integral to the business as when you’re running a 10-person firm.

Maximizing Your Agency's Value: Key Considerations Before Selling

It’s important to understand that your agency’s worth is not guaranteed as it is contingent on a variety of factors such as client concentration and employee retention.

The way a purchase deal is usually structured is you’ll get a percentage of the valuation paid upfront and the rest is earned based on hitting performance targets over the next few years. However, earnouts are also seen as a potential pitfall, as they can be designed in a way that makes it difficult for the seller to succeed. Usually, the higher the client concentration the lower you can expect to get upfront.

Selling your agency means losing control over it and your performance post-acquisition could be impacted by the new owners. Hence, it is crucial for sellers to carefully consider the terms of the deal and ensure they have a level of control until the earnout is paid in full.

As a seller, your primary focus should be on negotiating a deal where you’re happy with the money you get upfront, since it may be the only money you’ll see.

Agency Acquisition Deal Killers and Deal Makers

Even if you’re financially sound and get a good offer, several things could still be potential deal killers. From a seller’s perspective, culture plays a significant role in the success of a deal. The transition from being the boss to having a boss again can be a deal breaker if the cultural fit is not right. The earn-out period, where the seller continues to work for the buyer for a few years, can be challenging if the culture clash is too great. This can lead to the seller walking away from a potentially lucrative deal in favor of maintaining their autonomy.

Additionally, the buyer’s long-term plans for the agency can either make or break the deal. Even though they say all the right things at first, as negotiations progress their true intentions may become clear. Sellers need to be strategic and discerning in their interactions with potential buyers to ensure that their agency is in good hands.

On the other hand, from a buyer’s perspective, having clean books and transparent financial practices will be key in securing a successful deal. Buyers will scrutinize the financials of the agency to ensure that they are making a sound investment. Sellers need to be honest about their expenses and factor in any non-essential costs that may not transfer to the new owner. It’s a step that can help sellers increase their EBITDA and make their agency more attractive to potential buyers.

The True Cost of Undervaluing Your Agency

Agencies often overestimate their financial position, which is why it is essential to seek professional guidance rather than relying solely on QuickBooks. A financial expert can analyze your numbers and pinpoint areas for improvement. A lot of agency owners think their profit is higher than it really is because they’re not paying themselves enough. Once the buyer comes in and takes a look at the numbers, they’ll realize replacing the agency owner will cost much more than what they’re currently paying themselves.

How much should you be paying yourself? It’ll of course depend on a number of factors including the number of employees; however, if your agency has reached $1 million in EBITDA, that number should be above $200K. This will not only be important for the negotiations, but it will also be relevant if you sell with an earnout. If you sign up to be an employee for the next three years while a certain goal is reached, do you really want your salary to be $100K? It’s a lot easier to argue for a higher salary if you’ve been paying yourself a higher salary all along.

Navigating the Post-Sale Period with Agency Clients

Once a deal is reached how long should you wait before letting clients know you’re selling? It depends. Most of the time you want to wait at least six months before telling them. You don’t want them to jump ship and it’s better they get the news once they can see the service quality has not declined during that time and hopefully has even improved. However, if one of your clients accounts for 70% or more of the business then you’ll probably want them to be on board from the get-go.

It also depends on the way the buyer wants to handle the transaction. Are they trying to get the agency under a brand name immediately after purchase? Are they comfortable with not making drastic changes right out of the gate? In that case, waiting a couple of months could be the best course of action.

To safeguard your interests, include a clause in your contracts that allows for the transfer of clients with written notice. This way, you’ll minimize the need for client cooperation and won’t risk losing the deal.

What if You Don’t Want to Sell Your Agency?

Most agencies will never sell. If this is your case, then make the right moves to build a profitable agency that will give you the quality of life you want. A lot of the adjustments you’d have to make to attract buyers are the same things that make a good business, even if you’re not selling it.

If you built a profitable business, love the work, and delegate enough so you have the time to enjoy the fruits of your labor, then you’ve already created a fulfilling business and life.

Many business owners end up selling because they feel isolated and hope being part of a bigger firm will solve this problem. However, more often than not they end up creating more problems than they’re solving.

Instead of selling, try finding a competent number two employee you can trust. Having a strong second-in-command can make it easier to delegate tasks, make important decisions, and ultimately, grow your agency. It’s not easy but once you find the perfect fit growing the agency will go back to being a fun experience.

However, in case you really can’t find this person, maybe it’s time to question whether you’re managing and incentivizing people the right way.

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