How To Prepare For a Smooth and Successful Agency Acquisition

After the life of digital nomad led to the failure of his first company, Dean Dutro started Worth eCommerce. Since then, found the Digital Agency Elite mastermind, learned the importance of having a mission and values, and grew an amazingly successful agency that helps eCommerce stores drive new and repeat sales with email & SMS marketing.  He recently sold that company and today he’s here to talk about how his early failure led to having a strong belief in the agency’s values and mission, the process of getting ready for an opportunity to sell your agency, and what he advises everyone to do in order to enjoy a successful agency acquisition.

3 Golden Nuggets

1. It can be lonely at the top. One of the things mastermind members learn is the importance of having a mission and values, in order to surround yourself with people that you want to work with. This a foundational step to elevating your business. You can succeed with a self-centered business, but it can get lonely at the top. It’s better if you’re thinking about elevating your team and having an end goal with your mission.
2. Prepare yourself for acquisition. The end goal for every agency owner should be to exit at some point. If you’re thinking about selling your agency, Dean shares some key parts of the process, including how he discovered some accounting and business terms that were key to the process and he had never even heard of before. He mentions that the two most important pieces that buyers look for is EBITDA and the age of the company.
3. Get a Broker. With so many things to consider and prepare before even being ready for buyers, Dean recommends a broker. It may seem expensive, but they will get better deals and find good fits. A good, broker, lawyer, and accountant working as a team will get you through this process successfully.

Sponsors and Resources

HighLevel: Today's episode is sponsored by HighLevel, an all-in-one marketing platform that will give you the tools, support and resources you need to succeed with your agency. Head over to gohighlevel.com/swenk to enjoy an exclusive 30-day free trial.

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How to Prepare for the Opportunity to Sell and Enjoy a Successful Agency Acquisition

Jason: [00:00:00] Hey, what's up agency owners? I'm excited to have another great episode. I have a good buddy and a Mastermind member, Dean, who just recently sold his agency. And we're going to talk about the process of how to get there, how to get to a point where you have the opportunity to sell. And then also, what is the process like and what is life like after?

Uh, so let's go ahead and get into the episode.

Hey, Dean. Welcome back to the show.

Dean: [00:00:36] Hey, Jason. Thanks for having me.

Jason: [00:00:38] Yeah. Well, for the people that haven't checked out the first episode, uh, tell us who you are and what do you do?

Dean: [00:00:44] Yeah. Um, my name's Dean and I am the CEO of Worth eCommerce, which is an email marketing and SMS marketing agency for e-commerce companies.

Jason: [00:00:56] Awesome. And let's kind of jump into it because I was so excited for you. You know what… You know, I know we were chatting for a long time about the opportunity to sell and the process there. Let's talk about kind of getting to that point. What do you feel…? What's the level you are? What are were the things that you had to do in order to get you to the point where people wanted to buy you?

Dean: [00:01:22] Yeah, that's a great question. I think there's a lot that, that went into it. And a lot that's happened over time and, you know, kind of going all the way back to the start of my agency career. You know, the first agency that I started in and kind of co-founded with my current business partner, um, was a UX design agency.

And we had this idea that we were going to be like digital nomads travel worlds. Go to Thailand and Australia and Asia and all these places and make a lot of money and live on beaches and drink beer. Uh, and we did that for like a year, but then we ended up just essentially broke and in debt. And both of us ended up living at our parents, or in my case, my grandparents' house for about six months to a year, um, on and off afterwards, cause we just failed.

And at that point that's actually when I discovered you guys, the Jason Swenk masterclass. I ended up stopped, stopped doing business with Ryan who's my co-founder and went on my own path. And one of the things that you guys taught was you got to have a mission and values, right? To get people to join you in order to work with the people that you want to work with.

And that, to me, it was like the first foundational step. You know, before it was like very selfish and self-centered, and there was no sense of like community anywhere I went. So when I moved back to Oregon and kind of decided like, hey, I want to build something where I can have a team around me. I have a mission, there's people I want to impact.

And my mission was very personal. It came from, uh, you know, my family, like my parents and grandparents were both small business owners and entrepreneurs. Uh, my grandma had a kitchen design business and ended up selling it when she retired. And my mom had a, a vintage clothing business before Shopify, like when Etsy was blowing up. But that didn't go well for her in 2008 hit and, you know, kinda hit them hard.

But, so I kind of had this vision of, I wanted to do something where I could help small and medium-sized businesses grow. And I want to do that with a group of people that I loved hanging out with that I thought were superstars and wanted to do it locally at first. Um, and just kind of grew that over time

Uh, fast forward. That company is called Instant Email Copy, which is what it was called when I joined you. And Ryan approached me and he was doing e-commerce himself. He was actually building stores and I was doing email for e-commerce. He's like, hey, like, why don't we join forces and use our skills to like grow again?

And by that time, like our skills have leveled out where, when I first joined, he had all the digital experience and I, I was doing like enterprise sales. So we kind of felt like a power balance and we went and created Worth eCommerce. And we did like two weeks in my hometown of Bend, Oregon. Uh, where we just like, figure out, like, what are our values, like who we want to be?

What kind of people do we want to bring on? What type of people we want to work with? And setting that was like the first step for us, um, to, to continue to grow over these last few years. Two years actually.

Jason: [00:04:24] Yeah. Well, yeah. I mean, I love that. Uh, I love that story and I love that, you know, there's so many people that talk about being a digital nomad and doing agencies. And I'm like, Yeah, that's good to kind of start and I'm sure that was a lot of fun.

Dean: [00:04:41] Oh yeah.

Jason: [00:04:42] But it's like you said, it's just centered around you rather than like… When you start realizing, and I think what you guys realized was how can I elevate my team? Which will, right? Like you get to the top of the mountain, but it's kinda lonely at the very top. Like it's more, I actually had more significance of growing our team than actually growing the agency.

And you have to have a purpose, like you were saying behind that. A lot of times it takes people a while to figure that out. Um, because you're just like, well, what am I good at? Like, what do I like? What, what do I believe in? And how do I surround myself with those, those people? What were some of the other things, now that you had a purpose and you were building the right team, um, you know, that you felt that you had to do in order to get to the point where you had the opportunity to sell it?

Dean: [00:05:36] Yeah. So I think it was really important, and one of the things I figured out was that at least in my space, in e-commerce, you know, I started working in a vertical niche, both from a service perspective, a client perspective, and software perspective. And it's a little bit of a risk from the software side, but basically I chose a software company that I loved working with. Who had great customer service, great customer experience.

They weren't the best at what they did at the time, but they had a similar vision of wanting to help similar types of customers and clients. That company is called Klaviyo and I joined them when they had like 400 customers. Um, now they have like 60,000. And so we got to really ride that wave, uh, and become experts in that specific skillset, that specific software, helping specific companies.

Uh, which led us to be able to charge a premium, uh, created better processes systems. We’re kind of like first, first, maybe not first to do email marketing, but like first to market using Klaviyo. And now we're, we're a platinum partner. We're on the advisory board. We're connecting with their leadership, learning about email, learning about SMS.

Like it's this very like positive relationship. They send us clients, they help us with marketing. And that itself has been a huge boost, uh, in terms of sales and revenue. Um, it all started with a simple system, like I built a basic system that worked. And over time it's, it's like, whenever I bring on new employees, I'll show them, hey, here's the first original document from Worth… for Instant Email Copy of like what we use to serve clients.

And then it's like, here's what it is now. And it's like, holy shit. Like it's crazy. How much it evolved.

Jason: [00:07:24] Pretty big difference.

Dean: [00:07:26] Pretty big difference. Yeah. Um, but what's really cool about it is as like, going back to building the team, is like most of the changes to the document weren’t done by me. They were done by people on the team who started to become better at what they do or, or more experienced in, and kind of committed to that.

Which is, which has been really cool to see.

Jason: [00:07:46] Yeah. Over the past couple of years in the mastermind, I've seen you really kind of transition from the owner to the CEO. Um, and you know, I talk a lot about that to all the agencies, right? Like, because ultimately the end goal of every agency is the exit in some way. Whether it be like you selling the agency or like, you know, other members that exit their current role, right? They exit to a chairman so they can go do other things. That kind of stuff.

Um, what, and it's sometimes difficult when people actually on your team start getting better than you. And you feel really done, right? Like, and the goal I tell everybody the goal is for you to be the dumbest person in the room, um, for your team.

Did, was that a challenge for you? Um, I'm not saying you're dumb obviously. But, uh, you, you, you sold for a lot of money, so obviously laugh, laugh on me if I'm calling you dumb. But I remember going through that going, oh my God, the agency doesn't need me anymore. Because everyone else is better, that the things I used to do. Did you struggle with that at all?

Dean: [00:08:58] Yeah, I think, I think initially, you know, like I had positioned myself as like the email marketing guy, right? Like people would come to work with me. People would come, clients would call me. Like everyone would, would want to work with me, right? And I got, it just wasn't, I even built like a course or like I was like advertising email marketing, and I was the main face.

And that was great. Um, but it didn't allow other people to flourish. And so when we, when I ended up merging what happened, and this is actually feedback I got from my team was like, Dean, we feel your presence too much. Like you're in here, like throwing curve balls to like a process we're trying to build.

And it's kind of messing things up cause we feel like we have to listen to you. And I remember like taking that feedback and being like, well, this is like, like, is this like what ideas better? You know, is it better to do it this way or the way they want to do it? And there's times where it's like, I have the experience. And I kind of like, as a business owner, like, you know, I don't know if that's going to work, um, because I've tried it before versus like, hey, I think you should just do it this way.

There's like a, like a, a difference there. Uh, like a, a fine line to kind of cross where you're giving advice versus like commanding. Um, and something you don't know about. Uh, and so I always tell people, and I even tell my leadership team, like, there's a point where you go from like, becoming the email marketing expert or the XYZ expert to, like you said, the CEO or to a leader and your responsibilities and roles change.

And that's something I learned from you and from the Mastermind group, different agencies and something I'm teaching to my leadership team as they're going from like copywriters or designers or, you know, admin, even to leadership role. It's like, hey, like your main job isn’t to always do email, like you gotta grow and help build the team, just like you've grown and built. And, um, totally different skillset.

Jason: [00:10:50] Oh yeah, definitely. And some people can't do it. Um, you know, it's a, so I applaud you for being able to do that. So let's talk about, now that we've kind of talked about getting there and, and that, uh… Let's talk about what was it like when people started coming to you, offering you money for the agency?

Dean: [00:11:10] Yeah, it was, um, it was interesting. Like it was a long process and my mindset on it was I just kind of want to know what the market's like, see what's out there. And see, like, what are people purchasing for? Like who is selling? Why are they styling? Like, I, I kinda wanted to soak that knowledge up. So we actually ended up working with a broker and, uh, I think you referred him, Todd Tasky, uh, over in DC.

And, you know, when I first connected with him, we were, we were still pretty small. You know, my main fear was, hey, like, are we too early to do this? And he was like, no, like just like, get to know people, get to know what's going on. And you know, you'll kind of figure out what you want. Are you still there?

Jason: [00:11:57] Oh yeah. Yeah. I just put you on solo. I was featuring you.

Dean: [00:12:04] Featuring, ok. And, and so, you know, we started the process early and started connect with companies and, and usually it was like, hey, you guys are too young. You're less than two years old. Like, we don't feel comfortable with it. It was a lot of nos. Right. Um, but a lot of like, hey, come back to us in a year or two, because we see your growth curve. We see the potential.

E-commerce, you know, blew up during COVID. It's still blowing up. So a lot of people saw it, but we are just a little bit too early, right? But by being too early, we kind of learned, okay, what are they actually looking? Right? Because every company before they would do like a letter of intent or anything like that, they would send like a list of items they wanted to know about.

So over time I built up this list. And by that point we were ready and our EBITDA was high enough and people were more interested, uh, I had everything ready, right? And EBITDA is obviously one of the most important pieces. Um, the age of the company is important.

So that was a hurdle for us because we'd started worth in 2019. And we had to justify our experience, you know, before that was built. Um, and at that time, it was just a matter of like, okay, these guys are growing. It's very clear.

And my, my worry was still, hey, we're a little too early. Like if we wait six months, maybe we'll get a lot more. So that became kind of a part of the negotiation piece was just like, just look at the growth curve and tendency of things and, you know, we'll get to a number that makes sense.

Um, so I feel like I'm missing your original question.

Jason: [00:13:30] No, th that was perfect. Um, what were, what were some of the important things that people were asking for outside of EBITDA?

Dean: [00:13:39] Yeah, they, they wanted to know like our forecast and budget and model and like what that looked like.

Um, they wanted to know our, uh, like our leadership team. It's like, who's in place and who's at the helm. And like, what's their experience. That was super important. Um, they wanted to know our plans if we were going to expand in any other market sets or stay niche. Uh, so that was an interesting one.

And we started doing SMS marketing, which helped with a lot of things. Um, and they wanted to know like, was our shipping order. Like, did we have valid contracts? A big piece we learned about was like, if you have contracts with customers, are they transferable or not? Right? Because if they're not, that kind of changes the entire setup of the deal structure and takes a ton of time.

So we get to like a hundred customers or partners or clients, and it's, non-transferable like you're in for a lot of extra work. It kind of things like that. Like our employment agreements, they want to kind of look at some of those things. But the biggest one that they always focused on was EBITDA and age of the company.

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Yeah. No, it's, those are all real important. And especially, you know, like I always tell you in the mastermind members. When you signed clients and in your agreement, make sure they are transferable. Um, or because a lot of times when agencies are bought, most people don't know this is it's an asset purchase.

So they're buying your contracts. And if you, you know, I've seen some master my members in the past where they've actually had to go back to their key clients and go, hey, and they have to share their hands saying, hey, I'm about to be bought. I need you to sign this. So it allows you to transfer the agreement over to the new agency.

And then if the new, if you, if the client doesn't sign it, the deal may not be done. Like it's literally so many loops. Which if you could just throw that in the agreement saying, hey, I can transfer this clause just with written notice to you.

Dean: [00:16:52] Yeah. And to be honest, I think we just got lucky. Like we just happened to have that in the beginning and we didn't have to worry about it.

I don't think I would have ever thought about that before.

Jason: [00:17:03] No, no one does. No one does until someone tells you, so it's crazy. Well, let's talk about, um, let's say after you get the letter of intent. What was that like? What did you go through and how long was that process?

Dean: [00:17:20] Um, man. So get just getting the letter of intent was pretty, pretty tough. From like… another thing they wanted to know is like your market position and what are sort of the areas where you feel you're weak? Because they really want to know where they can add value, right? So they want to know, like they don't want to find something that's broken.

They want to find something that's working, that they could put fuel on and create a bigger fire, right? That's kind of the mentality. So they would ask these questions where I felt very exposed. And like very naked in the business. Like I, like, I don't know these things or, you know, we don't really do that much marketing. It's more outbound sales.

And so they're like, oh, we're a marketing agency. We can help there. So they're really like, they're not picking you apart, but they're trying to like identify, is this a worthwhile time investment? Because once you get the, the LOI, something comes in called schedules and it's like, it's hell.

Uh, for us, they were ready to close quick. They were ready to make a deal. So it took about 45 days or 50 days, actually. Usually take, can take anywhere from three to six months. But what schedules are is this document you get from lawyers, that's like 50 questions, right?

But it's not just 50 questions. It's like, give me every single contract you've ever signed with every client, right? And pull it up and list any that are missing. Um, give me every single employment agreement you've signed with every client, with every employee you've ever had. Give me every single complaint any employees ever made against you.

Give me any single complaint any former client has made against you. All your, your liabilities and insurance documents. Give me your financials, you know, for the last five years and all of your tax returns. Um, it's just like... It's hell.

And then they want to know your, your projected forecast, right? For the next year. So you have to build a budgeting model, which I'd never done before. Um, and I ended up hiring a CFO. Who was referred by someone in the mastermind, Matt food truck, who had built out this budgeting model.

But then every, every week they'd want an update. It's like, oh, where'd you hit this week? And you're like, Jesus, like, I don't do this till the end of the month. You want to know every single like hour? And then the lawyers get involved, right? And they're battling stuff back and forth and like, is it an asset sale or a stock sale? Where do you want to be incorporated? Are you registered in every state that you hire correctly? Which we weren't.

Um, so we had to like go back and do all this stuff. And negotiating, you know, price points. Um, you know, the LOI they give you what the, what they want the offer to be. So a lot of the cash sort of conversations happen, pre LOI. Then they give you the LOI.

And then all the legal negotiations, which I had no idea what most of it meant, right? Like what is an asset sale? I had no idea. Um, how are you going to set it up so you can get taxed, you know, like a crazy amount? Uh, and they have to battle that back and forth. So it was, it was hell it was like a second job. Um, to be honest, it really took my eye off the ball of growing the agency, um, in retrospect.

Because most of my day was focused on gathering this information. Like living a double life of like, I'm not ready to tell employees I'm not ready to tell clients. I'm stressed out of my mind and no one knows why. Uh, you know, and, uh, keeping it under wraps was, was kind of strange. But, uh, yeah, it was like, you gotta be prepared to basically work another 20 hours a week, just gathering information.

Um, and then phone calls after phone calls with your broker and your lawyer. And, uh, being ready to invest in a lawyer who's good. Who can...

Jason: [00:21:00] Yeah, you mentioned two really big things. One, don't tell anybody, right? Like, if it gets out, people jump ship. People don't like change. They’ll like change after they kind of witnessed it.

And a lot of times when you're looking for the right person to buy you as you're evaluating, you got to make sure the culture fits there. And is it right for the team as well, right? Cause you know, they're the ones that got you here. You wouldn't be here without them.

Um, the other thing is, is you mentioned is you kind of took your eye off the ball. So a lot of times what I've found is, I mean, this happened to Justin, one of our members. He took his eye off the ball, he was going through an acquisition. Uh, they pulled out the last minute and almost went under.

Because they were like, oh, I'm going to get all these millions of dollars. I don't have to do anything. It'll be your problem in six months, who gives a shit? Right? Because everything we do is a li you know, a lag of a quarter or six months out. And then the deal doesn't go through. Or, and I think too, I think when agencies go and buy other agencies, I think they do this on purpose to be like, then they can change the deal at the last minute.

And be like, I gotcha.

Dean: [00:22:22] Yeah. That was my big concern and cause right... So the deal was supposed to close on a Friday. Didn't close. There's some legal issue that the lawyers were battling about and everyone was getting deal fatigue, like on both sides. Everyone was like, fuck, I'm tired. Excuse my language.

Like, sorry, I'm tired of talking about this deal. It's been, you know, 45 days of this every day. Um, and so I always felt like at any point the deal would be done and I just wasted, you know, 45 days. At the same time, I felt like I got a masters of business, you know, in 45 days. Because, like the private equity guys…

And I think what was really nice about this deal is like the, just like you said, the culture fit was huge. Like we just got along so well that even with the deal fatigue and the stress and like the money at stake. Like we can get off, like we could have a private conversation with no lawyers, no one else present and it was like, like we were in this together.

That was a super important to me. And, uh, those guys are, are, are awesome, but they taught me all these things about accounting. For example, a lot of larger companies, they use gap accounting, uh, which I never even heard that term ever in any sort of business article I've ever read.

And, uh, and none of my bookkeepers ever told me about gap accounting. And it's a pain in the ass, like it sucks to do, and it takes a lot of time, but it's really important to see like, you know, an accrual method versus a cash method and how that affects the deal, especially when you sell.

Um, cause there's things called. Uh, deferral. Revenue deferral, right? It's like, if you get paid up front, this is another huge learning lesson for me, which is like, so hard to get around. If you get paid up front for work, in gap accounting that's not counted as revenue until you do the work, right?

So all of a sudden, you think you have all this cash in your bank, you go to sell. They're actually like, no, you actually are less. Uh, and you're like, what the hell? Like, I don't understand this at all. Uh, so the lawyers and the broker had to in the PE guys had to walk me through. Like, I'm not actually being screwed, it just feels like it. Um,

Jason: [00:24:28] Yeah, and usually, and that's a good point. I'm glad you brought that up because that happened to us as well.

Um, because I mean, hell I always tell the story on the podcast of one client that, you know, we, we changed our payment terms. And one client came to us eight years later. But we… and we're like, hey, I'm ready. But they paid up front, right? Like, you know, so, you know, we all think of agencies getting paid upfront is awesome. And it is, and you should continue to do that, um, as much as you possibly can.

But when you do go to sell, there is going to be a reckoning and you're going to be like, whoa. And that, and usually they do that right at the end. They know it's coming. The bastards know it's coming and they do it at the end and go, oh no.

And then you're like, fuck it.

Awesome. Um, well, Dean, man, I'm so happy and proud to see how, how have you've grown over the, the past couple of years. Is there anything I didn't ask you that you think would benefit the audience? If they're thinking about doing something like you've done.

Dean: [00:25:42] Yeah, I would say, definitely get a broker. You know, it feels expensive, but they get better deals and they find good fits. You know, and, and Todd, to his credit, like we probably spoke with 10 or 15 companies and most of them were not the right fit.

And, you know, he told me early on that, like, we're gonna, we're going to talk to a lot of people. It's gonna be a lot of time and you get a lot of like deal ideas. And then all of a sudden you'll be presented with the deal and your gut will tell you if it's right or not.

And that's kind of exactly what happened was, you know, there, there are always companies I was like, this is not the right fit. I don’t like these guys. There's something off for they're too huge and I don't want to be like just a cog. And with this one, it was like, met them, got the offer, felt good, felt good to my partner and we went with it.

Um, to get a broker and get a good lawyer and a good accountant. Hopefully they're all a team together. And they've worked together. Uh, I couldn't imagine doing it without, you know, acquisitions experience.

Jason: [00:26:40] Yeah, I know having a good broker is key and all the other assets as well. And if you guys want to know more about Todd, just hit me up and I'll do an introduction for you guys.

Uh, well, Dean, I'm so happy for you, man. Um, and this has all been great. And for everyone listening, if you guys want to be in a point where you can scale your agency to a point where you have the opportunity to exit. And have a number of different agency owners, including me, you know, helping you get to there and, and advising you to get to the next level.

Hopefully, that next level is to sell for the number that you actually want. I'd love to invite all of you to go apply for the Digital Agency Elite.

Go to digitalagencyelite.com. This is the mastermind that as Dean has been in for the past couple of years and is still in, make sure you go do that now.

And until next time, have a Swenk day.