Becoming the Brand, a Conversation with John Warrillow | Ep #678

Gary Vaynerchuk and Steve Jobs both became the face of their brand, but could this marketing strategy cost you when it’s time to sell your agency?  How can you avoid becoming the brand to build a ‘sellable’ agency? Today’s guest is an entrepreneur who has successfully started and sold four businesses. He discusses the value of personal brands in relation to company success and delves into the challenges faced by service companies in building assets compared to tech or SaaS startups. Tune in to learn about common mistakes made by agency owners when considering selling their businesses and the pitfalls of an obsession with scale.

John Warrillow is the founder and CEO of The Value Builder System, a sales and marketing software for business advisors to find, win and keep their best clients. In addition to having started and exited four companies, John is the best-selling author, Built to Sell: Creating a Business That Can Thrive Without You.

In this episode, we discuss:

• How to add value to your agency.

• Build a ‘sellable’ agency.

• Equity rolls vs. earn-outs.

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Sponsors and Resources

Copper: This episode of Smart Agency Masterclass is sponsored by Copper, a CRM solution built specifically for agencies that use Google Workspace. Its CRM integration works seamlessly with Gmail, Google Calendar, and Drive, so you never have to switch tabs to add leads, track email conversations, find files, or manage tasks in your marketing or sales process. Head over to Copper.com/agencies to get a free trial just for Jason’s listeners!

How Businesses Fall into the Revenue Pitfall

Agency owners and service-based businesses often fall into the trap of overvaluing their companies when considering selling them. This common mistake is rooted in their relentless pursuit of growth and expansion. As a public, we tend to idolize big companies as opposed to good companies. This can turn into an obsession that leads agency owners to focus solely on increasing revenue, rather than building systems and processes that can make the business less dependent on the owners and founders.

This fixation on growth typically results in rainmakers focusing predominantly on their sales expertise, which, while driving business growth, also increases dependence on the founders. Paradoxically, this dependence diminishes the overall value of the business. For John, the obsession with growth does agencies a great disservice by creating a culture of focusing solely on revenue.

Consequently, businesses become so intertwined with the owner's presence that they essentially create a job for themselves rather than an asset that can thrive independently. This realization can be a bitter pill to swallow for many agency owners, especially when they recognize that their ego often drives these attitudes. By subscribing to the notion portrayed in "Mad Men" that their primary role is that of the charismatic pitchperson, they inadvertently create successful jobs rather than valuable assets.

An Easy Method to Add Value to Your Agency

So how can you avoid the revenue pitfall? John recommends agency owners take their CEO hat off from time to time and replace it with that of the parent of the business. In this sense, rather than micromanaging employees to hit revenue goals, empower them to take ownership of their work. They will feel greater pride and engagement, enabling the agency to thrive with or without you.

By prioritizing long-term sustainability you can increase your agency’s value and make it more attractive to potential buyers. It's not just about winning big clients or receiving accolades, but about creating a valuable asset that can stand the test of time.

John also introduces the concept of assessing agency services according to how "teachable, valuable, repeatable" (TVR) they are to make strategic business decisions based on this. The TVR framework encourages agency owners to assess each service based on how teachable it is to their team, how valuable it is in terms of differentiation from competitors, and how repeatable it is in terms of recurring revenue.

According to John, aency owners should focus on services that score high on all three criteria, as these are the services that will ultimately lead to a more sustainable and scalable business. This is not necessarily easy. Getting rid of some low-scoring services may mean walking away from 90% of your revenue. If this is your case, you can jettison the lowest-scoring services at least once a year.

Striking the Right Balance as an Agency CEO

Building a business that can run without you and that you can eventually sell will also require you to make the transition from agency owner to CEO. This means assuming different roles like setting the vision for the agency, being the face of the organization, understanding the financials, and coaching and mentoring the leadership team.

Personally, John disagrees with Peter Drucker’s notion that the two key functions that a CEO should focus on are product development and sales/marketing. In the context of an agency, the CEO should prioritize activities that drive revenue and attract new clients. “If you’re doing those two functions, your business is worthless without you” he argues.

CEOs who are too public-facing and personally branded may undermine the value of their agency when it comes time to sell. This is because potential buyers may view a highly visible CEO as a risk factor, leading to a larger portion of the deal being tied to an earn-out agreement. Therefore, CEOS need to strike a balance between being the face of the organization and focusing on the core functions of sales and marketing.

How to Avoid Becoming the Brand: Tips for Becoming a “Sellable” Agency

Would VaynerMedia continue to thrive without Gary Vaynerchuk? Just like Apple continued to grow without Steve Jobs, the most important element of that business is Gary’s framework and methodology. What people like Steve and Gary did very well in each case is that the brand supersedes the individual.

In Gary’s case, many people might not realize who he is as a creator or tie VaynerMedia to him. In any case, building a powerful brand that can grow even in your absence is all about branding processes and not just people. Of course, a strong personal brand can be beneficial but it is also essential to establish the processes that drive the business. By doing so, agencies can create value beyond the individual personalities of their founders or leaders.

For agency owners who include their name in the agency name, John suggests branding the processes; for instance, “3 things we do before onboarding a new client”. Codify and brand these processes to create a more valuable and attractive asset for potential buyers. This way, agencies can demonstrate a level of consistency and professionalism that goes beyond any individual's involvement in the business.

By establishing and branding the processes that drive the business, agencies can create value that is sustainable and transferable, ultimately leading to long-term growth and success. It’s something you can do in stages and could take 2 or 3 years complete. It’s an important element of reducing dependency on individual personalities and create a more valuable and attractive asset for potential buyers.

Equity Rolls vs. Earnouts: One of these will cost you MILLIONS

The classic way an agency is sold is you get approached by the buyer who says they’re willing to pay X multiple for it. However, once you take a closer look at that price, it’s really 40% upfront, with the other 60% tied to an elaborate earn-out component where you become an employee of another agency.

Alternatively, John highlights how private equity companies are increasingly doing "roll-ups" to consolidate agencies, especially in ad tech and tech-enabled services. In an equity roll deal, the seller gets some cash upfront but rolls the remaining amount into an equity stake in the entity owning the agency. This provides pros and cons compared to an earn-out model and gives owners more control over the transition.

Equity rolls like majority recapitalizations allow owners to sell just a portion of their shares to receive some liquidity. This payout offers financial stability to pay off debts or invest elsewhere while still having skin in the game to take risks growing the agency. However, selling a majority stake means giving up decision-making control. Owners must be comfortable with a new role and adapt to having outside stakeholders that may bring conflicting interests, especially regarding earn-outs or integrating services across divisions.

For its part, an earn-out means you’ll lose control of the agency, so be aware of the potential pitfalls of this structure. Instead, Jason suggests a different approach where the seller prioritizes receiving cash upfront and maintains control over the company until the earn-out or period of time is completed. This gives the seller more agency in the sale process and reduces the risk of losing control over their business.

All in all, as a seller, be aware of what the acquirer is trying to do, their motivations, and how that aligns with what you want to determine whether or not an earn-out makes sense for you.

Prepare Yourself Against the Potential Pitfalls of Acquisitions

There are potential pitfalls in agency acquisitions and it’s important to be cautious when considering selling or merging with another agency. Typically, as a seller, you have to be aware of the fact that you’re becoming a minority shareholder and giving up entrepreneurship for a job. Just be vigilant and protect your interests.

Do your due diligence when considering an acquisition and thoroughly evaluate the potential buyer and ensure that the terms of the deal are fair and beneficial to the agency. Furthermore, be wary of offers that may seem enticing on the surface but could ultimately result in a loss of control or value for the agency.

The most important way you can protect yourself is to understand the true value of your agency before entering into any acquisition agreements. Don’t allow yourself to be swayed by promises of high valuations or potential growth opportunities without thoroughly evaluating the risks and potential drawbacks of the deal and ensure that all parties involved in the acquisition are aligned in terms of goals, vision, and values to avoid potential conflicts down the line.

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