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Howdy. Welcome back to another fun filled episode of the Unknown Secrets of Internet Marketing. I am your host, Matt Bertram. Today I have a special guest for you. Before we get into it, we're going to be talking about M and A. And so there's a lot of people that transactional entrepreneurship. A lot of people have businesses they're maybe passing down their kids. You might be listening. You're taking over a business and you're trying to go through some digital transformation with that business to generate leads online. This is the podcast for you. In addition to lead gen, though, there are a lot of other things to consider with the business. And also if you're looking to potentially exit a business, there's things to consider. So you should be able to turn your business into more of a tech technical company or online company or SAS company. You can increase your multiples that way, especially for service based businesses. There's a lot of ideas around doing that. But getting, getting some ideas for succession planning I think critically important. I am going to build a series. I have a lot of people that I've interviewed over time that have talked a lot about M and A and buying and selling businesses. So I'm going to put together a list for you on YouTube. We're going to be doing a lot more shorts and you'll probably see us around other places. But thank you so much for everyone listening on iTunes. 12 years strong again, if you do find any value in this, please share it like it, subscribe to it. It really helps the channel. And without further ado, let me introduce Jonathan Baker from punctuation.com punctuation.com Jonathan, thanks so much for being here. I don't know, I can't talk today. We're talking about punctuation. I can't speak.
B
So yeah, great to be here. Thanks for having me.
A
Awesome. So you know, you help companies with positioning, lead gen, benchmarking, valuation succession planning really heavily on the A and MNA side. Sorry, today, I just don't know. I'll let you kind of take it from there as far as like a little bit of your backstory and then we can just jump into how buyers determine the value of a firm to just kind of set the stage for everybody of the conversation.
B
Sure. So I started my career working in marketing strategy, working for a lot of CPG brands, Fortune 500, and then left that to start a craft brewery in Atlanta. Ran that for 11 years. Still have my ownership, but I have two business partners running the day to day. It got a little too big for Me to be having fun. So. And we had also recently gone through a, an M and A experience. We had a seller approach us, got pretty far down the line, ended up getting left at the altar. And that, that experience really piqued my interest in M and A. So I saw an opportunity to jump over to help my father build out his business punctuation. He's been working with marketing strategy or marketing service firms for 25 plus years, helping them grow. Those clients are, you know, now asking like, hey, can you help sell the business? What am I worth? And so we work exclusively with small to mid sized marketing service firms and then I work on the M and A side helping them find buyers or helping buyers find sellers, doing valuations, helping generally with succession planning, usually with kind of smaller marketing shops.
A
Yeah. My wife's family business needs those exact services. Yeah. And I think a lot of other people do as well. So. Yeah. So let's, let's talk about it. Like, you know, a lot of people are growing their business. They're, they're really attached to it. Right. They're like, this is my business. I, I poured out my heart and soul in this business. And, and a lot of times what they're looking at, at the value of their company is a lot different than what maybe a potential buyer is looking at. Right. And, and you know, it's their baby, don't call their baby ugly sort of thing. Maybe that's like a good analogy. But like to approach it from a very analytical standpoint. What are buyers looking at when they're looking to buy a business or someone's looking to exit? What are, what are the things you should be considering?
B
Yeah, I mean first and foremost, unfortunately maybe is profit. So profitability is really number one. And even if they're not buying you exclusively for profit, they're going to be negotiating with you based on your profit. So profitability. But close second would be your positioning, how strongly you are focused on a particular niche or industry or you know, even a horizontal positioning. When you think about the size of companies that are buying firms like this, it tends to be, you know, other larger full service firms. And so they are trying to buy.
A
A book of business. Right.
B
Well, or they're either trying to buy profit, they're trying to buy capabilities, they might be trying to buy people. Yeah. But they're buying something that would be harder for them to replicate. And so the more, the deeper you can go in your own positioning, the easier it is for you to sell. It also gives you pricing power, which is great. Beyond that, they're looking for something that is not heavily dependent on the founder. Obviously it's fine if you're involved, it's great if you're involved. But they don't want, you know, all the client relationships connected to you. They want to make sure there's a strong business development process in place. And I think one of the last big important things would be your client portfolio and making sure that it's balanced, that you don't have one kind of guerrilla client. So client concentration.
A
Yeah, and I've seen that, I've seen that a lot. We saw it in our business early on as we were growing into the enterprise category. That first client in the beginning was 42% of our revenue early on. And so it was very risky. And I actually just had a buddy of mine that we used to work together at about an 800 person agency. He was running a vision and they lost a big client and had to lay off like close to a hundred people. And so, you know, it happens and it happens in this industry a lot. And so, you know, not just talking about marketing firms, but all small businesses run that risk too of that big client. And also, you know, how people are running their books as far as like profitability goes, definitely for small businesses is an issue. I think the brand positioning and the market leadership in that book of business in that category is really like a unique selling proposition when someone's buying because there's only so many people that have that kind of specialty. And I think that market leadership component, maybe with certain kind of processes or something like that, where it's replicatable without you. I, I agree is kind of that, that phase where, you know, is, is it a solo entrepreneurship kind of role or is it like a truly a business? And, and I've seen with a lot of small businesses when you're, when you're selling whatever it is, the owner's book of business has to be transferred to other, you know, other account managers, other leadership, and those roles have to be maintained. There's kind of like a, a typical history or process for, for people to move from like one quadrant to another quadrant if you're a rich dad, poor dad kind of person. But you know, tell me a little bit about what you learned about the ins and outs of the M and A process. And you know, you talked a little bit about that emotional toll. I think a lot of people don't understand when your business is being scrutinized how that like affects you. Like certainly I think people that run campaigns and politics and we've done some of that kind of stuff in the past. And I mean everybody's looking at you, everybody's evaluating you, everybody's looking in every nook and cranny of your business and, and that's hard for some people to process. I mean, I don't know, what was your experience when that was happening and how did that maybe tug on you a little bit? You hinted at that at the beginning of our call.
B
Yeah, I think what I expected going in is that it was going to be more of an objective, straightforward process, right. Like where there's this spreadsheet and both parties agree on it and then like you give it to a lawyer and they, they make it words. But it's a lot more nuanced than that. It's, it's a lot more relationship driven. There's a lot of kind of political stuff going on. And so it's, you know, there are ups and downs. I think generally what I, you know, what I talk about will apply to any professional services business. Even though our experience is marketing firms. The, the process and the way that these deals are done is, is the same across professional services. You know, generally you're going to get a certain percentage of money up front and then you're going to need to stick around for two to three years, sometimes longer during an earn out to get the rest of that money. And so one of the big things that you need to watch out for throughout the process is am I going to be comfortable with, with this person or this business as my boss for a little while? Right. Because you know, two to three years, yeah, it's sure it's not that long, but at the same time, you haven't had a boss in years. Right. So is this going to be something you hate? Because if so, you're going to want to leave, which means you're leaving a ton of money on the table.
A
Right.
B
Because you only got a percentage up front.
A
Man. I. Interesting. I did sell a business in my 20s and it actually was more of like we started a bit. I was working at a company, I broke away and they funded me. And so we all had like percentage of equity. I grew really, really fast and they ended up wanting to buy me out. And, and so, you know, through that process, you know, we, we came to terms and I exited. And then they didn't realize how critical I was and I, they actually had to pay me to come back to finish closing out a few of the sales process deals. Right. And so, you know, and also I had signed Like a pretty extensive employee agreement and non compete and stuff like that. And there's a lot of things that. Well, in my 20s I didn't, I didn't really learn or consider or why this is important. But you know, those deal terms are incredibly important. I mean, you know, talk a little bit more about like, you know, things to look out for, things to like you talked about being aware that someone's going to be your boss and if you don't do what they say or you meet that requirement and if there's some politics involved. Right. And that's, that becomes very dynamic depending on if there's multiple partners or you know, someone buying you and selling or the integration, how all that works. And you know, sometimes if there are politics, they might be trying to make it difficult for you to complete your contract to get that, get, get that payout. Right. Like, I mean, not everybody is, you know, approaching this with, with the same goals in mind and the same business interactions and a lot of these interactions when people are exiting. I mean, what's the process look like? Because you know, I, I've heard different, different things. So can you talk a little bit more about kind of those deal terms and stuff like that?
B
Yeah, so I think a lot of people approach this from like a hard number perspective. So you know, I want to sell my business and I want to get $5 million for it. So $5 million is the deal I'm looking for. Well, let's say you find a deal and then they're going to give you 40% of that up front. And the other 60% is contingent on hitting certain targets and sticking around. So that means that you're actually only guaranteed $2 million. That other 3, that 5 million number has nothing to do with that 3 anymore. You have $2 million and then you have to think about what do I need to do to get that other three or more. And so it's really about like mitigating your risk and your downside. A lot of times your earnouts are going to be tied to hitting certain revenue targets, for example. So what happens if you don't hit that target? Exactly. Do you get nothing or can you step it down and maybe you get a little less? A little less. You don't want those targets to be so rigid that you're gonna just completely lose out. You also need to think about your employment agreement. So you're going to be working for them. That means that you now have a salary again. You now have, you know, bonus potential. Maybe how many hours are you Going to be required to work? Is travel going to be required? Like all this stuff that you, you would ask if you're interviewing for a job right now, you have to think about that stuff. Again, how strict is that? Non compete. And that does matter a lot depending on what you want to do with your life, post, earn out and what recourse do they have? Like can they just get rid of you and if so, you know, do you get severance or do you lose your opportunity to get that equity?
A
Well, you know, Jonathan, a buddy of mine that's a marketing agency really focused in the real estate space he ended up selling and he had a podcast that he had started and a, a publication that he had started at the same time. And while those terms weren't exclusive in the deal, when he exited, they told him that since he started it, when he was at, you know, when he built this agency as well, there was some kind of association with that and he had to like he got into a, a legal whatever about it, but ultimately he had to change the name of it.
B
Yeah.
A
And, and that was, you know, and you know, there was a whole contracts thing of this is a different service. But you can't, like there was a lot of things that, you know, I don't think he thought about when, when he thought it was going to be a clean, clean exit, it turned and he's like, hey, I got this other stuff going on. I'm going to let this thing go, I'm going to focus on this. And then it really put the brakes on all that and he had to start over and it was quite a painful process for him. Even though he thought this was like an excellent deal when he looked at it.
B
Right. Yeah. I mean you do need to make sure you have carve outs for all the right stuff. The, you wanna, you wanna like love working with the people that you're selling to, but you're still gonna wanna protect yourself on paper to the extent possible and just hope that you never have to look at that piece of paper again. Right. So you gotta make sure you're protected on paper. Even if you really trust these folks.
A
That's always what the paper's about. Right. Like no one looks at the paper until something goes sideways.
B
Yes.
A
Right. Like everybody like hopes that they're on the same page and they work it out. So I want to circle back to like brand positioning and benchmarking and maybe hear you talk a little bit because you work exclusively with marketing firms. I mean there's a lot of agencies and freelancers and kind of smaller agencies to bigger agencies that listen to this, that, I mean, I get calls consistently and I'm sure others are as well. You know, if that's something that someone's thinking about doing. How, how do you hone in a little bit more on what makes you unique and how, how are you looking at comps or benchmarking in that area? If you're general, right. Then, then it, then it's harder and there's. The comps are wider. Certainly riches are in the niches you want to niche down to what you're focused on. But I'm just curious, with the deals that you've done, where have you seen the best multiples as far as them differentiating themselves? And like, what were the, the KPIs or benchmarking that you were looking at when that evaluation came? Because if someone's thinking about this, I don't think people are like, oh, I'm going to sell and then tomorrow they sell. Right. Like, I think that there's like, there's a process and you can, you can kind of shape where you're going and take certain actions as you move in that direction.
B
Yeah, I think you're right and you alluded to this earlier on, but buyers are really looking for predictability of revenue. Future revenue. Like the past is great, but what's the future look like? And so to the extent that you can, you know, replicate or become something resembling a SaaS brand, where you've got repeatable monthly revenues, that's really going to help you and it's going to help your multiples. One of the other things that will help is focusing on, you know, highly desirable industries basically, where, where folks have disposable income to spend. So legal services, medical services, financial services, these are all like, focusing on those where, you know, they're not as concerned about writing you the big check as if, if you can get that work, that's a really good, good thing.
A
Oh yeah, Well, I, you can, you can definitely look at it and say, how, how well is that business doing? Right, and what size type companies are you working with? And I think the real crossover from what we've seen is is it the owner's money, right, that's writing the check, or is it the business's money that's writing the check? And, and those two numbers, even if they're the same amount, are managed and, and viewed very, very differently. And, and so, you know, I think that there is a case on the enterprise side, but, you know, if you can build a sustainable model or a SaaS model where you can service in volume and scale. There, there's, there's huge opportunity there as well. Right. So it depends what you're selling and, and what you want to do on how to build maybe that, that next layer. There's a great graphic that I'm sure you've, you've seen. I went to a digital marketers conference back in 2017 in New York and it was, it was just all about agency growth. And they haven't done one in a long time. But man, I was like, it was awesome because they had this chart and it showed where people get stuck from growing from a small agency to a large agency and what are the possible things that they're looking at, like whether it be like productizing services, you know, the scalability on the sales process. Like, there's a lot of stuff that you have to solve when you're at an agency. And I've, I've actually done not, you know, business planning or anything like that, but a lot of people that have come to me for SEO coaching, it turns into agency coaching and agency problems and how to deal with this client and how to, you know, like, it kind of morphs pretty quickly into I'm dealing with this issue, how, how do you solve that? Or how do we sell on this new service? Or, you know, and, and I have two clients that, you know, have off and on been hiring me and, and I think it's just like an easy solve, but it becomes this kind of ongoing thing and I think that there's accountability component and we are launching@matthewbertram.com a coaching program. And I'm also for oil and gas where launching an EM CMO Insights course, and that's through my oil and gas marketing sales podcast. But I'm just seeing a need here where as an operator for a long time I, I didn't really understand how much of a need there is for consulting and coaching and people that are, are doing the work or trying to implement this because a lot of people have the right strategy or they've heard it work for somebody else and it just doesn't seem to work for them. Right. And it's like getting, getting that all kind of put together. I mean, when you're benchmarking, let's kind of get back to that. What are you looking at when you're looking at benchmarking and how are you assessing those comps?
B
Yeah, there's, I mean, obviously a number of different factors, but I'll say one of the most Powerful benchmarks is really simple and it's the amount of fee revenue per full time employee and we.
A
Definitely use that internally.
B
Yeah, yeah. And you know, we see agencies get stuck at around 160,000. Like that's the ceiling for a lot of firms. But if you, if you start running your firm the right way, positioning well, you can see that go up to 220,000 or even higher. We've seen it higher than that too. We look at utilization in a way that's a little bit different. So we're going to look at all employees, not just the billable employees. And if you've got some kind of internal hourly rate that you're using for estimating purposes, how good are you at turning all the hours worked in your firm into dollars at your stated hourly rate? Right. So we're going to again divide that into your fee income and your goal should be 60%. The average we've seen is 42%.
A
Okay.
B
So the delta between 60 and 42 is pure profit. That is just pure profit that you're leaving on the table likely by over servicing accounts or not estimating correctly. But once you see that gap, you got to work to close that gap. And it's, you know, it's a slow process but that goes straight to your bottom line.
A
Well, you know, one of the things, when I was doing some coaching with a big publicly traded consulting executive, he was educating me on not digital marketing perspective but just like knowledge workers like consulting across the board. And you know, he said that there's an erosion of at least typically 25% of scope creep when so like whatever you quote the deal at over time and the over servicing of accounts is standard across all industries and, and that a margin gets, can get eroded typically around that number. And so a lot of people, if they're pricing their services 20% or 30% or whatever over margin, many times they break even or they get upside down. Right. And I think that there's a lot of agencies out there and that's why I bring it up that, that are probably in that situation where they're like, you know, we're delivering good work, we're doing great things and we're taking care of our clients, but we're not making any money. Right. And it's because they're not pricing their services high enough or looking at like the value of what they're delivering as their expertise to, to, to get it to a place that internally there's profitable because the client just looks at, I'm paying this fee and I want all this done like for this price. And a lot of times one of the biggest issues that, that we dealt with was we took our hosting and separated our hosting into a separate, it's not a separate company yet, but it's under a different brand. The billing's different. You know, we need to separate the, well, the accounting gets ported in, but essentially that's a separate entity and, and issues that you have on the hosting side are different or webmaster services sides than your marketing bucket. And when we started to separate those out there, we saw a huge profitability increase on the marketing side and we saw a need for greater customer service on, on, on the, the hosting side per se as far as little changes. Right. And then we implement, implemented like a service hour where you can buy a service hour and we can make all those changes as needed. Or, or we have like a technical support plan that it's included, xyz, whatever, and, and just separating that out to understand what you're getting. And that helped for accounting purposes. Right. Everything's broken up into the buckets. That, that makes sense. You can, you can trace that line down. So there, there's a lot in, I guess the setup of how you're tracking stuff and if you're not tracking it or you don't have visibility to it, then it's hard to improve it. Right. What are what I want to keep fleshing this out. I think benchmarking and maybe how people are looking at their internal KPIs that they're tracking. Especially now that we're doing this towards the end of the year, people are looking at next year planning. What are some recommendations or things that they could do.
B
I mean, another interesting one I think is just the amount of money that you have in the bank and an asset. There's. Yeah, there's a, there's obviously a too little amount, but there's also a too much amount and understanding how that relates to your client concentration. So the higher your client concentration, the more money you need in the bank. Because if you do lose that big client, you're going to need enough money to be able to make smart decisions for, you know, three to four months in order to get back on your feet. Right. If you don't have that issue, then you can keep less money in the bank. And I would say anything above that. A lot of people like run their businesses very conservatively and they'll keep really healthy bank accounts, but in our experience that can actually lead to sloppy decision making. If you've got too much money in the bank, you know, you, you might not fire that person as quickly as you should, or you might just let things slide for a little longer than you should. So take that excess money, transfer it into your personal accounts. Even if you have to transfer it back at some point, like loan it back to the business, that's fine. But you need to run your business as if you are, as if you're running an actual business.
A
Well, let, let's talk about growth then. Let's talk about deploying that capital to increase your rate of growth. If you have a ton of money in the bank account scalability, I think is, is incredibly important of like, do you need to hire more people? What does your process look like? How are you going to put that money to work? Right. If it's just sitting there in the bank, it's kind of like a, you know, a reserve asset, but it's not, it's not, it's not helping you grow, you know, or, or you might be paying it out, I don't know. And, and what that mix looks like. But you know, how important is, is growth and like, what are some of the factors that you've seen involving that? If you could speak to that a little bit, that'd be great.
B
Yeah, you're gonna hate me for this. Growth is not important. Growth is a term in America that we overuse and strive for too much. I like to focus on you, your personality, what makes you happy, what do you enjoy doing at work and then build a company around that. For some it will be growth. Right?
A
Some folks, if we're talking SaaS, right. If you're talking sass, you're looking at like number of users and things like that. But no, that's interesting to hear that, you know, it's, I think it's about predictable cash flow. Right. I think it's the biggest thing of what you're, what you're buying. And, and how long have you had those clients, maybe, right? Like how, how consistent of a reoccurring revenue source are they maybe?
B
Well, yeah, I mean, it's, for me it's about like lifestyle. So yeah, maybe selling the business isn't the right move. Maybe you just run it and then shut it down because you don't want a boss again. You just wanted the freedom to make your own decisions. So it is a really personal choice. Growth is often the right move, but not always. Like, sometimes you might have someone who's just not a good people leader or just hates managing big teams. And so, you know, the bigger you are the more removed from the work you become and the more your time gets focused on managing people. And for some that can feel like you're, you're, you're trapped.
A
I, you know, we're getting into personal preferences. I would tell you, you know, if you don't like managing people, you should try to hire somebody that does or that's good at it. Right. And, and maybe, maybe hand that off. I mean one of the things that we do and I'm, I'm not looking personally to sell the agency, really the agency for me like was let me generate a lot of high quality individuals that can work together as a team to build things online. And it's more of a hub and spoke model. So we're starting to build businesses that are, that, that the marketing dollars flow back into the agency, that we control the, the different products that we launch, whether it be supplements, whether it be coaching, whether it be hosting. Like, we view the agency almost as like a team of people that you can access and you know, their capabilities to apply digital marketing to other businesses. Right. Like there might be an opportunity, we bring it in. It's, it's non traditional or it's, sorry, it's traditional. We digitize that business, we increase those multiples and then we can either, you know, know we help that the client do that or you know, we, we, we, you could sell that off. Like we haven't got to the point where we've, we've sold anything yet, but we're, we're seeding a lot of different businesses, giving them more of a Runway, giving them preferential kind of marketing with like back ends. And I, I do have some agreements where, where I have like a percentage of whatever, whether it be revenue or a percentage of ownership, which you know, you, you are, you don't want to have more than 9% in my opinion because then you gotta be on all the credit card statements and everything else. But also if you don't have more than 51%, you're just riding along with what's happening. Right. Like, so there's a lot of different things that you have to learn as you get into business and how to take digital and apply to that. I mean if someone is looking to sell and there's a lot of agencies, like I think that there's probably going to be a lot of agencies that want to sell as these big boys start, like from people I know, I know one person that sold to a big conglomerate and AI has not been instituted on a mass scale. Okay. And they're really taking their time to build the processes to roll it all out. I think as that AI Rolls out, the leverage of these big companies is going to grow tremendously, and it could squeeze out some smaller players. And so, you know, I mean, how are you viewing or what are the things to look at? And. And this could be a situational thing. It could be a regional thing, like. But I know that there's these big conglomerates out there that keep buying up agencies and kind of stacking the books of business. I mean, when do you sell and when do you keep building? I mean, how do you view that?
B
When do you sell and when do you keep building? If you are having fun building, building, I would say generally keep building. Sell when you are. When your goal is not to build anymore, but it's to hit a certain number, right? Or you've reached a certain age where you know that you're going to get burned out. So there's no. Or you think you might have, like, kind of capped out with where you are without significant investment. So you. You might reach, like, an inflection point where you're like, all right, we've grown it, you know, 50 people. But I know that if I want to grow this thing bigger, I'm gonna have to hire a whole other layer of middle management, which is gonna crush my margins. Let me sell now while I still have that nice upward trajectory on the P. L. And then growing it can be someone else's financial problem.
A
You know, I think that that's a good point. Like, when you hit. When you hit that number, like, do I need to do that, or are we okay? I mean, going back to kind of secession planning, like, I mean, there might be people internally that you can bring up to kind of take over the reigns. I mean, I. I think like, ESOP or, you know, something like that where you can sell. Sell it into the team. I. I think when the team has pride in. In what they're doing and what they're doing it with. You know, I. I have a. Another buddy that he had a great team, and that company got sold to a bigger company and that other company had new processes and came in, and a lot of the people went with it, but it lost its magic, you know, it lost its magic. And so, I mean, you know, I don't know how. There's so many different decisions to make, and I guess it depends on everyone's different kind of situation. And I know that that's what you're good at doing is helping coach and consult those agencies. Let Me ask you though, like, let's circle all the way back as kind of like a last question and talk about lead generation and what you've seen consistently. Companies do that win, right? Like, there's probably got to be like a company that, that you, you consult with, that sells. They figured out a couple different components, right? They figured out these components. They, you know, they're, they're probably selling in a certain kind of way. They look kind of similar, right? Like, you know what this animal looks like when you see it? Maybe. I'm curious, what, what does that look like to you first? And then secondly, what's like one secret of unknown secret of digital marketing for agencies that, that you've been able to see so many different successful businesses? What are they doing that other people might not be? Like, what's one unknown secret of Internet marketing?
B
Yeah. So let me start with the first question. A focus on inbound is really one of the big, you know, denominator, common denominators. We see outbound, you can flex up and down and that's fine, but you need, you need to focus on inbound in a really steady way in order to get the, that lead generation train moving and keep it moving. Like it's, it's kind of about inertia. And you don't need to focus on every kind of inbound. You need to focus on the stuff that's going to work for, for you, given who your customers are and what your personality is. So if you hate public speaking, maybe don't focus on speaking, right? If you love talking, maybe do focus on a podcast. If you love writing, you could focus on writing a book. There's, there's so many different kind of combinations of things and you don't have to do all of them, but pick two or three that work really well. And I would say try them all. See, you know, right? You're going to see what works, what doesn't. Get some quick information and then focus in on the, the two or three inbound strategies that are going to work for you and then layer on outbound as needed on top. And that can be, you know, a B testing like Google Ads. You know, we do, we do a lot of LinkedIn ads. We have played around with meta, but it's never worked for us. And like, it kind of intuitively makes sense. But like, you know, we don't have a social media presence. Everyone tells you to have one. We don't, and we don't need one. So don't feel like you have to go out and get an Instagram in terms of a, a secret, an unknown secret that we've seen work. Let me, let me focus on, I mean, I, I do think it comes back to not trying to do everything well and Internet marketing, digital marketing is like this huge beast of a thing, right? But think about who your target is and where and how they are consuming information and where they are finding their trusted sources and focus on that. Don't, don't just let everyone tell you that you have to be, you know, posting on LinkedIn daily and, and let that drive your strategy. Maybe it's, maybe it's not even online primarily. It could be like trade shows, right? But there are still ways to engage online using some of these other assets. So even, you know, you write a book, that's an offline thing, but there are a lot of ways to use that online to get more bang for buck.
A
You know, I love what you've said about just follow your passion, right? And you're going to attract the kind of customers that will respond to you, right? And that could be different on, on any different channel on how a lot of, interestingly enough, a lot of companies that are agencies when, when they hire us, so we actually have marketing companies come to us for marketing and people use all kinds of different contractors, but it's primarily focused on generating that inbound. And so a lot of the questions I'm asking is, well, how have you gotten to this position so far? And a lot of people are like networking and people know who I am and that sort of thing. And, and really I was always of the opinion when I, when I actually started at this agency, it was like, like, what's the, what's the magic sauce? Right? Like, how do, how do we drink our own Kool Aid if we're going to sell these services? They need to work for us, right? And so anytime we're developing a new process, we're always testing it out, we're trying it out, and once it works for us, we expand it to our clients and then after that we would productize it and, and, and sell it to anybody that would want to come in and do that. And, and that's been quite successful. And you know, the inbound, you can actually turn up and turn down as well by enhancing it with advertising, right?
B
Like absolutely.
A
Increase, increase those funnels. And that's really what I've seen the Google rule, I talked about this on the last podcast, 711 4. So they need to consume seven hours of your content, need to see it 11 times on four different channels. And it doesn't matter what that combination is or how you come up with that. That could be in person, that could be anything. That's what you need to do to attract your ideal customer. Where they are right? Where wherever you're trying to connect with those people and who's ever going to connect with you, you can build that. And, and, and I've seen that like a lot of our clients for a long time were you know people that are taking over their parents business that their parents business would was run like it was started however many years ago. And I think the same thing is for agencies, right? Depending on when the agency starts if they don't continue to reinvent their self to stay on the cutting edge, they don't, they're doing things like they learned how to do it. That worked for a while and then what I'm seeing is a huge degradation and some of those old strategies don't work as well anymore and you gotta continue to adapt and change. And so there's a lot of different factors to consider. It's funny, you're looking at businesses for a long time. My first business was a recruitment company right. So I was looking at individuals and I was assessing businesses and people and you start to see a lot of patterns and commonality with, with what works successfully. I, I think that this was extremely helpful for a lot of people out there that, that have a good sized book of business and are looking at like what to do next or considering it if they want to get in touch with you Jonathan to find out more information how best might they do that?
B
Just go to punctuation.com youm can sign up for our newsletter. We put out Insights Weekly. We have a podcast you can subscribe to there as well and you can just contact us as you need us.
A
And is that not like one of the best domains? If you're listening to this punctuation.com I mean that is just.
B
I can't believe. Yeah, I mean we bought it from someone but I can't believe that they sold it.
A
I mean it, it, it, it's brilliant. And that's where the IP comes in too for some of these businesses based on maybe brand recognition or name or even domain is a consideration. Well thank you Jonathan so much for being here. Thank you all for listening. If you do need some consulting coaching reach out to Jonathan. You can check out matthewbergson.com I've already started to get people. I got someone on my calendar later today that came in through that. That's a brand new brand that we're launching. I keep saying I'm gonna do it and I'm finally going to do it. Got a lot of books out there. Check out the podcast. Just search Matt Bertram. If you found value in this, please share it and send me a note. I love to hear feedback. So we don't have who all our listeners are. That's not how podcasting works. So leave a comment, leave an emoji. Reach out to me. I'd love to connect with you. If you want to grow your business with the largest, powerful, most awesome tool on the Internet, reach out to EWR Digital for more revenue in your business. And until the next time, my name is Matt Bertram. Bye bye for.
SEO Podcast: The Unknown Secrets of Internet Marketing
Episode 631: Strategies for Maximizing Value and Navigating Complex Deals with Jonathan Baker
Release Date: January 5, 2025
In Episode 631 of the award-winning "SEO Podcast: The Unknown Secrets of Internet Marketing," host Matt Bertram sits down with Jonathan Baker from punctuation.com to delve into the intricacies of mergers and acquisitions (M&A) within the digital marketing landscape. This episode is a must-listen for entrepreneurs, business owners, and marketing professionals contemplating significant business transitions, such as digital transformations or exits.
Jonathan Baker brings a wealth of experience to the table, transitioning from a marketing strategist for Fortune 500 CPG brands to co-owning a craft brewery in Atlanta. After an unforeseen M&A attempt, Jonathan pivoted to assist his father in expanding punctuation.com, focusing on helping small to mid-sized marketing service firms navigate M&A processes, valuations, and succession planning.
Quote:
"I saw an opportunity to jump over to help my father build out his business punctuation.com. We've been working exclusively with small to mid-sized marketing service firms, helping them find buyers or sellers, do valuations, and generally assist with succession planning."
— Jonathan Baker [02:37]
Jonathan outlines the critical factors buyers consider when valuing a business:
Profitability:
Profit is paramount. Even if buyers aren't solely interested in profit, negotiations often center around it.
Quote:
"Profitability is really number one. And even if they're not buying you exclusively for profit, they're going to be negotiating with you based on your profit."
— Jonathan Baker [04:56]
Positioning:
Strong niche or industry focus enhances a company's appeal, providing pricing power and making the business harder to replicate.
Quote:
"The more you can go in your own positioning, the easier it is for you to sell. It also gives you pricing power."
— Jonathan Baker [05:40]
Independence from the Founder:
Buyers prefer businesses that aren't heavily reliant on the founder, ensuring continuity without the seller’s constant involvement.
Balanced Client Portfolio:
A diversified client base reduces risks associated with client concentration, making the business more attractive.
Quote:
"Make sure there's a strong business development process in place and that your client portfolio is balanced."
— Jonathan Baker [06:34]
M&A processes are not just financial transactions but also emotional journeys. Jonathan emphasizes the importance of maintaining composure and understanding the relationship dynamics involved.
Quote:
"The process is a lot more nuanced than just numbers. It's relationship-driven with a lot of political stuff going on."
— Jonathan Baker [09:08]
Jonathan provides insights into the complexities of deal structures:
Earnouts:
Portions of the sale price contingent on future performance. It’s crucial to negotiate flexible terms to avoid losing significant payouts if targets aren’t met.
Quote:
"You need to mitigate your risk. Your earnouts shouldn’t be so rigid that you lose out completely if you miss targets."
— Jonathan Baker [12:51]
Employment Agreements and Non-Competes:
Post-sale employment terms can significantly impact the seller’s future. It's essential to protect oneself legally to ensure favorable conditions.
Quote:
"You need to ensure you have carve-outs for all the right stuff. Protect yourself on paper, even if you trust the buyers."
— Jonathan Baker [16:27]
Contractual Obligations:
Sellers must be wary of clauses that may restrict future endeavors or complicate post-sale activities.
Effective brand positioning and benchmarking are vital for maximizing business value:
Fee Revenue per Full-Time Employee:
A key benchmark indicating firm profitability and efficiency. Jonathan notes that many agencies plateau around $160,000 per employee but can achieve higher with optimized operations.
Quote:
"The average we've seen is 42%, so the delta between 60 and 42 is pure profit you're leaving on the table."
— Jonathan Baker [22:14]
Utilization Rates:
Measuring how effectively a company converts hours worked into revenue helps identify profit margins and operational efficiency.
Profit Margins:
Avoiding over-servicing clients and ensuring accurate project estimations are essential for maintaining healthy margins.
Managing finances prudently is crucial for business stability and attractiveness to buyers:
Cash Reserves:
Balancing adequate reserves to handle client concentration risks without hoarding excess funds that may lead to complacency in decision-making.
Quote:
"If you have too much money in the bank, you might make sloppy decisions, like not firing someone you should."
— Jonathan Baker [26:33]
Deploying Capital for Growth:
Strategic investment in scaling operations, hiring, and process optimization can enhance business value.
Deciding whether to continue growing the business or to sell involves personal and financial considerations:
Personal Goals and Lifestyle:
Jonathan emphasizes aligning business decisions with personal happiness and lifestyle preferences.
Quote:
"Growth is not important. Focus on what makes you happy and build a company around that."
— Jonathan Baker [28:41]
Scalability Challenges:
Understanding when further growth would necessitate structural changes that could dilute profitability and increase managerial burdens.
Succession Planning and ESOP:
Exploring options like selling to internal teams or establishing Employee Stock Ownership Plans to preserve company culture and value.
Jonathan shares effective strategies for lead generation, emphasizing the balance between inbound and outbound tactics:
Inbound Focus:
Maintaining consistent inbound efforts tailored to the business’s strengths and customer preferences ensures a steady lead flow.
Quote:
"Focus on inbound in a really steady way to get the lead generation train moving and keep it moving."
— Jonathan Baker [36:15]
Tailored Approaches:
Selecting inbound methods that resonate with the business’s personality and target audience, such as podcasts for those who enjoy speaking or writing for those who prefer it.
Selective Outbound Efforts:
Utilizing outbound tactics like Google Ads or LinkedIn Ads judiciously to complement inbound strategies.
Jonathan reveals under-the-radar strategies that successful agencies employ to excel in digital marketing:
Alignment with Passion:
Focusing on marketing channels and strategies that the team is passionate about leads to more authentic and effective campaigns.
Quote:
"Don't try to do everything well. Focus on where your target is and how they consume information."
— Jonathan Baker [36:15]
Targeted Content Creation:
Creating high-quality content that aligns with the business’s expertise and utilizing it across multiple platforms to maximize reach and engagement.
Avoiding Overextension:
Resisting the urge to diversify into every possible marketing channel ensures resources are concentrated on what truly works for the business.
Matt Bertram wraps up the episode by highlighting Jonathan Baker’s expertise and the valuable insights shared. Listeners interested in exploring M&A strategies or seeking consultancy can reach out through punctuation.com and subscribe to their newsletter for ongoing insights.
Quote:
"If you have a good-sized book of business and are looking at what to do next or considering it, reach out to Jonathan at punctuation.com."
— Matt Bertram [42:10]
Stay tuned for more insightful episodes as Matt Bertram continues to uncover the secrets of successful internet marketing strategies.