M&A sale process

So you’ve decided to sell your agency – now what? Here is your acquisition checklist to guide the next steps in your plan before formally listing your agency for sale. 

1. Define Your Motivation For Selling Your Agency

Diving into the narrative behind why you are selling your agency will help set your roadmap for success when embarking on an acquisition journey. Questions to consider:

• Ideally, what does post-transaction life look like for me? – Do you want to fully exit the business and retire to a small beach town, or are you seeking a new opportunity with a strategic partner who has more resources to take your agency to the next level? 
• How long of a transition period am I willing to stick around for? – You’ve built your agency to the amazing success it is today making you the top asset in the organization. How long, and in what capacity, are you willing to stick around to help facilitate transitions for your clients, talent, and processes?
  

Well-defined motivation for selling helps your dedicated Deal Team during buyer vetting to identify buyers whose acquisition intentions align best with your goals. 

2. Prepare Your Financials Documents 

The first step in taking your business to market is determining the Total Enterprise Value of your agency by going through the valuation process. Agency valuations are determined by both quantitative (financial) and qualitative (intangibles) factors – with the financials at the core of the equation. Documents you should have cleaned, prepped, and checked include, but are not limited to:

• Monthly P&Ls for the last 3 years
• Projections for the upcoming fiscal year 
• Balance Sheets for the last 3 years
• Annual Sales by Customer Reports for the last 3 years
• Monthly Sales by Customer Report for the last closed fiscal year
• Team Roles, Compensation, Tenure & Location Report

Preparing your financials ahead of time will help guide strategic decision-making and support a smooth transition when you’re ready to exit your agency. 

3. Identify Your M&A Support Team

Going through an acquisition is a significant undertaking – if you manage the process all on your own. Having the right experts on your team protects your agency from disruption of day-to-day operations which could lead to financial downturn or cause suspicions among your staff.

It’s important to do your own due diligence and identify the M&A advisory team that:

• Understands the Agency Space: Digital agencies are not valued the same as traditional companies. You need to find an advisor who understands the value of a service based, asset lite business model to ensure you receive the most accurate valuation. 
• Has Established Buyer Relationships: Let’s face it – business transactions are all about relationship-building. You need an advisor who knows the key buyers interested in your agency type to accelerate your acquisition timeline and ensure you’re connected with buyers who are not only a great financial fit, but have cultural alignment as well. 
• You Have Synergy With: Going through an acquisition is a big commitment both financially and emotionally. Throughout the process you will be in constant communication with your advisory so it’s important to have a great relationship! You need someone who understands the ups and downs of selling an agency and is here to provide you with as much personal support as they are business support. 

An acquisition is an exciting opportunity to launch your agency, and you personally, into the next phase of your life! There is no time too early to begin preparing to make your dream exit a reality.

Having organized, clean financial documents is the key to understanding the value of your business and ensures a smooth transition when you’re ready to begin the acquisition process – but when you’re a busy entrepreneur, things can get messy with your attention being pulled in a hundred different directions. When you’re seriously considering a sale within the next 9-24 months, it’s time to bring in someone to help you prepare for this journey – it’s time to engage a Fractional CFO.

Who Is A Fractional CFO?

A Fractional CFO, also known as an outsourced CFO, is a financial professional that provides management and advisory services on a part-time or project basis. Fractional CFOs are typically employed by small to medium-sized businesses who may not have the resources for a permanent CFO (Chief Financial Officer), but still require financial expertise and oversight. 

Understanding The Differences Between Key Financial Roles

While all Fractional CFOs, Controllers, and CPAs all play critical roles in business financials – they have a number of key differences in their scopes of work:

• Fractional CFO: A Fractional CFO is a strategic financial leader who provides high-level guidance and oversight to businesses. They focus on the broader financial aspects, including financial planning, strategic decision-making, and long-term financial sustainability. Fractional CFOs focus on actions to drive business growth
  
• Controller: A Controller is responsible for the day-to-day financial operations of a company. They often facilitate the management of internal financial systems and mid-level financial teams. Unlike Fractional CFO, they typically do not provide advisory to executives and work in a more administration capacity. Controllers focus on communications to ensure streamlined operations. 
• CPA: A CPA (Certified Public Accountant) is a financial professional who has met specific educational and examination requirements to achieve this elevated professional designation. CPAs have a narrow, specialty focus in terms of business financial operations handling operations only related to accounting and taxation. CPAs focus on compliance to handle regulation financial obligations. 

While a Controller and/or CPA can help keep your books, billings, and taxes in order from a technical perspective, a Fractional COF provides strategic guidance and focuses on long-term business planning to drive overall success. 

Every Digital Agency Is Incredibly Unique – That’s Why Our Approach To The M&A Process Is Too. 

The M&A process is too frequently approached from a one-size-fits-most perspective. Such a narrow approach creates unnecessary friction, delays, and related problems, especially when the M&A sale process involves a digital agency.

Selling a digital agency isn’t about selling tangible assets. It’s about selling relationships. This makes it go far beyond a mere transaction. Sellers aren’t just interested in getting the most money possible from the exchange. Certainly, profits are essential. But they’re hardly the only worries on digital agency owners’ minds as they face the M&A process.

For instance, plenty of owners lose sleep over finding a buyer who will manage the company wisely, treat existing employees well, and maintain the brand legacy and company culture. And owners who intend to remain involved in the business in a short-term or long-term capacity tend to fret about fitting into a new ecosystem and culture.

These are just some of the dilemmas that can present stumbling blocks to getting digital agency sales through each of the M&A phases. They’re also the reason that Barney’s team members make a point to understand and empathize with sellers’ unique goals and worries deeply. After all, strategic, thoughtful, and deliberate matchmaking is critical when it comes to mergers and acquisitions transition events.

In other words, what digital agency M&A processes need are acquisition team members who see themselves in a concierge capacity.

The Benefits of Concierge Service Throughout the Digital Agency M&A Process

In the world of hospitality and tourism, concierges serve as expert guides. They learn to listen carefully and make recommendations based on the person or group they’re helping. The same general principle holds true of concierge service during mergers and acquisitions.

We ask probing questions upfront when we meet a potential digital agency seller or buyer. It’s our way of understanding the authentic values and objectives driving each party. From what we hear, we can move forward through the M&A phases with confidence. Make no mistake: This is a disruptive approach in M&A. Yet it’s proven effective time and again.

To date, we’ve moved more than 150 deals across the finish line swiftly but surely. The reason? We view ourselves through the lens of wearing concierge hats and treating each M&A experience as distinctive. Yes, all M&As share common characteristics. However, they shouldn’t be molded with the same cookie cutter.

So what does Barney do that’s so different from a typical M&A business brokerage?

1. We strive to educate seller and buyer clients.

Like all concierges, we know our “city,” which happens to be the digital agency mergers and acquisitions space. As a result, we strive to pass along our expert knowledge to all stakeholders.

Take our M&A process timeline, for example. We’ve constructed a framework that’s flexible enough to accommodate the nuances of each M&A and defined enough to produce repeatable reliable results. When we walk digital agency sellers and buyers through our M&A sale process, they gain a greater vision of what to expect. This helps reduce stress and avoid misunderstandings.

2. We are always here as a resource to founders.

When you go to a five-star hotel, you can expect to connect with a concierge practically round-the-clock. The same holds for Barney’s team. We’re an available resource 24/7 to answer questions in a relatable, compassionate, friendly way. We don’t just send sellers and buyers to a website with canned answers. We break down their concerns bit by bit and answer them in a language they understand.

Being able to speak the digital agency language is a huge boost. More often than not, sellers and also buyers are fresh and new to digital agency M&As. Talking with them using their ecosystem’s terminology makes a positive impact.

3. Kindness is integrated into everything we do.

As mentioned before, selling and buying a digital agency can evoke a rollercoaster of emotions. We anticipate this, which is why we put a great deal of emphasis on being kind through our actions and words. Kindness is perhaps one of our greatest differentiators, as well as being one that we’re proud to provide.

We’ve found that when you’re sincerely empathetic, you become better problem-solvers, too. Since the start of Barney, we’ve embarked on a practice of continuous improvement. It’s helped us become the best in our field, just like the founders of the digital agencies we represent are the best in their industries.

All business relationships are precious resources, including the relationships formed during mergers and acquisitions transitions. No matter why you’re considering M&A for your digital agency, make sure you’re getting the concierge treatment from your closest partners. It’s what you, your team, and your firm deserve.