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1. You Should Know Your Agency’s Current Valuation
2. What Metrics Really Matter To Create Your Marketing Agency Valuation
3. Internal and External Factors That Impact Your Valuation Multiple
4. How to Get Valuation Experts and Acquirers to Tell Your Agency’s Estimated Purchase Price 

Knowing your digital marketing, creative, or advertising agency’s current valuation, no matter if its great or bad right now, will help you understand how far away you are from achieving your exit goal.

Part 1: Why You Should Know Your Agency’s Valuation Right Now  

Do you have an exit goal? If you understand your current valuation, then you can tell how far off you are from that goal.  

This is what understanding your current valuation can help you do, even if you don’t intend to sell your agency now: 

• Since you know where your valuation stands, you can create a clearer plan and timeline to get to your exit goal.
   
• Fuel your growth efforts by offering investors and partners an equity stake based on your current valuation
   
• Incentivize your employees by providing an actual worth to stock options based on the company’s present value. 
   
• Make sure you aren’t undercut when offers do come in to buy your agency.  
   
• Help you figure out how much work you need to put in to get to your goal.
  
• Get valuable insights to your agency’s financial health from a current valuation analysis.
   
• Confidently discuss terms knowing your agency’s worth vs what you are getting in return.  

A Short Lesson on Agency Valuations: 

You’re a passionate agency owner who’s worked tirelessly to build your firm to support you and your employees lives. You’ve reached a point in your career where you’re eager to retire early or transition to new and exciting opportunities. But here’s the twist – you never took the time to understand your agency’s worth as the years went by, and now, it’s time to make that transition. 

As you engage in discussions with potential buyers, you start to notice a significant discrepancy between what you thought your agency was worth and the offers on the table. It dawns on you that the valuations are considerably lower, and the cash you expected at the closing of the deal is nothing like you imagined.  

You thought buyers value more than just financials.

They do, but for most mid-size agency buyers that aren’t public companies or private equity firms, the tangible value they pay you cash for is based on your financials and hard assets which is a result of what their financiers will value and finance.

Quote from Shane Perkins: “Understanding what someone will pay for your agency is not just about what you believe it’s worth; it’s about aligning financial metrics with buyer expectations and how they finance their deals. Prioritizing financial health and transparency in your reporting ensures your agency can navigate the challenges ahead and secure the deal you deserve.” – Shane Perkins 

Prioritizing Financial Metrics: Ensuring the Deal Makes Sense 

Buyers who prioritize financial metrics, such as the ability of the agency to cover debt service on the loan it took out to buy the company and provide a reasonable return on investment, do so for a compelling reason – they are assessing the financial viability of the acquisition. For these buyers, the key question is whether the financial metrics align with their expectations and the resources required to sustain the agency’s operations. 
 

Here’s why this realization can be concerning for agency owners: 

1. Sustainability of Cash Flow: Buyers are essentially paying a multiple of profits over several years. To justify this investment, they need to ensure that the agency’s cash flow is not only substantial but also sustainable. Unstable or unpredictable cash flow can pose a significant risk and may result in a lower valuation. 

2. Debt Service and Investment Payback: Prioritizing financial metrics ensures that the agency can service its debts and generate the necessary funds to repay the investment made by the buyer. If the financials do not align with these requirements, the deal may not make financial sense, potentially leading to an undervaluation. 

3. Risk Mitigation: Assessing financial metrics is a risk mitigation strategy. Buyers want confidence that the agency’s financial health is robust and capable of weathering market fluctuations and unexpected challenges. A lack of financial alignment introduces uncertainty and risk, which can impact the valuation negatively. 

In essence, the discrepancy between the perceived agency value and your offers on the table can be attributed to the prioritization of financial metrics by buyers like myself. This realization underscores the importance of understanding your agency’s valuation comprehensively. It’s not just about having a ballpark figure in mind; it’s about diving deep into the intricacies of your agency’s financial health and its overall value in the market. 

Part 2: Key Metrics for Assessing Your Marketing Agency’s Valuation – The Buyer’s Perspective 
 

Exploring key valuation metrics that can significantly impact how potential buyers evaluate your agency’s worth. Here’s a breakdown of valuable insights and actionable steps you can take to understanding and building out these key metrics.  

1.1 EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) and SDE (Seller’s Discretionary Earnings) 

In marketing agency valuations, EBITDA stands as a bedrock metric. EBITDA is calculated by adding back interest, taxes, depreciation, and amortization to your net income. Think of it as profit before taxes, in most marketing agency’s cases. 

It’s important to emphasize that during an “adjusted EBITDA” calculation, you should include Seller’s Discretionary Earnings (SDE) by adding it back as well. SDE represents the total financial benefit enjoyed by you, the owner, and adds an extra layer of depth to the valuation. After all your owner income is added back, reduce it by the amount it would cost to pay someone market rate to do your job.  

Doing adjusted EBITDA this way will show you and a future buyer what cash there is in the company and what the ongoing costs post-acquisition will be there in your absence (or if you go down to a market salary rate).  
 

Actionable Step: Calculating your agency’s EBITDA value will involve examining your financial statements over several years, ensuring they demonstrate sustainability and growth. Let’s explore how to calculate your agency’s SDE, factoring in any necessary adjustments, to provide a more comprehensive financial picture. 
 

Step-by-Step Execution (EBITDA): 

1. Collect your agency’s financial statements for the past three years, encompassing income statements, balance sheets, and cash flow statements. 

2. Identify the EBITDA values for each year by adding back interest, taxes, depreciation, and amortization to your net income, including Seller’s Discretionary Earnings (SDE) in this calculation, along with market rate salary adjustments as needed.  

3. Compute the average EBITDA value by summing the EBITDA figures for the selected years and dividing by the number of years. 

4. Contemplate a weighted average approach if your agency’s financial performance has undergone significant changes, giving more prominence to recent years. 

5. This average or weighted average EBITDA value crafts a precise representation of your agency’s financial health for potential buyers. 

1.2 Calculating Seller’s Discretionary Earnings (SDE) 

Seller’s Discretionary Earnings (SDE) closely intertwines with EBITDA, enriching our understanding by encompassing your overall financial benefits. Calculating SDE becomes presents a comprehensive vi comprehensive view of your agency’s profitability, factoring in the owner’s role and contributions. To ensure accuracy, SDE should also consider any necessary adjustments, such as the subtraction of a market-rate salary for the owner’s role to be replaced post-closing. If the owner chooses to stay, their salary may be adjusted to market rate and added back to EBITDA. 
 

Step-by-Step Execution (SDE Calculation): 

1. Begin by identifying all financial benefits you, as the owner, enjoy. This encompasses your salary, bonuses, benefits, and any discretionary expenses covered by the business. 

2. Combine these financial benefits with your agency’s net income, adding any adjustments as required, such as the subtraction of a market-rate salary for the owner’s role to be replaced post-closing or the addition of an adjusted salary if the owner remains. 

3. SDE, a metric pivotal for potential buyers’ evaluation, takes shape through this calculation. 

By providing buyers your EBITDA and SDE, you empower them with a prof with a profound understanding of your agency’s profitability and its potential to generate returns, even without your direct involvement. 

2. Client Concentration 

Client concentration refers to the degree to which your agency relies on a small number of clients for a significant portion of its revenue. When evaluating your agency, potential buyers are keenly interested in client concentration because it can pose a substantial risk. If a large portion of your revenue comes from just a few clients, losing one of them could have a significant negative impact on your agency’s financial stability. 
 

Actionable Step: To assess client concentration, compile a list of your agency’s clients and their respective revenue contributions. Calculate the percentage of total revenue that each client represents. Ideally, you should aim for a diverse client base with a lower concentration risk. 

Bonus Tip: Chat GPT is great for crunching this information and giving you a clean view of any metrics you need after receiving the raw data.  

Step-by-Step Execution (Client Concentration): 

1. Create a list of all your agency’s clients. 

2. Calculate the revenue generated by each client over the past few years. 

3. Compute the percentage of total revenue that each client represents by dividing their individual revenue by the total agency revenue. 

4. Identify any clients that account for a disproportionately high percentage of revenue. 

5. Diversify your client base by implementing strategies to attract new clients or expand existing relationships. 

Bonus Tip: Put in steps 1-4 in a prompt in Chat GPT and let it go to work! 

3. Cash Flow Ability of the Company 

Cash flow is the lifeblood of any business, and potential buyers closely scrutinize a company’s cash flow ability when assessing its valuation. Positive cash flow indicates that your agency can cover its operating expenses, service any debts, and have funds available for growth or investment. 
 

Actionable Step: Analyze your agency’s cash flow by reviewing its cash flow statements over the past few years. Ensure that cash flow is consistently positive and sufficient to support ongoing operations and potential debt service. 
 

Step-by-Step Execution (Cash Flow Analysis): 

1. Gather your agency’s cash flow statements for the past three to five years. 

2. Examine the consistency of positive cash flow. Look for any periods of negative cash flow and identify the reasons behind them. 

3. Evaluate the agency’s ability to cover operating expenses, service any existing debts, and maintain a healthy cash reserve. 

4. Implement measures to improve cash flow if needed, such as optimizing billing and collections processes. 

3.1 Tell Buyers Your Minimum Required Cash Reserves 

To safeguard your agency against fluctuations in revenue, it’s essential to calculate and maintain an optimal cash reserve. This reserve should be enough to cover your monthly operating expenses for a predetermined period, ensuring your agency can navigate periods of negative cash flow without compromising its operations. Your potential choir should know this to understand how long it takes to make money so they can cover monthly expenses. 

Step-by-Step Execution (Optimal Cash Reserve Calculation): 

• Identify Monthly Expenses: List and categorize all fixed and variable monthly expenses. 
• Analyze Cash Flow Statements: Review 3-5 years of cash flow statements to understand cash flow patterns and identify periods of cash shortfalls. 
• Calculate Average Monthly Expenses: Determine your agency’s average monthly expenses to understand the baseline cash requirement. 
• Assess Receivables Cycle: Evaluate the average time to receive payments from clients, adjusting your cash reserve target accordingly. 
• Factor in Risks: Consider potential risks and uncertainties that could impact your cash flow, adjusting your cash reserve target to accommodate these factors. 
• Determine Cash Reserve Target: Based on this analysis, set a cash reserve target that ensures financial stability, typically between 2-3 months of operating expenses. 
• Implement Regular Monitoring: Establish a system for regular review and adjustment of your cash reserve target based on changes in your business environment or financial performance. 

This comprehensive approach to managing your cash reserve will significantly enhance your agency’s financial resilience and operational stability. 

Below, is a simple example you can reference of putting this in action. 

3.2 Calculating Optimal Cash Reserve for a 20-Person Marketing Agency 

To calculate the optimal cash reserve for a 20-person marketing agency with $3M in revenue, where the average salary per employee is $75,000, follow these steps: 

Monthly Salary Expenses: 

• First, calculate the total annual salary expenses: $75,000 (average salary per employee) × 20 (employees) = $1,500,000. 
• Then, divide by 12 to find the monthly salary expenses: $1,500,000 / 12 = $125,000. 

Total Monthly Operating Expenses: 

• Estimate other monthly operational costs (like rent, utilities, marketing) at $25,000. 
• Add this to the monthly salary expenses to get total monthly operating expenses: $125,000 (salary expenses) + $25,000 (other expenses) = $150,000. 

Cash Reserve Target: 

• For a cash reserve that covers 2 months, multiply the total monthly operating expenses by 2: $150,000 × 2 = $300,000. 
• For a 3-month reserve, multiply by 3: $150,000 × 3 = $450,000. 
• These calculations provide a clear target for the agency’s cash reserve, ensuring it can cover operating expenses for 2-3 months, thereby offering a buffer against revenue fluctuations and ensuring financial stability. 

Bonus Tip: When talking to buyers, its helpful to tell them what your pay cycle is for receiving money from your clients. In acquisitions it is a usual requirement for the seller to provide enough cash in the company to cover operating expenses until revenue comes in. If you get paid monthly, then a seller asking for three months of cash wouldn’t make sense. This is helpful in your negotiations. 

4. Stickiness of Revenue within Clients 

The stickiness of revenue within clients refers to the likelihood that clients will continue working with your agency over the long term. Agencies with high client retention rates and long-term client relationships often command higher valuations because they demonstrate stability and client loyalty. 
 

Actionable Step: Analyze your agency’s client retention rates and the average duration of client relationships. Identify strategies to improve client satisfaction and retention. 
 

Step-by-Step Execution (Stickiness of Revenue Analysis): 

1. Compile data on your agency’s client retention rates over the past few years. Calculate the percentage of clients who continue to work with your agency after their initial engagement. 

2. Determine the average duration of client relationships. How long, on average, do clients stay with your agency? 

3. Identify the factors that contribute to client retention and satisfaction, such as exceptional service, effective communication, and results-driven campaigns. 

4. Develop strategies to enhance client stickiness, such as implementing client loyalty programs or improving client relationship management. 

5. Sustainability of EBITDA Over Time 

Buyers are interested in agencies that can demonstrate the sustainability of their EBITDA over time. Consistent and predictable EBITDA is a valuable asset, as it provides confidence that the agency can continue generating profits after the transition. 
 

Actionable Step: Review your agency’s historical EBITDA performance and assess its ability to maintain EBITDA at or near current levels in the future. Identify factors that contribute to EBITDA stability. 
 

Step-by-Step Execution (Sustainability of EBITDA): 

1. Analyze your agency’s EBITDA figures over the past three to five years. Look for trends and fluctuations. 

2. Identify any external or internal factors that have influenced EBITDA fluctuations. 

3. Develop a plan to mitigate potential risks to EBITDA stability, such as diversifying revenue streams or implementing cost-saving measures. 

4. Provide potential buyers with a clear roadmap for maintaining EBITDA stability post-acquisition. 
    

These key metrics offer valuable insights into your agency’s financial health and its potential to thrive under new ownership. By addressing these metrics and taking strategic actions to enhance them, you can increase the attractiveness of your agency to potential buyers and maximize its valuation. 

Part 3: Internal and External Factors Affecting Your Marketing Agency’s Valuation 

Understanding internal and external agency factors is essential for assessing your agency’s current valuation and strategically enhancing its appeal to potential buyers. I’ll categorize these factors into three core areas: Internal, Buyer-Related, and Market-Related.  

Internal Factors 

1. Capabilities 

Your agency’s capabilities, including its expertise, services, and unique value proposition, play a pivotal role in valuation. Buyers assess whether your agency possesses the right mix of skills and offerings to meet their needs and drive growth. 
 

• To Do: Continually enhance your agency’s capabilities by investing in training, staying updated with industry trends, and expanding service offerings where feasible. 

2. Financials 

The financial health of your agency, as discussed in Part 2, is a key internal factor. Buyers scrutinize your financial statements, profitability, and financial sustainability over time to gauge the agency’s stability and growth potential. 
 

• To Do: Maintain robust financial practices, regularly review financial statements, and work on improving profitability and revenue predictability. 

3. Operations 

Efficient operations contribute to higher profitability and better valuation. Buyers appreciate agencies with streamlined processes that reduce costs and enhance productivity. 
 

• To Do: Evaluate your agency’s operations to identify areas where efficiency can be improved. Implement changes that lead to cost savings and operational excellence. 

4. Team 

The quality, stability, and arrangement of who’s on your team, especially key leadership positions, can significantly impact valuation. Buyers may be more interested in agencies where key personnel are willing to stay post-acquisition. If you are missing key leadership necessary to run the business ongoing as part of an acquisition discounts in your valuation are likely. 
 

• To Do: Develop a plan to retain key employees, have a transition plan prepared for those that are nice to have but not necessary, and ensure a smooth transition for the buyer. Explore incentive plans or employment contracts that incentivize key team members to stay on board.  

Bonus Tip: Be aware that if employment contracts are signed before a deal is made, and they place certain responsibilities on the buyer, the buyer might strongly object resulting in roadblocks for a deal, especially if specific conditions are activated.
 

5. Client Mix and Sustainability 

A diverse client mix, combined with sustainable revenue streams, is vital for reducing risk and increasing valuation or at least making sure it does not get discounted significantly. Agencies heavily dependent on a few clients may be seen as riskier investments. 

• To Do: Review your client mix and identify opportunities to diversify. Strengthen client relationships and explore strategies to secure longer-term commitments. 

Buyer-Related Factors 

1. Financing Capability 

Buyers assess their own ability to finance the acquisition, considering factors such as access to capital, debt capacity, and ability to secure lines of credit against your receivables. Your agency’s valuation may be influenced by the buyer’s capacity to secure financing for the deal. 
 

• To Do: Understand potential buyers’ financing capabilities and their ability to secure the necessary funds for the acquisition. 

2. Growth Potential 

Buyers seek agencies with growth potential, as it aligns with their strategic objectives. Demonstrating how your agency can contribute to the buyer’s growth plans can positively impact valuation. 
 

• To Do: Develop a growth strategy that outlines opportunities for expansion and positions your agency as an attractive partner for growth-focused buyers. 

3. Sustainability 

Buyers are interested in agencies that can sustain their success over the long term. Showcasing your agency’s sustainability and resilience can enhance its perceived value. This add a significant comfort factor and helping get an acquisition across the goal line and to continuous success after. 
 

• To Do: Highlight the factors that contribute to your agency’s long-term sustainability, such as client relationships and adaptability to industry changes. 

4. Strategic Integration 

For buyers looking to integrate your agency into their existing operations, the ease and strategic fit of this integration can affect valuation. Agencies that align seamlessly with the buyer’s strategic vision may line up with the buyer’s typical valuation range. Ones that do not seamlessly integrate may receive more valuations due to the difficulty complexity of integration. 
 

• To Do: Prepare a plan outlining how your agency can integrate with the buyer’s existing operations. Highlight the synergies and strategic advantages of the merger or acquisition. 

Market-Related Factors 

Market-related factors encompass a range of influences on your agency’s valuation.  

These include: 

1. Financial Market Conditions and Financing Accessibility 

The prevailing financial market conditions have a direct impact on financing accessibility for potential buyers. During periods of economic uncertainty or high interest rates (as continues in 2024), securing financing for acquisitions may become challenging because it takes more even profit to ensure the capital lent can be paid back by the acquirer, potentially lowering valuations.  
 

• To Do: Stay informed about financial market conditions and their impact on financing accessibility. Be prepared to adapt your agency’s strategy accordingly. 

Bonus tip: a great source is to talk to several of your local bankers and investors that fund acquisitions to asset light Service base businesses and see what they are experiencing in the financing market. 

2. Competitive Landscape 

The competitive landscape within the marketing industry can significantly affect your agency’s valuation. In markets where numerous marketing firms exist with little distinct differentiation, valuations may face downward pressure due to increased competition. 
 

• To Do: Conduct a thorough analysis of your agency’s competitive position within the market. Explore ways to differentiate your services and stand out in a crowded field. 

3. Overall Economic Conditions 

The broader economic conditions, such as economic growth, recession, or market stability, can influence buyer sentiment and their willingness to invest in acquisitions. Economic downturns may lead to more cautious valuation assessments. 
 

• To Do: Monitor economic indicators and be prepared to adjust your agency’s strategy based on prevailing economic conditions. 
   

Understanding these will empower you to assess and enhance your marketing agency’s valuation strategically. In Part 4 of our series, we’ll explore how to engage valuation experts and leverage resources to gain a more precise understanding of your agency’s valuation and without you having to do all the hard work. 

Part 4: Finding and Engaging Resources to Value Your Agency

Your agency’s value is determined by what buyers are willing to pay, but you can use various methods to assess and potentially increase its perceived value. Getting some type of valuation is it is a way to do it 

Valuation Resources 

Valuation resources come in various forms, each offering a unique perspective on your agency’s worth: 

1. Marketing Agency Valuation Calculators 

These online tools utilize financial data and industry benchmarks to estimate your agency’s value. They provide a quick, initial assessment based on key financial metrics. 
 

• To Do: Explore online valuation calculators to get an initial sense of your agency’s potential worth. Keep in mind that these calculators focus primarily on financials. 

Bonus Tip: Multiply your EBITDA times 3-4.5 if you run a heavily project based marketing agency and 4-5x if you run a majority (80%+) recurring monthly revenue agency to get a rough estimate on what mid-size agency acquirers are typically valuing agencies at in 2024.  

2. Valuation by an Acquirer 

When potential buyers, like our group Unite Digital Holdings, express interest in acquiring your agency, they’ll conduct their own valuation based on their strategic objectives, financing capabilities, and the perceived value your agency brings to their portfolio. 
 

• To Do: Engage in discussions with potential buyers to understand how they assess your agency’s value. Recognize that their perspective is a crucial part of the valuation process.  

3. Professional Valuation Experts 

Hiring professional valuation experts offers outsider insights into your agency’s worth, but the sale price ultimately comes down to negotiations with the buyer. Their final price is decided through their initial valuation, due diligence, financing abilities, and negotiations. 

• To Do: Find reputable experts specialized in marketing agencies. Seek referrals and vet them carefully to ensure they meet your needs. The advertising association, 4A’s, offers a non-biased valuation service, amongst other organizations.  

Additionally, Agency Management Institute (AMI) has a comprehensive program not only to help uncover your agency’s potential valuation, but create a go-forward succession plan as well.

Personal Perspective: When I talk to sellers that have had a valuation done, I look at it for a few minutes but don’t do anything else with it. I don’t need your valuation submission to value your agency, because we will ultimately determine the valuation together based on our acquisition criteria. 

How to Determine The Right Resource To Provide You a Valuation 

Different resources offer varying levels of insight: 

1. Simple Valuation 

For a quick estimate of your agency’s potential worth, online calculators can provide valuable ballpark figures. However, these simplified tools often focus primarily on financial metrics. 
 

2. Complex Valuation 

Engaging valuation experts can offer a more detailed assessment, considering a broader range of factors beyond financials. This comprehensive approach provides a deeper understanding of your agency’s value. 
 

3. Robust Valuation with Quality of Earnings (QofE) 

In some cases, particularly when buyers or you are seeking financing from lenders or investors by leveraging your company, a robust valuation with a focus on quality of earnings becomes essential. Lenders often base their decisions on verifiable financial data, and buyers may require a more detailed evaluation.  
 

• To Do: Understand the specific requirements of lenders and investors when it comes to valuation. Ensure that your financials are well-documented and validated. 

Want to Talk About Your Agency’s Valuation? 

Now you understand how a marketing agency’s worth guides key decisions, targets growth, and gets you ready for sale.  

If you are serious about exiting your agency, then schedule a call where we can talk through what your valuation may be worth, from a buyer’s perspective – completely free!