Meet Simon Morgan, M&A Advisor Australia

More Growth, Less Stress

How Much Is My Agency Worth?

How Much Is My Agency Worth?

How Much Is My Agency Worth?

Doug Baxter & Simon Morgan M&A Advisors
Doug Baxter & Simon Morgan M&A Advisors

The honest answer is: it depends. But there's a rigorous way to work it out — and knowing the answer earlier than you think you need to is one of the best decisions you can make.


Agency valuation isn't a single number. It's a range, built from your financials, stress-tested against market conditions, and shaped by a set of qualitative factors that buyers weigh as carefully as the numbers themselves.

This page walks through how it works — and what you can do about it.

Simon Morgan has spent over 30 years in the agency industry as a founder, owner, and operator. He has built and exited businesses at every scale — from a digital agency acquired by Publicis, to achieving tenfold growth in a large independent, to founding an e-commerce business acquired by Expedia. That experience is what he brings to every founder conversation at Agency Futures.


Simon leads sell-side and buy-side mandates, merger advisory, and exit planning for independent marketing, creative, and communications agencies — primarily across Europe and the UK, APAC and Australia and North America.


He advises founders at any stage of the arc of agency ownership: often at the moment when running the business starts to feel different from building it, and when the decisions made in the next two or three years will define the next decade. His approach is direct, deal-experienced, and grounded in empathy for what founders are actually going through — not just the transaction, but the identity shift that comes with it.


Recent transactions:

  • The Many acquisition of Catalyst XR — immersive technology - Jan 2026

  • Holy Cow! Creative Sydney, acquired into the Hardie Grant Media stable - Feb 2026

  • PinPoint Media, acquired by PrettyGreen PR - Dec 2025

The Starting Point: Adjusted EBITDA × Multiple

The Starting Point: Adjusted EBITDA × Multiple


Agency valuations are built on a simple framework: Adjusted EBITDA multiplied by a market multiple.

Both halves of that equation matter enormously — and both are more nuanced than they look.


Adjusted EBITDA is your agency's earnings before interest, tax, depreciation, and amortisation — normalised to remove one-off costs, non-recurring items, and anomalies that distort the true picture of your underlying profitability. When we work with agency owners on their financials, we regularly see adjustments — in both directions — that swing the EBITDA-to-Gross Profit ratio by up to 10%. Getting this right is not cosmetic. It is the foundation of your valuation.


The multiple is what the market will pay per dollar of that adjusted profit. It is not fixed. It moves based on the quality of your business, the conditions in the market, and who is doing the buying.


→ Read more: What is Adjusted EBITDA? Isn't it really just cooking the books?

→ Read more: EBITDA — Why it matters


What Does Good Look Like on Profit?


Before thinking about multiples, the market is blunt about what it wants to see on EBITDA margin:


  • Under 15% EBITDA to Gross Profit: buyers will ask hard questions — many will pass entirely

  • 15–20%: acceptable, but leaves little room for negotiation on multiple

  • 20–25%: strong — you are in the market's preferred range

  • Above 25%: gold star. Fewer than 2% of agencies we see consistently operate here


An ideal cost structure as a percentage of Gross Profit: roughly 55% to staff, 20% to other operating costs, and 25% to EBITDA. If staff costs are consistently above 65% of Gross Profit, buyers will see the business as bloated or inefficient — and price accordingly.


The most important thing to understand about EBITDA is that it is entirely within your control. As we've written before: profit sets you free. Every dollar you add to Adjusted EBITDA can add five or ten times that to your enterprise value.


How a Sale Mandate Works


Phase I — Business Assessment & Valuation We review your financials, develop a perspective on fair market value, understand your goals, and align on the right path to market. This is also where we identify the buyer categories most likely to move at the right price.


Phase II — Planning & Preparation We develop your positioning strategy, build your Confidential Information Memorandum, identify and prioritise target buyers, and prepare the narrative that will resonate with the right acquirers. Initial market sounding begins here.


Phase III — Buyer Engagement We introduce your agency to buyers in order of priority, facilitate meetings, manage information flow, and work with your legal and accounting advisors through negotiation. We evaluate offers based on a blend of value, speed, and certainty.


Phase IV — Transaction Support & Close We assist with deal structure, review agreements to ensure they reflect what was agreed, provide go-between support between legal teams on sensitive points, and stay with you through completion.


What your agency is worth


Agency valuations typically use Adjusted EBITDA multiples — usually in the range of 3x to 8x for independent marketing services businesses, depending on revenue quality, client concentration, management depth, recurring revenue, and growth trajectory.


The multiple you achieve isn't just about your numbers.


It's about how your agency is positioned, who you're positioned to, and how the process is managed. Founders who go to market without preparation routinely leave value on the table. We exist to prevent that.


We provide indicative valuations as part of an initial conversation — before any engagement is formalised. If you want to understand what your agency might be worth, that's the right place to start. Contact us below to start the conversation.


What Multiple Will Your Agency Attract?


Multiples in the agency sector range from 3x to 8x Adjusted EBITDA and occasionally even higher, yes it is a vast range - and it depends on the size of the business, the quality of the earnings, and the conditions in the market at the time of sale. Some categores are hotter than others and this is always changing.


One key fact however is that scale is the single biggest driver of multiple expansion:



Agency valuations are built on a simple framework: Adjusted EBITDA multiplied by a market multiple.

Both halves of that equation matter enormously — and both are more nuanced than they look.


Adjusted EBITDA is your agency's earnings before interest, tax, depreciation, and amortisation — normalised to remove one-off costs, non-recurring items, and anomalies that distort the true picture of your underlying profitability. When we work with agency owners on their financials, we regularly see adjustments — in both directions — that swing the EBITDA-to-Gross Profit ratio by up to 10%. Getting this right is not cosmetic. It is the foundation of your valuation.


The multiple is what the market will pay per dollar of that adjusted profit. It is not fixed. It moves based on the quality of your business, the conditions in the market, and who is doing the buying.


→ Read more: What is Adjusted EBITDA? Isn't it really just cooking the books?

→ Read more: EBITDA — Why it matters


What Does Good Look Like on Profit?


Before thinking about multiples, the market is blunt about what it wants to see on EBITDA margin:


  • Under 15% EBITDA to Gross Profit: buyers will ask hard questions — many will pass entirely

  • 15–20%: acceptable, but leaves little room for negotiation on multiple

  • 20–25%: strong — you are in the market's preferred range

  • Above 25%: gold star. Fewer than 2% of agencies we see consistently operate here


An ideal cost structure as a percentage of Gross Profit: roughly 55% to staff, 20% to other operating costs, and 25% to EBITDA. If staff costs are consistently above 65% of Gross Profit, buyers will see the business as bloated or inefficient — and price accordingly.


The most important thing to understand about EBITDA is that it is entirely within your control. As we've written before: profit sets you free. Every dollar you add to Adjusted EBITDA can add five or ten times that to your enterprise value.


How a Sale Mandate Works


Phase I — Business Assessment & Valuation We review your financials, develop a perspective on fair market value, understand your goals, and align on the right path to market. This is also where we identify the buyer categories most likely to move at the right price.


Phase II — Planning & Preparation We develop your positioning strategy, build your Confidential Information Memorandum, identify and prioritise target buyers, and prepare the narrative that will resonate with the right acquirers. Initial market sounding begins here.


Phase III — Buyer Engagement We introduce your agency to buyers in order of priority, facilitate meetings, manage information flow, and work with your legal and accounting advisors through negotiation. We evaluate offers based on a blend of value, speed, and certainty.


Phase IV — Transaction Support & Close We assist with deal structure, review agreements to ensure they reflect what was agreed, provide go-between support between legal teams on sensitive points, and stay with you through completion.


What your agency is worth


Agency valuations typically use Adjusted EBITDA multiples — usually in the range of 3x to 8x for independent marketing services businesses, depending on revenue quality, client concentration, management depth, recurring revenue, and growth trajectory.


The multiple you achieve isn't just about your numbers.


It's about how your agency is positioned, who you're positioned to, and how the process is managed. Founders who go to market without preparation routinely leave value on the table. We exist to prevent that.


We provide indicative valuations as part of an initial conversation — before any engagement is formalised. If you want to understand what your agency might be worth, that's the right place to start. Contact us below to start the conversation.


What Multiple Will Your Agency Attract?


Multiples in the agency sector range from 3x to 8x Adjusted EBITDA and occasionally even higher, yes it is a vast range - and it depends on the size of the business, the quality of the earnings, and the conditions in the market at the time of sale. Some categores are hotter than others and this is always changing.


One key fact however is that scale is the single biggest driver of multiple expansion:



This is not arbitrary. Larger businesses mean more buyers, lower risk, and deals that genuinely move the needle for acquirers. Many institutional buyers will not engage with businesses below a certain threshold — due diligence alone can cost $500K per process. Smaller transactions are still completed, often as bolt-ons to existing platform businesses, but the buyer pool is narrower and the dynamics are different.


Beyond scale, the multiple is shaped by the qualitative factors covered in the next section. Two agencies at the same EBITDA level can attract very different multiples based on how they score against these factors.



The 11 Factors That Determine Your Value

These are the value drivers buyers scrutinise most closely. Understanding them is the first step to improving your position before going to market.

1. Profit margin The fundamental. Buyers apply a multiple to your earnings — if those earnings are thin, the multiple won't save you. Above 20% EBITDA to Gross Profit consistently is the target.

2. Market positioning and reputation A clear, differentiated position within a defined category. Buyers are not looking for agencies that invented a new category — they want agencies that own a lane within an established one. Outstanding work is the proof.

3. Revenue quality and recurring income Retained clients with multi-year tenure (ideally 3+ years average) are valued far above project-based work. Recurring revenue, proprietary processes that create client stickiness, or embedded talent models all increase quality of earnings — and therefore multiple.

4. Client concentration The ideal maximum for any single client is 15–20% of Gross Profit. Above this threshold, buyers see concentration risk and price it in. Two clients at 30%+ creates a material problem. Diversification across a strong client list, with a visible new business pipeline, is the goal.

5. Management depth and owner dependency A business that runs when the founder isn't in the room commands a higher multiple than one that doesn't. Buyers are purchasing a future — they need to believe the team can deliver it. A fully formed senior management layer, a documented succession plan, and a business that operates independently are all positive signals.

6. Growth trajectory and forward pipeline Buyers are purchasing future revenue, not past results. A track record of consistent growth backed by a credible forward plan and an active new business pipeline is significantly more valuable than historical performance alone. Many sellers forget this and treat the deal close as a finish line — for buyers, it's a starting line.

7. Operational excellence Clean, scalable processes. Robust financial reporting — monthly management accounts, a business plan, the ability to respond to ad hoc finance requests quickly. Evidence of technology and AI adoption to drive efficiency. Documentation of how the business operates.

8. Contracts and pricing model Project-based contracts attract lower multiples than retained or auto-rolling agreements. Value-based pricing, where it can be evidenced, adds to the narrative. Margins above 25% EBITDA, consistently achieved, will be viewed as evidence of pricing confidence.

9. A clean balance sheet No unexplained shareholder loans, up-to-date client contracts, no outstanding legal or staff issues, a tidy cap table. These are table-stakes — they don't add to the multiple, but problems here can kill a deal or reduce it significantly.

10. Scale As noted above, scale is the dominant driver of multiple expansion. It is not enough to be profitable — the size of those profits shapes the buyer pool and the multiple available.

11. Market conditions The one factor outside your control. Interest rates affect market liquidity, buyer appetite, and therefore agency multiples. The best time to sell is when your business is ready and the market is receptive — which is why early preparation matters.

→ Read the full guide: How do you know if your agency is match-fit?


How Agency Futures Approaches a Valuation

Our valuation process is built around the methodology most likely to be used by a potential buyer. It is not a theoretical exercise — it is a market-facing view of what your agency would realistically achieve in a transaction.

Our process covers:

  • Review and normalisation of historical financials (typically 3 years)

  • Development of a Base Case, Upside Case, and Downside Case valuation

  • Assessment of financial ratios: profitability, liquidity, and operational efficiency

  • Benchmarking against comparable public and private transactions

  • Identification of value gaps — the factors holding your multiple below its potential

  • A clear view of the buyer categories most likely to move at the right price

The output is not a single number but a defensible range — and a set of observations about what you can do to improve your position before going to market.

We provide indicative valuations as part of an initial conversation, before any formal engagement. If you want to know where you stand, that is the right place to start.



This is not arbitrary. Larger businesses mean more buyers, lower risk, and deals that genuinely move the needle for acquirers. Many institutional buyers will not engage with businesses below a certain threshold — due diligence alone can cost $500K per process. Smaller transactions are still completed, often as bolt-ons to existing platform businesses, but the buyer pool is narrower and the dynamics are different.


Beyond scale, the multiple is shaped by the qualitative factors covered in the next section. Two agencies at the same EBITDA level can attract very different multiples based on how they score against these factors.



The 11 Factors That Determine Your Value

These are the value drivers buyers scrutinise most closely. Understanding them is the first step to improving your position before going to market.

1. Profit margin The fundamental. Buyers apply a multiple to your earnings — if those earnings are thin, the multiple won't save you. Above 20% EBITDA to Gross Profit consistently is the target.

2. Market positioning and reputation A clear, differentiated position within a defined category. Buyers are not looking for agencies that invented a new category — they want agencies that own a lane within an established one. Outstanding work is the proof.

3. Revenue quality and recurring income Retained clients with multi-year tenure (ideally 3+ years average) are valued far above project-based work. Recurring revenue, proprietary processes that create client stickiness, or embedded talent models all increase quality of earnings — and therefore multiple.

4. Client concentration The ideal maximum for any single client is 15–20% of Gross Profit. Above this threshold, buyers see concentration risk and price it in. Two clients at 30%+ creates a material problem. Diversification across a strong client list, with a visible new business pipeline, is the goal.

5. Management depth and owner dependency A business that runs when the founder isn't in the room commands a higher multiple than one that doesn't. Buyers are purchasing a future — they need to believe the team can deliver it. A fully formed senior management layer, a documented succession plan, and a business that operates independently are all positive signals.

6. Growth trajectory and forward pipeline Buyers are purchasing future revenue, not past results. A track record of consistent growth backed by a credible forward plan and an active new business pipeline is significantly more valuable than historical performance alone. Many sellers forget this and treat the deal close as a finish line — for buyers, it's a starting line.

7. Operational excellence Clean, scalable processes. Robust financial reporting — monthly management accounts, a business plan, the ability to respond to ad hoc finance requests quickly. Evidence of technology and AI adoption to drive efficiency. Documentation of how the business operates.

8. Contracts and pricing model Project-based contracts attract lower multiples than retained or auto-rolling agreements. Value-based pricing, where it can be evidenced, adds to the narrative. Margins above 25% EBITDA, consistently achieved, will be viewed as evidence of pricing confidence.

9. A clean balance sheet No unexplained shareholder loans, up-to-date client contracts, no outstanding legal or staff issues, a tidy cap table. These are table-stakes — they don't add to the multiple, but problems here can kill a deal or reduce it significantly.

10. Scale As noted above, scale is the dominant driver of multiple expansion. It is not enough to be profitable — the size of those profits shapes the buyer pool and the multiple available.

11. Market conditions The one factor outside your control. Interest rates affect market liquidity, buyer appetite, and therefore agency multiples. The best time to sell is when your business is ready and the market is receptive — which is why early preparation matters.

→ Read the full guide: How do you know if your agency is match-fit?


How Agency Futures Approaches a Valuation

Our valuation process is built around the methodology most likely to be used by a potential buyer. It is not a theoretical exercise — it is a market-facing view of what your agency would realistically achieve in a transaction.

Our process covers:

  • Review and normalisation of historical financials (typically 3 years)

  • Development of a Base Case, Upside Case, and Downside Case valuation

  • Assessment of financial ratios: profitability, liquidity, and operational efficiency

  • Benchmarking against comparable public and private transactions

  • Identification of value gaps — the factors holding your multiple below its potential

  • A clear view of the buyer categories most likely to move at the right price

The output is not a single number but a defensible range — and a set of observations about what you can do to improve your position before going to market.

We provide indicative valuations as part of an initial conversation, before any formal engagement. If you want to know where you stand, that is the right place to start.


FAQs


FAQs

Is revenue or profit used to value an agency?

Primarily profit. Adjusted EBITDA is the standard basis for agency valuations — a multiple is applied to normalised profit, not to revenue. Revenue matters as context, but two agencies with identical revenue and different profit margins will attract very different valuations. Some buyers also reference revenue multiples as a cross-check, but EBITDA is the primary basis.

What adjustments are typically made to EBITDA?

The most common adjustments include: owner compensation normalisation (where founders pay themselves below or above market salary); one-off legal or advisory costs; market expansion investments; non-recurring R&D expenditure; and non-operational income. Adjustments can move EBITDA up or down — the goal is to reveal the true underlying profitability of the business, not to inflate it. All adjustments are disclosed and must be defensible to a buyer.

How far in advance should I get a valuation?

Earlier than most founders think. A valuation 12 to 24 months before you intend to sell gives you time to act on the gaps it identifies. Many of the factors that drive multiple expansion — management depth, client concentration, revenue quality — take time to improve. A valuation done six weeks before going to market can only tell you what you have; a valuation done two years out can tell you what you could have.

Does my agency need to be audited to get a valuation?

Not to get an indicative valuation, but a formal audit of at least one year is typically required by buyers as part of due diligence. Agencies that have never been audited can still be valued, but the lack of audited accounts will be a factor in buyer confidence and may affect the achievable multiple. Starting the audit process earlier rather than later is advisable.

What's the difference between enterprise value and what I actually receive?

Enterprise value is the headline number. What you receive in cash at close depends on the deal structure — the mix of upfront payment, deferred consideration, and earn-out — as well as any working capital adjustments and transaction costs. Most agency deals involve some earn-out component, linking part of the consideration to post-completion performance. Understanding deal structure is as important as understanding valuation.

How long does it take to sell a marketing agency?

Most transactions take between 6 and 18 months from initial preparation to completion. The preparation phase — financial clean-up, positioning, and CIM development — is the most important and should ideally begin 12 to 24 months before you want to transact. If you're thinking about it, the right time to start a conversation is now.

More Growth, Less Stress

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