Latest / Uphoff on Media Podcast / AI Stopped Being a Story. Now It's in Your Multiple
Transcript
- 0:01SPEAKER_00: Hey, it's Tony.
- 0:03SPEAKER_00: Most leadership teams learn what their business is worth when a buyer tells them.
- 0:08SPEAKER_00: By then, every decision that shaped that number has already been made.
- 0:13SPEAKER_00: Whether you're running a B2B business,
- 0:15SPEAKER_00: funding one or building one, part of your job is making it more valuable.
- 0:19SPEAKER_00: But value creation is a phrase most teams can't connect to the day-to-day work in front of them.
- 0:25SPEAKER_00: If there's an exit on the horizon,
- 0:27SPEAKER_00: the hard part is lining up today's decisions with that goal and that timeline
- 0:31SPEAKER_00: and making sure you're building value where buyers actually pay for it.
- 0:36SPEAKER_00: That's getting harder.
- 0:37SPEAKER_00: Growth and margin used to explain most of what these businesses were worth.
- 0:42SPEAKER_00: They explain less now.
- 0:43SPEAKER_00: This quarter, six of eight B2B categories repriced and all of them went down.
- 0:49SPEAKER_00: I built the Uphoff Value Index,
- 0:51SPEAKER_00: the UVI,
- 0:52SPEAKER_00: to close that gap,
- 0:54SPEAKER_00: to connect the decisions you make every day to the value you want to create and
- 0:58SPEAKER_00: the exit you're planning for.
- 1:00SPEAKER_00: Today's episode is the first quarterly UVI index.
- 1:05SPEAKER_00: AI stopped being a story, now it's your multiple.
- 1:09SPEAKER_00: I'll walk through what moved in each of the eight categories,
- 1:12SPEAKER_00: the two new drivers buyers are pricing, and what it means for you.
- 1:16SPEAKER_00: Okay, let's get to work.
- 1:22SPEAKER_00: Six of eight B2B categories repriced this quarter, all of them down.
- 1:26SPEAKER_00: AI exposure explains most of the move,
- 1:29SPEAKER_00: size explains the rest, and buyers now test AI defensibility before anything else.
- 1:40SPEAKER_00: The Uphoff Value Index tracks what buyers pay for B2B information,
- 1:44SPEAKER_00: marketing and technology businesses, and why it changes.
- 1:47SPEAKER_00: Each quarter,
- 1:48SPEAKER_00: this report shows what moved and what it means if you're building,
- 1:51SPEAKER_00: running, or funding one.
- 1:53SPEAKER_00: Bit of background first, what the UVI is and who it's for.
- 1:57SPEAKER_00: What it is,
- 1:58SPEAKER_00: the Uphoff Value Index is a valuation benchmark for B2B information,
- 2:02SPEAKER_00: marketing, and technology businesses.
- 2:04SPEAKER_00: It starts where a buyer starts with an EBITDA multiple range for each of
- 2:09SPEAKER_00: the eight categories,
- 2:10SPEAKER_00: then estimates where a company It sits in that range based on three key factors.
- 2:15SPEAKER_00: Growth and margin read together, so strength in one can offset the other.
- 2:19SPEAKER_00: Revenue per employee measured against the category's own peers.
- 2:23SPEAKER_00: And protection against AI disruption, which is a new factor this quarter.
- 2:28SPEAKER_00: The eight categories tracked are B2B Media,
- 2:32SPEAKER_00: Media and Events,
- 2:33SPEAKER_00: Business Intelligence, Data,
- 2:35SPEAKER_00: Marketing Services,
- 2:36SPEAKER_00: MarTech and AdTech, Demand Generation and Content Syndication, and B2B Events.
- 2:43SPEAKER_00: What it's built on,
- 2:44SPEAKER_00: there's three sources,
- 2:45SPEAKER_00: disclosed M&A transactions,
- 2:47SPEAKER_00: the trading multiples of a fixed set of public companies in each category,
- 2:51SPEAKER_00: and research from the advisors who run these sales processes.
- 2:55SPEAKER_00: This quarter,
- 2:56SPEAKER_00: that includes Collingwood's 2026-27 market report,
- 3:01SPEAKER_00: a survey of about 100 active acquirers across information, media,
- 3:05SPEAKER_00: and events,
- 3:06SPEAKER_00: and the source of the deal counts and buyers in the findings in this report.
- 3:10SPEAKER_00: The ranges are checked every quarter and fully reset at least once a year.
- 3:15SPEAKER_00: A range only moves when the evidence moves it by a half turn of EBITDA or more,
- 3:19SPEAKER_00: so a company's number changes when the market does, not when a stock has a bad week.
- 3:24SPEAKER_00: The UVI Review Panel,
- 3:26SPEAKER_00: a group of operators,
- 3:27SPEAKER_00: investors,
- 3:28SPEAKER_00: investment bankers,
- 3:29SPEAKER_00: and industry analysts who work across these categories,
- 3:32SPEAKER_00: reviews every update before it ships.
- 3:35SPEAKER_00: How you can use it.
- 3:36SPEAKER_00: The Uphoff Advisory Client Tool pairs that estimate with a diagnostic of
- 3:42SPEAKER_00: the five value drivers that build what a business is worth over time.
- 3:46SPEAKER_00: They are revenue quality,
- 3:47SPEAKER_00: market position, operational leverage, leadership depth, and exit readiness.
- 3:53SPEAKER_00: This quarter's ranges,
- 3:54SPEAKER_00: the new AI protection score and revenue per employee for every category,
- 3:59SPEAKER_00: go live in the client tool on uphoffadvisory.com later this month.
- 4:04SPEAKER_00: Who this is for?
- 4:06SPEAKER_00: Operators running these businesses, investors funding them, and founders building them.
- 4:10SPEAKER_00: As I argued in the post, how much is my business worth is the wrong question.
- 4:14SPEAKER_00: The exit multiple is a report card on decisions made years earlier.
- 4:19SPEAKER_00: I've been CEO of five businesses, each one a turnaround or a transformation.
- 4:23SPEAKER_00: Every time the value the next owner paid for was built or spent long
- 4:28SPEAKER_00: before anyone talked about a sale.
- 4:30SPEAKER_00: Most leadership teams learn what their business is worth when a buyer tells them.
- 4:34SPEAKER_00: I built the UVI to show them while there's still time to change it and
- 4:37SPEAKER_00: to line up today's decisions with the value they want to create and
- 4:41SPEAKER_00: the exit they're planning for.
- 4:43SPEAKER_00: Because every decision has a multiple.
- 4:48SPEAKER_00: Okay, let's get into the details.
- 4:51SPEAKER_00: Q3, 2026, six of eight categories repriced.
- 4:54SPEAKER_00: The dividing line is AI exposure at the revenue line.
- 4:57SPEAKER_00: Data, B2B media, and MarTech fell because AI is already visible in their revenue.
- 5:02SPEAKER_00: Business intelligence held its ceiling because buyers keep paying for the data AI needs.
- 5:09SPEAKER_00: The deal counts agree.
- 5:10SPEAKER_00: Information deals rose 88% in the first half of 2026 from 51 to 96 and event deals rose 31%.
- 5:19SPEAKER_00: Media deals fell 46% from 54 to 29.
- 5:24SPEAKER_00: Size now shows up in price.
- 5:25SPEAKER_00: The year's headline deals carry a scale premium most businesses in these categories won't see.
- 5:30SPEAKER_00: So two ranges move down to price the lower middle market.
- 5:35SPEAKER_00: And AI defensibility has become the gate.
- 5:38SPEAKER_00: Buyers test it before they look at growth or margin.
- 5:41SPEAKER_00: On average,
- 5:42SPEAKER_00: 60% of the sale processes buyers entered never close,
- 5:45SPEAKER_00: and more of them now and quietly before launch.
- 5:50SPEAKER_00: Where AI reached the revenue line, the multiple followed.
- 5:54SPEAKER_00: In the data category,
- 5:55SPEAKER_00: in July,
- 5:56SPEAKER_00: the debate about contact and intent data was whether
- 5:59SPEAKER_00: the market had priced AI disintermediation too early Zoom Info's second quarter
- 6:04SPEAKER_00: settled it,
- 6:05SPEAKER_00: revenue up 1.2%,
- 6:07SPEAKER_00: a full-year outlook that still points to a decline of about 3%,
- 6:12SPEAKER_00: a $650 million impairment, and the stock down about two-thirds in a year.
- 6:17SPEAKER_00: Buyers have stopped discounting a future threat and started discounting revenue
- 6:20SPEAKER_00: that no longer grows.
- 6:22SPEAKER_00: Zoom Info's 35% adjusted operating margin doesn't earn premium on a flat top line.
- 6:28SPEAKER_00: I looked at what that means for go-to-market data businesses in last Monday's post,
- 6:33SPEAKER_00: B2B marketing is driving forward, looking backward.
- 6:37SPEAKER_00: The B2B Media category,
- 6:39SPEAKER_00: the category's best public reference point used to be TechTarget with margins north
- 6:44SPEAKER_00: of 30% before the Informa combination.
- 6:47SPEAKER_00: Informa TechTarget now runs 10% to 13% margin on revenue down 3%,
- 6:53SPEAKER_00: and it has written off nearly $1 billion of goodwill since the start of 2025,
- 6:59SPEAKER_00: including $45 million in the first quarter of this year.
- 7:04SPEAKER_00: Buyers value digital media businesses with $5 to $10 million of EBITDA at 6.5
- 7:10SPEAKER_00: to 9.5 times EBITDA.
- 7:13SPEAKER_00: Advertising-led media lost its best argument for a higher multiple.
- 7:17SPEAKER_00: The value hasn't left the category, however.
- 7:19SPEAKER_00: It's moving to the businesses that turn an audience into data a buyer can use.
- 7:24SPEAKER_00: Media companies with real data revenue already price that way and they belong in
- 7:29SPEAKER_00: the business intelligence category.
- 7:33SPEAKER_00: Martech and AdTech, the ceiling move because the company holding it up move.
- 7:37SPEAKER_00: The Trade Desk set the top of this range for years
- 7:40SPEAKER_00: and now trades around six times EBITDA with the stock down three quarters in a year.
- 7:45SPEAKER_00: Zeta Global growing 44% trades around 19 times forward EBITDA,
- 7:50SPEAKER_00: but a single company growing at that rate is an outlier.
- 7:54SPEAKER_00: Credio's falling revenue marks the floor.
- 7:56SPEAKER_00: In this category, growth is the multiple and very few businesses have it.
- 8:02SPEAKER_00: Intelligence held its ceiling.
- 8:03SPEAKER_00: In events, scale is what gets paid.
- 8:06SPEAKER_00: Business Intelligence, two strategic buyers paid up for data that AI agents need.
- 8:12SPEAKER_00: Publicist for LiveRamp at about 12.3 times forward adjusted EBITDA and Nielsen
- 8:17SPEAKER_00: for DoubleVerify at about $2.15 billion.
- 8:22SPEAKER_00: DoubleVerify's growth had slowed to under 3%, so the low end of the range widened.
- 8:26SPEAKER_00: Proprietary data still commands a premium.
- 8:29SPEAKER_00: Slow growth still costs you even when the data is good.
- 8:33SPEAKER_00: Events, Emeril,
- 8:35SPEAKER_00: Closer Steel and Hive priced at an estimated 11 to 14 and a half times EBITDA in
- 8:40SPEAKER_00: the same handful of private equity firms is now buying event businesses
- 8:44SPEAKER_00: from each other.
- 8:45SPEAKER_00: That's what scarcity looks like at the top of a market.
- 8:49SPEAKER_00: Most event businesses aren't at the top.
- 8:51SPEAKER_00: Buyers value organizers with $5 million to $10 million of EBITDA at 9 to 12.5 times
- 8:57SPEAKER_00: for trade shows and 6 to 9.5 times for conferences.
- 9:01SPEAKER_00: And the largest buyers are already refusing to look at anything under $2
- 9:05SPEAKER_00: to $3 million of EBITDA unless it fits closely with what they already own.
- 9:10SPEAKER_00: The demand for events is real.
- 9:12SPEAKER_00: An agent can't replicate a room full of decision makers.
- 9:15SPEAKER_00: The UVI range moved down from 10 to 16 times to 8 to 14 to price the businesses
- 9:21SPEAKER_00: that most operators actually run.
- 9:25SPEAKER_00: In services, the spread inside the range is the story.
- 9:28SPEAKER_00: Demand generation and content syndication.
- 9:31SPEAKER_00: No new disclosed transaction this quarter.
- 9:33SPEAKER_00: Public comps and private market buyer conversations point the same way.
- 9:37SPEAKER_00: Demand generation and sponsorship businesses owned by media companies trade at 6.5
- 9:41SPEAKER_00: to 10 times EBITDA.
- 9:43SPEAKER_00: Two things hold that pricing down.
- 9:45SPEAKER_00: The hangover from the pandemic boom,
- 9:47SPEAKER_00: when event budgets move to leads and then move back,
- 9:50SPEAKER_00: and a flood of low-cost lead providers that has taught buyers
- 9:53SPEAKER_00: to discount lead quality across the category.
- 9:56SPEAKER_00: The top of the 7 to 12 time range comes from the exception, and the exception is real.
- 10:01SPEAKER_00: Intent-led businesses with recurring revenue that can show which accounts are
- 10:06SPEAKER_00: in market and prove the return are starting to pull away from media pricing.
- 10:10SPEAKER_00: My read,
- 10:11SPEAKER_00: the market is two to three years from treating that revenue as subscription-like
- 10:17SPEAKER_00: and pricing it that way.
- 10:19SPEAKER_00: Full disclosure, I am a board advisor to Pipeline 360, which competes in this category.
- 10:24SPEAKER_00: Marketing services.
- 10:25SPEAKER_00: The range held it 8 to 14 times.
- 10:27SPEAKER_00: What changed is how buyers place a firm inside it.
- 10:31SPEAKER_00: The holding companies set the ceiling for generalists.
- 10:33SPEAKER_00: Omnicom trades at about 7.8 times EBITDA,
- 10:37SPEAKER_00: which limits what the biggest buyers can pay for an agency
- 10:39SPEAKER_00: that looks like what they already own.
- 10:42SPEAKER_00: The premium goes to firms that don't look like that.
- 10:44SPEAKER_00: The average agency does about $163,000 of revenue per employee.
- 10:49SPEAKER_00: The median public software company does about $395,000.
- 10:54SPEAKER_00: Agentic workflows are closing that gap one firm at a time and buyers pay for
- 10:59SPEAKER_00: the firms that close it.
- 11:01SPEAKER_00: Take two agencies with identical P&Ls, $11 million of revenue, $2 million of EBITDA, 15% growth.
- 11:08SPEAKER_00: One runs with 68 people, the other with 40.
- 11:11SPEAKER_00: Last quarter, the index valued both at 9.8 times.
- 11:15SPEAKER_00: Now the 40-person firm is worth 10.3 times, about 1 million more on the same earnings.
- 11:21SPEAKER_00: Services is where the gap is widest and where it will reprice firms fastest.
- 11:27SPEAKER_00: Revenue per employee now moves the multiple.
- 11:30SPEAKER_00: Revenue per employee is the cleanest single read on whether technology
- 11:33SPEAKER_00: or headcount is doing the work.
- 11:35SPEAKER_00: Starting this quarter,
- 11:36SPEAKER_00: the UVI measures it in all eight categories,
- 11:39SPEAKER_00: each against its own public peers because the bar isn't the same everywhere.
- 11:43SPEAKER_00: Listed B2B media companies Fund about 260,000 to 370,000 per employee.
- 11:46SPEAKER_00: Research and advisory firms about $280,000 to $320,000.
- 11:49SPEAKER_00: And MarTech and AdTech platforms around 390,000 to 780,000.
- 12:00SPEAKER_00: A firm at its category's baseline gets no adjustment.
- 12:03SPEAKER_00: A firm approaching the top of its peer range earns a full turn of EBITDA
- 12:07SPEAKER_00: and one well below takes a discount.
- 12:10SPEAKER_00: A B2B media business doing $333,000 per employee picks up more than a half turn,
- 12:16SPEAKER_00: about $1.7 million on $3 million of EBITDA.
- 12:22SPEAKER_00: Growth and margins set the multiple.
- 12:24SPEAKER_00: AI defensibility decides whether you get one.
- 12:27SPEAKER_00: For years,
- 12:28SPEAKER_00: growth plus margin explained most of the difference
- 12:30SPEAKER_00: in what these businesses were worth.
- 12:32SPEAKER_00: It explains less now.
- 12:34SPEAKER_00: Companies with similar growth and similar margins are trading far apart,
- 12:38SPEAKER_00: and the gap comes down to how defensible they are against AI.
- 12:41SPEAKER_00: In Collingwood's survey of about 100 buyers,
- 12:45SPEAKER_00: 91% called the AI resilience of the business model essential or important.
- 12:50SPEAKER_00: 86% of buyers said the same of the end market and 74% of a direct relationship with
- 12:57SPEAKER_00: the customer.
- 12:58SPEAKER_00: Buyers now sound out businesses six to 12 months before a sale and 60%
- 13:03SPEAKER_00: of processes never reach a close.
- 13:06SPEAKER_00: So starting with this quarter's update,
- 13:08SPEAKER_00: the UVI Scores AI Defensibility AI Disruption Protection asks four questions
- 13:14SPEAKER_00: of every business in every category.
- 13:16SPEAKER_00: Number one, substitution.
- 13:18SPEAKER_00: Could AI reproduce what customers pay you for?
- 13:21SPEAKER_00: Number two, customer exposure.
- 13:22SPEAKER_00: How exposed is your customer's own business to AI?
- 13:26SPEAKER_00: Number three, relationship ownership.
- 13:29SPEAKER_00: Do you own the customer relationship or rent it from search and other platforms?
- 13:33SPEAKER_00: And number four, data mode.
- 13:36SPEAKER_00: Is your data hard to recreate and build into how customers work?
- 13:40SPEAKER_00: The adjustment is deliberately uneven.
- 13:43SPEAKER_00: A well-protected business earns up to a full turn of EBITDA and exposed one loses up
- 13:47SPEAKER_00: to a turn and a half because buyers treat AI defensibility as a gate,
- 13:51SPEAKER_00: not a sliding scale.
- 13:53SPEAKER_00: Two data businesses with identical P&Ls show the effect.
- 13:56SPEAKER_00: Five million of EBITDA, 5% growth, a 20% margin.
- 14:00SPEAKER_00: The one buyers believe is protected is worth 5.6 or 28 million.
- 14:05SPEAKER_00: The one they think AI can route around is worth four times your 20 million.
- 14:09SPEAKER_00: And it may never get a process started.
- 14:12SPEAKER_00: What this means if you're running, funding, or building one.
- 14:15SPEAKER_00: If you're running one, find your category and be honest about where you sit in it.
- 14:19SPEAKER_00: The market stopped paying for margin without growth this quarter.
- 14:22SPEAKER_00: If your margin is strong, your growth is flat.
- 14:24SPEAKER_00: It's no longer a premium story.
- 14:26SPEAKER_00: Fix the growth before you plan a process.
- 14:28SPEAKER_00: Work through the four AI questions before anyone calls
- 14:31SPEAKER_00: because buyers form their view on AI early and most processes never close.
- 14:36SPEAKER_00: Then track revenue per employee and cash conversion with the same discipline as EBITDA.
- 14:41SPEAKER_00: Buyers already are.
- 14:43SPEAKER_00: If you're funding one, the discounts in data and media aren't automatically opportunities.
- 14:48SPEAKER_00: Some of these businesses are cheap for a real reason.
- 14:51SPEAKER_00: Underwrite the revenue line and the cash it actually produces.
- 14:54SPEAKER_00: Ask for revenue for employee before you ask for EBITDA in every category.
- 14:58SPEAKER_00: And benchmark it against the right peers.
- 15:01SPEAKER_00: And watch the gap between public and private prices.
- 15:04SPEAKER_00: Listed information companies are down 20% to 30% from their late 2025 peak.
- 15:10SPEAKER_00: Private values are the best assets have held and historically
- 15:14SPEAKER_00: the private market follows with a lag.
- 15:18SPEAKER_00: If you're building one, Build where the multiple holds.
- 15:22SPEAKER_00: Proprietary data an agent needs and can't scrape,
- 15:24SPEAKER_00: experiences an agent can't replicate,
- 15:26SPEAKER_00: or a services model where each person carries software level revenue.
- 15:31SPEAKER_00: Own the customer relationship from day one because renting it from search
- 15:35SPEAKER_00: and other platforms is now a discount.
- 15:38SPEAKER_00: And build toward the size buyers will look at.
- 15:40SPEAKER_00: Below two to three million of EBITDA your value depends on finding a very specific buyer.
- 15:45SPEAKER_00: So knew who that buyer is.
- 15:48SPEAKER_00: The market isn't guessing about AI anymore.
- 15:51SPEAKER_00: It's reading the revenue line.
- 15:53SPEAKER_00: Make sure yours says what you think it does.
- 15:58SPEAKER_00: Well, that's it for this episode.
- 16:00SPEAKER_00: If you'd like to study the sources and methodology,
- 16:03SPEAKER_00: please visit upoffonmediaatsubstack.com and you can see all the sources and
- 16:09SPEAKER_00: the methodologies.
- 16:11SPEAKER_00: Well, that's it for this episode.
- 16:12SPEAKER_00: If you found this useful, please do one thing.
- 16:14SPEAKER_00: Follow the Uphoff on Media podcast on Apple or Spotify and leave a rating.
- 16:18SPEAKER_00: It's the single best way to help another operator find this.
- 16:22SPEAKER_00: I'm Tony Uphoff, back at it next week.