Why Customer Concentration Impacts a Business Sale Transaction
Few owners recognize the major impact that customer concentration has on the sale of their business. Customer concentration represents a significant obstacle and will affect the salability, valuation, and deal structure of a business-for-sale transaction. Not only will it create problems in qualifying buyers but it will impact the ability for any prospective purchaser to obtain third party financing to complete the acquisition. Determining if customer concentration is present in an enterprise is a critical element of the succession planning process.
Customer concentration is a situation when one customer represents a significant portion of revenues or when the business has a very small customer base. Based upon the expert one consults, the exact percentage for a concentration to exist varies. In most cases it is recognized when one customer represents more than 10% of sales or when the top five customers comprise greater than 25% of a company’s revenue. In either situation, a huge risk is created from the lack of diversification and steps to mitigate it should be taken years in advance of a planned business exit.
When evaluating a business sale it is important for an owner to recognize that their client base has a significant impact on the enterprise value of the company. A broad and diverse base of customers where there are a large number of clients contributing to the business’ revenue will achieve a higher transaction value as it reduces the risk that a sizable decrease in earnings will occur if any one customer is lost or a particular industry segment that the business serves encounters economic distress.
In addition to a lower sales price, businesses with customer concentration issues are more difficult to market for sale. For main street business transactions (those with adjusted earnings of less than $2mm) third party financing is used in the majority of cases. Businesses with high levels of customer concentration are very difficult to get financed. Lenders may provide only partial financing, offer sub-optimal terms, or decline the loan altogether. In situations where third party financing is not available, the pool of available buyers is significantly restricted and the terms of a deal could be heavily weighted on a contingent earn-out based on retaining the revenues derived by the largest customers. “Typically we want no customer concentration over a 10% level when considering financing an acquisition. Higher levels are possible with much more explanation and supporting documentation but remain a major concern” states Steve Mariani, President of Diamond Financial Services.
Lastly, customer concentration will have a direct impact on the deal structure for the business sale transaction. Buyers will strive to bridge the customer concentration risk through a variety of delayed ‘performance based’ financing methods. For example: Assume both parties agree on a transaction price of $900,000 based upon $300,000 of adjusted earnings (a 3x multiple). If the key account in question represents $75,000 of the $300,000 this would represent $225,000 of the transaction price. A buyer will strive to isolate the $225,000 component to ensure that revenue is maintained post sale. After a period of 12 months, if the customer and income are still in place the seller would receive the funds. If the identified client and corresponding revenue was lost during this period, a pricing adjustment would be made.
In situations where the buyer is unable to obtain transaction financing due to customer concentration issues, the seller might have to accept a “contingent earn-out” for the revenues derived from the largest customers, or worse, they may also have to finance a major portion of the “non-contingent purchase price” negotiated with buyers.
Contingent payouts could be structured in a variety of methods:
Earn-Out:
Earmark part of the purchase price with payments made over a period of time contingent upon the retention of specific customers or achieving specific revenue targets.
Escrow:
A percentage of the acquisition price will be held in an escrow account for a specified time.
Seller-Financing:
The seller would be responsible for financing a major portion of the purchase price through a seller note. The seller note could be structured with contingencies for revenues derived from the largest customers.
With any of these deal structuring techniques, the seller cannot be expected to guarantee the revenue in perpetuity and if the transaction price is based upon retaining one or more key customers, the seller may require more active involvement in maintaining the client relationship during the term of the agreement. Obviously, this brings an additional complexity to the transaction.
In most cases, buyers will look to discount the amount they are willing to pay for a business (with high customer concentration) unless they receive assurances that the risk is low. While the obvious strategy to reduce customer concentration risk is to diversify and increase the business customer base, there are a number of situations where customer concentration either does not pose a significant risk or could be mitigated.
Customer Contracts:
Having a contract in place will not eliminate all of the risk of losing a key customer, but it will provide the buyer with security that the revenue and profits will continue after a change in ownership takes place. When customer contracts are involved, the ability to assign or transfer will be important to understand. In many cases, a stock sale vs. asset sale is elected to preserve these contracts.
Barriers to Entry or Exit:
Businesses could have intellectual property, product expertise, or patents that create competitive advantages barring competition. Others are located in geographically remote areas where the supply benefits discourage customers from changing the relationship. Lastly, there could be significant capital requirements for manufacturing and tooling or agency approvals (pharmaceutical or government contracting industry) that creates a barrier to entry from potential competitors.
Providing a Variety of Products and/or Services:
Having a broad relationship with a key customer where the relationship is not based solely on one product, one location, and one individual decreases the risk that a singular change will fundamentally impact the future revenue stream and continuity of the account.
Economies of Scale or Synergies:
The acquisition may be pursued by a strategic buyer where they are bringing new products/services to the enterprise, a broader geographic distribution footprint, or economies of scale in production. Any of these elements would assist in reducing the concentration of revenue risk that an identified key client would represent to the future organization.
Summary
Businesses which have high levels of customer concentration are inherently risky and it is important for the owner to appreciate this concern from the perspective of a potential acquirer. Ultimately, the buyer seeks only to retain the customers which have contributed to the success of the business and are factored in the valuation and transaction price. From the position of a buyer a few logical questions and concerns would be:
- How does the value of the company change if a customer representing 10% or more of revenue and/or profits is lost in the first year?
- How easy would it be for the client representing the customer concentration concern to leave the business?
- What unique situations exist within the business to preserve the customer relationship in the years ahead?
- What are the logical steps and corresponding costs to mitigate the customer concentration risk?
- How do I achieve a win-win transaction? Protecting me, the buyer, against the risk of a near term revenue loss while providing the seller with the proper remuneration for the fair market value of their business?
While the risk may not be able to be totally eliminated, there are a number of situations where customer concentration is more palatable and a proper explanation should be provided to the buyer at the earliest opportunity. Getting out in front of this potential challenge is critical to achieve a win-win deal. When good communication exists, and two fair and reasonable parties are at the table, there are a number of structuring options available, when necessary, to mitigate the risk and negotiate a fair and reasonable transaction price. Obviously, the best approach for a prospective business seller would be to develop and implement plans to reduce any customer concentration elements years in advance of a business exit. Eliminating this type of risk is just sound advice for any small business owner regardless of whether a sale is contemplated.
