Search fund red flag: customer concentration

searcher profile

November 01, 2016

by a searcher from Duke University - The Fuqua School of Business in Madrid, Spain

The search fund model works well with stable companies. Consistent growth, unlikelihood of technology disruption, good reputation, lack of large competitors, etc. Customer concentration is a clear red flag because it means that the company depends on a few customers.

When a company has customer concentration, the searcher should do at least 2 analysis:

1.- What is the relationship with these clients?

2.- How stable are these clients?

If the business depends on a few clients, the searcher needs to take a close look at them. How are their financials? How strong is their competitive advantage?

They become almost an extension of the company and they must be analyzed as such.


Final thoughts

Even if the results of the above analysis are great, the fact of having customer concentration is still a red flag. To mitigate it, a searcher can try to offer a price that reflects this risk or get the owner to fix the problem. However, the owner will be reluctant to do this, especially if he is already actively trying to sell the business. And even if he achieves to reduce customer concentration, he would need do it by increasing revenues from other clients and the valuation of the company would go up.

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commentor profile
Reply by a lender
in Yorba Linda, CA, USA
Good thoughts here. As a lender, we would agree that customer concentrations are a big risk. Another possible way to mitigate it, would be to build a second seller note around the risk. The note would need to be large enough to cover the enterprise value of the concentration revenue. Put this note on stand-by for 1-2 years, and if the customer is not retained at the end of the stand-by period, this note is discounted. If the customer is retained, the note begins amortizing. This gives the seller the price he desires, but he does not get paid for the concentration until such time that it is proven to have been retained by buyer. Also, this incentivizes seller to help the buyer retain the customer relationship.
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Reply by an investor
from University of Southern California in Boston, MA, USA
How much concentration is too much? One or a few large customers is fairly common. Aerospace and Defense contractors often have just about 1 ultimate customer, right? Though they are generally regarded as the most stable customer in the world...
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