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How much does customer concentration reduce a small business's value?

Turn the customer into profit, weight the two outcomes, then find the price at which the loan still gets paid if the customer leaves.

Customer concentration reduces value through profit, not revenue: price the business on its EBITDA with and without the customer, weight the two by the chance the customer leaves, then check that the loan survives the loss. A customer worth 30 per cent of revenue carries 67.5 per cent of a 600,000 EBITDA; at a 25 per cent chance of losing it, a 2,100,000 asking price becomes 1,785,000, a 15.0 per cent discount. And the price at which the debt still gets paid without that customer is lower again: 1,646,884.

Worked in full in Buying a Small Business by Julian R. Sterling, with every figure reproduced in a free workbook.See the book on Amazon →

Brokers and buyers often talk about concentration as a percentage of revenue and a haircut on the multiple. Both understate the problem. The lost customer takes its whole contribution with it, while most of the fixed costs stay behind, and the loan payments do not change at all.

The assumptions

An illustrative service business with one large customer. All figures fictional.
InputValue
Revenue3,000,000
Largest customer's revenue (30%)900,000
Contribution margin on that customer (revenue less labour, materials, direct costs)45%
Fixed costs avoidable if it leaves (a dedicated supervisor)45,000
Adjusted EBITDA (20% margin)600,000
Asking multiple of EBITDA3.5x
Probability the customer does not renew at its year-two renewal25%
Debt: 90% of price, 10.5% over 10 years, monthlyannual constant 16.19%

The calculation, step by step

Step 1: the customer's share of profit. Its contribution is 900,000 times 45 per cent, 405,000: 67.5 per cent of EBITDA from 30 per cent of revenue. That is the number to put in front of a lender, not the 30.

Step 2: EBITDA without the customer. Remove the contribution and add back only the fixed costs that genuinely go with it.

EBITDA without the customer = 600,000 − 405,000 + 45,000 = 240,000

The business loses 60.0 per cent of its profit. At the same 3.5x it would be worth 840,000.

Step 3: the probability-weighted price.

Weighted EBITDA = 75% × 600,000 + 25% × 240,000 = 510,000

Price = 510,000 × 3.5 = 1,785,000, a discount of 15.0% (315,000)

Excel: =(1-pLoss)*EBITDA+pLoss*(EBITDA-CustRev*CM+Avoid), times the multiple.

This simplification treats the loss as permanent from day one; with the renewal two years out, the buyer keeps the profit for two years first, which a full cash flow model would credit. It does not change the next step, which is the one that ruins buyers.

Step 4: does the loan survive the loss? At the asking price the buyer borrows 1,890,000 and pays 306,033 a year.

Debt service cover at the asking price of 2,100,000.
CaseEBITDADebt serviceCover
Customer renews600,000306,0331.96x
Customer leaves240,000306,0330.78x

Without the customer the buyer funds 66,033 a year from personal cash, before capital expenditure and tax, on a loan they have personally guaranteed. The price at which the loss case still covers debt service exactly once:

Survivable loan = 240,000 / 16.19% = 1,482,195; survivable price = 1,482,195 / 90% = 1,646,884, or 2.74x the full EBITDA

The result

Three prices for one business: 2,100,000 asked; 1,785,000 on the expected profit; 1,646,884 if the buyer wants to be able to pay the bank without the customer. A lender sizing on the full 600,000 at 1.25x would lend against a price as high as 3,293,767, so bank approval is no comfort: the bank's test is on the year it sees, not the year after the renewal.

The gap is a structuring problem as much as a price problem. Paying 1,785,000 at closing and 315,000 contingent on the customer renewing gives the seller the full 2,100,000 if the seller is right about the relationship, and means the buyer pays nothing for the lost profit if the seller is wrong. It does not by itself make the loan safe: debt sized on a 1,785,000 closing payment still exceeds the loss case's capacity, so the closing payment has to come down towards 1,646,884, or the contingent part has to grow, for the buyer to stay current with the bank without the customer.

What if: the probability and the share

Price at 3.5x by probability of losing the customer.
Probability of lossWeighted EBITDAPriceDiscount
10%564,0001,974,0006.0%
25%510,0001,785,00015.0%
40%456,0001,596,00024.0%
By the customer's share of revenue, 25 per cent probability of loss, avoidable cost scaled with the share.
Share of revenueShare of EBITDAEBITDA without itWeighted priceSurvivable price
15%33.8%420,0001,942,5002,882,046
30%67.5%240,0001,785,0001,646,884
45%101.2%60,0001,627,500411,721

At 15 per cent of revenue the survivable price sits above the asking price, so concentration is a pricing question only. At 30 per cent it binds. At 45 per cent the customer carries more than the whole profit, and no leveraged price is safe: the discount on expected profit, 22.5 per cent, badly understates the risk to an indebted buyer.

The common mistake

Cutting the multiple by a rule of thumb on the revenue share, say half a turn for 30 per cent. That gives 3.0x and 1,800,000, close to the weighted price, and it would pass a casual review. But it answers the valuation question and not the financing one: at 1,800,000 the loss case still covers debt service only 0.91x. The concentration test has to be run on the loan as well as on the price; the cover calculation itself is set out in what purchase price a 1.25x DSCR supports on an SBA loan.

Takeaway

Translate the customer into profit, price the business with and without it, and test the debt on the "without" case: 1,785,000 on expected profit and 1,646,884 to stay current with the bank, against 2,100,000 asked. Bridge the difference with a payment contingent on renewal. The free workbook for this case lets you remove a concentrated customer from a full acquisition model with one input.

Questions readers ask

What percentage of revenue counts as customer concentration?

A common rule of thumb flags any customer above 10 to 15 per cent of revenue, but the share of profit matters more. In the illustrative case a customer at 30 per cent of revenue and a 45 per cent contribution margin is 67.5 per cent of EBITDA, because most fixed costs stay when it leaves. At 45 per cent of revenue it would carry 101.2 per cent of the profit.

How do you structure a deal around a concentrated customer?

Pay less at closing and make the balance contingent on the customer renewing, through an earn-out or a seller note that is forgiven if the customer leaves. Here 1,785,000 at closing and 315,000 on renewal gives the seller the full 2,100,000 if the relationship holds. To keep the bank paid if the customer leaves, the closing payment would need to fall to about 1,646,884, with more of the price contingent.

Why can a bank approve a loan that fails if the main customer leaves?

Because the lender tests cover on current earnings. On 600,000 of EBITDA the business covers debt service 1.96 times at a 2,100,000 price, comfortably above 1.25. Without the customer EBITDA is 240,000 and cover falls to 0.78, leaving the guarantor to fund 66,033 a year.

Read the whole case

This article is one calculation from Buying a Small Business. The book takes the same case from first principles to the decision, chapter by chapter, and every figure it prints is a live formula in the free companion workbooks.

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