In the latest blog in our Dealmaker series, we discussed how revenue recognition impacts M&A transactions. As all business owners know, customers drive revenue which in turn drives the value of a target company. Accordingly, an integral piece to the sell side and buy side due diligence process is to analyze the target’s customer base. Customer due diligence assists the buyer in understanding and assessing any potential customer exposure or risks that may be experienced post-transaction. This allows the buyer to evaluate areas of concern and determine whether or not it is a deal breaker.
During customer due diligence, six areas in particular can be reviewed, analyzed and discussed with the owners and management of a target company, which are summarized below.
- Customer Revenue/Purchasing Trends and Customer Concentrations: It is important for a buyer to understand the purchasing patterns of the target company’s customer base. To do so, consider asking the following questions about the target’s top-10 customers:
- What led to a significant increase or decrease in customer purchases year-over-year?
- Did the company experience any significant one-time purchases from a customer or multiple customers?
- What does the target company expect in terms of customer purchasing trends over the next 12 to 24 months?
- What products are being sold to the customer?
- Does the target company currently have a customer concentration, both individually and/or for the top five to ten customers?
The answers to these questions can provide meaningful insight into revenue stability, customer growth opportunities and risk of post-transaction customer attrition of the business.
- Contracts: Another vital piece to the customer puzzle is determining whether the target company has contracts in place with their current top customers. The following questions are frequently addressed during the course of customer due diligence:
- What customers currently have contracts in place?
- For how long are these contracts in place?
- Do the contracts have automatic renewals or automatic expirations?
- Is the target company already in negotiations with customers regarding their respective renewals?
- Do the contracts have minimum purchase commitments included?
- What is the pricing on these contracts, and is it similar to others?
- Does the pricing change based on the amount of annual purchases?
Contract-based revenue can have a significant impact on the likelihood and reliability of revenue results post-transaction, so it is important for buyers to gain an understanding of major customer contracts of the target.
- Margins: Whether it is pricing, product/sales mix or other key factors, it is essential to review margins by customer to uncover variances and fluctuations in gross margin by customer each year. Once again, a review of the top customers of the target can provide insight. Consider addressing the following questions:
- Which customers result in the top gross margins and why?
- Are the revenue trends for the top gross margin customers increasing or decreasing over the periods analyzed?
- What will these margins look like in the next year?
- How can the buyer improve margins with lower margin customers and maintain or increase higher-margin customers?
- Does the company budget or target certain gross margins with customers?
- If the margin is too low, will the target company not sell products to certain customers?
The answers to these questions can inform the buyer of opportunities to pursue post-transaction, such as efforts to adjust product mix or pricing changes.
- Lost Customers: Analyzing the target company’s lost customers, especially top customers, is vital to ensuring the value of the customer base being acquired. Ideally, this analysis will uncover consistent customer performance (i.e., “stickiness”). However, asking tough questions about customer turnover can certainly help the buyer assess risks and opportunities in the transaction. Consider:
- Why did the target company lose a top customer?
- Did they go to a competitor?
- Was it due to pricing?
- Was it due to the quality of the products or work performed?
- Does the buyer have the ability to gain the customer back in the future?
Once again, the answers to these questions will assist the buyer in prioritizing post-transaction revenue-related activities.
- Customer Acquisition: Oftentimes, acquisitions are the result of a buyer’s desire to acquire certain key customers. As such, sellers and buyers have to ask themselves, at what price am I willing to sell or pay for the customers? If the buyer is willing to pay a premium, that premium should be evaluated against the potential risk of customer attrition post-transaction. On the other hand, the seller should analyze their ability to demand a premium for these customers.
- Customer Relationships: It is common for employees of a company to maintain relationships with key customers. Whether that is an owner, sales representative or a manager, customers tend to be loyal to that specific company representative at the target company. A buyer must determine whether or not that person will remain with the company post-transaction and what can be done to entice that person to stay on board to maintain the customer relationship. If not, what is the likelihood that the customer will remain with the new company? If the buyer is unable to retain the key employee, the buyer must determine how to backfill that lost customer, revenue and value Customer relationships are central to most business transactions, and the ability to maintain or even enhance those relationships post-transaction can unlock significant value embedded in the deal.
If you seek to acquire a business or are exploring the sale of your business, it is important to analyze the company’s customer base and determine how that customer base impacts revenue, gross margin and EBITDA. You’ll want to ensure that the financial results that support the value that you are acquiring or selling are confirmed and vetted so that you can protect and enhance that value post-close.
Do you have additional questions about customer analyses and how it relates to due diligence or other transaction advisory-related matters? Please contact Patrick Walsh, CPA, MBA, at 440-449-6800 or email@example.com.