Why it matters
When one customer accounts for a large share of revenue, that customer holds much of the value you are buying. If they leave, buy less or push prices down after the sale, profit falls faster than revenue, because many of the business's costs stay the same.
Here is a fictional example. Cobbleworth Components has revenue of $2,000,000 and SDE of $400,000. Its largest customer buys $600,000 a year, 30% of revenue, at a gross margin of 40%. Losing that customer removes $240,000 of gross profit, which is 60% of SDE, before any savings.
A large customer also has bargaining power, and a change of owner is a natural moment for them to review suppliers or ask for better terms. Lenders know this, and may lend less or want more of the price deferred.
Loupe's valuation tool reduces the multiple once the largest customer reaches 10% of revenue. At its starting settings the reduction is 5% for a share of 10% to 25%, 15% for 25% to 50%, and 25% above 50%, so the fictional business above would take a 15% reduction. This page uses 20% as the point where the risk needs its own questions, because above that level losing one relationship can change the business rather than just the year. The adjustment is indicative. A long contract, many buying sites and a relationship held by several staff reduce the risk. A relationship held personally by the owner increases it.
The customer concentration guide covers ways to share the risk with the seller, such as an earn-out linked to the customer staying.
Seller's discretionary earnings (SDE)
Seller's discretionary earnings is the yearly financial benefit a business gives one full-time working owner, before financing costs, non-cash charges and one-off spending.
Gross margin is revenue minus the direct cost of what a business sells, shown as a percentage of revenue. It shows how much each sale contributes towards overheads and profit.
An earn-out is part of the purchase price paid only if the business meets agreed targets after the sale. It can bridge a gap between the seller's price and the buyer's view of the evidence.
How to spot it
Listings rarely state it directly. Ask for revenue by customer for three years, ranked, and work out the largest customer's share and the share of the top five combined. Clues before you get there:
- Phrases such as "long-standing key accounts" or "major national clients" with few names behind them.
- A business-to-business company with a small team and high revenue per customer.
- Receivables dominated by one or two balances.
- Several accounts that belong to the same group, which should be counted as one customer.
- A distributor or platform that orders on behalf of many end customers but decides what it buys.
Questions to ask the seller
- What share of revenue did each of your top ten customers represent in each of the last three years?
- Is there a written contract with the largest customer, when does it end, and can they end it early or on a change of ownership?
- Who holds the relationship: you, a member of staff or several people?
- When were prices last renegotiated, and who started the conversation?
- Does the customer know about the sale, and how do you expect them to react?
- Would you accept part of the price as an earn-out linked to the customer staying?
Documents to request
- Revenue by customer for three years, with customers in the same group combined
- Contracts, framework agreements or standing purchase orders with the top five customers
- The aged debtors (receivables) report
- Correspondence about pricing, tenders or supplier reviews with the largest customer
- Credit notes, rebates and volume discounts given to the largest customers
- Any supplier scorecards or performance reviews the largest customer has issued