Part 3/3 - 3 operational risks buyers often ignore
Financials matter. But a business can look good financially and still be fragile operationally. Before getting involved in a business, I would check these 3 areas carefully. 1. Backlog shows the future Past revenue tells you what already happened. Backlog tells you what is coming. A company can show stable historical revenue, but if the current backlog is much lower than last year, the decline may not have hit the financial statements yet. This is especially important in construction, industrial services, and B2B companies. What to ask for: Current backlog, backlog from the same date in prior years, active bids, and bid-to-contract conversion rate. What to watch: If the current backlog is only 40% of what it was last year, you may be buying a future revenue problem. 2. Owner dependence can turn the acquisition into a job Ask two simple questions: Can the owner leave for 3 weeks without revenue being affected? Do the top clients have a relationship with the team, or only with the owner? If the business depends heavily on the owner, you are not buying a machine. You are buying a job with extra risk. That doesn’t mean it’s a bad deal. But the price, structure, and transition terms need to reflect it. What to ask for: Org chart, roles, key employee list, customer relationship map, and seller transition plan. What to watch: If the seller refuses to let you speak with key employees before closing, ask why. 3. The commercial lease can make or break the business For location-dependent businesses, the lease is not a detail. It is part of the foundation. Restaurants, retail shops, garages, clinics, workshops, and local service businesses can be heavily exposed to lease risk. What to ask for: The full lease agreement and all amendments. What to watch: How much time is left on the lease? Are there renewal options? Can the lease be transferred? Are there rent increases coming? Are there demolition or repossession clauses? Have a commercial real estate lawyer review the lease before signing the LOI.