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Selling a business

The Difference Between Buying an Income and Buying a Hope

What share of next year’s revenue is already under contract, on subscription, or from customers who reorder on a predictable cycle?

That number moves valuations more than almost anything else you could change about your company, and the reason is plain once it is said out loud. A buyer paying for recurring revenue is buying an income. A buyer paying for revenue that has to be won again next year is buying a hope, and they price hope lower.

What actually counts

Owners overstate this, usually sincerely, so it is worth being precise about what a buyer will credit.

Contracted revenue is revenue a customer is obliged to pay, for a stated term, under a document. The term and the termination rights decide what it is worth; a one-year contract terminable on thirty days’ notice is closer to monthly revenue than to a year of it.

Subscription revenue is recurring by design and is credited readily, with the whole argument then moving to churn.

Repeat revenue is customers who come back on a predictable cycle without being obliged to. This is real and it is worth something, but it is credited against evidence rather than assertion: how many of last year’s customers bought again, how that figure has moved over several years, and whether it holds across your customer base or depends on a handful of accounts.

Revenue you expect is none of the above. A pipeline, a verbal commitment, a customer who has always reordered and surely will again: a buyer’s accountants will separate these out in a week, and an earnings figure built on them does not survive.

The four questions underneath it

A buyer does not stop at the percentage. They ask how long customers stay, how diversified they are, how financially sound they are, and how they pay.

Each of those can undo the headline. Ninety percent recurring revenue concentrated in two accounts is a concentration problem wearing a subscription label. Ninety percent recurring from customers who are themselves fragile is a credit problem. And revenue that recurs but arrives sixty days late is a working capital problem that shows up in the price.

Why the contracts get read

Every significant contract gets read during the buyer’s investigation, for term, termination rights, and change-of-control consent. That is the point at which recurring revenue either confirms itself or does not.

Two things commonly surface. A term shorter than the owner described, because the renewals happened informally and nobody updated the document. And a consent clause letting the customer terminate if the company changes hands, which owners routinely do not know is there, because nobody has read the agreement since it was signed.

A clause like that, found by a buyer inside exclusivity, is a reason to cut the price, a reason to hold a piece of it back, and a reason to read every other contract you have looking for the next one. Found by your own side during preparation, it is a conversation with the customer, months before any buyer exists, that quite often ends in a signed consent and a renewal on better terms.

Converting revenue is a multi-year project

You cannot make revenue recurring in the quarter before a sale, and buyers price the last three years rather than the current one.

What does work is slow: moving customers to terms with real duration at renewal rather than all at once, building a service or support layer customers actually want to pay for annually, restructuring pricing so the predictable part is explicit, and then documenting the result consistently enough that somebody outside the company can see the pattern.

Every one of those is a change to how the business sells. None of them is a change to how the business is presented.

What it does to who can buy you

This is the second-order effect, and it is frequently larger than the multiple.

Predictable revenue is financeable revenue. A company whose income a lender will underwrite can be bought by every institutional buyer who uses debt, which is most of them, and the field of parties who can pay is what produces the price. Companies with thin recurring revenue get a narrower field, and a narrower field negotiates differently.

What getting it wrong costs

Not a discount you can see. An offer that comes in where it comes in.

The expensive version arrives later. An owner describes their revenue as largely recurring, the price is built on that description, and the buyer’s team reads the contracts and finds the terms are shorter, the renewals are informal, and a fifth of it sits with two accounts who can leave on notice. The conversation that follows is not about one clause. It is about whether the number the whole price was built on was ever right, and it happens inside exclusivity with the other credible parties already gone.

More on this: Four Reasons the Smaller Company Trades Lower, All of Them Fixable.


This is what we do. Prism Edge reads your contracts before a buyer does: what the terms actually say, where the consents are, which revenue a buyer will credit as recurring and which they will strike, and what the gap is worth. Where the gap is closeable, closing it is preparation work with a two or three year horizon, and it is the highest-return work on the list.

The full chapter on what drives value is in The Business Sale, free to download here.

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