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RF-09MODERATEnegotiate hard or walk

Revenue and Margin Erosion

Should you buy a business with declining revenue?

Revenue declining, or revenue flat while margins shrink year over year.

What to ask for

Suspecting a flag is not the same as verifying one. These are the documents and signals that turn a hunch into a decision.

  • Monthly revenue and gross margin for thirty-six months.
  • Price changes by year, and when the owner last raised them.
  • Revenue split by customer and by product line, to find what is actually shrinking.
  • Any one-time revenue inflating the trailing twelve months.

The question to ask the seller

What is squeezing the numbers: volume, input costs, pricing, or mix? When did you last raise prices?

Ask it in those words. A seller who answers straight is telling you something. A seller who dances is telling you more.

What it does to the price

You are buying the trend, not the trailing twelve months. A recovery you have not modelled and cannot cause is a hope, and hope does not service debt.

What to do about it

Diagnose the cause before you price it. Fixable and specific: price a cautious recovery. Structural and market-wide: lower the offer to the trend. If reversing the erosion is your entire thesis, that is a turnaround, and it should be priced as one.

The rule

Diagnose the cause. If it is fixable, price a recovery cautiously. If it is structural, lower the offer to the trend, or walk if the erosion is your thesis.

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