The Vant Group represented a project based construction business for sale. The business, in preparation for sale, created a forecast based on their upcoming projects. The report revealed that three of their largest projects were scheduled to start in the 4th quarter of the current year. After the LOI was signed, a customer pushed their project to the next year. The change affected projections and created a shortfall in the forecasted EBITDA. Although a benefit to the buyer, he was uncertain that the gross profits would reflect the projected revenue.
To address the buyers’ uncertainty, the sales terms were restructured to include a portion of the purchase price as an ‘earn out’, tied to a gross profit percentage. The owner’s note was converted into an ‘earn-out’ tied to a targeted gross profit.
The seller agreed to the conversion because he was 1) staying on with the company for 12 months to help with the transition and would continue to have an influence on the sales of the company and 2) had the backlog to support the targeted gross profit. The seller felt confident that if the projects were again pushed back, he would still be able to win projects from other bids he had out.
The purchase price remained the same, and the buyer and seller agreed to the new deal terms.