6 Reasons Your A/E/LS Firm Won’t Sell for Expected Price

6 Reasons Your A/E/LS Firm Won’t Sell for Expected Price

January 28, 2025
8-10 min read

Why Your Firm Underperforms

Your A/E/LS firm’s sale price often surprises owners—not because the firm lacks value, but due to six hidden factors that deter buyers and lenders.

By addressing these critical value killers early through a disciplined 5 to 7 year succession roadmap, you empower your key employees to buy the firm using current SBA-backed financing and receive near 100% cash at closing.

Leveraging updated SBA 7(a) loan terms amid rising interest rates, modern recurring revenue models like retainers, and AI-enhanced workflows, you can unlock true buyer value while preserving your firm’s legacy without costly ESOP complexity or seller financing traps.

Addressing hidden value killers today ensures your firm sells for full price and your legacy stays intact with full cash at closing.

Six Value Killers and Fixes

Many owners expect to sell their architecture, engineering, or land surveying firm at a premium, only to find buyers skeptical or financing elusive. The truth is, six key factors often shrink valuation or stall deals:

  • 1. High Owner Dependency – Buyers discount firms reliant on the owner for client relationships or project delivery. Fix: Over 5-7 years, systematically transfer client contacts and operational knowledge to key employees to reduce risk.
  • 2. Customer Concentration – Firms with a few large clients face valuation penalties. Fix: Secure long-term contracts and expand client base to diversify revenue and reassure lenders.
  • 3. Lack of Recurring Revenue – Project-based cash flow is volatile and perceived riskier by banks. Fix: Layer in modern recurring revenue streams such as retainer agreements, maintenance contracts, or subscription models to stabilize cash flow.
  • 4. Weak Financial Documentation – Incomplete or inconsistent reporting weakens SBA lender confidence. Fix: Invest early in clean, transparent financials with clear backlog, WIP, and client contract disclosures.
  • 5. Poor Buyer Financing Readiness – Employee buyers often lack sufficient equity or bank relationships. Fix: Groom and pre-qualify internal successors by partnering early with SBA-approved lenders leveraging 7(a) loans with ~10% down.
  • 6. Complex Ownership Structures – Existing ESOPs or seller financing arrangements can complicate deals and reduce cash at closing. Fix: Consider the Step-Up Legacy Plan™, an SBA-friendly alternative eliminating seller notes and high ESOP setup costs, delivering near 100% payment upfront.

This stepwise approach dovetails with the modern financing environment, characterized in 2024-2025 by SBA rule changes facilitating seller note partial down payment financing with deferrals, reduced guarantee fees, and up to $5 million loan caps. Employee buyers increasingly benefit from these updates supporting clean, bankable deals.

Meanwhile, AI-driven efficiencies have started reshaping firms’ operational models and valuations. Adoption of AI tools improves utilization, project delivery speed, and reduces overhead costs, all positive buyer signals. Firms embracing these trends position themselves with stronger growth prospects and premium valuation multiples, currently ranging roughly between 4x to 8x EBITDA depending on niche and geography.

Understanding these six value killers and implementing these fixes through a committed 5-7 year succession plan empowers your firm to attract SBA-backed employee buyouts that pay cash at closing and secure your legacy.

Modern valuation multiplies culture, recurring revenue, and financing readiness—fix these today to claim your firm’s true worth tomorrow.

Implementing a successful 5 to 7 year exit strategy starts with focused leadership development. Invest time in grooming your top technical and business leaders, empowering them as future owners with a deep understanding of client relationships and firm operations. This reduces buyer perception of risk and owner dependency.

Simultaneously, enhance your financial hygiene. Clarify project backlog and work-in-progress reporting. Formalize client retention contracts, especially retainers and maintenance agreements that build recurring revenue. Transparent financial data not only drives valuation but also eases SBA lender underwriting under the latest 2025 SOP 50 10 8 reforms.

Early and proactive engagement with SBA-approved lenders experienced in A/E/LS employee buyouts is crucial. The SBA 7(a) program supports financing up to 90% of the purchase price with modest down payments around 10%. This means your employees can qualify for independent bank loans, enabling you to receive near full cash upfront without risky seller financing obligations.

The Step-Up Legacy Plan™, an SBA-friendly design, aligns perfectly with these new lending realities. It bypasses costly ESOP administrative burdens and risky seller notes, offering a streamlined pathway to transition ownership smoothly. This plan safeguards your firm’s culture, rewards loyal employees, and maximizes your retirement proceeds.

In the face of rising interest rates and tightening underwriting standards, disciplined preparation pays off. By executing this multi-year roadmap, your firm will meet lender expectations with robust financials, stable client contracts, and an empowered leadership team. This positions you not only to command a fair market price but also to complete a clean, cash-at-closing ownership transition.

Ultimately, addressing these six critical value killers early unlocks financing options and enables a legacy-preserving sale that rewards your years of hard work. Don’t wait until the last minute—start your 5-7 year planning process today and contact Allen Business Advisors to guide you through this complex, highly rewarding journey.

Secure Your Legacy

Your A/E/LS firm’s future is valuable, and your legacy deserves protection through a well-structured succession plan. With the Step-Up Legacy Plan™, you can exit on your terms, receive cash at closing, and empower your employees to lead.

Planning 5 to 7 years ahead maximizes your firm’s value and financing options, reducing risk and ensuring continuity. Reach out to Allen Business Advisors to explore how this proven strategy can work for your unique firm and situation.

Secure your legacy while unlocking full payment—your succession journey starts now.

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John R. Allen, III
President, Allen Business Advisors