By Ollie Newbold, partner and head of corporate finance at Randall & Payne 

In our last expert article , we discussed the typical factors that can influence the value of your business.

Once you have tackled these issues there are some further considerations to be made:

Recognise when the time is right - Even if the business is in good shape, are you emotionally prepared for the sale of the business? After years of dealing with the highs and lows associated with business ownership you need to make sure you are fully committed to the exit process and prepared for life beyond.

State your objectives - Make clear any 'deal-breakers' or objectives that would fulfil your sale requirements and write them down. These will be useful for making decisions during the shortlisting process and assessing whether buyers have respected these points. Things to consider are buyer culture, handover periods and offer structure. For example, if you are family business, you may prefer to sell to another family business to maintain the established family feel of the business.

Be realistic on value - Your valuation report will give you a clear indication of the value of your company but the true test of value is dictated by the market and what a willing buyer is prepared to pay for it.

Be transparent - By being as open and honest as possible, we can prepare to navigate any anticipated tricky issues that may arise as part of the sale process. If we do identify any issues, we can try and address these before the sale in order to avoid a potential price-chipping opportunity for the buyer.

Set time aside - Dealing with the sale of a company is a significant drain on management time. Setting time aside will reduce the strain on both you and your business and keep you focused on the objective.

Dry run due diligence assignment

The key to a smooth transaction is maintaining momentum to ensure that all parties are working efficiently and effectively to adhere to the set deadlines. One of the main factors that can slow this process is waiting for responses to information requests from professional advisors. These requests typically arise as part of the buyer's due diligence assignment.

We suggest trying a dry run due diligence process, like we do in our practice, as a pre-sale exercise which endeavours to answer all the foreseen questions in advance. Using a comprehensive due diligence questionnaire, you can gather as much information as you can relating to identify any areas of weakness and actions that need to be taken.

Both accounting and tax issues can arise from the dry-run due diligence process however, legal issues such as shortfalls in employment information, lack of policies, expired registrations and data protection issues are all typical areas in which questions may surface. As such, we would encourage an early engagement with a lawyer in order to identify and address any legal issues that may arise, particularly as they may take longer to resolve.

Once the dry run due diligence process has been completed, you can rest assured that, whilst every question may not have been anticipated, most queries can be resolved quickly, allowing the transaction to move forward unimpeded and giving the purchaser comfort in the underlying controls and systems of the company.

Data room

All of the documentation gathered during the process should be uploaded to a secure online data room and organised into folders which correspond with each element of the due diligence questionnaire. The information gathered is essentially a bible of all the key information a buyer needs to make a full assessment of the business. The information is retained in the data room which is opened up to shortlisted purchasers at a later date.

Benefits of detailed preparation

• Highlights any problems ahead of the buyer's due diligence process allowing us to address it in advance;

• Allows for a smoother and quicker sale process;

• There is less pressure to gather information quickly. You can take your time and make sure the information gathered is relevant and complete;

• You accountant and lawyer are able to review and gain a greater level of detail earlier and are, therefore, able to deal with the issues that arise more easily;

• The data room population process can be used to confidently provide any relevant disclosures against warranties.

If you would like help preparing your business for sale please contact Ollie Newbold on 01242 776000, email oliver.newbold@randall-payne.co.uk or visit www.randall-payne.co.uk.

Business expert: Delivering profitable growth

3rd December 2018

By Will Abbott, head of business advisory at Randall & Payne 

I often get asked how do I grow my business and how can I find the time to make change.

My colleague Ollie Newbold wrote recently about the importance of profitable growth to increase business value, read that article here  , and my last article looked at some ways to improve productivity and reduce the need for more staff resource which can have a positive impact on profitability but how do you get profitable growth?

Did you know you can see the impact from change in as little as 90 days by pausing the day to day, thinking differently about your business and customers, and focusing on a few key elements that need to be improved?

Growth Strategy

You need to explore the four ways to grow to see which is appropriate for the business:

1 - Market penetration. This comes down to selling more of your existing products to your existing market. It is the lowest risk approach as you are dealing with products and markets that you are familiar with;

2 - Product Expansion. This involves selling a new product into your existing market; or

3 - Market Expansion selling your existing product into a new market.

Coincidentally, businesses pursuing expansion strategies will often look at acquisition to give them access to the new product or market. It carries higher risk as either the market or product will be new to you but can offer good opportunities for rapid growth;

4 - Diversification. This is a high risk strategy as you will be dealing with both a new product and a new market. I have seen it described as diworsification for that reason - things can go wrong.

Tactical Steps

Taking the time to consider small tactical steps to increase sales can help you make the changes quickly and start realising the benefits earlier. Successful ways to do so include:

• An accountant will always tell you to put your prices up. The key to success here is differentiation. If the only thing the customer perceives is different about your product is price, then that will be what they use to make a buying decision.

• When looking at sales we encourage people to look at the process and see where the weaknesses are. The number of customers you have is the result of the number of leads you generate multiplied by your conversion rate. If marketing is strong and generates good leads which failed to convert, maybe your sales process needs a review. Conversely, if conversion rates are high but leads are low, we need to look at marketing.

• Turnover is impacted by the number of transactions per customer and the average spend per transaction. We are looking for the customer to buy more often or buy more when they do, or both. Often customers will be using more than one supplier for your product so the opportunity is there to increase your share of that spend.

• When looking at sales, understand where the customer perceives the value to be in your product. Often the part of the product that costs the most delivers less value to the customer, with the value being in the part that costs less. A good example of this is in online retailing, where the returns policy is key. Quick, easy and inexpensive returns are essential to the customer and cost much less than the product itself. Recognising that and doing returns well drives sales.

Delivering profitable growth may not be as problematic as you think. Once we have driven efficiency into the business it is time to focus on growth at both a strategic and tactical level.

If you would like more information on how to deliver profitable growth or challenge Will to make a positive impact on your business in 90 days, please contact us, on 01242 776000 or email will.abbott@randall-payne.co.uk. www.randall-payne.co.uk

Business Expert: Are you ready for Exit?

26th November 2018

By Ollie Newbold, head of corporate finance at Randall & Payne 

We typically see the exit from a business falling into the following process:

1. Understand the value of the business - business valuation was recently addressed in a previous Business Expert feature;

2. Maximise value;

3. Detailed preparations for sale;

4. Marketing the business;

5. Completion of a sale.

How can you maximise value?

The following value drivers should be frequently considered, however, if you are planning on selling your business within the next five years, these need to be addressed to ensure that your business can achieve its full market value potential.

Value Drivers

• Profitability - To be in the best position for sale, your business needs to demonstrate underlying profitability and growth potential. The best scenario for a seller is to demonstrate a pattern of consistent growth.

• Strong Management Team - Does your business pass 'the bus test'? If you were hit by a bus tomorrow, would your business continue to run effectively? If your business can't run itself without you, then this is something you need to address.

• Healthy Cash Flow - With poor cash flow often being the cause of business failure having a healthy cash and working capital position demonstrates that your business has been run efficiently and effectively.

• Barriers to Entry - Barriers to entry will increase the value of your company. Intellectual property, high capital investment and advanced technology are all factors that create barriers to entry which can maximise the value of the business.

• Clear Strategy - A buyer will often want to see that a business has been run with clear strategic objectives in place that management have bought into.

• High Customer Concentration - Business value can be significantly eroded where one customer accounts for a significant portion of your turnover. The ideal remedy for this is to dilute this proportion by winning more customers, however, some businesses may find themselves in a position where they cannot avoid high levels of customer concentration - in this scenario it is best to try and put robust contracts in place, thus providing some visibility of future income.

• Capital Expenditure - Are the assets that are required in the day-to-day running of your business in good shape? Assets should be up-to-date and well maintained to ensure that productivity levels are high and the benefits of this subsequently filter through to improve financial performance.

• Customer Satisfaction Rates - In a world heavily focused on social media, customer satisfaction must be at the forefront of every business owner's mind. Negative customer feedback, particularly on a regular basis, highlights poor customer service which has a detrimental impact on value.

If you plan to exit your business in the next five years or so, and are concerned that one or more of the value drivers outlined in this article may have a negative impact on its sale value, we can help you to get your business in the best shape for sale - and then help you to sell it.

You can book an advice clinic for an hour of free advice with Ollie Newbold on 01242 776000, email oliver.newbold@randall-payne.co.uk or visit www.randall-payne.co.uk.

Business Expert: Family and owner-managed companies under threat from Budget rule change

19th November 2018

By James Geary, Head of Corporate Tax at Randall & Payne 

The surprisingly eventful Budget on October 29 all sounded very positive as it was presented, but picking through the finer detail has revealed a potentially unwelcome trap which could catch out a very large number of family and owner-managed companies.

For some years now it has become normal practice for companies to have a different class of share (commonly known as "alphabet" shares) for each shareholder, as this gives them the flexibility to pay dividends out of profits which do not have to be in proportion to the shareholdings.

This is useful, for example, where it is desirable to pay dividends to certain shareholders in lieu of some salary, or based on other criteria such as new business won by an individual or annual performance related dividends.

Entrepreneurs' Relief has been around for 10 years now, and is designed to tax entrepreneurs at a beneficial 10 per cent rate of Capital Gains Tax when they dispose of shares in a trading company (the intention being to encourage enterprise in the UK economy). One of the key requirements for the relief is that the entrepreneur owns at least five per cent of the business.

The Budget contains a provision designed to stop this relief on far more contrived tax avoidance arrangements than this, but these everyday alphabet share structures could end up, apparently unintentionally, being caught in the cross fire.

The rule change requires that the shareholder must not only own at least five per cent of the shares, but must also be beneficially entitled to receive at least five per cent of the distributed profits.

The trouble is that in the vast majority of alphabet share structures, the flexibility permitted by these share classes means that there is no absolute entitlement to at least five per cent of the profits (even though in practice these shareholders probably do receive at least this proportion).

We are in the process of trying, in conjunction with the professional accounting and tax bodies, to clarify the impact of this change with HMRC. In the meantime it is to be recommended that businesses discuss their ownership arrangements with their accountant to see if they might be affected by this change, and what they may be able to do about it.

If you have any concerns and would like to discuss your position, please contact James Geary, on 01242 776000  or email james.geary@randall-payne.co.uk.

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