Time is a tricky thing. On the one hand, it’s hard to believe that (at the time of writing) it’s just over four months since Boris Johnson announced lockdown measures in the UK. On the other hand, so much has happened since then that 23rd March feels like a lifetime ago. The word ‘unprecedented’, although overused, does feel like the only way to describe the seismic changes which we’ve all witnessed.
For many businesses the initial priority was, of course, survival. The government’s unprecedented (that word again) financial initiatives, including the Coronavirus Job Retention Scheme and Coronavirus Business Interruption Loan Scheme, have helped most (although, unfortunately, not all) to weather the initial storm and have provided much needed breathing space to adapt to a changed world. As always, there have been winners and losers, but it is hard to believe that there are any businesses out there that have not had to adapt their products, practices and workforces in order to move forward with a measure of stability.
Having moved from the reactive survival phase into this more pro-active stabilisation of their businesses, many owner-managers are now starting to look further ahead and consider longer-term strategy. There has probably never been a more important time to consider your aspirations (both business and personal) for the years ahead and start to plan accordingly.
For those with medium to long-term plans that involve an exit from a business, whether to enjoy a hard-earned retirement or to move on to other projects, the fundamentals remain largely unchanged by recent events. Stepping back and taking a longer-term view can therefore feel like a refreshing move into more familiar territory – most successful business sales are the result of long-term planning, and Covid-19 is unlikely to change that. Key points to consider will therefore be:
1. What will your ideal buyer look like?
Are you more likely to receive best value from a sale to a private equity investor, another business operating in the same sector, or perhaps from your own management team? All buyers will have different approaches, so it is important to bear this in mind when starting to make plans.
2. What does your trading look like?
Most buyers will want to see year-on-year growth in turnover and profitability. Although, for many, the 2020 figures will be horrible, the future starts now. If you’re planning to sell in a few years’ time your professional advisers will be able to help you work towards a pattern of trading which, taking account of tax and accounting issues, will present your business in the best light to a future buyer.
3. Clean out the attic
You wouldn’t market a house for sale without giving it a spring-clean and getting rid of unnecessary clutter, would you? The same should be true for selling a business. The chances are that the last few months have exposed some shortcomings in your contractual terms and conditions, your supply chain, your contracts of employment etc. Now is the time to address these issues.
A well-advised buyer will carry out an extensive ‘due diligence’ exercise before parting with their cash, and will inevitably pick up on any issues that you sweep under the carpet now. This can easily lead to uncomfortable conversations about price, so the sooner you put your ‘house’ in order, the better. It’s also worth bearing in mind that by doing this now, you’ll also be laying the foundations for successful future trading.
4. Build your internal team
As an owner-manager, the danger is that you are the business and the business is you. This is fine in the short term (and can even be an advantage when cashflow is squeezed). However, if the business can’t function without you that doesn’t bode well for your prospects of selling up and retiring on the proceeds. Part of any long-term strategy to build value should therefore be the recruitment, training and retention of the right people and the development of policies and procedures which will ultimately allow the business to trade successfully with minimal day-to-day involvement from you.
5. Build your external team
The successful exit from a business is, as mentioned above, normally the result of a long-term process spanning a number of years. This is best achieved by working alongside corporate finance specialists, accountants and solicitors to achieve the objectives set out above. It should be a given that your advisory team has the necessary experience and expertise. However, it is equally important that the ‘chemistry’ is also right – the personal connection between client and advisers is often crucial to getting the right advice at the right time.
The first part of 2020 has challenged UK business like no other period in living memory. As you may have heard from the commentators, one could say that it has been unprecedented. However, although recent months have clearly been unprecedented, there will always be plenty of precedent for the idea that the key to long-term success is careful planning and preparation.
BHW’s Corporate & Commercial Team has extensive experience of working with owner-managers to develop and achieve their long-term objectives.