Businesses 'need to be in good shape if they want to sell'

Mike Norrie of Castle Corporate Finance
Mike Norrie of Castle Corporate Finance

The past four years have been tough for all businesses – but those that have survived are now lean and robust and their debt levels have been reduced, as have costs, says Mike Norrie of Castle Corporate Finance (pictured).

Alongside this, cash flows have tightened and margins sharpened.

Baby boomer business owners, who might have sold and retired a few years ago, have held on in the hope that 2006 business values will return. Such entrepreneurs are now four years older and it seems as if those "good old days" have gone.

Over the same period, larger trade buyers have been building cash balances in their balance sheets and private equity has cash funds to invest. Too much cash is not a good balance sheet investment in these low interest times – indeed it can be an embarrassment for a PLC.

So, for owners planning retirement, 2012 could be the year to sell – as there is little point in postponing longer. Deals are to be done with good cash buyers who are not dependent on bank borrowing. Coupled with this, the tax environment for retiring business owners has rarely been so benign.

If you are ready to sell, there's likely to be a buyer out there for you. The question is – at what price?

Buyers are ready to spend but rarely have they been more risk averse.

They are only interested in high quality targets, while the due diligence process has never been so painstaking.

To sell your business at the best price, preparation is key.

Here are 10 questions you should consider:

  • Is the company dependent on you or is there good second tier management?
  • Do you have regular management accounts prepared and do you operate to a strict cash and margin budget?
  • Is your business dependent on too few key customers or on a single major supplier?
  • Have you developed brand value and marketing profile?
  • Is the business properly funded with adequate working capital, stock and debtors/creditors accurately stated?
  • Do you have a proprietary product/service? Is your intellectual property protected?
  • Are all commercial contracts watertight?
  • What have you done to differentiate your company, to make it shine out among the competition?
  • Are your accounting policies commercially sound and are revenues properly recognised?
  • Have you considered having your accounts audited, even if you are within the exemptions?

The sale of your business is not only the biggest deal of your life, but also an adventure you have probably not experienced before.

The challenge today is completing a deal at a full price and with a fair structure. To do this, it is essential to retain specialist advice at the outset.

Appoint a qualified corporate finance adviser to work with you and your regular advisers to plan and manage the transaction – from start to Champagne.

  • Mike Norrie can be contacted via email or by calling 01732 400123.
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