The initial enquiry
iBOSS was approached, by a legal advisor contact of ours, to help a client of his, who was considering purchasing a well-established retail business. That business is based in Cambridgeshire and trades under the name of Cambridge Interiors. This was a ‘retirement sale’ of a company involved in selling curtains, carpets and other flooring materials. It has been in existence for some 30 years with a solid customer base.
Following an initial consultation with Alistair, the client, we agreed to help him to produce a business plan for the acquisition and development of the business.
The investigation process
Initially a request was made for historical financial information from the seller (sent under an NDA). iBoss reviewed the information provided. Financial analysis quickly identified that the asking price was significantly too high based on the historical financial performance. Furthermore, the seller also wanted ALL the consideration paid ‘up front’.
Before preceeding further, we worked with Alistair on developing a business plan to assess the future viability of the business.
As a result, IBOSS advised the client that, on this basis, we would not recommend that the client acquire the business. He was determined, however, that he wanted to buy the business. Before preceeding further, therefore, we worked with Alistair on developing a business plan to assess the future viability of the business.The result was that there followed a period of several weeks of negotiations, based on the conclusions from the plan. These took place between between our client, his lawyer and the seller.
The Deal
A deal was agreed with the Seller on the following basis:
- An asset purchase agreement not a share purchase.
- The final agreed purchase price was significantly below the originally advertised asking price.
- On completion the initial payment was based on the value of the assets acquired. The remainder of the consideration ‘Goodwill’ was structured on a deferred basis against agreed performance targets.
This resulted in the buyer having no requirement to borrow any money as, with the reduced price and deferred terms. he had sufficient resources to buy the business and provide the initial cash flow injection required.
A few problems
It was also noted, however, that there were a number of other problems to overcome. Specifically:
- Whilst our new client had a sales and marketing background, it was not in retail. The Directors of iBOSS, on the other hand, do have this experience. We were comfortable therefore in advising on this type of business.
- One particular problem was the trading name of the current business. This had not been registered originally and subsequently (some years later) someone else had registered the name. Thus our client was obliged to register his business under a different name. This raised promotional problems in carrying over the existing ‘goodwill’.
- The Seller was well known and respected in the local area. He was not, however, up to date either in terms of IT. This applies to both business data, and the promotional benefits of social media. Luckily our client is.
- Our client had many ideas, both in terms of promotion and expansion of the product range. What he needed, however, was our expertise in developing thess into a proper, logical plan. Exactly what iBOSS is about!
- There were a number of ‘legal’ matters. These were comprehensively covered by his legal advisor, who we are very comfortable working with.
A satisfactory result
The end result was that terms were agreed with the owner and the various members of staff. The purchase has now been completed and our client has taken over the business. He is delighted with the outcome and can now focus on implementing the changes he needs to achieve his growth plans. This includes upgrading the business into a supplier of high-quality interior design, fittings and furnishings. It will cater for for both industry and domestic use. iBOSS will, of course, be on-hand to provide further help and advice as and when needed. . If he needs further funds to support future growth this can be arranged through our associate company Business Finance Services (www.bufinserv.co.uk).
In conclusion
The directors of iBoss believe the lower end of the business sale market is not well served by some Business for Sale websites. We advise caution when trying to buy a business. Make sure to get professional advice from an accountant, solicitor, corporate finance firm or, dare we say, iBOSS!
If you are looking at acquiring a small business simply contact Phil Jones by e-mailing him at phil@theiboss.co.uk . Alternatively, complete our enquiry form and take advantage of our offer of a free consultation.