UK: Enterprise – For Entrepreneurs, Growth Businesses and their Advisors, Autumn 2010 – Making a Smart Exit

EDITOR'S NOTE

The New Normal

We were hoping for some better news by now, but it's clear that the fallout from the bail-outs and stimulus that saved the banks and prevented a global financial meltdown will be with us for quite some time to come. We are becoming experts on the subjects of sovereign debt and fiscal deficits. We understand currency manipulation, protectionism and quantitative easing (QE). We even know about QE2 as the USA and perhaps others try to work out how to stimulate employment and avoid a damaging, double-dip recession.

So uncertainty rules, OK! We are learning to live in the 'new normal', a rapidly changing world where traditional thinking is challenged, old business models are disrupted and new opportunities arise.

What will drive this new normal? There are certain features that are almost certainly here to stay. For one, the old model of high leverage is broken, as access to capital becomes harder and more expensive. Business valuations will therefore remain realistic, not turbo-charged by cheap debt. Other key drivers will include technology, the explosion of social interaction and engagement through new media, the extraordinary vision and talent of some of our younger entrepreneurs and the unstoppable transfer of economic power and wealth to catch-up, emerging economies.

In this dynamic environment, businesses that fail to embrace these fundamental shifts will slowly but surely be overtaken. It will take time but, ultimately, many will simply cease to exist. Now is therefore the time to collectively open our eyes and identify how we and our businesses will survive and prosper in this exciting new world.

As we go to print, Smith & Williamson's focus on this entrepreneurial future is going from strength to strength. Together with our alliance partners and contacts, many of whom feature in this issue, we are working with entrepreneurs and businesses from vision to exit and beyond. If you want to know how we can collectively add value to your business, don't hesitate to get in touch.

Many thanks to our contributors for their valuable time and advice. Until next time.

Guy Rigby
020 7131 8213
guy.rigby@smith.williamson.co.uk

E-FOCUS - EXIT PLANNING - GETTING INSIDE THE MIND OF YOUR BUYER

By Brian Livingston, Head of Mergers & Acquisitions at Smith & Williamson

Selling your business can be one of the most demanding undertakings of your business life. Our special exit planning feature provides a range of perspectives aimed at taking the stress out of this most testing of business challenges for the successful entrepreneur.

Selling your business can involve a lot of emotion and, sometimes, a lot of money. Be prepared suddenly to find the business that you've built and nurtured being crawled over by people picking holes in it. But whatever exit route you choose – trade buyer, private equity, MBO, VIMBO, BIMBO – it's as true today as it's ever been that the key to any successful transaction is understanding your potential buyer. The goal you must set yourself is to get inside the mind of the buyer and send out the right messages about your business.

Remember that any serious buyer in the current market will be looking for excuses not to buy. Make sure you understand who you're selling to and how to treat them. Potential buyers need to believe they are not your only option and therefore that what you're giving up is a good opportunity for them.

The high-powered executives in the large company you're likely to be selling to will find it hard to understand why little you justifies getting, say, £20m. They won't like it, so give them something to believe in. This could be along the lines of "I'm a small entrepreneur, I got lucky, this is too much for me, it's got too difficult". The last thing you should do is tell them how brilliant you are and how bad they are.

Provide a compelling explanation about why your business works and why others may not, so get to know your competitors. Set it all out in a concise executive summary, which your buyer will probably much rather use and pass around than write themselves. Be upfront about the things that keep you awake at night, and that way the buyer can buy with knowledge. Use your non-executive directors (if you have them) as your company's conscience and be able to answer their questions before they ask them.

Looking at things from the buyer's perspective will help you to stay in control of the sale process and maximise exit value. The moment you lose control you'll start destroying value. For example, stick to your deadlines and think carefully before chasing up a buyer. Does it make you look desperate? Your power lies in the buyer thinking they have competition.

On the following pages, Steve Gilroy of Vistage explains why you should start planning your exit now, and Colin Mills of the FD Centre shares his thoughts on how to ensure a successful outcome.

E-FOCUS - EXIT PLANNING - NO TIME LIKE THE PRESENT

By Steve Gilroy, Chief Executive, Vistage

Steve Gilroy says now is the best time to start planning your exit.

While most business owners spend years or decades building up their business, the majority will spend only a few months, or just weeks in some cases, preparing for the sale of their biggest asset.

In the current environment, many entrepreneurs are focused on how their world has changed and delaying decisions about selling or exiting while they wait for 'things to improve'. But if you're serious about selling your business and achieving your exit at some point in the future, there's no time like the present to be putting effort into preparing for a successful exit.

All too often, business owners are ill-prepared for a good exit, on their terms, with a conclusion that they are satisfied with. In fact, getting ready for a successful exit involves some simple steps which, if done well, will attract more potential buyers, lead to a smooth transaction and maximise the amount you will realise for your business.

Here are three key reasons why you should start planning your exit NOW.

1. Your Business Needs to Work Without You

Recognise that an acquirer will be buying the business, they are not buying you. If your business relies solely on your effort, expertise, direction and influence then it's not really a saleable business. You need to have documented processes which work, the right talent, and the reports, records and evidence to prove that it can run successfully without you. This may take some time – so get started.

A good test is to plan to take a month off work. Would the business not only survive but continue to prosper? If not, then you still have some work to do to make your business self-sufficient.

2. Make it Clean, and Make it Grow

A prospective buyer will want to see clear evidence that there is healthy and growing potential for your business. Although some buyers look for distressed businesses that can be rescued and turned around, this will push down the price accordingly.

Many businesses have issues and disputes with shareholders, suppliers, clients or key staff. Any such issues will reduce the potential for a good exit, so start to 'clean the house'. This will take time too, so begin now.

Even if it's small, consistent growth demonstrates potential and will lead to more buyer interest and a better price. Fix any sales issues and build a track record of consistent sales and profit growth.

3. Don't Go It Alone

During the lifespan of a business, owners will call on a range of experts to help them with specialist tasks, including finance, marketing and strategy. Selling a business could be the largest transaction many owners will ever make. So don't go it alone – get a specialist in and get them in early for the greatest chance of success. Advisers can help you with anything from clarifying your goals and preparing the business for sale, to showing you your options and building a plan to achieve an exit on your terms, on your timescales.

Finally, learn from others that have been there. There are many advantages to joining a peer-group of similar business owners and executives. You'll learn a great deal from engaging with others that have already taken the steps you are about to take.

E-FOCUS - EXIT PLANNING - TEN TIPS FOR A SMOOTH EXIT

By Colin Mills, CEO and Founder, FD Centre

Colin Mills shares his top tips on achieving a smooth exit strategy.

Getting a solid exit strategy in place is probably one of the most important aspects of your future, but what you perceive your business to be worth is often based more on emotion than hard facts. So, rather than leave it to chance, start planning your exit with our ten tips.

1. Start at the End

As you build your business, start with the end in mind. Your exit should be integral to your long-term strategy – the more time you've got, the better.

2. Take Advice

Make sure you understand what your business needs to deliver financially to achieve your personal objective. Understand the difference between the value you want against what you need to realise from the business. Invest time and money in getting the right advice.

3. Position the Business

Take a long-term view of your business to position it within its sector and identify unique selling points. This can also help you identify likely buyers, and what they want to achieve through an acquisition, as well as maximising your operating profits in the run up to an exit.

4. Become the Buyer

Look at your business objectively from a buyer's perspective. For instance, a buyer always wants a business with minimal risk. Identify what needs to change within your business to make it attractive.

5. Get in Shape

Is the structure of the business attractive to a buyer? To avoid problems later, enhance your business processes, change organisational structures where necessary, get the correct people on board and deliver on your forecasts.

6. The Importance of Management

Most exit plans fail. Not because there's anything wrong with the strategy, but because management don't execute the plans effectively. Your potential buyers will place great value on the strength and resilience of your management team – so choose them well.

7. Know What You're Worth

You must show what's been achieved by the business and the value it has delivered. It should paint a clear picture of the extra value that can be gained. The value that an acquirer puts on a business could be a) an acceptable premium over the cost of setting up themselves, b) the price of acquiring a similar business from someone else or c) simply £1 more than someone else who wants to buy the business is prepared to pay.

8. Financing the Deal

Understand how the deal will be financed. Traditional sources of acquisition funding are drying up. This impacts on the market value of a business, as funding is key to the amount a buyer will be able to pay.

9. Demonstrate Performance

It's important to demonstrate your business performance to date. This will significantly improve your chances of completing a sale. Present full management accounts and forecasts, with a complete record of business assets, liabilities and contracts.

10. Get the Right Negotiation Team

A good negotiating team will manage expectations of the value of the business to ensure it is achieved. Check that your exit forecasts are rock solid, or they'll be used as leverage to reduce value at the negotiation stage.

Finally, make sure your management team fully understands the exit process and that there's a good finance director in place to help make it happen.

CLIENT PROFILE: WILL DAVIES, ASPECT MAINTENANCE - FIXING THE MARKET

By Will Davies, Managing Director, Aspect Maintenance

Enterprise speaks to Will Davies, MD of Aspect Maintenance, about managing mobile workers, growing pains and surviving the recession.

Aspect Maintenance is a leading property maintenance and refurbishment company, operating across the domestic and commercial sectors. With a skilled workforce, from handymen to qualified technicians, they handle everything from leaky taps to complete building refurbishments.

Former investment banker Will Davies set up the company in 2004 together with Nick Bizley whose background was in property maintenance.

"The UK was poorly serviced on the property maintenance side – it was mostly just 'man and a van' set ups and bigger national facilities management operations," explains Will. "There was a significant gap for a company capable of getting a job completed on time and on budget, by people that customers felt happy to have in their home."

Aspect Maintenance has grown rapidly, with sales increasing from £4.4m in 2007 to an expected £9m in 2010. Operating from its south-west London office, the company has a workforce of more than 130 engineers and office-based support staff.

On the commercial side, the firm looks after chains of restaurants, bars, health clubs and betting shops – all of which have a significant maintenance requirement. "The skills required are the same for people's homes and we don't regard them any differently," says Will.

Challenges on the Move

"Running a mobile workforce is a key challenge. It needs close management, day-to-day. We need to track where our workers have been and what they've been up to. We need to know if the quality of a job isn't up to our standard as soon as it has been completed."

To maintain a responsive workforce, the firm uses the latest systems and mobile technology. "We email clients to let them know when we're coming, and use PDAs to track our engineers and to deliver job information back and forth. Our systems also encourage the customer to provide immediate feedback. It means we stay on top of the service we're providing."

Growth and the Recession

So how has the economy affected the firm's business profits and growth? "The residential side of the business has been robust," Will reports. "Since interest rates have been low, people are spending their money on home improvements rather than moving. But the commercial side has been tough as many chains have gone out of business. New outlets aren't springing up like they were."

Aspect Maintenance looked to expand outside London before the recession hit. "We dabbled for six to eight months, but then the market turned. We've had to batten down the hatches for a year or two and it's been hard to move forward as much as we would have liked. We're ready to go for expansion beyond London and hope 2011 is the year. However, timing is key and we want to strike at the right moment."

BUSINESS STRATEGY - SIX STEPS TO A WINNING STRATEGY

By Terry Irwin, Managing Director, TCii

Terry Irwin, MD of TCii, explains his approach to taking strategic planning step-by-step.

In today's economic environment, having a solid business strategy is more crucial than ever for survival and success. Strategy is the key to ensuring that an organisation's human, physical and financial resources are always placed in the most profitable position to provide what customers want, when they want it.

Because strategy is so critical, the task of formulating one can be overwhelming. We believe the easiest approach is to break the process down into six distinct and manageable steps.

Step 1: Set Your Goals

You need an overview of what your strategy should look like. Establish your business vision, purpose, idea and objectives as your essential themes. But don't think of these elements as final. They will be constantly fine tuned and reviewed as part of the balancing or positioning process described in step 3.

Step 2: Review the Situation

This step helps you answer the simple question: where are we now? To answer this, you'll need to carry out detailed research and analysis on:

• external factors and business intelligence
• market statistics, dynamics and segmentation
• strengths, weaknesses, opportunities and threats (SWOT)
• competitors
• strategic assumptions
• personal goals and objectives.

Step 3: Position and Balance

Now you address the question: what could the future look like? Draw up strategic statements that are strong and consistent. Cover the following areas, reflecting the relationships between each area: your business vision, purpose, idea and its value; your driving force and unique abilities; your market segmentation and competitive stance; your behaviour, style and culture; your distinct brand; and your financial rewards.

Step 4: Create the Strategy

At this point you should be able to summarise:

• your short and long-term strategies and intentions
• the critical success factors, including any weaknesses or gaps that must be addressed
• the options for your business activities and resources, covering product, promotion, price and place.

Step 5: Draw up the Plan

Now it's time to draw up your action plan. For each time horizon (e.g. 12 months, two years, five years), produce a framework that's clear and accountable. The plan should include your intentions, actions, goals and deadlines.

Step 6: Always Monitor and Adjust

The final element of the strategic process is a regular review. Conduct quarterly reviews of your action plan and assess your business performance against your key performance indicators. Adjust your strategy and action plan, bringing elements forward if necessary, and adjusting the emphasis of particular aspects, depending on progress.

If you follow this six-step programme, it will help you to devise and implement a firm but flexible strategy to take your business forward.

BUSINESS STRATEGY - DECISION TIME

By Alex Martinez, Managing Director, Sigaria

Good decisions are key to great businesses. Alex Martinez offers some advice on making the right choices.

As co-founder of a successful business-to-business publishing start up, I can safely say that much of our success over the past seven years has been down to one central factor: making good decisions. At so many points in the development of your business, making the best choices can shape your destiny.

It is often said that good decision making comes with age and experience. But what if you're a young business owner? Or if you operate in a new market where there's not much experience to draw upon? Social networking, mobile apps and digital publishing are all examples of young markets where experience is hard to come by.

So, at the risk of giving away experience and the secrets of our success, here are some tips on good decision making.

The 90% Rule

If 90% of your decisions have a good outcome, you probably don't need to read any more. If not, carry on reading.

If You're Sure of a Decision, Make it Quickly

Don't waste time procrastinating and debating decisions you know are right. Make those decisions quickly and don't look back. This is particularly important for your staff, who will be looking for clear and confident direction.

Value Different Perspectives

Don't feel that involving others in difficult decisions is a sign of weakness. Good decision making involves collaboration to gain valuable perspectives, which can guide you to the best conclusion. It's a win-win situation, because your people will feel empowered.

Don't Let Your Ego Get in the Way

When you're asked to make a decision, it's easy to feel put on the spot. Because you don't want to lose face, you pressure yourself into making a hasty decision, just to appear decisive. Instead, simply say "let me take that away and give it some thought". Buy yourself some time to think and make the right decision in your own time.

Remember the Basics

Good decisions are built on research, knowledge and perspective. So always take time preparing, gathering information and planning your choices.

Always Have a Plan B

Even if 90% of your decisions are good, that means 10% will be wrong (or at least not so good). So make sure you reduce their impact by having a back-up plan if things don't work out.

Don't Ignore Gut Feeling

Your gut feeling is a mix of intuition, life experience and personal understanding that gives you a strong leaning towards a particular decision. Experience will tell you whether to follow your gut feeling or not. If your track record is successful, then use it. If not, don't.

Get Trusted Advisers, Not 'Yes' People

Surround yourself with people you trust but who are prepared to tell you when they don't agree with you. This may be a nonexecutive director or a group of advisers who can help you reach the right decisions.

FLEXIBLE BUSINESS MODELS - HOW FLEXIBLE IS YOUR COST BASE? - GETTING THE RIGHT BALANCE IN YOUR BUSINESS MODEL

By Sancho Simmonds

Sancho Simmonds looks at the importance of flexibility in maintaining a successful business model.

In today's global and technology-enabled economy things happen more quickly than ever, so a business model which allows you to be nimble and flexible is a major benefit in helping you to prosper.

It is important to stress test your business model and plan for different scenarios so that you understand your options in the event of problems arising. Businesses with a high proportion of fixed costs can build profitability quickly once covered by revenue, because the majority of any incremental revenue falls to the bottom line. Other businesses have a low fixed cost element, but significant variable costs which are more related to revenue levels.

A key factor is knowing what levers your management team could pull to keep the business going if, due to the wider economic environment, revenue drops by 50%. You need to know in which order to pull those levers and which ones will damage the ongoing business least.

Here are some areas to consider in adding flexibility to your cost base.

Don't Plan Your Cost Base Around Unfounded Expectations

Some businesses build an infrastructure based on what they hope will happen at some point in the future. Such expectations are often based on events which may not happen as intended or even at all. For example, if revenue has been flat for some time, don't take on more resources to support increased revenue unless you can see actual evidence of growth coming through in your results.

Flexible Working Arrangements

Many people look for organisations with flexible working environments. Enabling people to work from home may give you access to a lower cost workforce, reducing the employee's personal cost of commuting and potentially increasing staff motivation, satisfaction and productivity. Some firms offer sabbaticals to staff during quieter times. This can often have a double benefit – a cost saving as well as increased staff satisfaction.

Part-Time Resources

Consider building up your staff resource slowly, using part-timers or outsourcing to support your growth. There are a number of organisations offering highly skilled, experienced individuals, for example finance directors and marketing directors, to work with businesses on a part-time basis. You can buy their time when you need it.

Lease Terms, Lease Breaks and Long-Term Fixed Price Contracts

Before signing up for a long lease, carefully consider whether it is appropriate for your business. What happens if demand for your product or service falls away or your needs change? Sub-letting part of a property, for example, is not necessarily simple or quick and may require additional investment upfront. So, where possible, build in flexibility by asking for appropriate break clauses.

Whether you are a buyer or a seller, long-term fixed price contracts may sometimes seem like a good idea. But further down the track the world can be a very different place and such contracts can be problematic, so carefully weigh up the benefits and risks.

These are just a few of the areas to consider. Think about them in advance and give yourself time to find the right balance. In particular, think carefully before taking on fixed costs which you may later live to regret.

INVESTING NON-EXECS - THE VALUE OF THE NON-EXEC WHO ALSO INVESTS

By Chris Spencer-Phillips, Managing Director, First Flight Placements

Chris Spencer- Phillips explains how an investing nonexec can provide skills and funds crucial to your future success. Raising finance for young companies remains very difficult in the current environment. In the absence of bank funding, there are a number of options, including the following.

• Family and friends are still a key source of funding for many UK businesses.
• Angel networks can be useful, although when businesses are short of skills and gravitas on their board, they tend not to invest. Also, putting an angel on the board does not necessarily provide the skills and experience that young companies need.
• Regional Development Agencies (RDAs), which are being replaced by Local Enterprise Partnerships. They usually operate on a matched fund basis and insist on a credible board.

A further option, and the area in which First Flight Placements specialises, is finding non-executive directors who invest in the business. We have pioneered the concept of investing non-execs and have now successfully helped some 80 developing companies by providing them with one or more 'wise owl' who also invests – at an average investment of £70,000.

To be successful, businesses need strong management and clear leadership. An experienced and successful non-exec who has seen and weathered economic storms can be an invaluable asset to a young company. Non-execs can fulfil a variety of functions at different phases of a company's development, including contributing to strategy, providing contacts, mentoring the founder or chief executive, and crucially helping with funding and providing comfort to other investors and lenders.

Businesses are often started by passionate entrepreneurs – people with vision and talent in their field. However, they may lack business experience and this can scare off investors. A non-exec is an affordable way to access the necessary skills, providing clear focus for the founders in the current economic climate.

MAXIMISE FINANCIAL PERFORMANCE TEN QUESTIONS FOR YOUR FINANCE FUNCTION

By Simon Peskett

Simon Peskett talks through ten key questions you should be asking your finance team to help you manage your business.

As a business owner, there are some crucial questions that you should be putting to your finance function to assess whether the financial performance of your business is being maximised.

This is not an exhaustive list, and different businesses will have different requirements of their finance people, but all companies can benefit from answering these ten questions.

1. Does Our Finance Function Understand The Business and the Aspirations of the Key Stakeholders?

This is key. With the future so uncertain, it's important that the focus on long-term strategies isn't lost and that the key drivers for success, together with associated risks, are understood and monitored closely.

2. Is Our Finance Function Helping to Drive the Business Forward?

Many finance functions report on a compliance basis, providing regular historical information to stakeholders. However, the real value of a finance function is to be forward looking and identify the opportunities for increasing the financial performance of a business, while minimising risk.

3. Are We Getting Relevant Management Information That Helps Make Business Decisions?

In the current environment many businesses are using scenario planning to anticipate future needs. More than ever, management accounts with relevant key performance indicators (KPIs) and comparisons to key milestones must be produced on a timely basis along with forward looking projections. These need to be flexed according to current trading and various future scenarios.

4. Are Income Streams Sufficiently Well Understood to Maximise Pricing Strategies?

For the vast majority of businesses, pricing is fundamental and the finance function should be at the heart of understanding customers' needs, the approach of competitors and the nature of the underlying market so that pricing can be set appropriately to attract sales but provide a sufficient return for the business.

5. Are Business Risks Being Minimised?

A strong finance function should assist and direct the business in identifying, documenting and developing plans to control and mitigate the key risks that the business faces.

6. Is Our Working Capital Requirement Being Managed?

With order books fluctuating violently in many sectors, the need to turn an order into cash as quickly as possible, and to manage the associated funding gap, is critical. Previous recessions have taught us that businesses face greater funding risks in the upturn than when the economy contracts in recession. Finance functions should therefore, as always, treat working capital and cash management as priorities.

7. Are Our Relationships With Funders Strong?

With the current level of uncertainty in the market it's important that businesses maintain a strong relationship with their funders, be they banks or equity providers, and ensure they're kept abreast of current and future developments at the company.

8. Is the Funding of Our Business Appropriate, and Are the Related Risks Being Monitored?

Many businesses need flexibility in their borrowing needs, but banks are still under pressure to reduce their exposure. Businesses need to understand the risks associated with the different types of borrowing being offered. Invoice discounting may have been appropriate in a buoyant market for a growing business, but how will the facility be affected if turnover is reduced or customers extend their payment terms? Different banks have different risk profiles, so it's important that your finance team finds a lender who will provide the appropriate funding at the right price.

9. Are Our Business Overheads Appropriate?

Regular value for money audits and cost benefit analysis of overheads by the finance team will allow a business to negotiate terms with suppliers from a position of strength.

10. Do We Get Good Advice From Our Professional Advisers?

Are you taking full advantage of tax breaks that are available for the business? Are the full implications of investment strategies understood before decisions are made? Similarly, is the business aware of potential changes in financial reporting that may affect the way investors and lenders will look at the business in the future?

WEB ANALYTICS - GATHER A RICHER UNDERSTANDING OF YOUR CUSTOMERS

By Caspar Craven, Co-Founder and Director, Trovus

Caspar Craven explains how you can get a powerful picture of who's visiting your website with a new generation of web analytics.

Lots of websites use some form of analytics such as Webtrends or Google Analytics to track visitor numbers and the search terms that they use.

The problem with these 'macro analytics' is that they don't offer particularly detailed company level information or much insight. You might know how many people visit your web pages, but not detailed, easy to understand profiles which show you full activity pictures of the organisations looking at your website.

The latest generation of 'micro analytics' tell you much more about the people and organisations that visit your website. So, for example, if you sell marketing training courses to pharmaceutical companies, you could see GlaxoSmithKline searching for training courses on your website. Then later you might see five other people from the same company viewing your web pages.

If you're selling high value products and services to other businesses, this is critical information to help create new business opportunities and target marketing spend.

Generating New Business

If you're a growth business, it's likely you'll be using a variety of marketing activities. These activities could bring 100 visitors to your website, but only a couple of people might get in touch – but many more companies could be interested.

Using micro analytics, you can see the web pages that individuals within these companies look at, and how often. Armed with this data, you can save time and win more business by focusing on better prospects.

Optimising Your Marketing

It's the classic adage: half of your marketing works, half doesn't. The problem is, you don't know which half. With micro analytics, you can see whether people within the companies you're targeting actually engage with your website – knowledge which tells you which marketing strategies work.

As with all marketing, technology is just part of the answer. Success comes from how you apply the intelligence you gain to your business – but you need the right web analytics in place first.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.