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  Business Advice

Are You Thinking Of Selling Your Business?

As the owner manager of a business, which you have spent a lifetime building, the thought of selling it is a very daunting prospect. It is critically important that you get the best possible price for it and that it will ideally continue to trade into the future under control and directorship of new owners. A number of key steps need to be taken in order to sell your business, including:
  • Valuation of the business.
  • How to structure any potential sales deal.
  • The best way to advertise the business and which potential buyers should be prioritised as possible purchasers.
  • The best time to sell.
  • The formality of due diligence and legal matters involved.
While every business sale will be different, typically it takes about six to nine months to complete the process from planning stage to the ultimate sale. Occasionally it can be done in a shorter time period, but it is unusual as a certain amount of preparation work will need to take place in order to get the business into the best possible shape prior to placing it on the market. This article has been prepared in order to give an overview of the process of selling your business. Preparation for Sale The first stage to be addressed is the preparation of the business for sale. This generally takes a period of four to eight weeks depending on the circumstances of the business. A major part of the preparation stage involves you and your accountants/advisors drafting an Information Memorandum (IM) on the business. Your input as the owner manager to this process is critically important as it sets out a sense of the company and how the sale itself is likely to proceed. The IM document should be drafted in a positive way and typically would contain the following sections:
  1. Executive Summary
  2. Background to the Company
  3. The products or services offered together with an outline of the business model in operation
  4. Details of the customers and market in which the company participates
  5. Future opportunities attached to the business going forward
  6. Key financial information and financial forecast, reasonably reflecting how the company is expecting to perform in the next one to three years.
A comprehensive list of possible buyers should be prepared at this stage. This will need to be a combined effort between you and your accountant to ensure that all potential purchasers of the company, both in Ireland and overseas, are identified and graded in terms of their potential.   Making Contact with Potential Buyers At this stage, your advisors will be ready to make contact with potential buyers of the business. Before the IM is issued to the potential buyers for their consideration, they should firstly be asked to sign up to a confidentiality agreement. At this point, your advisors would request that potential buyers, who have expressed an interest, would revert back within three to four weeks providing an indication of any non-binding offers for the business. Once the indicative offers are received, you and your advisors will review the offers and a number of the potential buyers will be invited to meet the sales team for discussion purposes. This second stage can take up to four to six weeks.   Meeting with Bidders and Management Presentations At this stage, meetings can take place between interested parties and the sales team (including some of your senior management team, if appropriate.) In many respects, this is a critically important stage in the whole sales process. Face to face meetings with interested parties tend to reveal a great deal in terms of the actual interest level in acquiring your company. In person meetings of this nature can also be very effective in identifying common ground and shared objectives. Following these meetings, interested parties would be contacted seeking revised offers, as appropriate. Once revised offers have been received, your advisor interacts with the bidders in order to work out the best final offers. Following this, your advisor will work through the final interested parties and prepare a prioritised list of preferred purchasers. Needless to say, the price on offer will play a very large part in that decision, but other factors may also be relevant. Once a preferred party is identified, a Heads of Terms will be prepared. This is a short document capturing the key commercial and financial terms of the proposed deal for the sale of your business. This stage can take between six to eight weeks, involving a significant time commitment from you as the seller of the business.   Due Diligence and Final Negotiations Following completion of the Heads of Terms, the final stage in the sales process will involve a due diligence exercise being undertaken by the preferred party on your business. This will involve a detailed review of all key aspects of the business, so that a full understanding of the detailed operations of the business can be achieved. Following satisfactory completion of the due diligence process, the Sale Agreement is prepared by your solicitor, in consultation with your advisor. It is then issued to the selected purchaser for legal review and to sign. Once this document is signed by both parties, the sale proceeds are transferred by the purchaser to you and then the sale of your business will have been completed.   We have assisted many clients with the successful sale of their business so if you require assistance in relation to preparing your business for sale, we would be happy to assist. You can contact us at
info@robertsnathan.com   The content of this blog is intended to convey general information and educational advice. It should not be relied upon as professional advice. We have done our best to ensure that the information provided by Roberts Nathan is accurate and up-to-date but unintended errors or misprints may occur. If you wish to obtain business advice or taxation advice please do not hesitate to get in contact with a member of our team.
June 21, 2022
  Business Advice

Have you Planned out your Payments for the Debt Warehousing Scheme?

During the pandemic, the Government introduced a number of measures to help companies and individuals who were facing cashflow difficulties. One of the helpful and widely used measures introduced was the debt warehousing regime whereby companies and individuals could warehouse their VAT, PAYE and Income Tax liabilities that occurred before 31 December 2021. The main points of the debt warehousing scheme were as follows;
  • The scheme allowed for the deferral of unpaid VAT and PAYE debts for businesses restricted from trading due to the Covid-19 pandemic for a period of 12 months after a business resumes trading.
  • The debt warehousing scheme also applied to Income Tax. This allowed for the warehousing of the Income Tax liability falling due on 31 October 2021 which comprised of the balancing payment due for the 2020 Income Tax year and Preliminary Tax due for 2021 Income Tax year.
  • The debt warehousing scheme was also expanded to include the recovery of any overpayment of the TWSS and EWSS which was paid to employers during the pandemic.
The scheme allowed for the deferral of these unpaid liabilities for an interest free period of 12- months which is ending in most cases on 31 December 2022 and will provide for a reduced interest charge of 3% on those debts from 1 January 2023.  In December 2021, Revenue announced that the scheme would extend from 31 December 2021 to 30 April 2022 for certain companies. In essence, the interest free period for debt warehousing will be  coming to an end later this year. If the debts are fully paid off by the end of the year, no interest will occur. Any debt outstanding from 1 January 2023 will have an interest rate of 3% per annum applied to the debt provided a Phased Payment Arrangement (PPA) has been agreed with Revenue in advance. Revenue have advised that anyone who will have outstanding debt in place going into 2023 will be required to contact Revenue with a payment plan before the end of 2022 outlining how they intend to pay the outstanding liabilities to Revenue. Given we will shortly be entering the second half of 2022 companies should begin thinking about their cash flow management now and the PPA proposal they intend to put forward to Revenue before the end of the year. If you require assistance in relation to contacting Revenue with your payment plan, we would be happy to assist. You can contact us at
info@robertsnathan.com To learn more about our services see our Personal and Corporate Taxation page. Contact Us
May 24, 2022
  Business Advice

Dealing with Inflation: Advice for Business Owners

Current inflation factors

The Irish economy is going through an unprecedented period of inflation. This was initially driven by supply chain hangovers from COVID 19, which saw prices of building materials, materials for cars and increased costs of consumer goods. Since the start of 2022 there has been further inflationary pressure mainly as a result of the Russia/Ukraine conflict. This has resulted in a dramatic increase in energy costs and food product costs. Annual inflation in Ireland neared an almost 40-year high of 6.7% in March, a jump from 5.6% a month earlier. Diesel and petrol have increased by 46% and 35% respectively year-on-year while food prices rose by 3.1%. Electricity prices were up 22.4% while gas prices rose 28%.

Outlook

The Central Bank predicts that price growth will peak at 7.7% in the second quarter of 2022 before retreating to 5.1% towards the end of the year. SME’s have endured a turbulent few years as a result of COVID 19 and are still dealing with legacy issues as a result of the pandemic. There is now an additional headache as they navigate inflationary increases.

What companies need to consider

  • As a result of inflationary pressures margins for businesses are likely to come under pressure due to:
    • Higher raw material costs
    • Higher energy costs
    • Upward pressure on employee wage costs as staff deal with a higher cost of living
Directors need to plot how they can manage the increase in overheads without impacting the profitability of the business.

Steps companies need to take now

  • Preparation of reliable management information will be crucial to help companies deal with the current headwinds. This information should include:
    • Up to date Management Accounts
    • Cashflow and Budgets which reflect accurately any cost increases and are reasonable in terms of increases in turnover.
  • Engage with Revenue and agree how warehoused taxes are to be dealt with.
  • In a high inflation economy, it is important to engage with suppliers and lock in prices as early as possible.
  • Engage with customers / clients early and flag increased prices. Any lag in passing on price increases will affect margins and profitability.

How Roberts Nathan can help 

We have been assisting many of our clients recently with their plans to navigate through this challenging time with the preparation of the above-mentioned Management Accounts and Budgets. If you are concerned about these current challenges and would like to consider availing of these services we would be delighted to assist you. If you would like to discuss the above you can contact Brendan or email us at info@robertsnathan.com Contact Us
May 11, 2022
  Business Advice

5 Planning Steps To Take Before Preparing Your Business For Sale

If you want to make selling your business simple, consider this fundamental principle: You must work each day preparing your business for sale. It makes no difference whether you intend to sell your business or not. The point is that preparing your firm for sale long before you’re ready to sell can boost its health while also making it more appealing to potential purchasers. You will also be preparing your business for sale quickly. There are things you can do to increase your chances—and the sale price—whether you want to sell your firm now or later. To get a great price, follow these five steps.
  • Step 1: Learn to discover and recognise strategic buyers 
Using these are buyers who are interested in anything other than your bottom line—your income. For example, they might be interested in your intellectual property or require your essential clientele, but what sets them unique is that your company will be beneficial to their success. The most significant reason to discover these purchasers early while preparing your business for sale is that you may have to obtain preliminary copyrights on any applicable property rights, or you may need to lock down significant clients by entering into a contract with them.
  • Step 2: Instead of focusing on debt, concentrate on profitability 
Businesses are frequently valued based on profit multiples rather than debt. Thus increasing sales makes complete sense (and thereby increases your selling price). However, you must use caution in this situation: A sensible buyer would conduct due research and review your company’s history, so taking out a large loan to buy new equipment isn’t a good idea while preparing your business for sale, but instead of paying down your mortgage, you might wish to invest earnings in new equipment.  
  • Step 3: Resolve any pending legal actions or liens 
Buyers aren’t interested in companies that have great legal difficulties. Clear out all of these messes in advance, even if it means accepting less-than-ideal terms.  
  • Step 4: Reduce your business expenses 
The aim is to be as compact as feasible to demonstrate a rising revenue trend. Analyse all of your expenditures and eliminate the ones that aren’t required. Concentrate on reducing whatever business expenses you can’t stop. It would be best if you did everything you could to boost profits and efficiency in your company. Potential buyers aren’t only interested in looking at a static set of numbers; they’re also interested in watching how those numbers change over time to see if the business is improving or deteriorating.
  • Step 5: Be the one who is difficult to obtain 
You’ll need to nurture several customers and develop a demand for what you’re selling if you want to obtain top money for your firm. You’ll make a lot more money when preparing your business for sale if there’s lots of competition among buyers. Bottom line Your long-term goal could be to sell your firm to the highest bidder and generate a pile of cash to engage in your next creative idea or to pass it on to your children. Carefully applying this advice will guarantee your company’s health and worth when preparing your business for sale. If you have any questions or want to have a confidential chat about the subject above, please don't hesitate to contact our Senior Partner,
Peter Roberts. His contact details are below: Mobile:  +353 (0) 86 813 8813 E-mail:  peter.roberts@robertsnathan.com
October 20, 2021
  Business Advice

The Process To Think Through When Selling Your Business

Selling a business is time consuming, emotive and can be costly if not executed correctly.   As we emerge from the rollercoaster of lockdowns over the last eighteen months, our economy is starting to roar back into life, and as a result, there is an increased interest in SME's across all sectors from both trade and private equity buyers. This, coupled with the availability of both debt and equity funding, makes it an opportune time to consider an exit strategy.  In this article, we explore a range of considerations when selling a business.

Preparation

Preparation is key to achieving the best value. The preparatory phase is when you should engage with your adviser and thoroughly review the business and its value drivers. Ask, 'why would someone want to buy my business" and then focus on this.   Prospective purchasers will demand transparency, so dealing with potential red flags and 'deal breakers' in advance of the buyer due diligence process will help protect value.   Telling your businesses story is essential and understanding how to present its financial information, both historical and forecast, is a crucial element of the process. What is the succession plan? With many owner-managed businesses, the owner is the business. A potential buyer will attribute little value to a company where its driving force (the owner) will be exiting or retiring in a short period after the sale.   Early tax planning protects value. The shareholders should consider the tax implications in advance of the process as time is of the essence where restructuring is required to effect a tax plan. Early key questions to be answered;
  • Is there an opportunity for family members (children and siblings) to be involved in utilising tax reliefs such as business asset relief for capital acquisitions tax purposes? 
  • Is there an option to claim retirement relief or entrepreneur relief for capital gains tax purposes?
  • Is there an option to review the group structure as a holding company can be beneficial when selling all or part of a business?
Perhaps the desired solution is a hybrid approach, providing a portion of the business to the next generation while selling a portion externally to generate some funds personally.  It is crucial to consider the tax considerations above with the overall commercial plan. 

Identify Prospective Purchasers 

Understanding and researching the potential buyers for your business is an essential part of the process.  Every business owner can name several potential buyers, be that a management team or a key competitor.  However, other potential buyers may not appear on a list, may have different strategic reasons for buying and may pay a premium for the business, i.e. new market entrant, acquiring IP, or gaining access to resources (e.g. people).   Keeping the process confidential during these early stages is vital as it may 'spook' potential customers or suppliers or unsettle critical employees. Having an adviser on board will help maintain confidentiality.  

Negotiating The Deal 

Once potential purchasers are identified, they may enter a period of limited due diligence.  Much valuable insight can be gained during this period for the vendor, regarding how the due diligence has conducted the type of queries and questions raised. Having this insight early on will help in the price negotiation phase.    It's not advised to name your price, solicit offers for potential acquirers setting strict deadlines for offers. The seller must maintain control of the process at this stage.  A second round of offers may be required until a preferred bidder is selected, after which they may enter a period of exclusivity to carry out a more detailed assessment of the company.    This selection criteria should not be based on price alone, and factors such as, ability to execute the deal and sources of funding should also be considered.     

Closing The Deal  

Negotiating the transaction documents is the final part of the process and also very important for both buyer and seller protection.   Considerations will need to be given to the deal structure.  Will part of the consideration be based on an 'earn out' from future profits?  Will the owner-manager be required to remain with the business for a period post-sale to help with the handover of relationships and integration?  The sale process is a time consuming and very involved process for the business owner, and often management teams are distracted by the process taking their' eye off the ball' to the detriment of the business.      Getting your advisers involved early in the process will help avoid many of the common pitfalls and ultimately protect the value that in many cases has been built up in the business over many decades.  At Roberts Nathan, we have worked on many buy-side, sell-side and management buy-outs in the recent past, and we have a wealth of experience advising owner-managers through the transaction process.  Please get in touch with us if you would like to understand more, my details are in the link below: 
https://www.robertsnathan.com/member/derek-dervan/
September 9, 2021
  Business Advice

Bidding On The Right Contracts

Our aim at Roberts Nathan is always to add value to your business and to support you as it grows. To do this effectively we listen and we understand. Only then do we offer expert financial and business performance advice to allow you make better decisions for you and your business. When it comes to our business advisory services, one specific challenge we help our clients overcome is around the correct process for bidding on new contracts. Making a bid is a time-consuming process that requires a lot of effort for any business. Hence, it's imperative that you carefully choose the projects you want to pursue. While you can see a lot of potentially lucrative contracts in your industry, there are some that won't be as suitable for your business. This is why it is really important you have a system and methodology to perform a comprehensive contract bidding analysis that is in accordance with your long-term plan and fulfils your company's objectives. Factors to consider to ensure bidding on the right contracts Here are a few variables you should evaluate before bidding on a contract to ensure that you are making a decision based on an agreeable logic.
  • Profitability
The main thing is that there's no contract bidding on a project if it doesn't generate enough profit. To accurately estimate your project expenses, ensure you have an accurate and detailed accounting of your yearly labor and equipment expenditures. Incorporate taxes, insurance, workers' compensation, holiday pay, tools and equipment, and any other perks you offer your employees when determining labor expenses. After determining how much it will cost to finish the project, you must examine additional factors such as location, contract requirements, expected construction technique, and so on to decide if the project will be lucrative if you make the winning bid.
  • Potential
After you've established that the project is beneficial for your business, you must evaluate if your business is capable of completing it. Examine your existing backlog of future projects to ensure that you have the workforce, equipment, crew, and other resources in place to devote to the project when construction is scheduled to begin and finish it on time. It is also important to verify that your business is financially competent to finish the project, which means that you have the necessary bonding capacity and cash flow to complete the job without compromising your other commitments.
  • Long-term planning
Check if the project you're interested in bidding on aligns with your business's long-term strategy and objectives. Whether you want to expand your business or to grow the business into new markets or geographical regions? Or maybe you want to switch to private work, or maybe you'd like to take on bigger projects, like hotels or hospitals. Irrespective of the company's long-term plans, make sure you're discovering and pursuing projects for contract bidding which support those objectives. Project location, duration, scale and nature, competitiveness, client, and designer are things to consider when deciding about the contracts to bid on. 

How can we help?

From comprehensive business advisory to making bids, we provide you with the assistance for each of these business aspects. When you choose us for your bidding solutions, we'll simplify the process and show you how to create winning bids that will incur the highest profits for your business. In addition, we'll assist you with identifying allocation bases and dividing pools of expenses, compiling indirect costs, and calculating fair and attractive rates for contract proposals.  By working with the Roberts Nathan team, you can rest assured that all your contract bids will be made after comprehensive, thorough analysis of your resources which will guarantee to deliver your business the best possible returns.  Please reach out to me on
shane.meade@robertsnathan.com or feel free to give me a call on +353 (021) 494 3977 if you have any questions in relation to any part of the contract bidding process.
July 7, 2021
  Uncategorized

Covid Restriction Support Scheme

As many businesses begin reopening their doors this week, the Revenue have confirmed those eligible for the Covid Restriction Support Scheme should be able to avail of two weeks double payment of the scheme in order to assist with restarting their businesses. See details of the Revenue press release here. As Revenue have reiterated in recent times, all reliefs such as the CRSS require up to date tax clearance certificates which mean the taxpayer must have all tax returns filed and payments made or debt arrangements agreed. At Roberts Nathan we continue to assist our clients both applying for and maintaining Covid reliefs. Feel free to contact us if you wish to discuss any Covid supports or any issues arising for your business as the economy reopens over the coming weeks.
May 12, 2021
  Uncategorized

RN Podcast: 2021 – What is in store for the Irish tax landscape in the year ahead

Vivian Nathan, Managing Partner, welcomes Brendan Murphy, Tax Partner, to Roberts Nathan. Brendan joined the firm at the beginning of 2021 to continue the firms expansion and our commitment to providing our clients with dedicated specialist within specific sectors. On this podcast, Viv and Brendan discuss the opportunities Brendan sees for businesses from a tax perspective in the year ahead and what will be the key areas of focus for tax advisors. They also look at the impact to date of Brexit and how this will continue to effect trading between Ireland and the UK. Finally they will look at the cost Covid-19 is having on the Irish economy and what the future Irish tax landscape may look like.
We hope you enjoy listening to our podcast and if you have any questions regarding any of the points raised please let us know.
 
April 19, 2021
  Uncategorized

UK Businesses – Do you have the correct Irish VAT number?

Check your VAT number VIES VAT number validation
No, invalid VAT number for cross border transactions within the EU
Since June 2019, companies registering for VAT have had to specify whether they wish for a “domestic only” or “intra-EU” VAT registration. The domestic only registration has helped speed up registration process for business seeking to register for VAT however, we have seen a number of instances where businesses are unaware of the need to include an intra-EU registration within their application. In particular we have noted many UK businesses applying for Irish VAT numbers on the basis of being a non-resident company with operations in Ireland and obtaining an IE VAT reg.  If the company is importing goods into Ireland for domestic only supply, then the domestic VAT registration is sufficient and they are charged Irish VAT at the point of importation of the goods into the EU.  Thus the domestic VAT registration applies only if the company is importing goods into Ireland, storing and distributing them here and not further distributing outside of Ireland. However if your company is looking to use Ireland as a new trading base in dealing with EU customers this will not be an effective VAT number for EU wide trading. So check your VAT number.  If you get the above message on the VIES system then it is only a domestic VAT registration. This will cause issues if you are bringing goods into Ireland and then intending to export them to another EU country as you will need to apply for an intra-EU VAT number.  It will be the exact same number but will need to be validated as otherwise your customers will get the above notice when the VAT number is checked for EU trading.  This causes an issue for your EU customers as you will not have issued a valid VAT invoice. We have helped a number of clients with this by amending their VAT registration and getting the option for intra-EU VAT registration. This requires additional information for Revenue which we can assist with. If you would like to explore further options around your business, please contact Brendan Murphy who would be very pleased to assist you. Brendan Murphy:
brendan.murphy@robertsnathan.com
March 31, 2021
  Taxation

Revenue Update – Debt warehousing and Covid-19 supports

Last week Revenue began to write to taxpayers who are availing of debt warehousing and other Covid-19 supports. In relation to debt warehousing, Revenue are reiterating the need for all returns to be filed on time, even where warehousing is being availed of on payment. Any taxpayer availing of debt warehousing but does not have all tax filings up to date will be reminded to do so immediately or lose their entitlement to avail of the Debt Warehousing Scheme. Any returns outstanding will be brought to the taxpayers attention in the Revenue latest correspondence. For taxpayers availing of both Debt Warehousing and either the Employment Wage Subsidy Scheme or the Covid-19 Restrictions Support Scheme, they will be advised to bring any outstanding returns up to date within 21 days or their tax clearance will be rescinded and they will no longer be eligible for any of the support schemes. Revenue have also began a second stage of TWSS reconciliation, seeing employers who have availed of the scheme receiving a detailed reconciliation through ROS. Employers have until the end of June 2021 to review the information contained in the reconciliation by Revenue and accept, appeal or make any required adjustments to their claim by this date. It is also worth noting for taxpayers who are not availing of debt warehousing but do have tax liabilities outstanding that Revenue will seek to enforce debt collection of outstanding liabilities over the coming weeks as highlighted in a press release earlier this month. Finally, late filing surcharges for corporation tax returns had been suspended from March 2020, however Revenue have now confirmed that for corporation tax returns due between 23 March 2020 and 23 June 2021 (i.e. accounting periods ended between 30 June 2019 and 30 September 2020), will need to be filed by 30 June 2021. Corporation tax returns (including iXBRL financial statements if required) will be required to be filed on time from this period on to avoid late surcharges. If you would like to explore further options around your business, please contact Brendan Murphy who would be very pleased to assist you. Brendan Murphy: brendan.murphy@robertsnathan.com
March 30, 2021