Businesses don’t fail to sell because they’re bad businesses. They fail because nobody ever set them up to be bought.
Twenty years of decisions that were right for running the company are probably wrong for selling it. Buyers walk away from deals because owners couldn’t produce the due diligence in time or in the right format. Small businesses account for tax efficiency, not sale. They often misunderstand work in progress, don’t accrue properly for balance sheet or don’t have sufficient financial controls or data-based tracking of project margins. Clients might be heavily concentrated or rely on founder relationships. Buyers need to meet lender criteria and small businesses don’t understand what these are.
None of it is negligence. All of it is invisible, until a buyer or a bank goes looking, and then it’s too late to fix to save the deal.
We buy businesses. We can only buy the ones a bank will lend against, so our own deals live or die on three tests: genuinely profitable on a properly stated basis, able to service the debt every month rather than on average, and with a visible route to growth.
Most buyers who walk away won’t tell you why. We will. Nine times out of ten it isn’t the business. It’s that the numbers or information as presented wouldn’t clear a credit committee.
It’s in our interest for your business to get the right deal. We want to buy profitable businesses with happy owners, because those are the ones a bank will lend against. And in our group model, we keep owners in the business after we buy, so we need them happy with the value they got and motivated to grow the group together.
Not “are they accurate”, but do they show your business in the best light to a buyer or a lender? Can you confidently share your numbers on request, show consistent monthly profitability and be sure they are compliant with accounting standards?
Project businesses get this wrong constantly. Income is accrued as it’s earned, but freelancer, production and pass-through costs turn up weeks later and land in a different period. This makes your profit margins more lumpy than they need to be.
Do you have a leadership team who know the commercial numbers and understand the model. Can decisions be made without the founder in the room. Are relationships owned by the business rather than the person.
Every buyer discounts owner dependency, heavily. Every owner underestimates how visible it is.
We’re not just talking a forecast. What is your strategy & your plan to achieve it? Who is making it happen, what resources are required to make it happen? Are there target dates & gates which are being tracked that help prove your path to your profit growth?
Buyers and lenders are buying future potential not past glory. A lender needs something beyond today’s run rate. So does a buyer deciding what value to give your business.
Yes, you may be project based, but many small businesses account for revenue as they invoice, tracking work in progress for HMRC, but don’t do the same for costs. This can cause problems with lenders who use ratios that lean on monthly EBITDA and working capital, so when they are lumpy, banks are unlikely to lend. Some businesses can overcome this by properly accruing project costs in line with invoiced revenue.
An owner, planning to retire in the next 2–5 years. A leadership team who had never seen the commercial numbers, let alone understood the model, and who don’t care enough or can’t spot the issues in time or set up new relationships. Without the owner, the business would wilt and fade.
A year of work later, the team runs the plan and new hires have been identified as needed. It should have started five years earlier.
This business was highly profitable, cash-generative, no debt. It took seven months to extract usable numbers from an outsourced and frequently absent accountant, and when they arrived, the way they’d been prepared made raising bank credit impossible.
Nothing wrong with the business. Everything wrong with how it was reported.
A seven-figure asking price built on two decades of graft. Six months of diligence, two weeks from signature, and the balance sheet gave up its answer: funding circling between directors’ loans and pension funds, with working capital at a sixth of what the business needed.
Good business. Wrong number. We walked away but offered to help them fix it, or buy it when it was fixed.
A buyer’s-eye and a lender’s-eye assessment, delivered together.
We test the numbers and the systems. We help you map out your end-to-end processes and identify what is working and what needs to change. We also let you know whether you’d pass the tests a lender would apply.
We test the business and the culture. We assess the quality and concentration of your client relationships, your team, owner dependency, and the points of differentiation that should be driving your growth plan.
You get one prioritised plan: what you would need to do to maximise your value in a clean, concise, compliant way that meets regulatory and accounting standards and is ready for sale. What to fix, what it should cost, how long it should take. Where it helps, we open our network of investors, lenders and advisers. We ask the questions & provide solution that traditional M&A advisers don’t.
For businesses that already know roughly what’s wrong and need it fixed properly or who have already undertaken the Readiness Review
Systems and controls. Diagnose the accounting position as a buyer and lender will view it. Map quote-to-cash. Implement AI based solutions to get your systems and controls working better together. Agree the KPIs that matter, build the month-end rhythm and the dashboard, then run a live month end on the new process to prove it works.
Growth plan and culture. Make sure you have a clear proposition that defines what you stand for, why you win, how you make money doing it, and a plan to get there, designed so the team will actually use it. Linked to your financial KPIs and systems & controls.
You’re buying an outcome and a timeline, not a number of days. You cannot prove a month-end close works without a month end, so we time it to do that. We only take on a limited number of clients in a year so we can deliver the outcome needed.
We don’t think valuation methodology should be a secret. Ours is:
Agreed in writing before anyone touches the numbers. Every adjustment corroborated by your own accountant, not by us. The method doesn’t move because the findings do.
Good companies. Good people. Deals that fell apart over numbers that could have been fixed two years earlier, or a dependency on one founder or one client that nobody had dealt with early enough.
So we held their hands. We watched owners spend tens of thousands on advisers who produced packs, listed risks, and fixed nothing. We watched deals nearly collapse, more than once.
So we started doing the fixing first. For us, or for whoever buys it instead.
If a sale follows, whether to us, to someone in our investor network, or to a buyer we’ve never met, the business is ready. If it never does, you own a better business. Both are wins.
Two-time Global Award-winning CFO. Chartered Management Accountant, Executive MBA. Has raised well over £100m of debt and equity, and scaled myenergi from £2m to £67m in four years. Over 20 years of acquisitions, MBOs, BIMBOs, refinancings and exits across printing, packaging, manufacturing and distribution. Buy-side principal; currently NED on three boards.
25 years in commercial leadership, running P&Ls from £50m to £3bn at Procter & Gamble, O2/Virgin Media and The Access Group, a software business that grows through acquisition. 15 years as Board Advisor & consultant to SMEs. Multiple buy-side M&As from P&G to the VMO2 B2C proposition. Supported The Access Group through delivering a £50m growth strategy across five newly acquired brands. Buy-side principal; currently supports two boards on their path to exit.