Your Business Magazine 2022 - 35

YOUR BUSINESS _ 2022
A
ccountants have a particular set of skills
and in the world of mergers and acquisitions,
understanding the difference between profit
and cash and the role of the balance sheet in
facilitating that difference is paramount. This skill comes
into its own when the headline price has been agreed
for a business, as typically this is arrived at solely by
reference to profit.
Assured Digital
Technologies
Bristol IT Company merged with
MDS Technologies in 2020 to form
Assured Digital Technologies
By the time that headline terms are agreed between the
buyer and seller, the accountant is likely already to have
worked with their client to present or assess its profitability
in the most appropriate way. Like dogs and houses, a
business can take on the characteristics of its owners, and
these may not be desired by a buyer. Whether that is the
substantial salary paid to a family " chairman " or the rent
saved by owning a property, the humble accountant can
ensure adjustment is made to demonstrate to a buyer
what they could expect from the business if it were run
independently of ownership.
The price is right - for all concerned
For most profitable trading businesses price will have
been arrived at by reference to a multiple of earnings. The
price typically sits proudly near the top of the heads of
terms, with an air of finality about it. However, it is almost
always proceeded by the following words, which can have
a significant impact on the overall proceeds received by
the seller - " on a cash-free/debt-free basis, subject to
normalised working capital " .
Right are two examples of how the above words may
open a can of worms - or in this case, beans - and how the
team at Harbourside has deployed their skills in counting
them, significantly enhancing the outcome for their client.
The Harbourside team acted for the owners of the thriving
Bristol IT Company when the latter made the strategic choice to
merge with a successful local counterpart, MDS Technologies.
Both organisations, located in the south-west, were well
established and respected in their sector, profitable and
successful - but with one focused on large public sector clients
and the other on smaller, private sector clients, what constituted
" normal " working capital for each was quite different. A
mutually acceptable arrangement was reached for cash
identified as surplus within Bristol IT to be treated as a loan from
the seller, rather than a direct contribution to the merger " pot " .
Amin Khataee of Bristol IT Company (pictured above) says:
" A clear, factual explanation of the different working capital
profiles of the two businesses enabled an informed and
amicable agreement to be reached, helping me realise value
that I would have lost without this important piece of work. "
Metrotile UK Ltd
An offer was made for Metrotile UK
Ltd by its principal supplier
As a key supplier to the company, the
purchaser had a significant influence
on the target's working capital profile.
Informed and constructive discussions took place between
Harbourside and the accountants to the buyer, and this
mutual understanding of the trading arrangements between
the two businesses resulted in the seller receiving additional
value for his shares for an adjustment between actual and
normalised working capital.
" I was delighted with the outcome, " says John Cunningham,
seller of Metrotile UK Ltd (pictured above). " Observing two sets
of professionals conferring in a language I didn't understand,
with much nodding and the odd wry face was comical. Being
told the outcome was a substantially more than I had steeled
myself for was magical. "
Harbourside's work offers much more
than psychology, negotiation and
strategy skill - we also know how
many beans make five. For more
information, visit harboursidecf.co.uk
http://harboursidecf.co.uk

Your Business Magazine 2022

Table of Contents for the Digital Edition of Your Business Magazine 2022

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