Thoughts on Windows 8 (and PC World)

It was time to replace one of the laptops. The old machine is a rather disappointing HP note book, which had never been a resounding success and is now showing the ravages of misuse & inherent unreliability.

I did my research. The first decision was over the operating system; did we upgrade to Windows 8 or continue with the excellent Windows 7. I read the reviews in the computer magazines and also looked at the forums, but had difficulty in differentiating between objective opinions or troglodytes unwilling to learn or change.  On a trip to Canada, I had the opportunity to “play” with a Surface Tablet (a Microsoft own make tablet computer designed for Windows 8) and found it to be intuitive and easy to use. Of course things were in different places, but once I had discovered the Search function, everything appeared to fall into place. Decision made; we would go for a Windows 8 machine with a touch screen.

Windows 8 has recently been upgraded to Windows 8.1.  There are lots of Windows 8 machines around and the upgrade “should be easy” – but in my experience, often isn’t. I decided that I wanted a machine with 8.1 preloaded – it would save time, hassle and hopefully ensure that the hardware is a modern version! 

I wasn't, however, convinced by the solid state Surface Tablet. Probably showing my own troglodyte tendencies, I didn't want to be dependent upon an internet connection in order to access all of my files. I am comfortable with Cloud storage, which I have been using for several years, but I am not happy at the thought of only having a small hard disc and being totally reliant on BT in order to access my work.  Decision made; we would go for a conventional hard disk.

I researched machines and looked at the offerings from HP, Dell, Lenovo, Sony, Toshiba and Acer. Our other laptops are all Acer’s and speaking as I find, I am impressed by their, inevitable, compromise between price and quality. I have never paid top price for a laptop but equally have never just gone for the cheapest option. I have always researched the market and am yet to be disappointed when we have chosen a mid-ranged Acer.  Although I had a number of options, my list was headed by the Acer V5, but I wanted to try the keyboard, the touchpad and get a feel for the general ergonomics.

Then, the week before I went to purchase a machine, I read the trade press which was suggesting that Windows 8 was “dead”. Apparently, Microsoft’s corporate sales are disappointing and informed insiders are saying that in April, Microsoft will announce Windows 9, to be shipped in 2015. I can’t wait until 2015, so I wasn't fazed by the rumour.

But where could I try a machine. Since the sad demise of Comet and with the limited stocks across other retailers, there is inevitably only one choice – so a visit to PC World, Basingstoke ensued. On first impressions, their display range was good, but on closer examination over 50% of their offering were traditional non-touch screens, whereas, of the others, most were old models running Windows 8, rather than 8.1. But they did have two Acer V5’s, an older model 571P and a newer 573P, at an extra £100 for which you got an extra 2mg of Ram (from 6 to 8) and a larger hard disk (from an impressive 750GB  to an even more impressive 1TB) plus some techie changes to the processor and the graphics card. The older/cheaper machine comes with a DVD drive, not available with the newer model. They are both impressive machines.

I played with the machines. The cases are slightly different but the keyboard and touchpads felt the same. I checked the operating system and both were running Windows 8.1. I was sold, but decided to save the £100 & go with the older model, mostly because of the DVD drive. It’s the sort of thing that you don’t use often, which is why you wouldn't carry an external drive with you, but when you want one, you probably want it now! But it was a marginal decision.

I spoke to an enthusiastic salesman who endeavoured to sell me antivirus software and Office 365. I am relaxed about antivirus software. The machine came with a trial copy of McAfee whilst the built in Windows Defender (the Windows 8 name for Microsoft Security Essentials) is, reputably, pretty good. The sales guy tried his best – by rubbishing the Windows product – but I resisted.

Whilst he packed the machine, we chatted about Windows 8 and Windows 8.1 during which conversation it became apparent that this machine was only loaded with Windows 8, even though the display model was loaded with 8.1. PC World would load 8.1 for an additional £50. I wasn’t impressed. I asked what Windows 8.1 machines that they had available & was told that they didn’t stock any machines preloaded with Windows 8.1. I decided not to purchase whilst I reconsidered my decisions.

Rechecking the web sites, it became increasingly difficult to determine exactly what is in the box. The PC World web sites list several machines with Windows 8.1 preloaded, but it wasn’t entirely clear to me which machines had touch screens. I decided to visit a larger PC World store and try an additional range of machines. A few days later, I drove to Reading, which has a larger display section of laptops and ample opportunity to play. They again had an Acer V5-573P machine, which again was loaded with Windows 8.1. I spoke to a sales lady who confirmed that the machine came pre-loaded with Windows 8.1, but they were out of stock, although Basingstoke had 6 machines in stock!  I returned to Basingstoke, spoke to the manageress of the laptop section, confirmed that the machine came with Windows 8.1 preloaded and purchased a machine. A good result – albeit, after a lot of effort on my behalf. To be fair, the lady from PC World was very pleasant, apologised profusely and gave me one month’s free access to their telephone help desk, albeit I would have to cancel the account after the free month’s access, to avoid a charge.

Getting the machine back to the office, I unloaded and fired her up. I had previously discovered the Search function, whereby, from the Start Screen, you just type your questions. No looking for a search box – just start typing and the machine does the rest.

As always, I double checked the antivirus software. A trial version of McAfee is preloaded, so I ran the update option, so as to load the latest data. I then ran the update program for the operating system and waited for the 81 updates to download. Both boring household jobs, easily ignored but, in my opinion, worthwhile with any new machine.

I went online, in order to play with Windows Explorer 11. I normally don’t upgrade browser software too early, in order to allow websites to catch up with the changes in technology. Although I don’t normally use Explorer, colleagues do, so I wanted to familiarise myself with the changes.

I ended up on the Microsoft web site and within a few minutes received the message informing me that I wasn’t using the latest version of Windows 8 and did I want to upgrade to Windows 8.1. I hadn't double checked when I fired the new laptop up, as it hadn’t occurred to me that PC World could be THAT incompetent. Guess what – they could. The machine was loaded with Windows 8 and not the promised Windows 8.1. It was so silly, I had to laugh. There was no point being angry – this is the cost of using PC World. Nice people – but……..

A couple of hours later, and the upgrade finished with no apparent catastrophes. I finished playing with Explorer and turned my attention to setting up the email and transferring files. It occurred to me that I hadn’t double checked the McAfee software since the upgrade and sure enough, McAfee wasn’t there! I checked Windows Defender which said something like “Your Computer Isn’t Protected – Unable to Initiate McAfee”, or something similar. Luckily I have been around computers for a while, so I wasn’t immediately worried. I ran a complete system check (more time consumed - thanks PC World!) and confirmed that the system was clean.

It has now been a week since purchasing the system. Windows 8.1 is good. It’s fast to load and is intuitive to use. I am not sure about Explorer 11 but am learning my way around it. I haven’t needed to call the PC World technical support & I am pretty certain that I wouldn’t believe anything they said. I have got stuck a couple of times, but found the answers on Google and haven’t been delayed by much. The touch screen is terrific. It’s far easier than a touch pad or a mouse and I can’t understand the criticisms I have read, unless the critics are impeded by a lesser screen than the Acer screen I am using. Overall, I am very impressed and very pleased with the decision.  

As for PC World, I am sure that I will be forced to use them at some time in the future, but I have learned a lesson and will never again rely on anything that they say.

Press Releases - an exercise in hope rather than expectation!

It is always exciting when a plan comes together and no more so, than when the press pick-up on a press release, which you despatched in hope, rather than expectation!

Talking to the press is always fraught with apprehension. There is a natural tendency for the interviewee to focus on his or her message without paying sufficient attention to the needs and aspirations of the interviewer, whereas the interviewer will always have their own objectives which may not always align with the aspirations of the interviewee.

Where the interview is strategically important, it would always be good advice to seek support from a Public Relations professional and your Finance Director from FD eXcel will be able to introduce you to a PR consultancy, from our vast network of associates. Where the interview is less strategic, the interviewee should approach the event like they would an important presentation, where the more that you have prepared, the more successful the event. The most successful presentations address the interests of the audience whilst allowing the presenter to make the points that he/she is endeavouring to project.

In November, 2013 we launched FD eXcel and engaged the services of Hayley, from Nao Communications, a boutique PR agency with a background in both new and established businesses. Not only did Hayley draft the press release, she targeted a bespoke list of financial journalists as the first step in a campaign designed to raise our profile and over a period of time attract some editorial interest. Much to our surprise the press release was picked up by the publication FT Adviser which is a Financial Times publication aimed at the IFA marketplace.

Daniel Liberto, the reporter from FT Adviser, was interested in what we were doing and was keen to understand how our services fitted into the IFA market. He completed the interview, checked a couple of details with Hayley and we held our breath as to whether it would be published.

If you would like to read the article it can be accessed at http://goo.gl/M0j4hK and we will see where our next press release goes in January, when we announce a new high profile recruit to FD eXcel.

Institute of Chartered Accountants Economic Forecast available for download

Adding to the several other economic good new stories, the latest economic forecast from the Institute of Chartered Accountants is available for download at http://goo.gl/os7ob1

Major high street bank “killing off small businesses to seize assets for its own property empire" - The Sunday Times 24/11/2013

An incredible story in The Sunday Times today! As stated by the newspaper, a major high street bank “is killing off small businesses to seize assets for its own property empire, according to evidence referred to financial watchdogs by Vince Cable, the business secretary”. Not only is this the sort of story that newspapers should be publishing, it contains a warning to the whole business community.

On first read, the stories are truly shocking. They appear to relate to the difficult period 2007 through 2010 and most of the stories relate to falling property valuations, where the property was used as security for a substantial loan. Nothing surprising there, you might think!

The surprise is in the suggested collusion between the bank’s “special measures” team and the banks own property division. The paper suggests that in at least one example, the property division identified a development for which it had an “appetite” and two days later, the developer’s loan facility was withdrawn. In another example, there are allegations that the property division where given access to “sealed bids”, so that it could purchase properties out of administration at the lowest price. Other allegations relate to interest rate swaps and inferences about changed property valuations.

Although the allegations of mal practise are shocking, the underlying stories are not. Banks are businesses that owe a greater duty of care to their shareholders than any duty they might owe to their clients. Even though your bank manager might well be your friend, the bank never is. It’s relationships with its clients are covered by the contractual terms of the agreements that the bank and the client “agreed”.  Yet how many small businesses actually read those “agreements”, let alone understand the terms. If they understood the terms, why did so many businesses agree to interest rate swaps and if the banks truly felt a duty of care to their customers, why did they introduce such complex products for the SME market?

In employment law, the law recognises that the relationship between employer and employee is unequal and that the level of inequality can allow even reputable employers to take advantage of the relationship. Best practise therefore has always been for the employer to ensure that the employee takes independent legal advice before entering into an agreement where the employee forgoes rights, even when the agreement is clearly to the employee’s advantage. 

But for some strange reason, the same logic doesn’t seem to apply to the unequal relationship between a bank and its SME client. Banks are businesses, nothing more, and nobody should enter into complex business contracts without fully understanding the implications of that agreement, and if the client doesn’t have the expertise, they should take advice from an appropriate person, who might well be their part time consulting finance director!

(Also published at blog.fdexcel.com) 

FD eXcel is open for business!

 FD eXcel is open for business!

Announcing new UK FD Consulting Group

FD eXcel is a new group of consulting, part time Finance Directors who have joined forces to support their members to deliver “best in class” services to the SME market. 

The part time FD concept is already well established in the UK, with a number of companies providing the services of highly experienced commercial FD's at a fraction of the cost of a full time FD.  However, FD eXcel is different!

Unlike many other groups, FD eXcel is owned by its members; reinvesting all of its income back into the business. The main advantage for its clients is that the reduced costs of employing a part time FD are then not inflated by management fees, which in many cases can be up to 40%. A less obvious yet crucial advantage is because FD eXcel is not seeking to be a profit centre, as a group it is highly selective in its recruitment criteria. The client gets the best person for the job, not just any person for the job.  FD eXcel will never be the largest group of part time FD's, but does aspire to be the most effective.

FD eXcel’s Services include:

×                      Business Health Checks

×                      Cashflow Management

×                      Compliance

×                      Long Term & Exit Planning

×                      Mentoring & Coaching

×                      Reporting and KPI’s

×                      SAGE Training & Reselling

×                      Trusted Business Partner

 Whether it's one day a week or three days a month, the FD eXcel team is available to help with those difficult issues which are normally dealt with by full time FDs, but at a fraction of the cost.

FD eXcel is interested in talking to prospective clients today who are interested in driving their business forward by maximising the value of their investment in a part time FD.  The team are also looking forward to speaking to other experienced FD's who empathise with the FD eXcel model.

Contact the FD eXcel team at info@fdexcel.com or 01962 601100.  We look forward to working with you. 

Surviving Due Diligence

Although the term “Due Diligence” (DD) applies to any investigation prior to signing a contract & can even apply to a duty of care process, it is most commonly used in respect of the evaluation carried out by a potential purchaser, before an acquisition or significant investment.

It takes many forms but is normally carried out by the purchaser directly, by reporting accountants & or by the purchaser’s solicitors. There may well be the need to involve other professionals, possibly including IT consultants, property professionals, environmentalists & or an almost endless list of possibilities, depending on the complexity of the businesses. Professionals in each speciality are often employed by both parties, asking the questions, providing responses, evaluating answers & asking follow up questions.

The process is costly, almost always invasive & normally stressful for both parties to the transaction. Not only is it true that most potential transactions fail, it is also true that most transactions fail during due diligence. Getting it right, which means effective & quick, is important to both sides.

Top Tips for a Successful Outcome

Sellers need to prepare early. Preparing your business for sale not only includes profit & value maximisation but also includes preparing the responses & marshalling the data for those questions which it is possible to anticipate. You can’t predict everything, but you can predict the obvious & can prepare the data, trace the supporting documents & explain the anomalies before the DD process has started, thereby reducing time scales, reducing stress levels, impressing & supporting the purchaser’s confidence levels & improving the likelihood of success.

There is no such thing as a “light touch” due diligence. At some point in almost every transaction, the purchaser will tell the seller that they have instructed the professionals to carry out a “light touch” DD. But it never happens. Even if the purchaser actually does ask for a light touch, the professionals involved have to worry about their professional negligence insurance & will place pressure on the purchaser to allow them to carry out an extensive investigation & however well intentioned, most purchasers will follow the strong advice given by their advisors.

Choose your professional advisors carefully. This tip is important for both purchasers & sellers. Almost every professional adviser will claim that they are experienced in DD work, although many aren’t. Always ask questions & seek examples of previous work. Expect a firm to have specialist partners & if they don’t, wonder how much DD work they get involved in. Meet the other members of the team, as it is they that are doing most of the work & interfacing with the other parties in the transaction. As well as ensuring that the advisers are experienced in DD, ensure that they are not too big for the scale of this transaction – you will save money & improve the likelihood of a successful outcome.

Respond quickly, respond accurately & document everything. Not only does the DD process help the purchaser to maintain (or even improve) confidence that they are doing the right deal at the right price, the answers will have a direct impact on the wording of the Share Purchase Agreement & in particular, the warranties & indemnities. Wherever possible, you should also take notes & then confirm all conversations with a written record.

Manage the professionals. Again, this is equally important for both purchasers & sellers. If properly chosen, the professionals firms should be experts in their field, but are unlikely to be experts in your field. Equally, the professional people that are asking the questions & possibly preparing the responses are likely to be more junior & less experienced than you might expect. Many of the questions will reflect their lack of experience & lack of understanding, as will many of the answers. Even when the questions are “sensible” & the answers accurate, there is lots of opportunity for the professionals to misunderstand the responses or misinterpret the implications. Both purchasers & sellers need to keep a close eye on their respective advisers, to anticipate “ill advised” questions, clumsy answers & mistakes in interpretation. Check everything & don’t allow the often understandable mistakes to get in the way of the transaction.

Love the other side. Every sales process that involves an extended gap between agreement & completion suffers from a phenomenon called “buyer remorse.” Well known to both new car sales personnel & estate agents, the purchaser begins to regret the decision to buy & these feeling of remorse are exaggerated by the length of the time scale involved. With a company sale, the room for buyer remorse is exaggerated by the extended time scales, by the DD process & by any changing circumstances, whether it be the target, the purchaser,  the market or the economy that is changing. Whilst the purchaser is experiencing “buyer remorse”, the seller may well be experiencing “seller remorse”, a phenomenon that probably only occurs with sales of personal property, be it a house or a business. When you add in the particular invasive issues around DD exaggerated by the commitment to fulfil the DD process whilst continuing to manage a business, it is little wonder that seller remorse is such an important issue in every transaction. The solution is for both sides to meet often, empathise with the other’s issues & look to resolve problems before they become barriers.

Hang Tough. Most transactions experience problems & any issues are exaggerated when they are applied to family businesses where the emotional attachments are that much greater. By keeping the focus on the end result, a business that has been professionally prepared for sale & which is fully supported through DD will come through & realise real value for the vendor & for the purchaser

---

Bob Drew is a Commercial FD with over 30 years’ experience in business. Having bought several businesses & sold a few, Bob has lived through a significant Exit when a large family business was sold to a private equity firm. The above Tips are borne of experience – they are not lifted from a text book.

Exit Planning Top Tips

1] Focus on your desires and objectives. For many entrepreneurs, this means balancing your wishes for yourself, for your family, for your employees, for your business and in many cases, for your customers and/or suppliers. This is a tough call and will probably take considerable time. Various people might need to be consulted, not least your professional advisers who may be able to help shape your thoughts and aspirations. The team at D5 Management have considerable experience with exit planning and will be able to test your aspirations and assist you in clarifying your thoughts.

2] Start Now! The earlier you start, the better placed you will be in achieving your aspirations. It’s a long process and the sooner you start the earlier you will be ready. Whether it’s a sale or a transfer within the family, every exit specialist will tell you that companies that plan early are more likely to complete and more likely to achieve a higher price and/or a more tax efficient solution. The D5 Management team are happy to engage early.

3] The Plan is critical. Why will the business grow? Why will it not decline when you leave? Why do you win in the market? In short the business needs a business plan that explains where it currently sits in the market, where it is going, how it is run, what threats it sees and what opportunities it will exploit…. A key part in establishing the value is a solid financial plan but this is underwritten by a quality business plan that explains the key assumptions. Too often there are numbers and tables with no plan and with no plan they are just numbers & tables… The D5 Management team are experienced in working on business plans and formulating business strategies. These sessions in themselves can add considerable value to a business.

4] Timing is everything. Economic performance and company profitability tend to follow cycles and the trick is to time a transaction so that you hit the top of the curve. But you are often not in control of events. The 2008 banking crash brought many a well-planned exit to a halt, either by damaging value or by the impact on funding. And even without a global economic crisis, the right buyer might appear at the wrong time or an unforeseen health issue might undermine the best laid of plans. The team at D5 Management appreciate the constraints on time and will be able to react at speed and are equally aware of the need, at times, to apply the brakes.

5] Clear out the skeletons. Every business over a few years old is likely to have issues that have not been attended to. Have you complied with all planning permissions and building regulations? What about the Health and Safety legislation? And are you up-to date with all of your tax compliance? Whatever the issue, it WILL surface during due diligence! The D5 Management team will help you identify these issues and will assist you in resolving problems and or introducing you to the appropriate experts.

6] View your business from the perspective of the other side. The negotiation euphoria is often followed by what the psychologists call “buyer remorse”. They worry that they have paid too much, about “black holes”, about future prospects, about losing staff and about post acquisition implementation? They just worry! But if you can see the world from their perspective, you can take steps to mitigate your purchasers concerns, before they become issues. The D5 Management team have been on both sides of the fence, have suffered the buyer remorse and are well qualified to predict the areas of concern.

7] Pay down debt. Your business is likely to be valued on a debt free basis and the price is then likely to be reduced by any outstanding debt. And your buyer’s advisers are likely to value debt far more aggressively than you. The D5 Management team can help you identify debt and if instructed early enough can help pay down or restructure debt before it becomes an issue within a valuation.

8] Generate competition. Easier said than done, but having multiple potential exit plans not only improves prices but also tends to shorten timescales between offer and completion. The D5 Management team have many strategic connections and will be able to assist in your search for multiple suitors.

9] Choose your advisors. You probably have long term relationships with advisers that have served you well. But an exit is a particular transaction which requires a level of expertise and experience that is outside the remit of many advisers, whatever they may claim. The team at D5 Management have “been there and done it” from where they have built a wide network of connections, all of which have significant experience within their particular areas of expertise.

10] Prepare a plan B. The stark truth is that most transactions fail. And the impact of failure can be devastating upon a business, if not planned for and managed. Clearly the D5 Management team would prefer to see a transaction through to completion but they will also help plan for failure and assist in managing that event if the situation arises.  

This was written by Bob Drew, a Commercial FD with over 30 years’ experience in business. Bob has lived through a significant Exit when his business was sold to a private equity firm. The above Tips are borne of experience they are not lifted from a text book.