The impact of the Covid 19 crisis will be severe and business owners need to make immediate decisions to maximise the chance of their business recovering. The following is a brief summary of actions business owners should take along with references to useful information sources.

• Establish your current financial position

List out your assets and what you owe to creditors to establish your financial position.

• Prepare & maintain a cashflow projection

You should prepare a cashflow projection setting out, on a week by week basis, what incomings and outgoings you have and the impact on your bank balance. The cashflow will allow you to determine;

• Where and when a cash crisis could arise
• Which receipts need to be collected or highlight which receipts may be in doubt so you can try to reach agreements with customers
• Which payments you need to defer and which suppliers you need to work with
• Whether you have sufficient cashflow to retain employees using the Employer Covid 19 Scheme

It should also assist in setting out what your cash burn is on a weekly basis and you can take steps to minimise this.

• Consider alternative means of doing business

For example, many restaurant owners have begun to offer takeaway services to customers. Maybe online sales or delivery only options could work for your business. If you are going down this route, consider how you simplify your business offering so there is a worthwhile margin at a reduced business level. In our case, scheduling conference call or video call meetings means we can continue to work with clients.

• Be productive

It is in every business’s interest that their suppliers and customers survive. Explaining what you can and can’t pay in a timely manner will help in maintaining customer and supplier relationships. Cut deals with customers to fit with their financial position.

• Consider Settlement Agreements

Consider if certain assets can be used to defray liabilities. For example, if you are holding €60,000 in stock purchased on a retention of title basis from suppliers, you are better off agreeing a deferral of payment pending sale or a return of goods than using up cash reserves paying that supplier. If you have sold goods on a retention of title basis, consider whether you should collect goods from customers.

• Lease payments

If you have assets on lease which wont be used, contact the leasing company to agree a moratorium on payments pending resolution of the crisis.

• Insurance

If vehicles are going to be off the road, advise your insurers and seek a reduction in premiums whilst they are parked up.

• Perishable or Seasonal Stock

You should review stock on hand and try to convert perishable or seasonal stock into cash.

• Other standing orders

Standing orders such as pension contributions should be reviewed and postponed if necessary.

• Try to maintain a reserve

Rather than using up all funds you have, try to move some funds into a reserve deposit account so that it isn’t depleted by standing orders/debits and can be used to get back up and running.

• Employees

Information for employers and employees can be accessed at the Department of Employment Affairs and Social Protection. The Department has a range of measures to provide income support to people affected by Covid 19.

• Revenue

Revenue’s published advice can be accessed on www.gov.ie. https://www.gov.ie/en/service/be74d3-covid-19-pandemic-unemployment-payment/

https://www.gov.ie/en/news/965011-covid-19-introduction-of-simplified-unemployment-payments-for-employ/

It is essential to file returns on time for compliance purposes.

The timing of payments to Revenue should be deferred to fit with the cashflow of the business.

• Long term objectives

Owners need to consider their long term objectives in determining how to act.

For example, we have been working with a supplier to the restaurant trade who intended to retire and cease operations in 2021. In his case, it may, unfortunately, make more sense to cease operating fully now.

Acting decisively now will give your business the best chance of surviving the crisis.

We are willing to assist business owners on assessing their options now and as the crisis progresses.

We can advise on internal restructurings, on informal restructuring with creditors and other options including examinerships and liquidations.

If I can be of assistance please contact me directly.

Paul Cantwell

paul@cantwellcf.ie

090 64 39905

Cantwell Corporate Finance are sponsoring a team in the Race around Ireland Challenge to raise funds for the Athlone River Safety awareness.

It’s a very worthwhile cause and all support would be appreciated. Further information can be found here:

The Race Around Ireland

We have extensive experience of valuing shares in private companies from advising on Company sales and purchases, obtaining funding for expansion and planning for succession.

As a consequence, we are frequently asked to provide independent valuations of companies where a transaction between connected parties is contemplated.

In recent years, Revenue have started to look more closely at transactions between connected parties such as owners and their company, family members and shareholder buy-outs in closely controlled companies. This happens particularly where share buy-backs occurred and also where retirement or entrepreneurial relief was availed of by one of the exiting shareholders. Whilst these transactions are undertaken for bona fide reasons such as succession planning, Revenue are more concerned about maximising the tax yield. (See post below)

One of the key areas that Revenue will look at is how the transaction was valued and whether the transaction represented market value.

In these scenarios, market value is regarded as the price that an independent buyer would be prepared to pay for the company at the time the transaction occurred.

While in many connected party transactions the parties will act independently, each trying to maximise their position, Revenue will disregard this where they have been common shareholders in the same entity.

Many business owners who do look for a valuation go to their existing Accountants or Auditors, who specialise in Accounting and Auditing and are not familiar with valuations. We found that many of these valuations don’t factor in all of the relevant knowledge.

In one recent case, where the company owned a significant property, which would realise more for redevelopment for retail purposes, the company’s accountants valued the company factoring in the increase in the market value versus the book value in the accounts. However, they did not consider that the company would have to pay Capital Gains Tax at 33% on the increase in the value of the property above its market value and as a consequence, over valued the company by over €500,000.

In a second case, the company had 2 distinct share classes comprising voting shares and non-voting shares. While the voting shares had the right to determine what happened at the company’s AGMs they were only entitled to a return of the amount subscribed for them on a winding up or on a sale  of the company. The Auditors didn’t factor in the limits attaching to the rights and over valued the non-voting shares by €1.5 million and undervalued the Ordinary Shares by the corresponding amount. This left the beneficiaries of the share transfers open to a challenge by Revenue for underpaying CAT.

We also received a valuation report from a top 20 firm which was only 2 pages long. The valuer hadn’t set out why he adopted the particular approach that he had take and we would have concerns that in the future the valuation would be open to question based on what the property values were and this hadn’t been set out in the agreement.

It is essential that the valuer determines what local factors impact on the business and documents what is relevant at that point in time.

If you require assistance in company valuations, please do not hesitate to contact us.

Tax authorities are beefing up-know how to tackle undervaluations of ‘unquoted shares’ in Irish companies

Revenue is plotting a crackdown on shareholders of private companies who undervalue their stakes in tax returns.

The rules on valuation apply to all unquoted companies – whether it is a large entity operating on a grey market, or a local sweetshop owned by a company.

Without an open market, one senior accounting industry source said valuing the shares is an art rather than an exact science.

The tax authority is now looking to establish a panel of experts to help it “enhance” its capabilities in assigning values to so-called “unquoted shares”, stakes held in unlisted companies.

“To assist in the full and proper application of the various taxation codes, particularly with regard to the market valuations of private companies, Revenue is seeking to enhance its valuation service in respect of all forms of unquoted shares,” it says in a tender document seeking expressions of interest.

“Revenue is forming a panel of suitably qualified share-valuers. Revenue will select valuers from this panel as required to provide Revenue with independent expert advice in relation to the valuation of unquoted shares,” the document says.

One area where valuations of shares in private companies matter is capital acquisitions tax; for example, when a person inherits a stake in a family business.

Submitting a value for those shares to the taxman is up to each individual, but Revenue has traditionally carried out audits to ensure valuations reflect reality.

It has said the audits are designed to “deter evasion and avoidance by detecting under-valuations and taking appropriate action”.

Multiple factors will be considered in valuations, including whether the shares are part of a majority or minority stake (a reflection of how much influence the shares will have), the profitability of a business, and its future prospects.

A Revenue spokesman said: “It is prudent that Revenue has access to independent valuers for various assets (such as property or shares), so that tax implications of those assets can be assessed correctly. For example, the sale of an asset will potentially raise a Capital Gains Tax liability based on the value of that asset. These panels have been in place for many years, and are refreshed annually.”

The spokesman said the valuers’ role will include providing evidence on Revenue’s behalf before courts and arbitration hearings.

In results for 2018 published earlier this year, Revenue chairman Niall Cody said there had been “continued strong levels of timely, voluntary compliance by taxpayers”.

“The vast majority of individuals and businesses pay the right amount of tax, on time. We support voluntary compliance by making it as easy as possible, and we are focused on optimising our service to taxpayers,” Mr Cody said.

At the same time, Revenue completed 572,785 audit and compliance interventions that yielded €572.6m, settled 22 tax-avoidance cases yielding €5.7m and secured 17 criminal convictions for serious tax evasion and fraud in 2018, Mr Cody added.

Source: Irish Independent Gavin McLoughlin
March 21 2019 2:30 AM

We recently advised the on the acquisition of Snugborough Windfarm from the Wirefox Group as reported in The Times on 27 January 2019. The consideration was not disclosed.

A Co Cavan wind farm that was formerly owned by Seán Quinn Jr has been bought by a Cavan-based energy group in a deal worth about €15m.

Optinergy has acquired the 13.5MW Snugborough wind farm from Wirefox Capital, an investment group owned by the Belfast-based Eastwood family. Wirefox bought the wind farm in 2015 for less than €8m in the break-up of the former Quinn Group.

Based near Cavan town, Optinergy is run by Aiden Watters, a former executive with General Electric. The deal was backed with funding from Close Brothers Leasing, an asset finance group based in Manchester, according to Companies Office filings.

Optinergy did not respond to requests for comment last week.

Source: The Sunday Times Gavin Daly
January 27 2019, 12:01am,