Private · Matt Southam · September 2026
Two businesses, valued separately and on their own terms. Nathan takes Full Range Fitness, Matt takes B3 Business, each buys the other’s half, and only the difference changes hands. Every figure comes from the filed and draft accounts, the Metro Bank statements, the payroll records or the Stripe account.
Part one values the gym. Part two values B3. The balancing payment between them is at the end.
Part one
A gym in its tenth year, run day to day by a general manager and nine staff. Reported profit understates what it earns, because both owners were paid through its costs.
| Profit before tax, year to 31 March 2026 per the financial statements compiled by Marchant Associates, taking the later 17 August version. Turnover £416,266 | 40,253 |
| + Salaries, cars, phones and health cover for both directors Matt £28,042 and Nathan £22,108. A buyer would not pay these; they are how the owners took money out. The £4,448 of £556 monthly repayments of Nathan’s truck loan is not included: repaying a loan is a balance sheet movement, not a cost, so there is nothing in the profit to add back | 50,149 |
| + Lauren Southam, £600 a month treated as part of how Matt was paid rather than a cost of running the gym | 7,200 |
| + A year of purchases taken instead of dividends £40,580 grossed up for the corporation tax relief taken, plus £7,700 paid back into the company in the year at par | 48,280 |
| − Rental income from B3 the accounts show this inside turnover as rental income, and B3’s own accounts carry the matching £12,000 charge. It is a charge between two companies under common ownership: once they have different owners there is no charge left to make, so it leaves the gym’s profit and goes back onto B3’s in part two. The gym’s profit and loss account shows no management charges paid out at all this year | (12,000) |
| What the gym earns before paying its owners | 138,330 |
From March 2024 Nathan stopped taking a cash dividend while Matt carried on. What he took instead has to go back into the profit, because it was booked as company cost. This is the largest single adjustment on the page and the one to check first.
A dividend is paid out of taxed profit. If Nathan gives up £3,000 of dividend and the company buys him £3,000 of goods instead, the company is not £3,000 worse off — it is £3,704 worse off in profit, and can spend £4,444 at the till once the VAT is reclaimed. Every £1 of dividend forgone is £1.23 of expense and £1.48 of buying power.
So the add-back is not the cash he gave up. It is the cost the company actually carried. If the purchase ledger shows the £3,000 a month was what was booked as cost, there is nothing to gross up — that is the second control below.
Two months when both directors took nothing for cashflow are left out of both sides. The £7,700 goes in at par: cash paid into the company is already cash and is never grossed up.
| Months | What happened | Shortfall |
|---|---|---|
| 13 months | the full £2,500 | — |
| 3 months Dec 2024, Feb 2025, Oct 2025 | nothing taken. Two were months both directors skipped for cashflow; the third made up for the £3,669 deposit the company paid on Matt’s BMW in January 2024, which is the only car payment over £1,000 anywhere in the record. None of the three is money taken in goods | 7,500 |
| 9 months Mar 2025 onwards | between £1,240 and £2,200, mostly £2,200. Matt dropped the monthly figure to account for the Tesla the company was paying for at £441 a month. That car is already added back in full in the director costs above — Matt’s £12,965 of cars is BMW £7,546 plus Tesla £5,420 — so counting the dividend he gave up for it as well would charge the same car twice | 5,086 |
| Counted as taken in goods | every month is accounted for by something that is either not a company cost at all or already added back elsewhere | — |
Nathan did the same thing eight weeks earlier, and the record shows it clearly.
| Nathan | Matt | |
|---|---|---|
| Deposit | £3,663.21 on 9 Nov 2023 | £3,668.25 on 2 Jan 2024 |
| Monthly from | £610.53, 16 Nov 2023 | £611.37, 16 Jan 2024 |
| Dividend that month | nothing taken | £2,500, with a zero month later |
| Since | written off in early 2025 and replaced by the BYD at £627.61 a month, which had no deposit | still running at £611.37 a month |
Both leases are with Alphabet GB, the deposits are £5 apart, and each director gave up a month’s dividend around his own. Nathan’s falls in November 2023, outside the window used here, so it changes nothing in the figures — but it is worth recording, because it is the clearest single piece of evidence that the two of them drew the same way by design.
| Component | What it is | £ |
|---|---|---|
| Original loan | the balance at 31 March 2024, before the purchases arrangement began. Not in dispute | 7,750 |
| Truck balloon, unrepaid | £17,320 funded July 2025, £7,784 repaid at £556 a month since. A real loan against an asset the company still owns | 9,536 |
| Purchase money not yet drawn back | the rest of the rise since March 2024. On the purchases reading this is settling a cost rather than lending | 7,968 |
| Owed to Nathan | 25,255 |
Every payment Nathan has made into the company — eleven of them, £47,020 in total — falls between September 2024 and July 2026, and he paid in nothing at all in the three years and nine months before that. Matt’s own £2,864 has not moved since March 2024. Both balances should be reconciled to one agreed date before either is paid, with the truck shown separately.
| × 2.0 earnings multiple | 276,659 |
| Net assets at 31 March 2026 per the same financial statements. The QuickBooks ledger shows £35,697 at that date, £6,290 higher; the accounts figure is used here so the profit and the assets come from the same document. Richard should reconcile the two | 29,407 |
| Equity value, 70% earnings / 30% assets | 204,372 |
| Half share | 102,186 |
| − The truck leaves with Nathan book value £14,616, less the £9,536 truck loan cancelled against it. Half of the net change | (2,540) |
| + Mezzanine and air-conditioning, half returned | — |
| + Loan account written back, half | — |
| + Matt’s director’s loan account repaid | 2,864 |
| Nathan pays Matt | 102,510 |
Part two
Subscription software with recurring card income, growing fast. It has no employees at all — no salaries appear anywhere in its accounts — so its reported profit is struck before anyone is paid to do the work.
| Profit before tax, year to 31 May 2026 draft, prepared 20 August 2026. Turnover £223,411 | 161,693 |
| + Management charge paid to the gym the same £12,000 taken out of the gym’s profit in part one, so nothing is counted twice | 12,000 |
| − Salary and employer NI for whoever runs it B3 employs nobody. A buyer has to fund the role before anything is left over | (56,750) |
| Normalised profit on last year | 116,943 |
| Run-rate profit on current takings Stripe takings for January to August 2026 annualised at £336,607, converted to turnover at 85%, with 70p in the pound dropping to profit | 160,836 |
| Maintainable profit, 65% weight on the run rate | 145,474 |
The manager and the key-person discount are two different things, and B3 needs both. The salary pays for the work that is being done today, which is currently done by one person for nothing. The discount prices the risk that there is only one person and no organisation behind them: no team, no contracted revenue, no asset base, and nothing that survives that person walking away.
Those are not the same risk and they do not cancel. Growing B3 from here means hiring — a second pair of hands is the only way the run rate keeps climbing, and that is true whether or not Matt stays in the business. So the salary comes out of profit and the discount comes off the multiple.
| × 3.00 multiple | 436,421 |
| − Key-person discount, 15% | (65,463) |
| − Business risk discount, 15% | (65,463) |
| + Net assets after the corporation tax provision £24,889 at 31 May 2026 less the £39,114 due on 1 March 2027 | (14,225) |
| Equity value | 291,270 |
| Half share | 145,635 |
| + Drawings true-up Matt’s household drew £1,100 more than Nathan in FY25; identical in every later period | 550 |
| Matt pays Nathan | 146,185 |
The result
Each buys the other’s half. Only the difference between the two changes hands.
| Nathan pays Matt for his half of the gym | 102,510 |
| Matt pays Nathan for his half of B3 | 146,185 |
| Matt pays Nathan the difference | 43,675 |
Matt pays Nathan
£43,675
on the settings above, before legal costs and tax
£51,884 has gone on the mezzanine and the air-conditioning since May. Matt was shown the layout plans for the first time on Wednesday 9 September and the staircase was relocated the following Monday.
Matt is not asking for any of it back and is not standing in the way of the work. The gym is the business he is selling and the buyer should have a free hand in it. He has not approved the plans, the layout or the spend, he was not consulted before the work was scheduled, and he will not be funding the project or guaranteeing borrowing against it.
That is why the price is struck on fixed historic dates and not re-cut afterwards. The cost and the benefit of the refurbishment then both sit with the person making the decisions about it.
| Nathan takes 100% of Full Range Fitness and the Ford Ranger at its £14,616 book value, with his £9,536 truck loan cancelled against it | — |
| Matt takes 100% of B3 Business | — |
| NuYu Training and Development is dealt with in the same agreement owned 50/50 and in neither valuation, so its net position is split or the company wound up | — |
| Nathan’s director’s loan stays inside the gym still owed to him personally, drawn down as the cash allows, and not taxed as income because it is his own money coming back | 25,255 |
| Matt’s director’s loan is repaid to him | 2,864 |
| Both resign as directors of the company they are leaving, and personal guarantees are released | — |
| The FY26 purchase ledger, with payee and coding this decides the largest adjustment on the page: whether Nathan’s £3,000 a month is the dividend he gave up, which is grossed up, or the cost the company booked, which is not | £48,280 |
| How the directors’ cars are coded the accounts show £15,738 of motor vehicle hire and leasing, while the bank shows £19,185 of lease payments on the four directors’ vehicles. The balance is presumably inside motor running expenses; it does not change the add-back but it should be confirmed | £19,185 |
| Both directors’ loan accounts, reconciled to one agreed date, with the truck shown separately neither the July 2026 payments in nor the NuYu advance is in the ledger yet | £28,119 |
| That the 17 August accounts are the set being filed taken here as final: profit £40,253, tax £8,597, net assets £29,407. The signed 7 August set shows £40,254, £8,581 and £29,424. The two are £17 apart on net assets so the price barely moves, but only one should be in circulation when the agreement is drafted | £40,253 |
| Net assets: the accounts against the ledger the accounts show £29,407 at 31 March 2026, QuickBooks £35,697. The accounts figure is used here. The gap is worth £944 on Matt’s half | £6,290 |
| Four balances in the gym’s current assets other debtors £19,005, prepayments £10,185, events suspense £1,886 and stock £1,858 are identical to the penny at March 2024, March 2026 and September 2026. They are all assets, so they hold the price up | £31,935 |
| B3’s corporation tax and the Stripe reconciliation £39,114 falls due 1 March 2027 and is not in the draft accounts; FY26 turnover was set before the Stripe figures were checked | £39,114 |