Former director of Chemical Records, Chris Ramsay explains in detail, what actually happened and why they were steered into administration.
Updated 3rd Jan 2015
I’ve been asked quite a few times what happened to Chemical Records and if we’re coming back. Unfortunately we’re not coming back 🙁 . As to what happened, well that’s a long story. I’ll attempt to answer as much as possible about what happened on this page, but it’s quite a long read and it’s not very pretty. However, I now feel that it’s time to clear the air and to name the complete b******s that put us in the position we’re in now.
Background of Chemical Records
Chemical Records was founded in 1997 in a side street in Cheltenham. We specialised in selling vinyl records. In 2000 we took the business online. Almost immediately the sales started increasing and we found ourselves taking over the shop next door, then the flats above the shops and the basements. In 2003 we decided that although it was keeping us very fit, climbing up and down three flights of stairs to pick an order wasn’t very efficient and so we relocated to a warehouse unit in Bristol.
From this point onwards, we started expanding into DJ Equipment and then later into Clothing. The clothing market really took off and we found that after putting a mezzanine floor into our warehouse that we were out of space again, so we moved into the unit next door as well. This now gave us around 20,000 square feet of space. Another year later and we had to put a mezzanine floor in the new unit in order to hold more clothing stock.
Growth and Expansion
Up to 2009, Chemical had grown around 70% year on year and we were running out of space in which to store the stock and staff. We had never really used loans before as we had always managed to grow organically. Our philosophy was to put all the money back into the business to grow it rather than to keep it for ourselves, with the idea being that at some point in the future we’d reach a plateau and draw down or sell the company.
Around this time Barclays approached us with a new government scheme called an ‘Enterprise Finance Guarantee’ (EFG) loan. This was a government-backed scheme aimed at injecting cash back into businesses in order for them to grow. We initially rejected it as we had a philosophy of not taking on personal debt. However, Barclays were aware of our ways, so we were told that the scheme was 75% backed by the government, and that in the event of a business failure, they couldn’t come after the directors personal properties. There would be a personal guarantee, but since the government backed 75% of the original amount of the loan, in two years time the guarantee would be pretty much covered.We read a lot of the literature about the scheme, some of which was presented to us by Barclays and some of which we read on the government’s website. Feeling comfortable that we wouldn’t be putting ourselves in any danger, we decided to go ahead and expand the business into a new warehouse and invest in expanding our clothing ranges.
In late 2010, growth started to stall. This was partly down to google pushing all organic retail traffic into their new paid-for product search engine. There’s a lot to be said about this, but that’s another topic. There was also the fact that it was now very easy for companies to set up clothing retail sites. We did our best to mitigate the traffic loss, but we were faced with an increased rental overhead and extra payments on the loan. In May 2013, We approached our landlord and tried to negotatiate a deal in which we handed back the warehouse unit and retained two smaller units. The deal we offered involved us renovating the unit and handing it back in a rentable condition. The landlord declined. They stated categorically that they would only negotiate a new rental deal with us if the company went into administration.
Off the back of this, and after advice from our accountants, we decided to talk to an insolvency practitioner about our options. We spoke to a local insolvency firm about our options, but they said that because Barclays was one of our major creditors, they couldn’t help us as Barclays would only approve a firm that was on their panel.
Because of this, we called up RSM Tenon. We had a meeting with them and we were given a number of potential options, but out of all of them the best option seemed to be to put the company into administration and then buy it back in a pre-pack deal. This way we could get out of our rental contract, keep our staff in jobs and try to re-grow the company.
Sandy Kinninmonth from RSM Tenon, told us that he would talk to Barclays about how we could go forward with the debt to them and that the whole administration process would take around two weeks to complete. He advised us that because RSM Tenon were on the panel of Barclays, that they would inform them of what was going on and instruct them to let us keep trading from the bank account during the administration phase. This was to be in the interests of all parties. It would allow us to keep our customer base, and allow us to maintain our market presence. It would also be building up an amount of money in which to distribute to the creditors
As soon as we had signed up with Tenon, everything kicked off. Firstly, our bank account was frozen by Barclays. On trying to contact Sandy Kinninmonth about this, we were informed that he was now on a three-week holiday and could not be contacted. This stopped us being able to purchase simple things like packaging materials and postal services. It was only when we contacted another representative of RSM Tenon, Andrew Rumsey, and threatened to switch the website off that they contacted Barclays and agreed to allow us to pay the courier services to deliver the packages. Our main concern at this point, was that we had taken money from customers and were being stopped from delivering the products that they had ordered. From a directors point of view and from a moral point of view, we found this completely unacceptable. This didn’t seem to bother RSM Tenon in the slightest. We had a lecture from them about how it was best to keep taking the money, but not deliver the packages as it would leave more money in the administration pot and reduce down the debt owed to Barclays. In our minds, this was fraud.
It is worth pointing out at this point that our review score on trustpilot.com was 9.7/10. We always tried to treat customers the way that we expected to be treated. We held our hands up when we made a mistake, and always tried to give the customer what they wanted.
The two weeks administration period had now turned into a 6-8 week administration period. During this time, we were still running the website, still taking orders, and all of the money was going into Barclays’ bank account, whilst the stock level was depleting all the time. We protested on multiple occassions about this, as the deal for buying the company back at the figure we’d calculated based on the two-week period was looking more and more dodgy. When we tried to reduce the figure based on the new stock level we were told that we could either buy it at the original figure or they’d fire-sale the stock off, close the company and make all the staff redundant.
Baker Tilly kept sending us ‘partners’ who may be interested in working with us. All of these companies (Hilco was one of them) were effectively asset-strippers. They would own 95% of the company whilst we sold off the existing stock at a massively discounted price. As we did this and as they took the money, they’d hand back a small percentage of the company until we owned it all again. The problem being that at this point we’d have no stock and a load of debt. We declined these great ‘offers’. Then Baker Tilly informed us that Barclays had demanded that if we were to buy the company back, they wanted all three directors to have charges on their houses. This is something that Barclays couldn’t do under the EFG scheme, but now felt that they could do by proxy through RSM Tenon. Again we protested but were bluntly told tht if we didn’t do it then we’d personally have to pay Barclays back the full loan amount as well as pay the landlord for the rent for the next 5 years. Obviously, this would have bankrupted us and put the staff out of jobs. We had our backs against the wall and we reluctantly agreed. It was incredible how the cheery “We’ll help you out and sort out a solution in a way that will help everyone” attitude of Sandy Kinninmonth and RSM Tenon turned into “We’ve got your arses over a barrel and you’ll do what we tell you to do or face personal bankruptcy.”.
So we agreed a monthly payment plan and continued.
It was only when we got the company back in September 2013 (now ‘Music & Lifestyle Ltd’) that we really realised the extent of what RSM Tenon and Barclays had done. They had dragged the administraton period out to over six weeks and had accumulated in excess of £150,000 of revenue. We also discovered that they hadn’t paid Royal Mail as they said they had been to the tune of £20,000. This meant that Royal Mail refused to deal with the new company unless the old debt was paid off in full. Since we had no immediate revenue, this was impossible and so we had to find a new, and more expensive mail courier.
Despite all of this, we managed to start growing the company again. You have to remember, that it was only our attempted growth that put us in a bad way. If we hadn’t have expanded into a bigger premises at a time when growth had stopped then we’d still be here. As a company you have to take risks from time to time and that was one that didn’t pay off. None of us are trying to hide that we screwed up. Everyone screws up from time to time, but if you don’t attempt something then you don’t acheive anything. The blame for Chemical (UK) Ltd going into administration lies fully on the shoulders of the three directors. However, the core business was still sound.
The blame for the fact Music & Lifestyle went into administration and that 40 people lost their jobs and that the company now doesn’t exist at all lies fully on the shoulders of Barclays and RSM Tenon. Also note that RSM Tenon themselves went into administration in late 2013 and were bought by Baker Tilly. A company of insolvency practitioners that failed to make a profit during the middle of a recession!!
But back to the story… Sales started to grow again, and we came to deals with a lot of our suppliers whereby we tried to make good any old debts over a long-term plan. Due to the lies about paying the courier companies and dragging out the administration, in late 2013 we contacted Baker Tilly to tell them that the payment plan to them wasn’t working and was stunting the company. They reluctantly agreed to a new payment plan for less money over a slightly longer period. We weren’t entirely happy with it but had no choice.
In February due to a lot of bills hitting at once, we missed a payment to Baker Tilly (nee RSM Tenon). Out of the £215,000 we agreed to pay them, we had around £90,000 left. This may seem like a lot, but for a company with a projected £3m turnover, holding about £1m of stock, it’s not a lot of money. Cashflow is a slightly different thing, but we were in the process of talking to a bank about securing the money as a loan in order to get rid of Baker Tilly for good and to spread the payments over a longer period of time.
We were also about to pay the missing payment, when representatives of Baker Tilly showed up at our premises with a new administrator from a company called Wilkins Kennedy. They informed us that because we had missed a payment, they were now placing the company into administration and putting all the staff out of work. We protested this, and told them that within 2-3 weeks we would be paying the balance off in full and the the missing payment would be made within a day. They weren’t interested in this and told us that if we wanted to carry on with the company that we’d have to buy it back from the new administrators.
It had taken a lot of time and effort to get back onto good terms with the suppliers after the first administration. We had worked hard to make sure that they were happy to take various deals such as 10% on invoices after we’d paid off Baker Tilly. Due to this, there would be no way that we could go forward after going through a second administration. We informed Baker Tilly of this and they weren’t interested. The only thing we can think is that they decided that they could call in the guarantees that they had with us and then sell off all the stock and assets to line their pockets. At this point in time (December 2014) it’s worth noting that no creditors apart from Barclays have received a single penny from the administration. Yet Baker Tilly have somehow managed to absorb around £200,000 in fees. I shall place links here to the creditor reports as they become available.
So in mid-March 2014, all of the staff were informed that they no longer had jobs and the company was closed.
I have various ideas about why certain actions were taken by Baker Tilly & Barclays. The fact remains that if Baker Tilly had waited two weeks, they’d have been paid in full. Then we’d have started to address any outstanding debts to Barclays. By taking their actions they removed our ability to pay them.
Baker Tilly and Barclays are now trying to pursue us into bankruptcy to claim back the money that they would have been paid by now. It’s also interesting that the second administration performed by Wilkins Kennedy managed to sell a retail value of around £1m of stock for £50,000. These are the facts and you can take them where you wish.
This document is my view an understanding of what happened. If anyone from Barclays or Baker Tilly wish to add their comments then they are free to do so.
I’ve tried to keep what happened as brief as possible and as factual as possible. In my mind, we’ve been taken for a ride and have only been guilty of trying to grow a business and being naive. You can make your own mind up about this. I shall try to add more information as it becomes available.
For comments to me, please email firstname.lastname@example.org. Let me know if you are happy for me to publish your comments on this page. I will remove your name and email address from the comments published.
For anyone wishing to contact Baker Tilly about the administration, please email:email@example.com or firstname.lastname@example.org
To contact Barclays: email@example.com
Ex-Director of Chemical(UK) Ltd
Read our original post from April 2014 here