Company Directors Course – 4. Finances and Solvency

The 4th day of the company directors course was all about “the books”, and what directors need to know about them, what they need to ask, and why. For many this was the day they dreaded, but I’ve never found accounting all that bad, in that the principles (once learnt) are fairly straightforward and much of the rest is plain logic. It’s a bit of detective work, sifting through the evidence to uncover what the real story is, where the concerns are. It can be fun when you discover the truth, like solving a puzzle. OK, I sound a bit geeky, but it is made all the easier when you have an expert and calm trainer (as we did today), who is well experienced and could build up everything from first principles, so you could see how it all hangs together. I learned a lot, and I felt it filled in some gaps I did not know I had.

Directors need to be aware that they bear the ultimate responsibility for the financial performance and position of the company, so they should be asking questions if they suspect anything is not completely understood, right and proper.

Again, this is not an exhaustive list, but from memory, here are some important matters to consider as a director in regards to an organisation’s accounts & finances …

1. The Accounts are an indicator only, like a light on your car dashboard. Some lights will not be flickering, some may never become a concern, but at times as you drive along they may indicate something. It’s very easy in hindsight to spot problems in a mangled heap of law suits and company implosion, but even in these cases a sensible director might have been querying things many years before the problems became endemic, and in some cases, ruinous.
2. The 3 main account documents are: the Profit and Loss (P+L), the Balance Sheet, and the Statement of Cash Flows.
3. The P+L shows you how they organisation has performed in $ terms over a past period (year, quarter or month). It looks backwards. It starts with a statement of income from sales to customers (Revenue) and deducts the direct cost of those sales (cost of good sold, COGS, such as direct labour and raw materials) to calculate Gross Profit.
4. For a retail store, COGS would be calculated as Opening Stock of Goods plus Purchases (= available for sale) minus Closing Stock (stock still left over).
5. Your Gross Profit divided by Sales is your ‘margin‘, and in most trading entities, it would be expected this would be positive and worth about 30% of sales or more. The higher the gross profit margin (GPM) the more margin you have, and the more profitable you are.
6. After Gross Profit is deducted expenses, to get an Earnings Before Interest and Tax (EBIT). Often EBIT is used to compare organisations as it is not affected by how a company funds its operations (payment of interest on loans) or by specific tax rules.
7. Various other deductions are then made, such as depreciation (to make sure you are accounting for your plant and machinery losing value over time), tax and interest, and you’ll end up with Net Profit after Tax (NPAT), the bottom line. Net Profit, if positive, can be used to pay dividends and/or plough back into the company (as reserves, a source of future funds).
8. The Balance Sheet will give directors a statement of the financial position of the company at one moment in time (the date on the balance sheet). Notice the difference here – the P+L is over a period of time, and the balance sheet is a snapshot at one point in time. It’s as if everything in the business is frozen and added up, including all the assets the business owns (Assets: such as property, cash, receivables, equipment), all the debt it owes (Liabilities, such as bank loans, payables, overdraft, employee provisions/leave) and the amount of money in the business that is left over (Equity). Assets = Liabilities + Equity, or Assets – Liabilities = Equity.
9. Equity can be made up of the initial share capital invested, plus any subsequent share raisings, plus any accumulated reserves and retained profits earned over time, less dividends paid.
10. Various ratios can help you decipher what is going on, although you’d want to know why the ratios are changing, not only that they are changing. For example, ‘return on assets’ may be rising because you are generating more profit from your assets (Good!) but it might also be because you had to write off some useless assets (Bad!).
11. The third important document is the Statement of Cash Flows, and from various cases today it was clear that the P+L might look great, so too the Balance Sheet position, but once you look at where the business is actually earning its cash from, and where it is spending it, a very different picture may emerge. All 3 documents are required for a better overall understanding.
12. One classic case here was a WA-based winery (which later went insolvent, had to be broken up and sold off). The P+L looked fine for the 5 years presented, but digging deeper it was clear that by the 5th year in question the only reason it made a positive NPAT at all was due to some revaluation of the vine trees (upwards), which had been done (perfectly legally as per accounting standards) over the previous two years. This had come on to the books as ‘other revenue’. Meanwhile the balance sheet looked OK, albeit with some higher debt levels and some share issuing, but otherwise things looked ‘not great’, but ‘under control’. However, looking at the statement of cash flows, it was clear they were not earning positive cash inflows from their actual business at all, and that a combination of more borrowing (debt), share issuing (diluting shareholders) and asset sales (flogging off what was seemingly not bolted down) were the main reason they still had cash in the bank at all. All major ratios were trending down, and in fact the liquidity ratio (ability to pay immediate debts) had been well below acceptable levels 3 years earlier, and continued to be thus.
13. There were certainly warning signs up to 6 years before the business eventually went into administration. This brings up one of the most sober points for directors – trading while insolvent, or trading close to insolvency. Solvency is “being able to pay debts when they fall due” and so has a timing element to it. As long as the business can pay debts as they fall due, then you are OK.
14. How would a director know if the business might be sailing close to the wind on insolvency or not? Early warning signs may include – a reduction in cash balances, an increase in creditors (the business may be trying to buy time with suppliers), a low liquidity ratio (below 0.75 is generally a worry), net cash receipts from customers is less than cash paid to staff and suppliers, cash income from sales is less than reported book sales, an overdraft being used and rising over time, various other devices are being used to keep cash up (asset sales, share issuing, increases in debt) and dividend payments being funded from borrowing or anything other than operating cash profits. All the directors have to do is raise some questions about all this, and in the case of the winery above, questions could have been asked many years before the business failed.
15. The insolvency issue is fundamental, as directors must not allow the business to continue trading if they suspect the business cannot pay its debts as they fall due. If the business continues to trade, the directors could be held personally liable for any more debts incurred. This is illegal! ‘Hoping things will turn around’ and ‘we’ll trade out of it’ are not valid excuses. You fail in your fiduciary duty as a director to the company if you allow the business to trade while insolvent. Pure and simple. If you suspect this, you have to have this recorded (e.g. minuted), and stop trading. But well before then, you should have picked up the warning signs and asked important questions, such as ‘why are we paying a dividend while making a trading loss?‘ or ‘how are we paying for ongoing business expansion when our receipts from customers are less than what we pay our suppliers and staff?‘ or ‘our liquidity ratio is at 0.4, and an acceptable level is 0.75 or higher, how are we going to revert back to an acceptable level?’…
16. There are far more issues to do with accounts than these few points above – for example, there are many more accounts than the 3 main ones above, and dozens of ratios. Last point – beware the fine print. Read the notes to the accounts – there should be explanations for any asset impairment, or revaluation or anything like this that can have a material impact on results. Remember, if you’re not sure, ASK!