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WITS IJW POWER REPORTING WORKSHOP SEPTEMBER 2007 Forensic Accounting LLP Centre For Investigative Journalism HOW TO READ ACCOUNTS • Profit or Loss? • Asset or Liability? • Cash flow in or out? • What’s in the small print? • Who’s in charge? Introduction Objectives De-mystifying accounts •Provide a basic understanding of accounts •Provide some pointers as to what you should look for and where you should look Understand the motivation and pressure for earnings management What’s your interest? Why are you looking at the accounts of this particular company? •Company is important local employer or has won local contracts •Directors have political interest •Company doing well but not clear why •Something odd about the activities of the company or its directors •Complex web of companies •Is it safe to invest? Where do you look? Motivation Private Companies • Depress ‘Earnings’ Why? – Delay taxes Hide data from competitors and customers Public Companies • Enhance ‘Earnings’ Why? -“THE NUMBER” Earnings per Share (EPS) Impacts upon: •performance bonuses •stock options •share price Motivation – Public Companies ‘The Number’ is very important! • Enron • WorldCom Failure to make ‘The Number’ can result in serious embarrassment and loss of reputation. Motivation Yahoo shares plummet after missing targets MEDIA SHARES in Yahoo plunged more than 21 per cent in New York on the Nasdaq after it revealed below-forecast secondquarter sales and profits. The internet company also reported a setback in introducing technology that would improve the profitability of advertisements appearing in search results as its seeks to keep pace with rival Google. Yahoo posted a $164m profit, or $0.11 per share, against Wall Street forecasts of $0.12. Google is due to post results later today and Yahoo's below-forecast earnings has prompted many analysts to warn the sector maybe slowing. Increase EPS Court told of Ebbers' 'manipulation' Bernie Ebbers, former chief executive of WorldCom, manipulated financial results and lied repeatedly to investors rather than admit to the company's sagging performance, a federal court heard yesterday….. …Mr Anders described an evolving fraud, as Mr Ebbers pressed lieutenants, including Scott Sullivan, the company's chief financial officer, to "hit the numbers" each quarter and meet Wall Street expectations. He said: "Bernie Ebbers had a phrase he would use over and over. It was called, 'hitting the number'. Every time he told Scott Sullivan that WorldCom had to 'hit its number', he was directing him to commit fraud.“… HOW TO READ ACCOUNTS • PROFIT OR LOSS A Simple P & L a/c £’000 Turnover 10,000 Cost of sales (6,000) Gross profit 4,000 Operating costs Operating profit (1,000) 3,000 Profit on disposal of asset 50 Income from investments 150 Interest payable (100) Profit before tax 3,100 Tax (600) Profit after tax 2,500 Dividend Retained profit (1,500) 1,000 PAGE 8 SASOL • 2006 accounts • Page 50 • Lots of lines but focus on main four • Dividends given per share with listed companies. Need to check how much dividend cost - see Cash Flow statement or Note 45 HOW TO READ ACCOUNTS • TOO BIG TO FAIL A Simple Balance Sheet Assets Employed Capital Employed Vodacom Group • 2007 accounts • Page 92 • Compare current assets and liabilities HOW TO READ ACCOUNTS • NO CASH NO BUSINESS Cash Flow Statement • Profit does not equal Cash • Profit is the vanity. Cash is sanity… “Cash is King” A Simple Cash Flow Statement £’000 Cash flows from operating activities Cash generated from operations Interest paid Tax paid Net cash from operating activities 250 (30) (80) Cash flows from investing activities Purchase of PPE Interest received Dividends received Net cash used in investing activities (90) 40 25 Cash flows from financing activities Proceeds from issue of share capital Proceeds from long term borrowings Dividends paid Net cash used in financing activities 40 20 (70) Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period 140 (25) (10) 105 90 195 Cash Flow Statement Is business generating net cash? Where are the company’s funds going, and why? • • • • Working Capital Re-invest in profitable opportunities Loan repayments Dividends Do cash flows support dividends? Companies usually go bust because they run out of cash not because they run out of profit. Jubilee Platinum • 2006 accounts • Page 31 • Cash from share issues or loans - usual with new mining companies as no revenues Growthpoint Properties • 2006 accounts • Page 39 • Less cash year on year HOW TO READ ACCOUNTS • THE SMALL PRINT Notes to the Accounts • The “small print” is always at the back of the accounts or prospectus so worth reading from the end forwards • Gives clues as to what is hidden in the figures. • No point in reading the figures without reading the small print. Notes to the Accounts • Directors remuneration • Post balance sheet events • Taxation • Related Party Transactions • Going Concern • Exceptional items • Ultimate ownership (UK only) • Contingent liabilities Remuneration • The notes must disclose directors’ rewards: – Basic salary/fees and possibly other benefits – Performance related bonuses / share plans – Share options – Deferred Share Bonus Awards / other Deferred Share Awards ABSA Group • 2006 Accounts • Remuneration report • Pages 33-43 Taxation • The notes to the accounts must analyse the tax charge/credit : – Income or other company tax – Deferred taxation – Prior year’s charge • The note will also show whether the company is paying the full rate of tax or less because of tax breaks so perhaps not a good corporate citizen. SASOL • 2006 ACCOUNTS • Note 9, Page 146 • Holding company Sasol Limited pays 0.5% instead of normal 29% • Reason given - exempt income • Sasol group of companies pays more than 29% • Note 34, Pages 105-6, Note 23, Page 100 Post Balance Sheet Events The note will include: • Events since the financial year end but before the accounts were signed - usually a gap of several months • If material, the nature and potential financial impact. Anglo American Corporation • 2006 accounts • Note 39, Page 124 • Usually found at the end of the notes but can also be in the Directors’ report at the beginning of the annual report Related Party Transactions • The company’s financial position and results may be affected by material transactions involving related parties. • Relationships between parents and subsidiaries must be disclosed. • Disclosure of transactions between related parties such as directors or families: – The nature of the relationship – Information regarding the transactions – Outstanding balances Cape Diamonds • 2006 accounts • Note 24, Pages 31-32 • Series of transactions between company and directors/shareholders • Such deals always worth checking - are they at arms-length or is the company/shareholders losing out Growthpoint Properties • 2006 accounts • Note 34, Page 68-9 • Series of deals with significant shareholder Investec which is also banker and business partner • Who gains most? Going Concern (1) • Financial statements are prepared on the basis that the entity will continue for the foreseeable future if necessary with the backing of a director or shareholder. • The company has no intention or need to liquidate the company • The company has no intention or need to curtail materially the scale of its operations • Management must look up to 12 months from the balance sheet date Going Concern (2) Sendo Holdings Plc Exceptional Items • Material gains or losses which arise outside of normal business activity and are therefore required to be disclosed separately. The note must give: – A break down of each separate exceptional item, either individually or as an aggregate of items of a similar type. – An adequate description of each exceptional item so it’s nature can be understood De Beers • 2006 accounts • Page 7 - special items • Explained on page 9 • Special or exceptional items should not happen again. • Look closely at a company where exceptional items seem to happen every year Ultimate Ownership (1) • A UK company must disclose its parent company and, if different, the ultimate controlling party. • If neither the company’s parent nor the ultimate controlling party produces financial statements available for public use, the name of the next most senior parent that does so shall also be disclosed. • Note that in some cases, the controlling party may not be the ultimate beneficiary Ultimate Ownership (2) Wockhardt UK Ltd Contingent Liabilities • A contingent liability is essentially: – A possible or present obligation stemming from something that has happened in the past. • A contingent liability is disclosed by way of a note to the accounts. This note should contain: – A brief description of the nature of the liability – Estimate of the financial impact – An indication of the uncertainties involved – Possibility of any reimbursement SASOL • 2006 Accounts • Notes 49(3);49(4);49(5);49(6) • Litigation, regulatory action and other bad stuff usually make up contingent liabilities. • A company will often say it will win until it does not and has to make a big provision for the bill Auditors’ Report (1) Clean or unqualified opinion Qualified opinion Explanation of qualification Going concern qualification The duty of the auditor is to report to members whether the financial statements of the company have been properly prepared in accordance with the Companies Act. Auditors’ Report (3) Sendo Holdings plc Independent auditors? • Anglo American • Accounts 2006 • Note 4, Page 99 • Deloitte & Touche fees for audit twice fees for tax and consultancy • Independence threatened if audit fees much less than fees from consultancy Re-cap 1. Earnings are not the be all and end all. 2. Quality of assets not just quantity. 3. Cash is King. 4. What is happening to the cash? 5. “The Devil is in the detail”. HOW TO READ ACCOUNTS • ANY THE WISER? Investment Opportunity Company A – P&L Share capital Company B – P&L 10 million Share capital £’000 Turnover Costs 5,000 (2,000) 10 million £’000 Turnover Costs 5,000 (2,500) Profit/Earnings 3,000 Profit/Earnings 2,500 EPS £0.30 EPS £0.25 Where would you investCompany yourB -£100? Balance Sheet Company A - Balance Sheet £’000 £’000 Fixed Assets 6,000 Fixed Assets 7,500 Stock 4,000 Stock 2,500 Trade Debtors 15,000 Trade Debtors 1,500 Cash 8,500 Cash 100 Creditors (7,600) Creditors (2,500) Net Assets 17,500 Net Assets 17,500 Who are the directors? • Business background • Don’t rely on the official version • Check what happened before Equator Exploration • 2005 accounts • Chief executive Wade Cherwayko • Abacan Resources • Promised much in Nigeria, delivered little • Equator = Abacan 2 • Déjà vu all over again Financial Check-up (1) Have the auditors expressed any concerns ? Check the Auditors Report How independent are they if they are paid more for non-audit work? Check the Operating Profit Note How much debt does the company have, and what is the nature of the debt? Review the Balance Sheet and Long Term/Short Term Creditors Notes Is the company generating cash? If so, what is it doing with the money? Review the Cash Flow Statement Financial Check-up (2) What is the management’s previous history? Review Company Prospectus and public records What is the level of directors’ remuneration? Review Notes on Directors Have there been any related party transaction? Review Related Party Transactions Note What has happened since the financial year ended? Review the Post Balance Sheet Events Note Forensic Accounting LLP Centre For Investigative Journalism 2007