legal structures of a business The legal structure a business chooses is fundamental to the way it operates. This legal framework determines who shares in the profits and losses, how tax is paid, where legal liabilities rests. It also determines the nature of a business' relationships with business associates, investors, creditors and employees. There are three options for a business' legal structure: (1) Sole Trader An individual who runs an unincorporated business on his or her own. Sometimes otherwise known as a "sole proprietor" or (in the case of professional services) a"sole practitioner". The sole trader structure is the most straight-forward option. The individual is taxed under the Inland Revenue's Self- Assessment system, with income tax calculated after deduction for legitimate business expenses and personal allowances. A sole trader is personally liable for the debts of the business, but also owns all the profits. (2) Partnership A partnership is an association of two or more people formed for the purpose of carrying on a business. Partnerships are governed by the Partnership Act (1890). Unlike an incorporated company (see below), a partnership does not have a "legal personality" of its own. Therefore the Partners are liable for any debts of the business. Partner liability can take several forms. General Partners (the usual situation) are fully liable for business debts. Limited Partners are limited to the amount of investment they have made in the Partnership. Nominal Partners also sometimes exist. These are people who allow their names top be used for the benefit of the partnership, usually for remuneration, but they do not get a share of the partnership profits. The operation of a partnership is usually governed by a "Partnership Agreement". The specific terms of this agreement are determined by the partners themselves, covering issues such as: - Profit-sharing - normally, partners share equally in the profits; - Entitlement to receive salaries and other benefits in kind (e.g. cars, health insurance) - Interest on capital (the amount invested in the partnership) - Arrangements for the introduction of new partners - Arrangements for retiring partners - What happens when the partnership is dissolved (3) Incorporated Company Incorporating business activities into a company confers life on the business as a "separate legal person". Profits and losses are the company's and it has its own debts and obligations. The company continues despite the resignation, death or bankruptcy of management or shareholders. A company also offers the best vehicle for expansion and the provision of outside investors. There are four main types of company: (1) Private company limited by shares - members' liability is limited to the amount unpaid on shares they hold (2) Private company limited by guarantee - members' liability is limited to the amount they have agreed to contribute to the company's assets if it is wound up. (3) Private unlimited company - there is no limit to the members' liability (4) Public limited company (PLC) - the company's shares may be offered for sale to the general public and members' liability is limited to the amount unpaid on shares held by them. Specific arrangements are required for public limited companies. The company must have a name ending with the initials "plc" and have an authorised share capital of at least 50,000 of which at least 12,5000 must be paid up. The company's "Memorandum of Association" must comply with the format in Table F of the Companies Regulations (1985). The company may offer shares and securities to the public. In return for this right to issue shares publicly, a public limited company is subject to much stricter regulation, particularly in relation to the publication of financial information. The vast majority of companies incorporated in the UK and in other major industrialised countries are private companies limited by shares - "private limited liability companies". The Office of the Registrar of Companies" (based in Cardiff) maintains a record of all UK private and public companies, their shareholders, directors and financial information. All this information has to be provided by Companies by law and is available to any member of the public for a small charge. Forming a company Who can form a company? The Companies Act generally allows one or more persons to form a company for any lawful purpose by subscribing to its memorandum of association. However, a public company or an unlimited company must have at least two subscribers. What needs to be done? Ready-made companies are available from company formation agents whose names and addresses appear in directories such as Yellow Pages. These are essentially "shell companies" where all the relevant documentation has been completed and the company assigned a generic name (e.g. "Newco 123345"). Company formation agents charge a fee (around 200 per company) for providing this service. Individuals can choose to complete the process themselves by using company formation documents provided by Companies House. These documents are summarised below: Memorandum of Association The Memorandum of Association is one of two official documents that describe the company's constitution (the other being the Articles of Association). The Memorandum of Association sets out the details of a company's existence. It must be signed by the subscribers and contain the following information: - The company's name: the last word of the name must be "limited" or "Ltd" - Address of the Registered Office - this must be England, Wales or Scotland and means that the company operates under British law and pays British tax. - The objects for which the company is formed (the "objects clause") - this sets out the objects for which the company is incorporated (usually a very general statement such as "to carry on its trade and business"). - A statement that the liability of the company members is limited. This means that if the company is insolvent, the shareholders are liable to creditors for only the amount of their shares - The amount of the authorised shares capital and how it is divided. The amount of share capital subscribed in cash or assets is called the "issued share capital" - The names of the subscribers Articles of Association This document governs the running of the company. For example, it describes the voting rights of shareholders , the conduct of shareholder and directors' meetings, and the other powers of management. The articles constitute a contract between a company and its members, but this applies only to rights of the shareholders in their capacity as members of the company. The contents of the articles include: Classes of shares - the share capital can be divided into different types of shares which have different rights (for example, in relation to voting in meetings, or relating to the sharing of profits and payment of dividends) Restrictions on the issue of shares - the existing shareholders have a statutory right of "preemption". This means that they have "first-refusal" over the issue of new shares. Restrictions on share transfers - in order to retain control, directors of private companies usually want to restrict the transfer of shares Purchase by a company of its own shares - subject to strict regulation, companies can now buy their own shares and assist anyone else to buy them. Directors - the articles set out how and when directors are appointed. The operation of the Board of Directors is also set out by the articles Choosing a Company Name There are some restrictions on the choice of a company name. Briefly, the restrictions are that: The name cannot be the same as another company (for obvious reasons!) The use of certain words is restricted. These include names likely to cause offence, names that imply connections with the government or a local authority. Advantages of limited liability for a company Whilst many businesses prefer to trade as a sole trader or a partnership, nearly all significant businesses operate as an incorporated company. The main advantages of incorporation via a limited company are summarised below: Separate Legal Identity A limited company has a legal existence separate from management and its members (the shareholders) Members' liability is limited ("limited liability") The protection given by limited liability is perhaps the most important advantage of incorporation. The members' only liability is for the amount unpaid on their shares. Since most private companies issue shares as "fully paid", if things go wrong, a members' only loss is the value of the shares and any loans made to the company. Personal assets are not put at risk. The protection of limited liability does not, however, apply to fraud. Company directors have a legal duty not to incur liabilities in their companies which they have reason to believe the company may not be able to pay. If creditors lose money through director fraud, the directors' personal liability is without limit. Protection of Company Name The choice of company names is restricted and, providing a chosen name complies with the rules, no-one else can use it. The only protection for sole traders and partnerships is trademark legislation. Continuity Once formed, a company has everlasting life. Directors, management and employees act as agent of the company. If they leave, retire, die - the company remains in existence. A company can only be terminated by winding up, liquidation or other order of the courts or Registrar of Companies. New Shareholders and Investors can be easily introduced The issue, transfer or sale of shares is a relatively straightforward process - although existing shareholders are protected via their "preemption" rights and by company legislation that seeks to protect the interests of minority investors. The process of lending to a company is also easier than with other business forms. The lending bank may be able to secure its loan against certain assets of the business (a "floating charge") or against the business as a whole ("fixed charge". Better Pension Schemes Approved company pension schemes usually provide better benefits than those paid under contracts to self-employed sole trading businesses. Taxation Sole traders and partnerships pay income tax. Companies pay Corporation tax on their taxable profits. There is a wider range of allowances and tax-deductible costs that can be offset against a company's profits. In addition, the current level of Corporation Tax is lower than income tax rates. introduction to raising finance When a company is growing rapidly, for example when contemplating investment in capital equipment or an acquisition, its current financial resources may be inadequate. Few growing companies are able to finance their expansion plans from cash flow alone. They will therefore need to consider raising finance from other external sources. In addition, managers who are looking to buy-in to a business ("management buy-in" or "MBI") or buy-out (management buy-out" or "MBO") a business from its owners, may not have the resources to acquire the company. They will need to raise finance to achieve their objectives. There are a number of potential sources of finance to meet the needs of a growing business or to finance an MBI or MBO: - Existing shareholders and directors funds - Family and friends - Business angels - Clearing banks (overdrafts, short or medium term loans) - Factoring and invoice discounting - Hire purchase and leasing - Merchant banks (medium to longer term loans) - Venture capital A key consideration in choosing the source of new business finance is to strike a balance between equity and debt to ensure the funding structure suits the business. The main differences between borrowed money (debt) and equity are that bankers request interest payments and capital repayments, and the borrowed money is usually secured on business assets or the personal assets of shareholders and/or directors. A bank also has the power to place a business into administration or bankruptcy if it defaults on debt interest or repayments or its prospects decline. In contrast, equity investors take the risk of failure like other shareholders, whilst they will benefit through participation in increasing levels of profits and on the eventual sale of their stake. However in most circumstances venture capitalists will also require more complex investments (such as preference shares or loan stock) in additional to their equity stake. The overall objective in raising finance for a company is to avoid exposing the business to excessive high borrowings, but without unnecessarily diluting the share capital. This will ensure that the financial risk of the company is kept at an optimal level. Business Plan Once a need to raise finance has been identified it is then necessary to prepare a business plan. If management intend to turn around a business or start a new phase of growth, a business plan is an important tool to articulate their ideas while convincing investors and other people to support it. The business plan should be updated regularly to assist in forward planning. There are many potential contents of a business plan. The European Venture Capital Association suggest the following: - Profiles of company founders directors and other key managers; - Statistics relating to sales and markets; - Names of potential customers and anticipated demand; - Names of, information about and assessment of competitors; - Financial information required to support specific projects (for example, major capital investment or new product development); - Research and development information; - Production process and sources of supply; - Information on requirements for factory and plant; - Magazine and newspaper articles about the business and industry; - Regulations and laws that could affect the business product and process protection (patents, copyrights, trademarks). The challenge for management in preparing a business plan is to communicate their ideas clearly and succinctly. The very process of researching and writing the business plan should help clarify ideas and identify gaps in management information about their business, competitors and the market. Types of Finance - Introduction A brief description of the key features of the main sources of business finance is provided below. Venture Capital Venture capital is a general term to describe a range of ordinary and preference shares where the investing institution acquires a share in the business. Venture capital is intended for higher risks such as start up situations and development capital for more mature investments. Replacement capital brings in an institution in place of one of the original shareholders of a business who wishes to realise their personal equity before the other shareholders. There are over 100 different venture capital funds in the UK and some have geographical or industry preferences. There are also certain large industrial companies which have funds available to invest in growing businesses and this 'corporate venturing' is an additional source of equity finance. Grants and Soft Loans Government, local authorities, local development agencies and the European Union are the major sources of grants and soft loans. Grants are normally made to facilitate the purchase of assets and either the generation of jobs or the training of employees. Soft loans are normally subsidised by a third party so that the terms of interest and security levels are less than the market rate. There are over 350 initiatives from the Department of Trade and Industry alone so it is a matter of identifying which sources will be appropriate in each case. Invoice Discounting and Invoice Factoring Finance can be raised against debts due from customers via invoice discounting or invoice factoring, thus improving cash flow. Debtors are used as the prime security for the lender and the borrower may obtain up to about 80 per cent of approved debts. In addition, a number of these sources of finance will now lend against stock and other assets and may be more suitable then bank lending. Invoice discounting is normally confidential (the customer is not aware that their payments are essentially insured) whereas factoring extends the simple discounting principle by also dealing with the administration of the sales ledger and debtor collection. Hire Purchase and Leasing Hire purchase agreements and leasing provide finance for the acquisition of specific assets such as cars, equipment and machinery involving a deposit and repayments over, typically, three to ten years. Technically, ownership of the asset remains with the lessor whereas title to the goods is eventually transferred to the hirer in a hire purchase agreement. Loans Medium term loans (up to seven years) and long term loans (including commercial mortgages) are provided for specific purposes such as acquiring an asset, business or shares. The loan is normally secured on the asset or assets and the interest rate may be variable or fixed. The Small Firms Loan Guarantee Scheme can provide up to 250,000 of borrowing supported by a government guarantee where all other sources of finance have been exhausted. Mezzanine Debt This is a loan finance where there is little or no security left after the senior debt has been secured. To reflect the higher risk of mezzanine funds, the lender will charge a rate of interest of perhaps four to eight per cent over bank base rate, may take an option to acquire some equity and may require repayment over a shorter term. Bank Overdraft An overdraft is an agreed sum by which a customer can overdraw their current account. It is normally secured on current assets, repayable on demand and used for short term working capital fluctuations. The interest cost is normally variable and linked to bank base rate. Completing the finance-raising Raising finance is often a complex process. Business management need to assess several alternatives and then negotiate terms which are acceptable to the finance provider. The main negotiating points are often as follows: - Whether equity investors take a seat on the board - Votes ascribed to equity investors - Level of warranties and indemnities provided by the directors - Financier's fees and costs - Who bears costs of due diligence. During the finance-raising process, accountants are often called to review the financial aspects of the plan. Their report may be formal or informal, an overview or an extensive review of the company's management information system, forecasting methods and their accuracy, review of latest management accounts including working capital, pension funding and employee contracts etc. This due diligence process is used to highlight any fundamental problems that may exist. Introduction to accounting Introduction It is not easy to provide a concise definition of accounting since the word has a broad application within businesses and applications. The American Accounting Association define accounting as follows: "the process of identifying, measuring and communicating economic information to permit informed judgements and decisions by users of the information!. This definition is a good place to start. Let's look at the key words in the above definition: - It suggests that accounting is about providing information to others. Accounting information is economic information - it relates to the financial or economic activities of the business or organisation. - Accounting information needs to be identified and measured. This is done by way of a "set of accounts", based on a system of accounting known as double-entry bookkeeping. The accounting system identifies and records "accounting transactions". - The "measurement" of accounting information is not a straight-forward process. it involves making judgements about the value of assets owned by a business or liabilities owed by a business. it is also about accurately measuring how much profit or loss has been made by a business in a particular period. As we will see, the measurement of accounting information often requires subjective judgement to come to a conclusion - The definition identifies the need for accounting information to be communicated. The way in which this communication is achieved may vary. There are several forms of accounting communication (e.g. annual report and accounts, management accounting reports) each of which serve a slightly different purpose. The communication need is about understanding who needs the accounting information, and what they need to know! Accounting information is communicated using "financial statements" What is the purpose of financial statements? There are two main purposes of financial statements: (1) To report on the financial position of an entity (e.g. a business, an organisation); (2) To show how the entity has performed (financially) over a particularly period of time (an "accounting period"). The most common measurement of "performance" is profit. It is important to understand that financial statements can be historical or relate to the future. Accountability Accounting is about ACCOUNTABILTY Most organisations are externally accountable in some way for their actions and activities. They will produce reports on their activities that will reflect their objectives and the people to whom they are accountable. The table below provides examples of different types of organisations and how accountability is linked to their differing organisational objectives: Organisation Objectives Accountable to (examples) Private or public company (e.g. BP, Tesco) - Making of profit - Creation of wealth - Shareholders - Other stakeholders (e.g. employees, customers, suppliers) Charities (e.g. Save the Children) - Achievement of charitable aims - Maximise spending on activities - Charity commissioners - Donors Local Authorities (e.g. Leeds City Council) - Provision of local services - Optimal allocation of spending budget - Local electorate - Government departments Public services (e.g. transport, health) (e.g. National Health Service,Prison Service) - Provision of public service (often required by law) - High quality and reliability of services - Government ministers - Consumers Quasi-governmental agencies (e.g. Data Protection - Regulation or instigation of some public action - Government ministers Registrar, Scottish Arts Council) - Coordination of public sector investments - Consumers All of the above organisations have a significant roles to play in society and have multiple stakeholders to whom they are accountable. All require systems of financial management to enable them to produce accounting information. How accounting information helps businesses be accountable As we have said in our introductory definition, accounting is essentially an "information process" that serves several purposes: - Providing a record of assets owned, amounts owed to others and monies invested; - Providing reports showing the financial position of an organisation and the profitability of its operations - Helps management actually manage the organisation - Provides a way of measuring an organisation's effectiveness (and that of its separate parts and management) - Helps stakeholders monitor an organisations activities and performance - Enables potential investors or funders to evaluate an organisation and make decisions There are many potential users of accounting Information, including shareholders, lenders, customers, suppliers, government departments (e.g. Inland Revenue), employees and their organisations, and society at large. Anyone with an interest in the performance and activities of an organisation is traditionally called a stakeholder. For a business or organisation to communicate its results and position to stakeholders, it needs a language that is understood by all in common. Hence, accounting has come to be known as the "language of business" There are two broad types of accounting information: (1) Financial Accounts: geared toward external users of accounting information (2) Management Accounts: aimed more at internal users of accounting information Although there is a difference in the type of information presented in financial and management accounts, the underlying objective is the same - to satisfy the information needs of the user. These needs can be described in terms of the following overall information objectives: Collection Collection in money terms of information relating to transactions that have resulted from business operations Recording and Classifying Recording and classifying data into a permanent and logical form. This is usually referred to as "Book-keeping" Summarising Summarising data to produce statements and reports that will be useful to the various users of accounting information - both external and internal Interpreting and Communicating Interpreting and communicating the performance of the business to the management and its owners Forecasting and Planning Forecasting and planning for future operation of the business by providing management with evaluations of the viability of proposed operations. The key forecasting and planning tool is the "Budget" The process by which accounting information is collected, reported, interpreted and actioned is called "Financial Management". Taking a commercial business as the most common organisational structure, the key objectives of financial management would be to: (1) Create wealth for the business (2) Generate cash, and (3) Provide an adequate return on investment bearing in mind the risks that the business is taking and the resources invested In preparing accounting information, care should be taken to ensure that the information presents an accurate and true view of the business performance and position. To impose some order on what is a subjective task, accounting has adopted certain conventions and concepts which should be applied in preparing accounts. For financial accounts, the regulation or control of what kind of information is prepared and presented goes much further. UK and international companies are required to comply with a wide range of Accounting Standards which define the way in which business transactions are disclosed and reported. These are applied by businesses through their Accounting Policies. The main financial accounting statements The purpose of financial accounting statements is mainly to show the financial position of a business at a particular point in time and to show how that business has performed over a specific period. The three main financial accounting statements that help achieve this aim are: (1) The profit and loss account for the reporting period (2) A balance sheet for the business at the end of the reporting period (3) A cash flow statement for the reporting period A balance sheet shows at a particular point in time what resources are owned by a business ("assets") and what it owes to other parties ("liabilities"). It also shows how much has been invested in the business and what the sources of that investment finance were. It is often helpful to think of a balance sheet as a "snap-shot" of the business - a picture of the financial position of the business at a specific point. Whilst this is a useful picture to have, every time an accounting transaction takes place, the "snap-shot" picture will have changed. By contrast, the profit and loss account provides a perspective on a longer time-period. If the balance sheet is a "digital snap-shot" of the business, then think of the profit and loss account as the "DVD" of the business' activities. The story of what financial transactions took place in a particular period - and (most importantly) what the overall result of those transactions was. Not surprisingly, the profit and loss account measures "profit". What is profit? Profit is the amount by which sales revenue (also known as "turnover" or "income") exceeds "expenses" (or "costs") for the period being measured. Users of accounts The financial accounts provide a wealth of information that is useful to various users of financial information, as summarised below: User Interest in / Use of Accounting Information Investors Investors are concerned about risk and return in relation to their investments. They require information to decide whether they should continue to invest in a business. They also need to be able to assess whether a business will be able to pay dividends, and to measure the performance of the business' management overall Lenders Banks and other financial institutions who lend money to a business require information that helps them determined whether loans and interest will be paid when due Creditors Suppliers and trade creditors require information that helps them understand and assess the short-term liquidity of a business. Is the business able to pay short-term debt when it falls due? Customers & Debtors Customers and trade debtors require information about the ability of the business to survive and prosper. As customers of the company's products, they have a long- term interest in the company's range of products and services. They may even be dependent on the business for certain products or services Employees Employees (and organisations that represent them - e.g. trade unions) require information about the stability and continuing profitability of the business. They are crucially interested in information about employment prospects and the maintenance of pension funding and retirement benefits. They are also likely to interested in the pay and benefits obtained by senior management! Government There are many government agencies and departments that are interested in accounting information. For example, the IR&CE needs information on business profitability in order to levy and collect Corporation Tax. Various regulatory agencies (e.g. the Competition Commission and the Environment Agency) need information to support decisions about takeovers and grants, for example. Analysts Investment analysts are an important user group - specifically for companies quoted on a stock exchange. They require very detailed financial and other information in order to analyse the competitive performance of a business and its sector. Much of this is provided by the detailed accounting disclosures that are required by the London Stock Exchange. However, additional accounting information is usually provided to analysts via formal company briefings and interviews. General public Interest groups, formed by various groups of individuals who have a specific interest in the activities and performance of businesses, will also require accounting information. Accounting concepts and conventions In drawing up accounting statements, whether they are external "financial accounts" or internally-focused "management accounts", a clear objective has to be that the accounts fairly reflect the true "substance" of the business and the results of its operation. The theory of accounting has, therefore, developed the concept of a "true and fair view". The true and fair view is applied in ensuring and assessing whether accounts do indeed portray accurately the business' activities. To support the application of the "true and fair view", accounting has adopted certain concepts and conventions which help to ensure that accounting information is presented accurately and consistently. Accounting Conventions The most commonly encountered convention is the "historical cost convention". This requires transactions to be recorded at the price ruling at the time, and for assets to be valued at their original cost. Under the "historical cost convention", therefore, no account is taken of changing prices in the economy. The other conventions you will encounter in a set of accounts can be summarised as follows: Monetary measurement Accountants do not account for items unless they can be quantified in monetary terms. Items that are not accounted for (unless someone is prepared to pay something for them) include things like workforce skill, morale, market leadership, brand recognition, quality of management etc. Separate Entity This convention seeks to ensure that private transactions and matters relating to the owners of a business are segregated from transactions that relate to the business. Realisation With this convention, accounts recognise transactions (and any profits arising from them) at the point of sale or transfer of legal ownership - rather than just when cash actually changes hands. For example, a company that makes a sale to a customer can recognise that sale when the transaction is legal - at the point of contract. The actual payment due from the customer may not arise until several weeks (or months) later - if the customer has been granted some credit terms. Materiality An important convention. As we can see from the application of accounting standards and accounting policies, the preparation of accounts involves a high degree of judgement. Where decisions are required about the appropriateness of a particular accounting judgement, the "materiality" convention suggests that this should only be an issue if the judgement is "significant" or "material" to a user of the accounts. The concept of "materiality" is an important issue for auditors of financial accounts.
Accounting Concepts Four important accounting concepts underpin the preparation of any set of accounts: Going Concern Accountants assume, unless there is evidence to the contrary, that a company is not going broke. This has important implications for the valuation of assets and liabilities. Consistency Transactions and valuation methods are treated the same way from year to year, or period to period. Users of accounts can, therefore, make more meaningful comparisons of financial performance from year to year. Where accounting policies are changed, companies are required to disclose this fact and explain the impact of any change. Prudence Profits are not recognised until a sale has been completed. In addition, a cautious view is taken for future problems and costs of the business (the are "provided for" in the accounts" as soon as their is a reasonable chance that such costs will be incurred in the future. Matching (or "Accruals") Income should be properly "matched" with the expenses of a given accounting period. Key Characteristics of Accounting Information There is general agreement that, before it can be regarded as useful in satisfying the needs of various user groups, accounting information should satisfy the following criteria: Criteria What it means for the preparation of accounting information Understandability This implies the expression, with clarity, of accounting information in such a way that it will be understandable to users - who are generally assumed to have a reasonable knowledge of business and economic activities Relevance This implies that, to be useful, accounting information must assist a user to form, confirm or maybe revise a view - usually in the context of making a decision (e.g. should I invest, should I lend money to this business? Should I work for this business?) Consistency This implies consistent treatment of similar items and application of accounting policies Comparability This implies the ability for users to be able to compare similar companies in the same industry group and to make comparisons of performance over time. Much of the work that goes into setting accounting standards is based around the need for comparability. Reliability This implies that the accounting information that is presented is truthful, accurate, complete (nothing significant missed out) and capable of being verified (e.g. by a potential investor). Objectivity This implies that accounting information is prepared and reported in a "neutral" way. In other words, it is not biased towards a particular user group or vested interest Introduction to stakeholders Lets start with a definition of stakeholders, which are: Groups / individuals that are affected by and/or have an interest in the operations and objectives of the business Most businesses have a variety of stakeholder groups which can be broadly categorised as follows:
Stakeholder groups vary both in terms of their interest in the business activities and also their power to influence business decisions. Here is a useful summary:
Stakeholder Main Interests Power and influence Shareholders Profit growth, Share price growth, dividends Election of directors Banks & other Lenders Interest and principal to be repaid, maintain credit rating Can enforce loan covenants Can withdraw banking facilities Directors and managers Salary ,share options, job satisfaction, status Make decisions, have detailed information Employees Salaries & wages, job security, job satisfaction & motivation Staff turnover, industrial action, service quality Suppliers Long term contracts, prompt payment, growth of purchasing Pricing, quality, product availability Customers Reliable quality, value for money, product availability, customer service Revenue / repeat business Word of mouth recommendation Community Environment, local jobs, local impact Indirect via local planning and opinion leaders Government Operate legally, tax receipts, jobs Regulation, subsidies, taxation, planning
Income statement (overview) The income statement is a historical record of the trading of a business over a specific period (normally one year). It shows the profit or loss made by the business which is the difference between the firms total income and its total costs. The income statement serves several important purposes: Allows shareholders/owners to see how the business has performed and whether it has made an acceptable profit (return) Helps identify whether the profit earned by the business is sustainable (profit quality) Enables comparison with other similar businesses (e.g. competitors) and the industry as a whole Allows providers of finance to see whether the business is able to generate sufficient profits to remain viable (in conjunction with the cash flow statement) Allows the directors of a company to satisfy their legal requirements to report on the financial record of the business The structure and format of a typical income statement is illustrated below: Boston Learning Systems plc Income Statement 2011 2010 Year Ended 31 December '000 '000
Revenue 21,450 19,780 Cost of sales 13,465 12,680 Gross profit 7,985 7,100 Distribution costs 3,210 2,985 Administration expenses 2,180 1,905 Operating profit 2,595 2,210 Finance costs 156 120 Profit before tax 2,439 2,090 Tax expense 746 580 Profit attributable to shareholders 1,693 1,510 The lines in the income statement can be briefly described as follows: Category Explanation Revenue The revenues (sales) during the period are recorded here. Sometimes referred to as the top line revenue shows the total value of sales made to customers Cost of sales The direct costs of generating the recorded revenues go into cost of sales. This would include the cost of raw materials, components, goods bought for resale and the direct labour costs of production. Gross profit The difference between revenue and cost of sales. A simple but very useful measure of how much profit is generated from every 1 of revenue before overheads and other expenses are taken into account. Is used to calculate thegross profit margin (%) Distribution & administration expenses Operating costs and expenses that are not directly related to producing the goods or services are recorded here. These would include distribution costs (e.g. marketing, transport) and the wide range of administrative expenses or overheads that a business incurs. Operating profit A key measure of profit. Operating profit records how much profit has been made in total from the trading activities of the business before any account is taken of how the business is financed. Finance expenses Interest paid on bank and other borrowings, less interest income received on cash balances, is shown here. A useful figure for shareholders to assess how much profit is being used up by the funding structure of the business. Profit before tax Calculated as operating profit less finance expenses Tax An estimate of the amount of corporation tax that is likely to be payable on the recorded profit before tax Profit attributable to shareholders The amount of profit that is left after the tax has been accounted for. The shareholders then decide how much of this is paid out to them in dividends and how much is left in the business (retained earnings in the equity section of the balance sheet) Profit quality One of the issues to consider when looking at the income statement is to look at whether the reported profit ishigh quality or low quality. What is the difference? A high quality profit is one which can be repeated or sustained. In other words the profit does not contain any unusual one-off items of income or profit which shareholders cannot reasonably expect the business achieve in the following year. A low quality profit is one which it is difficult to repeat. The profit is likely to benefit from one or more exceptional items which will not repeat. Examples of exceptional items include: One-off profits on selling major items of property, plant and equipment (e.g. selling a piece of land) Income from a significant insurance claim Profits from selling business units or brands Balance Sheet (overview) A balance sheet is a statement of the total assets and liabilities of an organisation at a particular date - usually the last date of an accounting period. The balance sheet is split into two parts: (1) A statement of fixed assets, current assets and the liabilities (sometimes referred to as "Net Assets") (2) A statement showing how the Net Assets have been financed, for example through share capital and retained profits. The Companies Act requires the balance sheet to be included in the published financial accounts of all limited companies. In reality, all other organisations that need to prepare accounting information for external users (e.g. charities, clubs, partnerships) will also product a balance sheet since it is an important statement of the financial affairs of the organisation. A balance sheet does not necessary "value" a company, since assets and liabilities are shown at "historical cost"and some intangible assets (e.g. brands, quality of management, market leadership) are not included. Example Balance Sheet The structure of a typical balance sheet is illustrated below: Boston Learning Systems plc Balance Sheet at 31 December 2009 2008 '000 '000 ASSETS Non-current assets Goodwill and other intangible assets 150 150 Property, plant & equipment 2,450 2,100 2,600 2,250 Current assets Inventories 1,325 1,475 Trade and other receivables 4,030 3,800 Short-term investments 250 190 Cash and cash equivalents 1,340 780 6,945 6,245 Current liabilities Trade and other payables 2,310 2,225 Short-term borrowings 350 550 Current tax liabilities 800 650 Provisions 290 255 3,750 3,680
EQUITY Share capital 500 500 Retained earnings 3,955 2,725 TOTAL EQUITY 4,455 3,225 An asset is any right or thing that is owned by a business. Assets include land, buildings, equipment and anything else a business owns that can be given a value in money terms for the purpose of financial reporting. Definition of Liabilities To acquire its assets, a business may have to obtain money from various sources in addition to its owners (shareholders) or from retained profits. The various amounts of money owed by a business are called its liabilities. Long-term and Current To provide additional information to the user, assets and liabilities are usually classified in the balance sheet as: - Current: those due to be repaid or converted into cash within 12 months of the balance sheet date; - Long-term: those due to be repaid or converted into cash more than 12 months after the balance sheet date; Fixed Assets A further classification other than long-term or current is also used for assets. A "fixed asset" is an asset which is intended to be of a permanent nature and which is used by the business to provide the capability to conduct its trade. Examples of "tangible fixed assets" include plant & machinery, land & buildings and motor vehicles."Intangible fixed assets" may include goodwill, patents, trademarks and brands - although they may only be included if they have been "acquired". Investments in other companies which are intended to be held for the long-term can also be shown under the fixed asset heading. Definition of Capital As well as borrowing from banks and other sources, all companies receive finance from their owners. This money is generally available for the life of the business and is normally only repaid when the company is "wound up". To distinguish between the liabilities owed to third parties and to the business owners, the latter is referred to as the"capital" or "equity capital" of the company. In addition, undistributed profits are re-invested in company assets (such as stocks, equipment and the bank balance). Although these "retained profits" may be available for distribution to shareholders - and may be paid out as dividends as a future date - they are added to the equity capital of the business in arriving at the total "equity shareholders' funds". At any time, therefore, the capital of a business is equal to the assets (usually cash) received from the shareholders plus any profits made by the company through trading that remain undistributed. Current assets This section of the balance sheet shows the assets a business owns which are either cash, cash equivalents, or are expected to be turned into cash during the next twelve months. Current assets are, therefore, very important to cash flow management and forecasting, because they are the assets that a business uses to pay its bills, repay borrowings, pay dividends and so on, Current assets are listed in order of their liquidity or in other words, how easy it is to turn each category of current asset into cash. The main elements of current assets are: Inventories Inventories (often also called stocks) are the least liquid kind of current asset. Inventories include holdings of raw materials, components, finished products ready to sell and also the cost of work-in-progress as it passes through the production process. For the balance sheet, a business will value its inventories at cost. A profit is only earned and recorded once inventories have been sold. Not all inventories can eventually be sold. A common problem is stock obsolescence where inventories have to be sold for less than their cost (or thrown away) perhaps because they are damaged or customers no longer demand them. For these inventories, the balance sheet value should be the amount that can be recovered if the stocks can finally be sold. Trade and other receivables Trade debtors are usually the main part of this category. A trade debtor is created when a customer is allowed to buys goods or services on credit. The sale is recognised as revenue (income statement) when the transaction takes place and the amount owed is added to trade debtors in the balance sheet. At some stage in the future, when the customer settles the invoice, the trade debtor balance converts into cash! Most businesses operate with a reasonably significant amount owed by trade debtors at any one time. It is not unusual for customers to take between 60-90 days to pay amounts owed, although the average payment period varies by industry. Of course some customer debts are not eventually paid the customer becomes insolvent, leaving the business with debtor balances that it cannot recover. When a business is doubtful whether a customer will settle its debts it needs to make an allowance for this in the balance sheet. This is done by making a provision for bad and doubtful debts which effectively reduces the value of trade debtors to the total amount that the business reasonably expects to receive in the future. Short-term investments A business with positive cash balances can either hold them in the bank or invest them for short periods perhaps by placing them on short-term deposit. Such investments would be shown in this category. Cash and cash equivalents The most liquid form of current assets = the actual cash balances that the business has! The bank account balance would be the main item in this category. Current liabilities Current liabilities represent amounts that are owed by the business and which are due to be paid within the next twelve months. Current liabilities are normally settled from the amounts available in current assets. The main elements of current liabilities are: Trade and other The main element of this is normally trade creditors amounts owed by a payables business to its suppliers for goods and services supplied. A trade creditor is the reverse of a trade debtor. A business buys from a supplier and then pays for those goods and services some time later the period depends on the length and amount of credit the supplier allows. Short-term borrowings Amounts in this category represent the amounts that need to be repaid on outstanding borrowings in the next year. For example, a business may have a bank loan of 2million of which 250,000 is due to be repaid six months after the balance sheet date. In the balance sheet, the bank loan would be split into two categories: 250,000 as short-term borrowings and the remainder (1,750,000) in the borrowings figure in non-current liabilities. Current tax liabilities This category shows the tax liabilities that the business is still to pay to the government. This will mainly comprise corporation tax, income tax and VAT. Provisions This is a category that can contain a variety of amounts due. For example, it would include any dividends due to be paid to shareholders. More importantly, it will also include any estimates of potential costs which the business might incur in relation to known disputes or other issues. For example, if the business is subject to legal claims or is planning to make redundancies in the near future then the likely costs of these issues needs to be provided for in the balance sheet Non-current liabilities This category shows the longer-term liabilities that a business has. By longer-term, we mean liabilities that need to be settled in more than one years time. This would include bank loans which are not yet due for repayment. Accounting for fixed assets Introduction An important distinction is made in accounting between "current assets" and " "fixed assets". Current assets are those that form part of the circulating capital of a business. They are replaced frequently or converted into cash during the course of trading. The most common current assets are stocks, trade debtors, and cash. Compare current assets with fixed assets. A fixed asset is an asset of a business intended for continuing use, rather than a short-term, temporary asset such as stocks. Fixed assets must be classified in a company's balance sheet as intangible, tangible, or investments. Examples of intangible assets include goodwill, patents, and trademarks. Examples of tangible fixed assets include land and buildings, plant and machinery, fixtures and fittings, motor vehicles and IT equipment. How should the changing value of a fixed asset be reflected in a company's accounts? The benefits that a business obtains from a fixed asset extend over several years. For example, a company may use the same piece of production machinery for many years, whereas a company-owned motor car used by a salesman probably has a shorter useful life. By accepting that the life of a fixed asset is limited, the accounts of a business need to recognise the benefits of the fixed asset as it is "consumed" over several years. This consumption of a fixed asset is referred to as depreciation. Definition of depreciation Financial Reporting Standard 15 (covering the accounting for tangible fixed assets) defines depreciation as follows: "the wearing out, using up, or other reduction in the useful economic life of a tangible fixed asset whether arising from use, effluxion of time or obsolescence through either changes in technology or demand for goods and services produced by the asset.' A portion of the benefits of the fixed asset will be used up or consumed in each accounting period of its life in order to generate revenue. To calculate profit for a period, it is necessary to match expenses with the revenues they help earn. In determining the expenses for a period, it is therefore important to include an amount to represent the consumption of fixed assets during that period (that is, depreciation). In essence, depreciation involves allocating the cost of the fixed asset (less any residual value) over its useful life. To calculate the depreciation charge for an accounting period, the following factors are relevant: - the cost of the fixed asset; - the (estimated) useful life of the asset; - the (estimated) residual value of the asset. What is the relevant cost of a fixed asset? The cost of a fixed asset includes all amounts incurred to acquire the asset and any amounts that can be directly attributable to bringing the asset into working condition. Directly attributable costs may include: - Delivery costs - Costs associated with acquiring the asset such as stamp duty and import duties - Costs of preparing the site for installation of the asset - Professional fees, such as legal fees and architects' fees Note that general overhead costs or administration costs would not be included as part of the total costs of a fixed asset (e.g. the costs of the factory building in which the asset is kept, or the cost of the maintenance team who keep the asset in good working condition) The cost of subsequent expenditure on a fixed asset will be added to the cost of the asset provided that this expenditure enhances the benefits of the fixed asset or restores any benefits consumed. This means that major improvements or a major overhaul may be capitalised and included as part of the cost of the asset in the accounts. However, the costs of repairs or overhauls that are carried out simply to maintain existing performance will be treated as expenses of the accounting period in which the work is done, and charged in full as an expense in that period. What is the Useful Life of a fixed asset? An asset may be seen as having a physical life and an economic life. Most fixed assets suffer physical deterioration through usage and the passage of time. Although care and maintenance may succeed in extending the physical life of an asset, typically it will, eventually, reach a condition where the benefits have been exhausted. However, a business may not wish to keep an asset until the end of its physical life. There may be a point when it becomes uneconomic to continue to use the asset even though there is still some physical life left. The economic life of the asset will be determined by such factors as technological progress and changes in demand. For purposes of calculating depreciation, it is the estimated economic life rather than the potential physical life of the fixed asset that is used. What about the Residual Value of a fixed asset? At the end of the useful life of a fixed asset the business will dispose of it and any amounts received from the disposal will represent its residual value. This, again, may be difficult to estimate in practice. However, an estimate has to be made. If it is unlikely to be a significant amount, a residual value of zero will be assumed. The cost of a fixed asset less its estimated residual value represents the total amount to be depreciated over its estimated useful life. Depreciation of fixed assets Introduction In our introduction to accounting for fixed assets, we described how businesses need to account for the consumption of fixed assets over time in a way that reflects their reducing value. The term given to this consumption is depreciation. This revision note explains the various methods available to calculate depreciation and highlights how subjective this calculation can be. Other revision notes provide worked example of each depreciation method. Depreciation Methods The total amount to be depreciated over the life of a fixed asset is determined by the following calculation: Cost of the fixed asset less residual value The period over which to depreciate a fixed asset is known as the "useful economic life" of the asset So how much of this depreciable amount is charged against profits in each accounting period? A depreciation method is required to allocate, in a systematic way, the total amount to be depreciated between each accounting period of the asset's useful economic life. There are various methods of depreciation available. However, most businesses appear to adopt one of the two methods described below. Method 1 - Straight-line depreciation The straight-line method of depreciation is widely used and simple to calculate. It is based on the principle that each accounting period of the asset's life should bear an equal amount of depreciation. As a result, the depreciation charge for the asset can be calculated using the following formula: Dpn = (C- R)/ N where: Dpn = Annual straight-line depreciation charge C = Cost of the asset R = Residual value of the asset N = Useful economic life of the asset (years) Whilst it is simple and popular, Is the straight line depreciation method the most appropriate way of calculating depreciation? The answer lies in understanding that depreciation is a process of allocation, not valuation. The pattern of annual depreciation charges for a fixed asset should attempt to match the pattern of benefits derived from that asset. Therefore, where the benefits from an asset are likely to be reasonably constant over its life the straight-line method of depreciation would be appropriate as it results in a constant annual depreciation charge. In practice it may be difficult to assess the pattern of benefits relating to an asset. In such cases the straight-line method may often be chosen simply because it is easy to understand and calculate. Method 2 - Reducing balance method The reducing balance method of depreciation provides a high annual depreciation charge in the early years of an asset's life but the annual depreciation charge reduces progressively as the asset ages. To achieve this pattern of depreciation, a fixed annual depreciation percentage is applied to the written-down value of the asset. Thus, depreciation is calculated as a percentage of the reducing balance. For certain fixed assets, the benefits derived may be high in the early years, but may decline as the asset ages. For such assets, the reducing-balance method of depreciation would be appropriate insofar as it matches the depreciation expense with the pattern of benefits. Once a particular method of depreciation has been chosen for a fixed asset, the method should be applied consistently over its life. It is only permissible to switch from one method to another if the new method provides a fairer presentation of the financial results and financial position. Total depreciation charged It should be noted that, whichever method of depreciation is selected, the total depreciation to be charged over the useful life of a fixed asset will be the same. It is simply the allocation of the total depreciation charge between accounting periods that is affected by the choice of method. Depreciation - straight line example Introduction In our introduction to the methods available to calculate depreciation, we suggested that there are two main methods that can be used: - Straight- line depreciation - Reducing balance method We emphasised the point that these two methods simply provide an alternative way of allocating the total depreciation charge over several accounting periods. The total depreciation charge using either method will be the same over the total useful economic life of the asset. To illustrate the straight line depreciation method, we have calculated the depreciation charge for the following asset: Data A business purchases a new machine for 75,000 on 1 January 2003. It is estimated that the machine will have a residual value of 10,000 and a useful economic life of five years. The business has an accounting year end of 31 December. Straight line depreciation method Using the straight line depreciation method, the calculation of the annual depreciation charge is as follows: Dpn = (C- R)/ N where: Dpn = Annual straight-line depreciation charge C = Cost of the asset R = Residual value of the asset N = Useful economic life of the asset (years) So the calculation is: Dpn = (75,000 - 10,000) / 5 Dpn = 13,000 in the accounts of the business a depreciation charge of 13,000 will be expensed in the profit and loss account for each of the five years of the asset's useful economic life. In the annual balance sheet, the machine would be shown at its original cost less the total accumulated depreciation for the asset to date. Example of how this would be disclosed in the accounts At the end of the third year of ownership of the machine, the financial accounts of the business would include the following items in relation to the machine: In the Profit and Loss Account: Depreciation of Machinery - Charge: 13,000 In the Balance Sheet at 31 December 2005:
Machine at Cost 75,000
less: Accumulated Depreciation 39,000
Machine at net book value
36,000 The figure for accumulated depreciation of 39,000 at 31 December 2005 represents three years' worth of depreciation at 13,000 per year. The cost of the machine (75,000) less the accumulated depreciation charged on the machine (39,000) is known as the "written-down value" ("WDV") or "net book value" ("NBV"). it should be noted that WDV or NBV is simply an accounting value that is the result of a decision about which method is used to calculate depreciation. It does not necessarily mean that the machine is actually worth more or less than the WDV or NBV. Depreciation - reducing balance example Introduction In our introduction to the methods available to calculate depreciation, we suggested that there are two main methods that can be used: - Straight- line depreciation - Reducing balance method We emphasised the point that these two methods simply provide an alternative way of allocating the total depreciation charge over several accounting periods. The total depreciation charge using either method will be the same over the total useful economic life of the asset. To illustrate the reducing balance depreciation method, we have calculated the depreciation charge for the following asset: Data A business purchases a new machine for 75,000 on 1 January 2003. It is estimated that the machine will have a residual value of 10,000 and a useful economic life of five years. The business decides to calculate annual depreciation at the rate of 40% of the written-down value. The business has an accounting year end of 31 December. Reducing balance depreciation method Using the straight line depreciation method, the calculation of the annual depreciation charge is as follows: 31 December Original machine cost 75,000 2003 Depreciation in 2003 (40% cost) 30,000 Written down value at 31 December 2003 45,000
2004 Depreciation in 2004 (40% of WDV @ 31 December 2003) 18,000 Written down value at 31 December 2004 27,000
2005 Depreciation in 2005 (40% of WDV @ 31 December 2004) 10,800 Written down value at 31 December 2005 16,200
2006 Depreciation in 2006 (40% of WDV @ 31 December 2005) 6,480 Written down value at 31 December 2006 9,720
2007 Depreciation in 2007 (40% of WDV @ 31 December 2006) 3,888 Written down value at 31 December 2007 5,832 The reducing balance method can result in significant differences in the annual depreciation charge, depending on the "percentage" of written-down value that is used to calculate the charge. In the example above, the total amount charged to depreciation in the first three years of owning the machine (2003- 2005) was 58,800 (compared with 39,000 if a straight line depreciation method has been used).
Main ratios (introduction) In our introduction to interpreting financial information we identified five main areas for investigation of accounting information. The use of ratio analysis in each of these areas is introduced below: Profitability Ratios These ratios tell us whether a business is making profits - and if so whether at an acceptable rate. The key ratios are: Ratio Calculation Comments Gross Profit Margin [Gross Profit / Revenue] x 100 (expressed as a percentage This ratio tells us something about the business's ability consistently to control its production costs or to manage the margins its makes on products its buys and sells. Whilst sales value and volumes may move up and down significantly, the gross profit margin is usually quite stable (in percentage terms). However, a small increase (or decrease) in profit margin, however caused can produce a substantial change in overall profits. Operating Profit Margin [Operating Profit / Revenue] x 100 (expressed as a percentage) Assuming a constant gross profit margin, the operating profit margin tells us something about a company's ability to control its other operating costs or overheads. Return on capital employed ("ROCE") Net profit before tax, interest and dividends ("EBIT") / total assets (or total assets less current liabilities ROCE is sometimes referred to as the "primary ratio"; it tells us what returns management has made on the resources made available to them before making any distribution of those returns. Efficiency ratios These ratios give us an insight into how efficiently the business is employing those resources invested in fixed assets and working capital. Ratio Calculation Comments Sales /Capital Employed Sales / Capital employed A measure of total asset utilisation. Helps to answer the question - what sales are being generated by each pound's worth of assets invested in the business. Note, when combined with the return on sales (see above) it generates the primary ratio - ROCE. Sales or Profit / Fixed Assets Sales or profit / Fixed Assets This ratio is about fixed asset capacity. A reducing sales or profit being generated from each pound invested in fixed assets may indicate overcapacity or poorer-performing equipment. Stock Turnover Cost of Sales / Average Stock Value Stock turnover helps answer questions such as "have we got too much money tied up in inventory"?. An increasing stock turnover figure or one which is much larger than the "average" for an industry, may indicate poor stock management. Credit Given / "Debtor Days" (Trade debtors (average, if possible) / (Sales)) x 365 The "debtor days" ratio indicates whether debtors are being allowed excessive credit. A high figure (more than the industry average) may suggest general problems with debt collection or the financial position of major customers. Credit taken / "Creditor Days" ((Trade creditors + accruals) / (cost of sales + other purchases)) x 365 A similar calculation to that for debtors, giving an insight into whether a business is taking full advantage of trade credit available to it. Liquidity Ratios Liquidity ratios indicate how capable a business is of meeting its short-term obligations as they fall due: Ratio Calculation Comments Current Ratio Current Assets / Current Liabilities A simple measure that estimates whether the business can pay debts due within one year from assets that it expects to turn into cash within that year. A ratio of less than one is often a cause for concern, particularly if it persists for any length of time. Quick Ratio (or "Acid Test" Cash and near cash (short- term investments + trade debtors) Not all assets can be turned into cash quickly or easily. Some - notably raw materials and other stocks - must first be turned into final product, then sold and the cash collected from debtors. The Quick Ratio therefore adjusts the Current Ratio to eliminate all assets that are not already in cash (or "near- cash") form. Once again, a ratio of less than one would start to send out danger signals. Stability Ratios These ratios concentrate on the long-term health of a business - particularly the effect of the capital/finance structure on the business: Ratio Calculation Comments Gearing Borrowing (all long-term debts + normal overdraft) / Net Assets (or Shareholders' Funds) Gearing (otherwise known as "leverage") measures the proportion of assets invested in a business that are financed by borrowing. In theory, the higher the level of borrowing (gearing) the higher are the risks to a business, since the payment of interest and repayment of debts are not "optional" in the same way as dividends. However, gearing can be a financially sound part of a business's capital structure particularly if the business has strong, predictable cash flows. Interest cover Operating profit before interest / Interest This measures the ability of the business to "service" its debt. Are profits sufficient to be able to pay interest and other finance costs? Investor Ratios There are several ratios commonly used by investors to assess the performance of a business as an investment: Ratio Calculation Comments Earnings per share ("EPS") Earnings (profits) attributable to ordinary shareholders / Weighted average ordinary shares in issue during the year A requirement of the London Stock Exchange - an important ratio. EPS measures the overall profit generated for each share in existence over a particular period. Price-Earnings Ratio ("P/E Market price of share / Earnings per Share At any time, the P/E ratio is an indication of how highly the market "rates" or "values" a business. A P/E ratio is best viewed in the context of a sector Ratio") or market average to get a feel for relative value and stock market pricing. Dividend Yield (Latest dividend per ordinary share / current market price of share) x 100 This is known as the "payout ratio". It provides a guide as to the ability of a business to maintain a dividend payment. It also measures the proportion of earnings that are being retained by the business rather than distributed as dividends.