Financial accounting (FA) caters to the needs of business owners
(shareholders). The fundamental objective of FA is to supply the latter with structured financial knowledge about the
company in question so that can make informed investment decisions. This
knowledge is structured in standard financial reports (financial statements) that I will cover in more detail a little bit
later.
For prospective investors evaluating a potential investment
opportunity (‘investment target’) this decision is (a) whether to invest or not
and (2) how much to invest. In case of private equity investment where price of
company shares is negotiable, analysis of corporate financial statements (which
is the subject of the whole chapter on Financial
KPI) helps to determine the optimal acquisition price.
For corporate shareholders who already own shares in the
company in question, these decisions depend on whether the investor is of passive or active variety. For a passive investor it is the proverbial
buy/sell/hold choice while an active investor – if not satisfied with financial
performance of his holding – might want to take action. For example, replace
the management team. It happens.
Also, in corporate
governance system (discussed above), decisions on certain strategic issues
must be approved (or even made) by its shareholders (or their representatives on
the Board of Directors). And financial
statements come very handy in helping to evaluate alternative and to make the
best decision. In terms of financial value, of course.
Your financial accounting system (FAS) captures financial data
from financial transactions in your
company and places is into accounts of your general
ledger – the core of your financial accounting database. And of your whole
financial knowledge management system – the most important component of your
corporate KMS. After all, your financial value is ‘the first among the equals’.
From these accounts FAS then generates (on a periodic basis –
annual, semiannual, quarterly or even monthly) four key financial statements – balance sheet, income statement (or profit-and-loss statement – P&L), statement of retained earnings (usually
combined with income statement) and statement
of cash flows in direct or indirect form. Financial valuation
models typically use the latter as the more convenient for this purpose.
Investors (both prospective and actual shareholders) then analyze
these statements and – based on conclusions they draw from this analysis – make
their investment decisions. I will cover in more detail the process of
analyzing financial statements in Financial
KPI section of this guide.
In reality, investors need (and use) a whole lot more
information than is contained in these four statements. For starters, they
study and analyze footnotes to your
financial statements (often called ‘the fifth financial statement’). Footnotes
contain ‘unstructured’ (textual) information that can not be captured by your
FAS but is still considered by company management and investors to have a
substantial (‘material’) effect on corporate financial performance. And,
therefore, needs to be considered and analyzed by shareholders and potential
investors.
Footnotes typically cover the following important areas:
·
Financial
accounting policies that are most important to the portrayal of the
company’s financial condition and results (more on that later);
·
Current
and deferred corporate income taxes, broken down by level – federal, state,
local and (if applicable) foreign, plus the main items that affect the
company’s effective tax rate are.
·
Pension
plans and other retirement programs (e.g. post-employment benefit programs).
The notes contain specific information about the assets, costs and liabilities
associated with these programs.
·
Corporate
stock options granted to managers and employees, including the method of
accounting for stock-based compensation and its effect corporate financial performance
If investors are dealing with the public company, they
carefully study corporate annual report, especially its MD&A section. MD&A stands for Management’s Discussion and Analysis of Financial Condition and Results
of Operations.
Essentially, MD&A reflects company management’s view of
the financial performance and condition of the company. It is used by
management to tell current and prospective investors what the financial
statements show and do not show, as well as to identify important trends and
risks that have shaped the company past or are reasonably likely to shape its
future.
The SEC’s rules governing MD&A require disclosure about
trends, events or uncertainties known to management that would have a material
impact on reported financial information. The purpose of MD&A is to provide
investors with information that the company’s management believes to be
necessary to an understanding of its financial condition, changes in financial
condition and results of operations.
It is intended to help investors to see the company through
the eyes of its management. It is also intended to provide context for the
financial statements and information about the company’s earnings and cash
flows.
Prospective investors in public companies carefully study
and analyze information (or investment) memorandum
usually developed by an investment bank – a financial advisor of the company
seeking private equity investment.
True, financial statements form the core of this memorandum
(which contains essentially well-structured and detailed comments and
explanations for various items on these statements), but these typically run
for dozens (sometimes even hundreds) of pages.
Even in its financial section, memorandum contains additional
statements (tables) that transform corporate financial statements into a
comprehensive financial valuation model.
These include tables for computing important financial KPI (covered in the
appropriate section of this guide) – NOPLAT, ROIC, WACC, economic profit and financial
value proper.
Even that usually is not enough, because prospective investors
– after analyzing information memorandum - almost always perform so-called due diligence of a potential investment
target. Which is essentially the same comprehensive business analysis as
covered in this guide, but with a more limited depth and scope.
There are two primary reasons why your (or any other
company, for that matter), needs financial
accounting standards. First, all information systems work according to GIGO
principle. Garbage in, garbage out. Including
your financial information and knowledge management system.
Hence, this system is only as good as the raw data that gets
into this system. Data supplied by your corporate financial accounting system.
Therefore, you need some reasonable assurances that this data is, indeed,
reliable and relevant. These assurances are provided by detailed accounting
standards.
Second, your investors always have a choice where to invest.
Which corporate shares to purchase. Therefore, investors need means to compare
financial statements of different companies. And to make such comparison
meaningful, financial statements of all companies must be prepared according to
the same accounting standards.
These standards cover methods, rules and procedures for (a) identifying
and recording financial transactions thus entering raw financial data into your
financial knowledge base; (2) structuring this data into the system of accounts in your general ledger and (3)
developing financial statements based on information in general ledger
accounts. Obviously, the number and general structure of corporate financial statements
are also covered by financial accounting standards.
There are two systems of accounting standards used in the
business world today. The first are Generally
Accepted Accounted Principles (GAAP) developed by Federal Accounting Standards Board (FASB) and used in the USA and
Canada. The second are called International
Financial Reporting Standards (IFRS) developed by IFRS Foundation and used pretty much everywhere else (in over 110
countries, in fact).
What’s the difference? Well, their fundamental as their accounting
frameworks are similar in many respects. Which can be expected, of course. However,
there is a substantial conceptual difference. IFRS is considered more of a
"principles based"
accounting standard in contrast to U.S. GAAP which is considered more "rules based". By being more
"principles based", IFRS, is believed to represent and capture the
economics of a transaction better than U.S. GAAP.
However, there is no indication that the USA will convert to
IFRS any time soon as GAAP perfectly satisfies its key stakeholder – the U.S.
investment community. And it is all that matters. Therefore, which one you will
use is determined primarily by your country of residence.
Analysis or your accounting system is typically outsourced
to professionals – companies that specialize in financial audit – which become your partners in conducting a CBA. However,
it is still important to get an overview of what must be analyzed (including
the appropriate questions to be asked).
Why? Because purely financial audit (or, more precisely
financial statements audit) has a very limited scope compared to the financial –
and even accounting – component of CBA – a comprehensive
business (or corporate) audit.
Professional auditors (Certified
Public Accountants and the like) perform an unbiased examination and
evaluation of the financial statements of a business entity. Specifically, the
auditor expresses an opinion on the fairness with which the corporate financial
statements presents the financial position, results of operations, and cash
flows of a business entity; in accordance with GAAP/IFRS and "in all
material respects". An auditor is also required to identify circumstances
in which GAAP/IFRS has not been consistently observed.
Unfortunately, this is not enough to complete the accounting
section of a comprehensive business analysis.
To make sure that your company maximizes its performance in
this functional area, you must make sure not only that its accounting system
conforms to GAAP/IFRS (which is not even required of private companies) but supplies
your investors with the most accurate financial information.
Unfortunately – even after decades of FASB efforts - this is
not always so under GAAP. In some cases the situation is so bad that some
investors and corporate managers have metamorphosed GAAP into BAAP – Barely Acceptable Accounting Principles.
In these cases, in order to satisfy informational needs of your investors, you
must intentionally deviate from GAAP (or IFRS, for that matter).
Therefore, you must make sure that your financial accounting
methodology and the business process (which obviously must be highly efficient)
do supply your corporate knowledge base with the ‘good’ financial data.
Which also requires highly competent corporate accountants and auditors (even private companies must be audited on at least an
annual basis to make sure that their FAS, indeed, to their jobs). Who use
highly efficient accounting tools and have access to comprehensive,
well-structured, accurate and up-to-date description of your FAS. Which must be
tightly integrated into your corporate and financial KMS and your overall
corporate management system.
No comments:
Post a Comment