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Quality and transparency of financial reporting • The nature of the business. What are its inherent
The transparency of the financial statements and the risks? Where is there subjectivity? Are the accounting
quality of the financial position are critical in evaluating principles and methods appropriate, conservative,
a company. With the media, analysts, investors, and or aggressive compared to others in its industry?
government leaders all challenging companies’ integrity, Are judgments about the selection and method
there is a need for greater transparency in financial of application of accounting principles based on
reporting, especially given the proliferation of complex, substance, rather than form?
global business structures.
• The use of historical cost or fair value
Management and audit committee members need to measurement methods. How great a difference
be champions of these changes. It is imperative that is there between the amounts resulting from the
management and external auditors, with appropriate historical cost and fair value methods? To what extent
oversight from audit committees, continue to improve have acquisitions caused a larger portion of the
financial reporting and communication. One of the balance sheet to be stated at fair value?
key tasks is to gain a better understanding of the
assumptions used in establishing significant accounting • The estimates and assumptions used in the
estimates and determining values. It is also important financial statements. Are the estimates and
to understand the company’s profile with regard to assumptions reasonable and supportable? Are they
strategies, objectives, and risk tolerance, and to analyze determined consistently? Do reserves based on
whether on- or off-balance-sheet transactions involving management estimates represent a significant portion
the company are consistent with that profile. To do of liability or asset valuations?
this, all parties must take the time to carefully examine
the financial statements, including the notes and • The possibility of impairment. Are the company’s
management’s discussion and analysis. policies for evaluating impairment reasonable? Do
any economic, performance, or industry trends raise
questions regarding the ability to recover assets at
their recorded amounts?
• The use of off-balance-sheet arrangements. Is To achieve a strong financial position, many companies
there a complete understanding of all significant strive to match their capital structure with their asset
existing arrangements? Has the company employed structure; an example would be to finance short-
structured finance transactions to specifically avoid term assets with short-term debt or with equity.
debt on the balance sheet? How significant are Understanding the sources of short-term financing
commitments that, by definition, are not obligations and the circumstances that may affect these sources
on the balance sheet? Have all probable and of liquidity is important. If operating cash flows are the
estimable contingent liabilities been recorded? principal source of liquidity, consideration should be
given to risks that could reduce the availability of those
• The quality and effectiveness of internal controls. funds. These risks may include fluctuation in customer
Are there controls in place to safeguard assets and demand in response to rapid technological changes or
monitor account activities? the need for funds to reinvest in infrastructure, working
capital, or capital expenditures. If commercial paper is
The purpose of this document is to assist management a principal source of liquidity, it is important to know
and audit committees in working collaboratively with how the company could be affected by a downgrade
their auditors, advisors, and stakeholders to better in its debt rating or a deterioration of certain financial
assess and communicate the financial position of their ratios or other measures of financial performance.
companies. It should be noted that although the terms Likewise, it is important to understand the constraints
“balance sheet” and “financial position” are often on a company’s liquidity in terms of its contractual
used interchangeably, the focus is on the company’s obligations, such as payments under debt and lease
financial position. The concept of financial position agreements, as well as off-balance-sheet commitments
extends beyond the balance sheet to encompass a more such as debt guarantees.
comprehensive assessment of a company’s economic
resources, obligations, and equity. Although a high level of liquid assets is an indicator of
financial flexibility, it comes at a price: cash and cash-
Liquidity equivalent assets often produce the lowest returns.
Liquidity is one of the most important factors to Consequently, an entity with a large cash balance may
consider in assessing a company’s financial position, and be less profitable than a similar company that has all of
may not be evident in the balance sheet. Liquid assets its assets invested in profitable business activities.
are cash and other assets that can be easily converted
to cash; liquidity is the extent to which an entity can To distinguish between companies that are truly
produce cash to meet its obligations. A high degree improving liquidity and those that are seeking short-
of liquidity indicates that a company is less likely to term advantage at the risk of long-term consequences,
fail in the event of a downturn in its business or the it is important to under-stand the business reasons for
economy. A company’s growth rate can significantly transactions. For some businesses or industries, certain
alter the liquidity needs of the business. A balance sheet transactions, such as sale-lease-backs, factoring of
with strong liquidity ratios computed on the basis of receivables, or transfers of assets to joint ventures, may
historical amounts can give false comfort if the company be outside the ordinary course of business, whereas
is growing at a fast rate—for example, at 20 or 30 for other businesses or industries they are part of an
percent. A company needs to prove its ability to achieve ongoing business strategy.
profitable growth by emphasizing profits, revenues, and
Appendix presents a series of questions that can assist in reviewing information included in a company’s balance sheet
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When analyzing financial position, consideration should such as requiring the company to obtain an unqualified
be given to norms in the company’s industry. For audit report. Quantitative covenants are typically
example, most banks and credit card companies are in financial ratios and other calculated measures of
the business of borrowing and lending, and managing financial health which companies report to the lenders
the interest differential between assets and liabilities on a monthly or quarterly basis.
is a fundamental profit driver. Accordingly, they are
debt-heavy by nature. In these cases, one must consider The violation of covenants may expose companies to
industry-specific metrics of liquidity, such as the credit certain risks. In some cases, lenders will waive a violation
quality and duration of the loans. A metric of working for a specific period. In others, lenders may seek to
capital may be appropriate for certain manufacturing or obtain fees for a waiver, restructure operations, or
industrial operations, but inappropriate for public utilities amend the debt agreement. These actions can prove to
that routinely operate with negative working capital. be very costly to companies, can ultimately result in a
loss of management control, and may require the debt
Another example is a company that finances the sale to be immediately payable.
of its products by extending long-term loans or lease
financing to customers as inducements to buy those Companies with large amounts of current assets
products. This business model tends to consume capital (accounts receivable and inventory) sometimes borrow
as inventory is reclassified to long-term assets in the using asset-backed financing. Asset-backed financing
form of receivables rather than being converted to cash. gives companies the ability to borrow against the value
Although this approach is employed successfully by of the assets, with restrictions as to the overall amount.
many businesses, it converts inventory risk to credit risk Operating factors, such as sales fluctuations, receivable
and requires capital in the form of long-term financing collections, production swings, and procurement
to fund the investment in the portfolio. practices, can cause substantial changes in the base
available to borrow against.
Consideration should also be given to a company’s
geographic locations and the risks and rewards related In some cases, noncompliance with lender requirements
to certain countries. For example, the company’s success may be the first indication that a company is headed
in certain markets may rely on a particular government toward financial distress. Once a company is in financial
leader or access to raw materials and labor. distress, its business can deteriorate quickly. As such,
companies should ensure that there are adequate
Restrictions imposed by debt agreements with external processes in place to forecast cash flows, covenant
lenders are key pressures affecting a company’s liquidity. compliance, and borrowing base levels. Any periods
Restrictions can take the form of debt service payments, with projected liquidity deficiencies should be identified
financial covenants, and borrowing base provisions. and addressed in advance.
Therefore, it is crucial for companies to factor in the
effects of these restrictions when projecting liquidity in Financial ratio analysis is another tool for assessing
future periods. financial position and identifying liquidity benchmarks.
To be meaningful, a company’s financial ratios for a
Financial covenants allow lenders to monitor operations specific year must be compared to those from prior
and provide remedies to lenders if a company’s years to determine trends, and must be compared to
operations deteriorate. There are two basic types of industry norms and to those of competitors. Appendix
covenants: qualitative and quantitative. Qualitative II presents the most common financial ratios used to
covenants ensure that the company maintains its assess financial position, along with recent average
operations in a responsible manner, and include items ratios for several major industries.
Consistently using a formula, with larger percentages Accounts receivable – allowance for Reserve calculated based on judgment and
applied to older aging categories based on collection doubtful accounts historical write-offs; use of a flat percentage
history; using specific reserves for accounts in dispute for all aging categories
or in situations where collectability is in question
Expensed as incurred, when permitted under GAAP Prepaid expenses Capitalizing and amortizing expenses
whenever possible
Investment in securities that are more liquid; Investment securities Investment in securities that are less liquid;
diversification; accepting lower yield in exchange for concentration of investments; seeking higher
higher quality yield at greater risk
Used to mitigate business risk (e.g., clearly defined Derivatives Used to create profit opportunity (e.g., specu-
hedging and risk management policies monitored lative trading, such as an option on a volatile
through effective controls, such as an interest rate equity security)
swap used in a hedging relationship)
Adequate supply of inventory on hand, resulting in a Inventory Excessive supply of inventory on hand,
high turnover rate resulting in a low turnover rate
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Less Inherent risk subjectivity More
Lower expected rate of return; lower assumed discount Pension plan assets and obligations Higher expected rate of return; higher
rate assumed discount rate
Conservative future cash flow and fair value assump- Impairment – fixed assets; intangibles Aggressive future cash flow and fair value
tions; realistic remaining assumptions; unrealistic remaining useful lives
useful lives
Reserves calculated by third parties (e.g., self-insurance Other accruals – litigation, environ- Reserves calculated by management using a
reserve estimated by actuaries) mental, warranties historical basis
Reserve calculation based on history, known problems Loan loss accruals Reserve based on management judgment and
in the portfolio, the quality of the portfolio, and current comparison with peers
economic conditions
Fair-value-based method of accounting for Compensatory stock option plans Intrinsic-value-based method of accounting for
stock options stock options
Minimal debt covenants; absence of other-than-cus- Long-term debt Highly restrictive debt covenants, particularly
tomary default triggers or cross-default provisions those based on multiple financial ratios; accel-
erated debt payments in the event of a credit
downgrade, default, or other event trigger;
redemption required at a significant premium
as a result of certain events (e.g., change of
control)
Non-redeemable preferred stock with a fixed dividend Equity – preferred stock Preferred stock containing a fixed maturity
rate; convertible preferred stock into fixed number of date or mandatory redemption feature which
common shares is not within the control of the issuer; nonre-
deemable preferred stock (no maturity date)
that contains a cash/put feature
Settlement in a fixed number of shares Put/call features (on preferred stock, Settlement in cash (would result in derivative
warrants, etc.) accounting); contingent on defined events
Traditional, simplistic financial structures; traditional Special-purpose entities Nontraditional, complex structures; monetizing
two-step securitization structure used for monetizing nontraditional asset classes (e.g., inventory,
traditional asset classes (e.g., auto loans, mortgages, fixed assets); use of minimal outside equity
credit cards) in the structures to achieve off-balance-sheet
treatment
Conservative estimated future tax effects attributable Deferred tax liability or asset Aggressive estimated future tax effects attrib-
to temporary differences and carry-forwards utable to temporary differences and carry-
forwards
8
The assumptions underlying the estimates should be Off-balance-sheet arrangements
monitored from period to period and should also be An understanding of off-balance-sheet financing is
reviewed against estimates and assumptions used by helpful in assessing a company’s financial position.
comparable companies in the industry. These arrangements may include special-purpose
entities, leasing transactions, debt guarantees,
Impairment co-borrowing arrangements, securitizations, and other
Understanding the possibility of impairment is also key contingent obligations that may not require recognition
to the quality of a company’s financial position. The on the balance sheet. An analysis of financial position
company should have reasonable policies in place to should encompass factors that are likely to affect the
assess an asset’s impairment, if any. The assumptions company’s ability to continue using those off-balance-
used in predicting future cash flows should be sheet financing arrangements. In addition, arrangements
reasonable and supportable. Additionally, companies should be analyzed for their business purposes and
should consider economic, performance, or industry activities, their economic substance, the key terms and
trends that may call into question the recoverability conditions of any commitments, the initial and ongoing
of assets at their recorded values. During the past relationships with the company and its affiliates, and the
decade, many companies bought and sold assets which potential risk resulting from the company’s contractual
resulted in values largely accounted for as “intangible” commitments related to the arrangement.
or “goodwill”; recently, many of these values have been
written down through impairment losses as a result of The risk associated with special-purpose entities (SPEs)
subsequent declines in the values associated with these has been highlighted by recent accounting failures. An
transactions. SPE is typically created for a single purpose, such as to
serve as the lessor in a leasing transaction, to acquire
or construct operating assets while keeping the assets
and related debt off the balance sheet, or to act as
a counterparty to a financial instrument contract. If
undertaken for valid business reasons and accounted
for properly, SPEs can be beneficial to a company, such
as a securitization SPE for mutual funds. It is important
to understand the business reason for undertaking
these types of transactions, as well as the structure
of the arrangement, because companies may employ
structured-finance transactions to specifically avoid debt
on the balance sheet.
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Appendix I - Questions to consider
in assessing financial position
This list is not meant to be comprehensive, nor are all • Do the parties have substance and the ability to carry
questions applicable in all situations. In preparing to out the transaction?
review a company’s financial statements, you should
consider whether you need to address questions specific Accounts receivable
to that company or its industry. Remember that the • Are accounts receivable increasing significantly faster
answer to any one question does not constitute an than revenue?
assessment of the quality of the company’s financial • Are accounts receivable generated by a few
position; audit committee members should weigh the significant customers?
answers in the aggregate, draw their own conclusions, • Are any significant customers experiencing financial
and suggest actions they deem appropriate. difficulties or viability issues? If so, are the related
amounts reserved adequately?
General • Are seasonal factors contributing to changes in the
• Are the accounting principles selected by turnover of accounts receivable?
management in line with those of peers in the • Are aging categories becoming older?
industry? • Are discount incentives having an unfavorable impact
on future sales?
• What are the most significant estimates made • Is the composition of the customer base changing
by management in the current financial report? significantly?
What was the range of possible amounts for those • Have unusual payment terms or other forms of
estimates? financing been extended to any customer? If so, why
and how much?
• If the proposed external or internal audit adjustments • Have receivables been factored? If so, what was the
had been recorded, collectively or individually, what business reason for the factoring?
impact would they have had on the company’s • Are there unusual trends in the allowance for
financial position? doubtful accounts receivable?
Fixed assets and intangibles • Are there debt covenants relating to unspecified
• Were physical counts of fixed assets performed and “material adverse changes”?
reconciled to the general ledger?
• Was there a change in the depreciation or Deferred taxes
amortization method and/or life of fixed assets or • Have there been cumulative losses in recent years
intangibles? If so, what gave rise to that change? or other conditions that may require a valuation
• Are capitalization and depreciation policies consistent allowance for net deferred tax assets?
with those of competitors?
• Are actual capital expenditures significantly different Pensions and other post-retirement benefits
from budgeted amounts and is adequate cash • Is the expected rate of return on pension plan assets
flow and/or financing in place for planned capital appropriate?
expenditures?
• Were tests performed to detect impairment of long- • Do fluctuations in asset values, changes in interest
lived assets, including goodwill? Were there any rates, and projected increases in health care costs
indications of impairment based on the tests or on necessitate revision of the accounting estimates
other conditions? If appropriate, were write-downs related to benefit plans?
taken?
• Are the assumptions underlying the calculation of Accruals and liabilities
the fair value of hard-to-value assets reasonable and • Are there unusual trends in accruals?
based on current information? Are they based on
assumptions that are difficult to determine, such as • Did estimates related to the calculation of accruals
occurrences over long periods? Do the disclosures (e.g., warranty, environment, merger, restructuring,
adequately portray the methods for calculating fair etc.) change in the current period? If so, why?
value and the related degree of uncertainty?
• Does the company lease significant fixed assets? If so, • Have all probable and estimable contingent liabilities
what is the business reason? been recorded?
• Are there any sales or leaseback transactions?
• Have circumstances in the current period resulted in
Debt covenants over accruals as of the balance sheet date? If so, have
• Is or has the company been in violation of debt the accruals been reduced as appropriate?
covenants, possibly requiring disclosure and
reclassification of long-term debt to a current liability? Guarantees and commitments
• Does the company have sufficient cash or undrawn
• How close was the company in meeting or violating credit to meet its guarantee commitments?
its covenants this period and what is projected over
the next four quarters? • Are guarantees related to core businesses?
• How much additional borrowing capacity does the • Is the company exposed to credit/default risk due to
company have under its existing debt agreements and financial problems or bankruptcy from a significant
how much is projected over the next four quarters? entity with which it does business, such as a supplier/
customer, service provider, lessor/lessee, debtor,
• How much excess cash flow did the company have financial guarantor, investor/investee, joint venture
12
partner, derivative counterparty, and/or trading excluded from the balance sheet? If excluded, why
partner? are they excluded?
• Has management reviewed significant recorded (i.e.,
• Does the company have significant purchase on-balance-sheet) transactions that may give rise to
commitments and/or obligations? off-balance-sheet commitments and contingencies?
• Were transactions engineered to achieve off-balance-
Equity securities and investments sheet treatment?
• Has there been an “other than temporary” decline • What is the underlying economic or business reason
in investment securities classified as held to maturity for the arrangement?
or available for sale, or in equity- or cost-basis • Has management evaluated its exposure to credit and
investments, requiring loss recognition? other losses from off-balance-sheet transactions and,
where appropriate, provided for losses arising from
• Is there a need to disclose an early warning sign these transactions?
related to a decline that has been experienced but not • What factors could cause the obligation to move onto
yet deemed other than temporary? the balance sheet?
• If the transaction had been with a non-related party,
• If the company has international investments, does it would it have been structured the same way? Would
have the ability to repatriate those funds? the transaction have taken place?
• Is there off-balance-sheet debt? What is the operating
Employee stock options or business reason for having off-balance-sheet debt?
• Has the company made changes to its options
plans, such as repricing or extending the term of Special-purpose entities
outstanding options, that require expense recognition • Have the following been identified related to SPEs?
and disclosure? –– All structuring transactions and any side
agreements or amendments to the original
• Is the company considering changing its method of documents
accounting for stock options? –– The nature of relationships with third parties that
transfer assets or liabilities to and/or from the SPE
Derivatives –– All parties that have an ability to control asset
• Is there an appropriate, documented risk acquisition
management policy and derivative/hedging strategy in –– All parties with continuing involvement, including
place, and if so, is it being followed? those with the ability to change service providers
• Is the economic effectiveness of the company’s and those with subordinated interests
hedging strategy being evaluated on a quarterly –– The party that served as primary arranger of debt
basis? placement and/or that performed a supporting role
• Is there an appropriate risk management –– All parties that receive residual economics and
infrastructure in place and adequate technical fees for ser-vices, including information about the
resources to account for derivatives? structuring of those fees
• Are complex derivative instruments being used?
• How are derivative positions valued? • Do the voting interests in the SPE convey a controlling
• Are processes in place to ensure that the assumptions financial interest?
used in a mark-to-market model are reasonable?
• Is the company required to post collateral for its • Does management assess every party that has a
derivative positions and how is this monitored? relationship with an SPE as of each reporting date to
• How is counterparty credit risk evaluated? determine whether it provides significant financial
support to the SPE and is, there-fore, the SPE’s
Off-balance-sheet accounting – general primary beneficiary?
• Are assets and liabilities appropriately included in or
Jim Brady
Tel.: +91 (40) 6670 5546
E-mail: jbrady@deloitte.com
Abhay Gupte
Tel.: +91 (22) 6681 0600
E-mail: agupte@deloitte.com
14
Quality of Financial Position: The Balance Sheet and Beyond 15
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