Module 5: Case study – the Consolidated Balance Sheet Watch the Consolidated Balance Sheet video > The primary source of information referenced will be the annual report and accounts that were issued for the reporting period – 52 weeks ended 29th August 2015.1 The Consolidated Balance Sheet shows the financial position of the Debenhams group at two moments in time; at the end of the year being reported and the comparative data for the 1 Debenhams’ Annual reports - http://phx.corporate-ir.net/phoenix.zhtml?c=196805&p=irol-reportsannual previous year. As with the Consolidated Income Statement, all the headings on the balance sheet and the individual descriptions are mandatory. Historically, reporting businesses could adopt a variety of approaches. However, the 1980 Companies Act adopted the European 5th Directive on company reporting, restricting the format to a choice between this vertical approach and a horizontal approach showing assets on the left and liabilities on the right-hand side. The advantage of the vertical approach is that both Net assets and Shareholders’ equity are easily identifiable, whereas with the horizontal format it can be tricky to isolate these two important values. Conversely, if you feel the need to identify gross (total) assets and gross liabilities whilst looking at a vertical style balance sheet, then you need a calculator. The Consolidated Balance Sheet shows a group of companies that seem well capitalised and not over-indebted. Shareholders’ funds (or equity) of over £850 million show an increase of over 11% compared with the previous year. Within Current Liabilities, Trade and other payables of £524 million far exceed Inventories and Trade and other receivables of £78 million suggesting effective control over working capital. This means trade suppliers probably only get paid when their goods have been sold or, in other words, trade suppliers are financing a good portion of Debenhams’ business. Looking at the Consolidated Balance Sheet in a little more detail raises various questions. Non-current assets The value of non-current assets is £1.7 billion. Within this, there are tangible assets and intangible assets. - Tangible assets are comparatively easy to understand because you can visualise them – department store fit-out, furniture and other movable equipment, systems etc. Tangible assets are also depreciated, which means that a portion of their original cost is offset against profits, recognising that they have a finite life, after which they will need to be replaced. Therefore, depreciation is a measure of value used up and also a means of storing up some cash profit to help pay for the replacement or, more likely, improvement, as replacement on a like-for-like basis is uncommon. - Intangible assets account for more than half the value of Non-current assets. It is important to understand what these assets actually comprise of and exactly how they are valued, because a radical reassessment of that value might have rather a serious impact on the Consolidated Balance Sheet. - Note 13 to the financial statements clarifies the composition of the £931.5 million Intangible assets figure. It is primarily Goodwill - in this case it represents the difference between the amount paid for a property portfolio compared with the “fair value” of the assets actually acquired. As explained previously, this means that there is extra value which the business buying these assets believes it can extract – part of which will be the extra amount they are prepared to pay to secure them. - Accounting rules require management to either “amortise” goodwill over a period of time to try and match the extra value that is realised from these assets or undertake impairment tests on a regular basis to confirm that these values have substance. Impairment tests answer the question “have these values been impaired by any event or series of events when compared with the last time we did this exercise (usually last year)?” - Goodwill What does Note 13 to the financial statements tell us: “Goodwill is not amortised but is reviewed on an annual basis or more frequently if there are indications that goodwill may be impaired. Goodwill represents the goodwill for a portfolio of sites, which has been allocated to cash-generating units (“CGUs”) according to the level at which management monitors that goodwill. For the purpose of this impairment review, the recoverable amounts of the CGUs are determined based on value-in-use calculations. These cash flow projections are based on financial budgets approved by management covering a five year period. The five year plan is built up using management’s previous experience and incorporates management’s view of current economic conditions and trading expectations. Management determined sales growth in the five year period to be a key assumption. The annual sales growth ranges from 0.0% to 4.0% during the five year period. Cash flows beyond five years are extrapolated based on the assumption of 2.0% growth after year five........ Based on the value in use calculations, there is substantial headroom against each of the operating segments and a reasonable change in the key assumption used would not cause an impairment to goodwill. As a result of the impairment review, as at 29 August 2015, no impairment of goodwill has been required." - Debenhams’ management looks at the trade from each department store. Having calculated its profit contribution, they assess the present value of future cash flows from each one using assumptions about the future course of inflation, wage growth and consumer spending etc. - To calculate what these future cash flows are worth in today’s values, they then discount them using a discount rate cost based on the organisation’s cost of capital. The cost of capital calculation is a weighted calculation based on the returns required by each provider of capital. - Having calculated a present value of these cash flows, they then compare that with the goodwill allocated to each store. They do not clarify whether they aggregate the results but they do say there is plenty of “headroom”. In other words, there is little risk of goodwill being overvalued. The only other comment to make about intangible assets concerns internally generated software which is valued at £62 million and is amortised over a period of about ten years. It may seem unusual to capitalise internal costs incurred in developing the group’s systems but it is common when developing bespoke IT systems. And it’s clear that Debenhams is investing quite heavily in its systems. Pensions Other non-current items of interest are the Retirement Benefit Surplus which is surprising and suggests that the Debenhams pension schemes are more than fully funded. This is after a period when actuarial valuations have consistently increased the value of future pension liabilities. These liabilities are based on longer life expectancy and very low-interest rates which form the basis of the discount applied to future expected pension payments. There has been a significant shift in the calculations underpinning the pension surplus over the course of the year and the notes do not fully explain why the Defined Benefit Schemes’ assets have increased in value so significantly over the course of 2014/15 beyond additional contributions from the sponsoring company. Pensions are an important topic as pension liabilities under the group’s Defined Benefit schemes amount to £770 million or so which is a big figure in the context of Debenhams’ balance sheet. Deferred tax assets and liabilities Deferred tax represents tax on profits which has been “deferred” as a result of differences, normally positive from the taxpayer’s point of view, between reported and taxable profits. They are not payable immediately but at some stage in the not too distant future, the position will reverse. This deferred tax will then become payable, so there is a need to recognise a liability now. Historically the most obvious example of this timing difference would have been the difference between the depreciation charged against profits, which was not an allowable expense, and capital allowances which originally were structured so as to encourage investment in capital assets by businesses. This creates a deferred tax liability which is recognised upfront and then gradually written back against future tax charges so as to equalise the overall charge over time. A deferred tax asset is the reverse – income or costs that have been disallowed initially but which will become allowable against future profits. Provided you can be confident that this will actually happen there is a case for regarding it as an asset. Derivative financial instruments These comprise interest rate swaps designed to help Debenhams manage their exposure to changes in interest rates and forward foreign currency contracts. Why does Debenhams use them? A proportion of the group’s debt has an interest cost that fluctuates with changes in market interest rates. Interest rate swaps are a means of managing the risk from sudden unexpected changes in rates by fixing the cost at a level where management feels comfortable. Similarly, with the vast majority of merchandise sourced from non-sterling areas, fluctuations in foreign exchange rates can cause havoc with profit margins. One way to manage this risk is to fix the rate at which currency will be bought in order to settle with foreign suppliers. Historically all this activity would have been off a balance sheet and only recognised at transaction date. However, these are future obligations and they must be valued and shown on the face of the Consolidated Balance Sheet. Even if there is no intention to trade, they cannot be held until the maturity of the underlying position that they are intended to hedge. They are split between current and non-current assets and liabilities according to when they fall due and whether they are “in the money” (i.e. they have a positive value in the market place and are therefore an asset) or “out of the money” (i.e. they have a negative value in the market place and are therefore a liability) and they are dis-aggregated. You cannot net off assets against liabilities – these need to be disclosed separately which is why they appear in a number of places on the balance sheet. As a measure of how seriously Derivative Financial Instruments are taken there are seven pages of notes on financial risk management and financial instruments in Notes 21 and 22 to the Financial Statements. Current assets and liabilities As explained in the previous session, current assets and liabilities are the oil that lubricates the engine within any business or organisation. They circulate regularly and by definition will be sold and settled within a twelve month reporting period, hence “current”. In a trading company like Debenhams, it is not difficult to work out what these are likely to be and the balance sheet descriptions – again, prescribed wordings that cannot be changed – are reasonably clear without being too specific to Debenhams. So: Current assets - Inventories are stocks of merchandise that have been bought but are unsold - Trade and other receivables are monies that are outstanding from those who have bought merchandise (or inventories) together with a range of other debts to be collected such as recoverable VAT and prepayments of bills for a future period (think, for example, insurance or telephone line rental, as personal examples) - Cash and cash equivalents are just that; primarily petty cash, bank account balances and deposits Current liabilities - Bank overdraft and borrowings (banks and other lenders) that are due for repayment within the twelve month period following the balance sheet date - Trade and other payables are creditors for e.g. merchandise and equipment purchased, income tax and social security due for payment and accruals for expenses arising in the course of the day–to-day business such as utility bills - Current tax liabilities represent corporation tax payable within the next twelve months - Provisions are a little different as they are usually quite general and involve judgement. Typically for a company like Debenhams, they are mainly allowances for costs relating to areas such as promotional activities, usually future claims by customers against costs they have incurred in the past Non-current liabilities Many of the headings in this section of the Balance Sheet are exactly the same as the descriptions under the Current liabilities section that we’ve just covered. The principal difference is that these liabilities, while very real, are not expected to crystallise, or become actually payable with cash, over the course of the next twelve months. Debt – long and short term More details appear about the debt portfolio which attracts the attention of analysts and investors in particular when assessing the group’s ability to continue financing activity into the medium term at least. The subject of Treasury financial management will be dealt with in the cash flow session but quite simply there is a skill to managing that debt portfolio to avoid large cash calls on a business that it struggles to meet. Long-term obligations This heading would normally include an underfunded pension fund liability but in Debenhams’ case, as referred to above, there is actually an asset. The heading of Other non-current liabilities contains £341 million of property lease incentives. These have been received from landlords who have incentivised Debenhams to open a store and “anchor” a retail property scheme and a magnet for other retailers who seek to cluster around a department store like Debenhams. They include both cash incentives – contributions to fit-out - and rent-free periods which they have capitalised (i.e. put on the balance sheet) and will amortise over the length of the leasehold agreement. Shareholders’ equity The final section of the Balance Sheet is headed up Shareholders equity and gives an analysis of reserves which is supplemented by further explanations in the notes to the Financial Statements. The share capital is valued at the “nominal value” (according to their denomination e.g. 1p, 10p, £1) of the shares in issue while the difference between the nominal value and the actual proceeds from issuing shares is trapped in the statutory reserve Share Premium account. This reserve is not distributable other than in a wind up or with court approval and is designed to protect creditors. The Merger reserve and the Reverse acquisition reserve relate to the corporate restructuring that took place in 2005 and they largely cancel each other out. The Hedging reserve holds the revaluation movement on all the cash flow hedges arranged by the company. The Other reserves comprise changes in value, for currency and market reasons, of investments held in overseas assets and investments held for resale. In this case, it comprises a 10% investment in a department store in Cyprus called Ermes. Retained earnings is one of the more significant reserves as it is the pot of “realised” accumulated earnings out of which the shareholders get a cash return on their investment. The other way is to sell their investment but assuming they want to continue to invest in Debenhams, dividends are their source of income and these cannot exceed the value of Retained earnings. Consolidated Statement of Changes in Equity. This statement gives a little more detail on the movements in the various reserves over the years that are being reported. It also deals with the all-important issue of appropriations of retained earnings. These comprise share based payments and dividends paid to shareholders. Contingent liabilities On page 137, there is a brief statement about contingent liabilities and the approach to setting up provisions to address “legal or constructive obligations as a result of past events and where it is more likely than not an outflow of resources will be required to settle...”. Otherwise, the subject is not considered to be an issue or to result in a material liability. This is certainly an area where the external auditors, PriceWaterhouseCoopers, will have sought to reassure themselves that nothing significant is missing from the Consolidated Balance Sheet. Interestingly, Note 29 contains an analysis of the minimum value of contracted operating lease payments payable in future years valued at £4.7 billion. Despite being contracted obligations, they are not shown on the Consolidated Balance Sheet as liabilities. These are operating lease commitments, which means the rights and rewards of ownership remain with the owners not the occupier, but Debenhams does have pre-emption rights over certain of the stores should the owners wish to sell. And in any case, some of the leases are for periods that exceed twenty years which in the context of the present day, means they can perhaps behave as though they are the beneficial owners. To access related learning and development practice notes for in-house lawyers, sign up for a free trial of LexisPSL and discover the full portfolio of bespoke resources that LexisNexis has to offer for in-house lawyers
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